What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-04-02 compared with 2020-04-14 · 275 added, 381 removed, 18 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock has been traded on the

OTCQB market under the symbol NTRB since November 30, 2017.

Any over-the-counter market quotations reflect inter-dealer prices,

without retail mark-up, mark-down or commission and may not necessarily represent actual transaction.

As of April 10, 2020 we had 68 holders

of record of our common stock.

The transfer agent for the common stock

is American Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, telephone (800) 937-5449.

On January 31, 2020, we issued 8,572 shares

of common stock to each of Sean Gallagher, president and a director, and Strategic Pharmaceutical Consulting LLC, which is controlled

by Jeff Patrick, chief scientific officer, pursuant employment agreements with Mr.

Gallagher and Dr.

The employment agreements

provide that each of Mr.

Gallagher and Dr.

Patrick receive annual compensation of $60,000, which may be paid in cash or stock.

The shares were issued as compensation of $120,000 for the years ended January 31, 2020 and 2019.

The shares were exempt from

the registration requirements of the Securities Act pursuant to Section 4(a)(2).

We do not have any equity plans, except to the extent that our

employment agreements with Mr.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

common stock has been traded on the OTCQB market under the symbol NTRB since November 30, 2017.

Any over-the-counter market quotations

reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transaction.

of April 1, 2021 we had approximately 83 holders of record of our common stock.

The transfer agent for the common stock is American

Stock Transfer & Trust Company, LLC, 6201 15th Ave, Brooklyn, NY 11219, telephone (800) 937-5449.

do not have any equity plans, except to the extent that our employment agreements with Mr.

Gallagher and Dr.

Patrick may be deemed equity incentive plans since they give us the right to pay

their compensation in shares of common stock.

Patarick may be deemed

equity incentive plans since they give us the right to pay their compensation in shares of common stock.

SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2

of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition

and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere

in this report.

This discussion contains forward-looking statements that involve risks, uncertainties and assumptions.

See “Note

Regarding Forward-Looking Statements.”

Our actual results could differ materially from those anticipated in the forward-looking

statements as a result of certain factors discussed in “Risk Factors”

following information as of January 31, 2021 and 2020, and for years then ended, has been derived from our audited consolidated

financial statements which appear elsewhere in this prospectus.

of Operations Information:

Cost of revenue

Selling, general and administrative expenses

Derivative expense

Net (loss) per share of common stock (basic and diluted)

Weighted average shares of common stock outstanding (basic and diluted)

Sheet Information:

Current assets

Working capital deficiency

Accumulated deficit

(11,835,105 )

Stockholders’

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated

financial statements and related notes included elsewhere in this report.

This discussion contains forward-looking statements

that involve risks, uncertainties and assumptions.

See “Note Regarding Forward-Looking Statements.”

Our actual results

could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk

Factors”

and elsewhere in this report.

It should be noted that current public

health threats could adversely affect our ongoing or planned business operations.

In particular, the novel coronavirus (COVID-19)

has resulted in quarantines, restrictions on travel and other business and economic disruptions.

We cannot presently predict the

scope and severity of any potential business shutdowns or disruptions, but if we or any of the third parties with whom we engage,

including the partners and other third parties with whom we conduct business, were to experience shutdowns or other business disruptions,

our ability to conduct our business in the manner and on the timelines presently planned could be materially and adversely impacted.

The measures being taken by service providers and government agencies to suppress the spread of COVID-19 infection may delay time

to production of our planned abuse deterrent fentanyl transdermal system product and therefor delay the time of filing with FDA

for approval.

Our primary business is the development of a portfolio of transdermal

pharmaceutical products.

Our lead product is our abuse deterrent fentanyl transdermal system which we are developing to provide

clinicians and patients with an extended-release transdermal fentanyl product for use in managing chronic pain requiring around

the clock opioid therapy combined with properties designed to help combat the opioid crisis by deterring the abuse and misuse of

fentanyl patches.

We believe that our abuse deterrent technology can be broadly applied to various transdermal products and our

strategy is to follow the development of our abuse deterrent fentanyl transdermal system with the development of additional transdermal

prescription products for pharmaceuticals that have risks or a history of abuse.

In addition, we are developing a portfolio of

transdermal pharmaceutical products to deliver commercially available drugs or biologics that are typically delivered by injection

but with the potential to improve compliance and therapeutic outcomes.

Because of our financial position, we have put our development

efforts with respect to these products on hold, and our only business is the performance of contract services for a small number

of customers.

Because of both our financial position and the effects of the COVID-19 pandemic, our contract service business has

also been scaled back.

The description of our business in this annual report is based on our ability to raise significant financing

or enter into a joint venture agreement with a third party that has the financial ability to fund the joint venture’s operations.

We cannot assure you that we will be able to obtain necessary financing or enter into a joint venture agreement on reasonable,

if any, terms.

If we are not able to continue obtain financing or enter into a joint venture agreement, we may not be able to continue

Through July 31, 2018, our business was the development of a

line of consumer and health products that are delivered through a transdermal patch which we plan to sell internationally.

products are products that are sold over the counter and do not require a prescription.

Most of our consumer products require FDA

approval for sale in the United States, and we have not sought to obtain, and we do not plan to seek to obtain, FDA approval to

market these product in the United States at this time.

Presently our efforts with respect to our consumer transdermal products

is limited to our distribution agreement with Best Choice, which is planning to market our consumer products in South Korea.

January 31, 2020, we generated modest revenue from the sale of our consumer products to Best Choice, which is conducting preliminary

marketing activities in South Korea pending obtaining the necessary regulatory approvals necessary to market the products to consumers

in South Korea.

Since Best Choice has not yet obtained the necessary regulatory approval to market our consumer products in South

Korea, we do not anticipate generating any significant revenue from Best Choice during the year ending January 31, 2020.

assure you that Best Choice will obtain necessary regulatory approval in South Korea or in any other country in which it has distribution

rights or that, if it does obtain the necessary approval, that we will generate any significant revenue from Best Choice.

With our acquisition of 4P Therapeutics on August 1, 2018, our

focus changed, and we are seeking to develop and seek FDA approval on a number of transdermal pharmaceutical products under development

by 4P Therapeutics.

As a result of the acquisition of 4P Therapeutics, we have pipeline of potential products.

4P Therapeutics has not generated any revenue from any of its

products under development.

Rather, prior to our acquisition, 4P Therapeutics generated revenue to provide cash for its operations

through contract research and development and related services for a small number of clients in the life sciences field on an as-needed

We are, for the near term, continuing this activity, although we do not anticipate that it will generate significant revenues

and, since our acquisition, it has generated a negative gross margin.

We have no long-term contractual obligations, and either

party can terminate at any time.

With the change in our focus, our capital requirement have increased

substantially.

The process of developing pharmaceutical products and submitting them for FDA approval is both time consuming and

expensive, with no assurance of obtaining approval from the FDA to market our product in the United States.

We have budgeted $5.0

million for research and development of our abuse deterrent fentanyl transdermal system, including clinical manufacturing and clinical

trials that need to be completed in order to obtain FDA approval.

However, the total cost could be substantially in excess of that

We do not presently have the funds to enable us to develop our lead product, and we are seeking funding from this offering

for this purpose.

In the event that we are not able to complete this offering, we may be unable to raise the funds necessary to

develop our lead product.

On March 2020, we issued in a private placement 46,828 units

at a price of $11 per unit.

Each unit consisted of one share of common stock and a warrant to purchase one share of common stock

at an exercise price of $14 per share.

should be noted that current public health threats could adversely affect our ongoing or planned business operations.

In particular,

the novel coronavirus (COVID-19) has resulted in quarantines, restrictions on travel and other business and economic disruptions.

We cannot presently predict the scope and severity of any potential business shutdowns or disruptions, but if we or any of the

third parties with whom we engage, including the partners and other third parties with whom we conduct business, were to experience

shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned

could be materially and adversely impacted.

The measures being taken by service providers and government agencies to suppress

the spread of COVID-19 infection may delay time to production of our planned abuse deterrent fentanyl transdermal system product

and therefor delay the time of filing with FDA for approval.

primary business is the development of a portfolio of transdermal pharmaceutical products.

Our lead product is our abuse deterrent

fentanyl transdermal system which we are developing to provide clinicians and patients with an extended-release transdermal fentanyl

product for use in managing chronic pain requiring around the clock opioid therapy combined with properties designed to help combat

the opioid crisis by deterring the abuse and misuse of fentanyl patches.

We believe that our abuse deterrent technology can be

broadly applied to various transdermal products and our strategy is to follow the development of our abuse deterrent fentanyl

transdermal system with the development of additional transdermal prescription products for pharmaceuticals that have risks or

a history of abuse.

In addition, we are developing a portfolio of transdermal pharmaceutical products to deliver commercially

available drugs or biologics that are typically delivered by injection but with the potential to improve compliance and therapeutic

of our financial position, we have put our development efforts with respect to these products on hold, and our only business is

the performance of contract services for a small number of customers.

Because of both our financial position and the effects of

the COVID-19 pandemic, our contract service business has also been scaled back.

The description of our business in this annual

report is based on our ability to raise significant financing or enter into a joint venture agreement with a third party that

has the financial ability to fund the joint venture’s operations.

We cannot assure you that we will be able to obtain necessary

financing or enter into a joint venture agreement on reasonable, if any, terms.

If we are not able to continue obtain financing

or enter into a joint venture agreement, we may not be able to continue in business.

July 31, 2018, our business was the development of a line of consumer and health products that are delivered through a transdermal

patch which we plan to sell internationally.

Consumer products are products that are sold over the counter and do not require

a prescription.

Most of our consumer products require FDA approval for sale in the United States, and we have not sought to obtain,

and we do not plan to seek to obtain, FDA approval to market these products in the United States at this time.

Following our acquisition

of Pocono, our focus is primarily now on providing contract manufacturing services and consulting services to 3 rd party

brands with no intention at this time to launch our own consumer products.

our acquisition of 4P Therapeutics on August 1, 2018, our focus changed, and we are seeking to develop and seek FDA approval on

a number of transdermal pharmaceutical products under development by 4P Therapeutics.

As a result of the acquisition of 4P Therapeutics,

we have pipeline of potential products.

Therapeutics has not generated any revenue from any of its products under development.

Rather, prior to our acquisition, 4P Therapeutics

generated revenue to provide cash for its operations through contract research and development and related services for a small

number of clients in the life sciences field on an as-needed basis.

We are, for the near term, continuing this activity, although

we do not anticipate that it will generate significant revenues and, since our acquisition, it has generated a negative gross

We have no long-term contractual obligations, and either party can terminate at any time.

the change in our focus, our capital requirements have increased substantially.

The process of developing pharmaceutical products

and submitting them for FDA approval is both time consuming and expensive, with no assurance of obtaining approval from the FDA

to market our product in the United States.

We have budgeted $5.0 million for research and development of our abuse deterrent

fentanyl transdermal system, including clinical manufacturing and clinical trials that need to be completed in order to obtain

FDA approval.

However, the total cost could be substantially in excess of that amount.

March 25, 2020, we issued in a private placement 46,828 units at a price of $11 per unit.

Each unit consisted of one share of

common stock and a warrant to purchase one share of common stock at an exercise price of $14 per share.

The warrants expire April

We issued a total of 46,828 shares of common stock and

warrants to purchase 46,828 shares of common stock.

We received proceeds of $515,113.

On March 25, 2020, w e paid off the convertible notes

in the principal amount of $270,000 from the proceeds of the private placement.

We issued a total of 46,828 shares of common stock and warrants to purchase 46,828 shares of common stock.

proceeds of $515,113.

On March 25, 2020, w e paid off the convertible

notes in the principal amount of $270,000 from the proceeds of the private placement.

The total payments, including the prepayment penalty

1 unchanged sentence

The payment was made from the proceeds of the private placement.

As a result of the payment

of the notes, the derivative liability, which was $928,774 at January 31, 2020, was reduced to zero.

As a result of the terms of

the private placement, the warrants, which were issued to the holders of the convertible debt, to purchase 50,000 shares of common

stock at the lesser of (a) $20.90 or (b) if the Company completes a private offering, 110% of the initial offering price of the

common stock in the public offering, became warrant to purchase 95,000 shares at $11 per share, subject to adjustment pursuant

to the antidilution provisions of the warrant.

In March 27, 2020, a minority stockholder who

had previously made loans to us in the total amount of $215,000, made an additional loan to us in the amount of $60,000, increasing

the total loans from the stockholder to $275,000.

On March 27, 2020, we issued 25,000 shares of common stock upon conversion of

Results of Operations

Years Ended January 31, 2020 and 2019

For the year ended January 31, 2020, we generated

revenue of $370,647 and our costs of revenue were $549,107, resulting in negative gross profit of $178,460.

For the year ended

January 31, 2019, we generated revenue of $245,285 and our costs of revenue were $288,301, resulting in negative gross margin of

Our revenue for January 31, 2020 was derived from two sources –

a continuation of research and development contracts

of the type 4P Therapeutics performed prior to our acquisition, which accounted for $245,679, and $124,968 from sales of our consumer

transdermal product to or South Korean distributor for its preliminary marketing efforts since the product has not obtained regulatory

approval for retail sales in South Korea.

Since we do not have the funds for development of our lead product, the 4P Therapeutics

fixed costs are allocated to the contract services that we perform for clients.

Our cost of revenue for our contract research and

development services represents basically our labor cost plus a modest amount of material costs which we passed on to the client.

In connection with our consumer transdermal products, our suppliers ran into supply problems for certain foil components used in

the transdermal patches due to the tariffs on Chinese imports into the United States which resulted in manufacturing delays in

meeting the first order from Best Choice, and it was necessary for Best Choice to perform at our cost, some of the manufacturing

functions in South Korea.

We have worked to resolve these manufacturing problems.

For the year ended January 31, 2020, our

selling, general and administrative expenses were $1,790,980 primarily legal, accounting and payroll expense.

Of this amount,

$252,700 was stock-based compensation comprised of a warrant granted to Dr.

Jeff Patrick, our scientific officer, which

expired unexercised, and $120,000 representing the value of shares of common stock issued to our president, Sean Gallagher,

and to an entity controlled by Dr.

Patrick as compensation for services during the year ended Janaury 31, 2020 pursuant to

employment agreements with Mr.

As a result of the payment of the

notes, the derivative liability, which was $928,774 at January 31, 2020, was reduced to zero.

As a result of a completed private placement,

the warrants to purchase 50,000 shares at the lesser of (i) $20.90 or, (ii) if the Company completes its public offering of its common

stock, 110% of the initial public offering price of the Common Stock in the public offering, became a warrant to purchase 95,000 warrants

at $11 per share, subject to adjustment pursuant to the antidilution provisions of the warrant.

The Company recorded a derivative liability

for the warrants in the amount of $906,678 and reclassed the derivative liability to additional paid-in capital as of January 31, 2021.

March 2020, a minority stockholder who had previously made loans to us in the total amount of $215,00, made an additional loan

to us in the amount of $60,000, increasing the total loans from the stockholder to $275,000.

On March 27, 2020, we issued 25,000

shares of common stock upon conversion of the notes.

to a Stock Purchase Agreement (“SPA”), dated December 7, 2020, with the Company, BPM Inno Ltd., Kiryat, Israel, purchased

81,396 shares of common stock at a price of $8.60 per share, or $700,000.

The transaction was completed at a closing on February

of Operations

Ended January 31, 2021 and 2020

the year ended January 31, 2021, we generated revenue of $943,702 and our costs of revenue were $582,378, resulting in a gross

margin of $361.324.

For the year ended January 31, 2020, we generated revenue of $370,647 and our costs of revenue were $549,107,

resulting in negative gross margin of $178,460.

Our revenue for January 31, 2021 was derived from three sources –

continuation of research and development contracts of the type 4P Therapeutics performed prior to our acquisition, which accounted

for $206,183, (2) sales of our consumer transdermal product to or South Korean distributor, which accounted for $583,324 which

our distributor purchased for its preliminary marketing efforts since the product has not obtained regulatory approval for retail

sales in South Korea and (3) sales from our recent acquisition of transdermal patches, which accounted for $154,195.

do not have the funds for development of our lead product, the 4P Therapeutics fixed costs are allocated to the contract services

that we perform for clients.

Our cost of revenue for our contract research and development services represents basically our labor

cost plus a modest amount of material costs which we passed on to the client.

The Company moved from the 4P facilities, and many

of the prior costs relating to the facility were not incurred.

the year ended January 31, 2021, our selling, general and administrative expenses were $2,957,269 primarily legal, accounting

and non-cash compensation expense compared to $1,790,980 for the year ended January 31, 2020.The increase from 2020 is primarily

attributable to non-cash compensation to officers and directors of $1,954,875 in 2021 offset by a decrease in professional fees.

For the year ended January 31, 2020, $252,700 was stock-based compensation comprised of a warrant granted to Dr.

Jeff Patrick,

our scientific officer, which expired unexercised, and $120,000 representing the value of shares of common stock issued to our

president, Sean Gallagher, and to an entity controlled by Dr.

Patrick as compensation for services during the year ended January

31, 2021 pursuant to employment agreements with Mr.

Gallagher and Dr.

The agreements provide for annual compensation of $60,000 to each

of them, which may be paid in stock or cash, and the shares were issued for services rendered in the years ended January 31,

2020 and 2019.

For the year ended January 31, 2019, our operating expenses were $3,288,224, of which $1,763,950 represented

stock-based compensation, consisting of $1,374,500 of executive compensation, including compensation for services to a

company affiliated with an officer, $74,000 of compensation to our scientific advisory board member who is not an officer,

$222,000 of fees paid to our independent directors, and $93,450 paid for consulting and related services, of which $44,800

was paid to an affiliate of an officer for services rendered prior to the date he became an officer.

Other selling, general

and administrative expenses were $1,524,274, primarily professional fees, marketing expenses, and compensation.

During the year ended January 31, 2020, we incurred derivative

expense of $767,650 and a gain on change in fair value of derivatives of $88,876 in connection with our October 30, 2019 financing

in which we raised gross proceeds of $250,000 and net proceeds of $203,000 from the sale of convertible notes and warrants.

had no derivative expense during the year ended January 31, 2019.

We incurred interest expense of $73,413 for the year ended January

We had no interest expense for the year ended January 31, 2019.

As a result of the foregoing, we sustained

a net loss of $2,721,627 or $(0.50) per share (basic and diluted) for the year ended January 31, 2020, compared with a loss of

$3,331,240, or $(0.62) per share (basic and diluted) for the year ended January 31, 2019.

Liquidity and Capital Resources

For the year ended January 31, 2020, we used

$894,470 in our operations.

The principal adjustment to our net loss of $2,721,627 were stock-based compensation of $252,700, derivative

expense of $767,650 a loss on change in fair value of derivatives of $88,876 an increase in accounts payable and accrued expenses

of $720,150, a decrease in prepaid expenses of $82,558, depreciation and amortization of $72,188, offset by a decrease in customer

deposits of $71,225.

For the year ended January 31, 2019, we used cash of $1,105,466

in operations.

The principal adjustments to our net loss of $3,331,240 were stock-based compensation of $1,763,950, an increase

in accounts payable and accrued expenses of $273,352, a decrease in prepaid expenses of $57,778 and depreciation and amortization

of $36,616 and an increase in expenses paid on our behalf by an officer of $24,300.

For the year ended January 31, 2020, we had no cash flow from

investing activities.

For the year ended January 31, 2019, our cash flow from investing activities consisted of a $400,000 payment

in connection with the acquisition of 4P Therapeutics and $4,163 for the purchase of equipment.

For the year ended January 31, 2020,

we had cash flows from financing activities of $430,250 primarily $175,000 from non-interest bearing loan from a minority

stockholder and gross proceeds of $250,000 from the sale of convertible debt in the principal amount of $270,000 and warrants

to purchase common stock.

For the year ended January 31, 2019, our cash flows from financing

activities of $1,983,888 consisted primarily of $1,500,000 from the sale of common stock and $500,000 from the exercise of warrants.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably

likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses,

results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The agreements provide for annual compensation

of $60,000 to each of them, which may be paid in stock or cash, and the shares were issued for services rendered in the years

ended January 31, 2020 and 2019.

the year ended January 31, 2021, we incurred gain on change in fair value of derivatives of $22,096 in connection with our October

2019 financing in which we raised gross proceeds of $250,000 and net proceeds of approximately $230,000 from the sale of convertible

notes and warrants.

During the year ended January 31, 2020, we incurred derivative expense $767,650 and a gain on change of fair

value of derivatives of $88,876 in connection with the October 2019 financing.

incurred interest expense of $280,686, primarily from the amortization of debt discounts for the year ended January 31, 2021 as

compared to $73,413 for the year ended January 31, 2020.

a result of the foregoing, we sustained a net loss of $2,932,828 or $(0.51) per share (basic and diluted) for the year ended January

31, 2021, compared with a loss of $2,721,627, or $(0.50) per share (basic and diluted) for the year ended January 31, 2020.

and Capital Resources

of January 31, 2021, we had $151,993 in cash and cash equivalents and a working capital deficiency of $2,254,418, as compared

with cash and cash equivalents of $10,181 and working capital deficiency of $1,979,141 as of January 31, 2020.

In March 2020,

the Company repaid the convertible debt that the Company received in October 2019.

The total payments, including a prepayment

fee of $69,131 and accrued interest, was $345,565.

In May 2020, the Company completed a private placement and received proceeds

The increase in our working capital deficiency is primarily due to the issuance of a $1,500,000 note due in August

2021 in connection with the Company’s recent acquisition.

For the year ended January 31, 2021, we used cash

of $297,065 in our operations.

The principal adjustments to our net loss of $2,932,828 were amortization of debt discount of $272,130,

depreciation and amortization of $160,108, and loss on extinguishment of debt and early prepayment fee on convertible debentures of $81,631

offset by a gain on change in fair value of derivative of $22,096 stock-based compensation expense of $2,004,875.

For the year ended January 31, 2021, we had cash flows

of $371,873 from financing activities, primarily $515,108 from gross proceeds from the sale of Units consisting of shares of common stock

and warrants to purchase common stock offset by the repayment of convertible debt, including an early prepayment fee, of $339,131.

Balance Sheet Arrangements

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

Accounting Policies

Going Concern

Our consolidated financial statements for the

year ended January 31, 2020 have been prepared on a going concern basis which contemplates the realization of assets and settlement

of liabilities in the normal course of business.

We did not generate any revenue prior to the quarter ended October 31, 2018.

the year ended January 31, 2020, we generated revenue of $370,647 on which we recorded cost of sales of $549,107 and a loss from

operations of $2,014,440.

Subsequent to January 31, 2020, because of the lack of available cash and the decline in business resulting

in part from the effects of the COVID-19 pandemic, we temporarily closed our operations, and do not expect that we will be able

to commence operations relating to the development of our transdermal pharmaceutical products until we received substantial funding.

Successful business operations and our transition to attaining profitability are dependent upon obtaining significant financing

and achieving a level of revenue to support its cost structure, developing our products and obtaining FDA approval to market any

product we develop and implementing a marketing program for such products.

These factors raise substantial doubt about our ability

to continue as a going concern.

Without such financing, we may not be able to continue in business.

Use of Estimates

The preparation of the consolidated financial statements in

conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions

that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and

On an ongoing basis, we evaluate our estimates including, but not limited to, those related to such items as income

tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances.

We base our estimates

on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results

of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from

other sources.

Actual results could differ from those estimates.

As of January 31, 2021, the Company believes the substantial

doubt about going concern has been resolved.

The going concern conditions that caused substantial doubt consisted of current year net

loss, negative working capital, negative cash flow, and accumulated deficit.

Management has implemented plans to alleviate the substantial

These plans include a substantial increase in sales commitments, a decrease in planned overhead expenses, equity funding that has

been received and the net revenue and positive cash flow from its recent acquisition.

These factors did not exist in prior years during

its start-up operations.

The Company’s recent history of losses has changed from prior periods due to its current management’s

plans including its acquisition in the latter part of 2020 to alleviate the substantial doubt about the Company’s ability to continue

as a going concern.

Management’s plans have been currently implemented.

The plans enable the Company to meet its obligations for

at least one year from the date when the financial statements are issued.

Revenue Recognition

4 unchanged sentences

are transferred to a customer.

We adopted the guidance under the new revenue standards using the modified retrospective method

effective February 1, 2018 and determined no cumulative effect adjusted to retained earnings was necessary upon adoption.

606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable.

We adopted the guidance under the new revenue standards using the modified retrospective method effective

February 1, 2018.

Topic 606 requires us to recognize revenues when control of the promised goods or services and receipt of payment is

The Company recognizes revenue based on the five criteria for revenue recognition established under Topic 606:

1) identify the

contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among

the performance obligations, and 5) revenue is recognized when the performance obligations are satisfied.

Revenue Types

The following is a description of the Company’s

revenue types, which include professional services and sales of consumer products:

● Professional services include the contract of research and development related services with our clients in the life sciences

field on an as-needed basis.

Deliverables primarily consist of detailed findings and conclusion reports provided to the client

for each given research project engaged.

● Sales revenues are generated from the sale of our products.

Upon the receipt of a purchase order, we have the order filled

Contracts with Customer.

A contract with a customer exists when (i) we enter into an

enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and

identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine

that collection of substantially all consideration for services that are transferred is probable based on the customer’s

intent and ability to pay the promised consideration.

Performance Obligations

A performance obligation is a promise in a contract to transfer

a distinct good or service to the customer, and is the unit of account in the new revenue standard.

The contract transaction price

is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

For our different revenue service types, the performance obligation is satisfied at different times.

Our performance obligations

include providing products and professional services in the area of research.

We recognize product revenue performance obligations

in most cases when the product has shipped to the customer.

When we perform professional service work, we recognize revenue when

we have the right to invoice the customer for the work completed, which typically occurs on a monthly basis for the work performed

during that month.

All revenue recognized in the statement of operations is considered

to be revenue from contracts with customers.

Intangible Assets

Intangible assets include patents, intellectual property and

other intangible assets acquired through business combinations.

We account for Other Intangible Assets under the guidance of ASC

350, “Intangibles-Goodwill and Other.”

We capitalize certain costs related to patent technology, as a substantial portion

of the purchase price related to our acquisition has been assigned to the intellectual property and other intangibles of the acquired

Under the guidance, other intangible assets with definite lives are amortized over their estimated useful lives.

assets with indefinite lives are tested annually for impairment.

Patents and intellectual property are being amortized over their

useful lives of ten years.

Goodwill represents the difference between the total purchase

price and the fair value of assets (tangible and intangible) and liabilities at the date of acquisition.

Goodwill is reviewed for

impairment annually, and more frequently as circumstances warrant, and written down only in the period in which the recorded value

of such assets exceed their fair value.

We do not amortize goodwill in accordance with ASC 350.

Long-lived Assets

Management reviews long-lived assets for potential impairment

whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value.

amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result

from the use and eventual disposition of the asset.

If an impairment exists, the resulting write-down would be the difference between

fair market value of the long-lived asset and the related net book value.

Stock-Based Compensation

ASC 718, “Compensation - Stock Compensation,”

prescribes accounting and reporting standards for all share-based payment transactions in which employee services, and, since

February 1, 2019, non-employees, are acquired.

Transactions include incurring liabilities, or issuing or offering to issue shares,

options and other equity instruments such as employee stock ownership plans and stock appreciation rights.

Share-based payments

to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based

on their fair values.

That expense is recognized over the period during which an employee is required to provide services in exchange

for the award, known as the requisite service period (usually the vesting period).

Business Combinations

We recognize the assets acquired, the liabilities assumed, and

any non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date, with

limited exceptions specified in the accounting literature.

In accordance with this guidance, acquisition-related costs, including

restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred.

That replaces

the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated

to the individual assets acquired and liabilities assumed based on their estimated fair value.

Recent Accounting Standards

In June 2018,

the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment

Accounting , which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC

Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services

from nonemployees.

Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned

with the requirements for share-based payments granted to employees.

This standard became effective for us on February 1, 2019.

The adoption of this standard did not have a material impact on our consolidated financial statements.

In August 2018,

the FASB issued ASU 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.”

ASU 2018-13 modifies the fair value measurements disclosures with the primary focus to improve effectiveness of disclosures in

the notes to the financial statements that is most important to the users.

The new guidance modifies the required disclosures related

to the valuation techniques and inputs used, uncertainty in measurement, and changes in measurements applied.

ASU 2018-13 will

be effective for the Company for its fiscal year beginning after December 15, 2019 and each quarterly period thereafter.

adoption is permitted.

The Company is currently assessing the impact this new guidance may have on the Company’s consolidated

financial statements and footnote disclosures.

In December 2019,

the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes, which is intended to simplify

various aspects related to accounting for income taxes.

This ASU removes certain exceptions to the general principles in Topic

740 and also clarifies and amends existing guidance to improve consistent application.

This ASU is effective for fiscal years,

and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

We are currently

assessing the impact of this standard on our combined financial statements.

January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,”

which removes Step 2 from

the goodwill impairment test and replaces the qualitative assessment.

Impairment will be measured using the difference between

the carrying amount and the fair value of the reporting unit.

Under this revised guidance, failing Step 1 will always result in

a goodwill impairment.

The amendments in this update should be applied prospectively for annual and interim periods in fiscal years

beginning after December 15, 2019.

The Company early adopted ASU 2018-07 on February 1, 2019.

The Company’s

adoption of ASU 2018-07 has had no impact on its consolidated financial statements or disclosures.

In January 2017,

the FASB issued ASU No.

2017-01, Business Combinations (Topic 805):

Clarifying the Definition of a Business.

2017-01 clarifies

the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should

be accounted for as acquisitions (or disposals) of a business or as acquisitions (or disposals) of assets.

2017-01 is effective

for annual periods beginning after December 15, 2018, with early adoption permitted under certain circumstances.

The amendments

2017-01 were adopted by the Company effective February 1, 2019.

The adoption of this standard had no impact on our consolidated

financial position or results of operations.

The Company has

reviewed all other FASB-issued ASU accounting pronouncements and interpretations thereof that have effective dates during the

period reported and in future periods.

The Company has carefully considered the new pronouncements that alter previous GAAP

and does not believe that any new or modified principles will have a material impact on the company’s reported financial

position or operations in the near term.

The applicability of any standard is subject to the formal review of the Company’s

financial management and certain standards are under consideration.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

We are a smaller reporting company as

defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the

performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

Service Types

following is a description of our revenue service types, which include professional services and sales of goods:

Professional services

include the contract of research and development related services with our clients in the life sciences field on an as-needed

Deliverables primarily consist of detailed findings and conclusion reports provided to the client for each given research

project engaged.

Sales revenues are

generated from the sale of our products.

Upon the receipt of a purchase order, we have the order filled and shipped.

with Customers

contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s

rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services,

(ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for services

that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

revenue is a liability related to a revenue producing activity for which revenue has not been recognized.

The Company records

deferred revenue when it receives consideration from a contract before achieving certain criteria that must be met for revenue

to be recognized in accordance with GAAP.

As of January 31, 2021 and 2020, the balance of deferred revenue was $86,846 and $—0-.

performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account

in the new revenue standard.

The contract transaction price is allocated to each distinct performance obligation and recognized

as revenue when, or as, the performance obligation is satisfied.

For the Company’s different revenue service types, the

performance obligation is satisfied at different times.

Our performance obligations include providing products and professional

services in the area of research.

We recognize product revenue performance obligations in most cases when the product has shipped

to the customer.

When we perform professional service work, we recognize revenue when we have the right to invoice the customer

for the work completed, which typically occurs on a monthly basis for work performed during that month.

revenue recognized in the statement of operations is considered to be revenue from contracts with customers.

718, “Compensation —

Stock Compensation,”

prescribes accounting and reporting standards for all stock-based

payment transactions in which employee services, and, since February 1, 2019, non-employee services, are acquired.

include incurring liabilities, or issuing or offering to issue shares, options and other equity instruments such as employee stock

ownership plans and stock appreciation rights.

Stock-based payments to employees, including grants of employee stock options,

are recognized as compensation expense in the financial statements based on their fair values.

That expense is recognized over

the period during which an employee is required to provide services in exchange for the award, known as the requisite service

period (usually the vesting period).

assets include trademarks, intellectual property and customer base acquired through business combinations.

The Company accounts

for Other Intangible Assets under the guidance of ASC 350, “Intangibles-Goodwill and Other.”

The Company capitalizes

certain costs related to patent technology.

A substantial component of the purchase price related to the Company’s acquisition

has also been assigned to intellectual property and other intangibles.

Under the guidance, other intangible assets with definite

lives are amortized over their estimated useful lives.

Intangible assets with indefinite lives are tested annually for impairment.

Trademarks, intellectual property and customer base are being amortized over their estimated useful lives of ten years.

represents the difference between the total purchase price and the fair value of assets (tangible and intangible) and liabilities

at the date of acquisition.

Goodwill is reviewed for impairment annually on January 31, and more frequently as circumstances warrant,

and written down only in the period in which the recorded value of such assets exceeds their fair value.

The Company does not

amortize goodwill in accordance with ASC 350.

On August 31, 2020, in connection with the Company’s acquisition of Pocono

Coated Products LLC and Active Intelligence LLC, the Company recorded Goodwill of $5,810,640.

As of January 31, 2021, Goodwill

amounted to $7,529,875.

reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

An impairment exists when the carrying amount of the long-lived asset is

not recoverable and exceeds its fair value.

The carrying amount of a long-lived asset is not recoverable if it exceeds

the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset.

an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the

related net book value.

Financial Accounting Standards

does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a

material effect on the consolidated financial statements included herewith.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements start on Page F-1.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

financial statements start on Page F-1.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity