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Item 9A. Controls and Procedures

2021-04-02 compared with 2020-04-14 · 1092 added, 1008 removed, 594 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES

Management’s Conclusions Regarding Effectiveness of

Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of our disclosure

controls and procedures, as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), as of January 31, 2020, the end of the period covered by this annual report.

The disclosure controls

evaluation was done under the supervision and with the participation of management, including our chief executive officer and chief

financial officer, who are two of our three full-time employees.

There are inherent limitations to the effectiveness of any system

of disclosure controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable

assurance of achieving their control objectives.

Based upon this evaluation, our chief executive officer and chief financial officer

concluded that, due to our limited internal audit function, our very limited staff, and our recent acquisition of 4P Therapeutics,

which is principally responsible for our business and was privately owned when we acquired it, were not effective as of January

31, 2020, such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated

to the chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control over Financial

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance

with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).

Management assessed the effectiveness of our internal

control over financial reporting as of January 31, 2020.

In making this assessment, we used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework.

During our assessment

of the effectiveness of internal control over financial reporting as of January 31, 2020, management identified material weaknesses

related to (i) our internal audit functions (ii) inadequate levels of review of the financial statements and (iii) a lack of segregation

of duties within accounting functions.

Therefore, our internal controls over financial reporting were not effective as of January

Management has determined that our internal controls contain

material weaknesses due to the absence of segregation of duties, as well as lack of qualified accounting personnel, excessive reliance

on third party consultants for accounting, financial reporting and related activities, and the lack of any separation of duties.

Because of our financial condition it is unlikely that we will be able to implement effective internal controls over financial

reporting in the near future.

Until we generate significantly greater revenues and employ

accounting personnel, it is doubtful that we will be able implement any system which provides us with any degree of internal controls

over financial reporting.

Due to the nature of this material weakness in our internal control over financial reporting, there is

more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could not

be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard

5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting

that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our

financial reporting.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

and procedures may deteriorate.

Changes in Internal Control over Financial Reporting.

During the quarterly period ended January 31, 2020, there was

no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s

Conclusions Regarding Effectiveness of Disclosure Controls and Procedures

conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined by Rules 13a-15(e) and

15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of January 31, 2021, the end

of the period covered by this annual report.

The disclosure controls evaluation was done under the supervision and with the participation

of management, including our chief executive officer and chief financial officer, who are two of our three full-time employees.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

Accordingly, even effective

disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon this

evaluation, our chief executive officer and chief financial officer concluded that, due to our limited internal audit function,

our very limited staff, and our recent acquisition of 4P Therapeutics and Pocono Coated Products, which are principally responsible

for our business operations and were privately owned when we acquired them, were not effective as of January 31, 2021, such that

the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized

and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the

chief executive officer/chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Management’s

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules

13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Our management is also required to assess and report on the effectiveness

of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section

Management assessed the effectiveness of our internal control over financial reporting as of January 31, 2021.

making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control - Integrated Framework.

During our assessment of the effectiveness of internal control over financial

reporting as of January 31, 2021, management identified material weaknesses related to (i) our internal audit functions (ii) inadequate

levels of review of the financial statements,(iii) a lack of segregation of duties within accounting functions, (iv) inadequate

monitoring review controls in accounting for complex transactions.

Therefore, our internal controls over financial reporting were

not effective as of January 31, 2021.

has determined that our internal controls contain material weaknesses due to the absence of segregation of duties, as well as

lack of qualified accounting personnel, excessive reliance on third party consultants for accounting, financial reporting and

related activities, and the lack of any separation of duties.

During the past fiscal year, we have added qualified accounting

personnel so the Company does not have to rely on third party consultants.

The Company has established additional monitoring controls

over the financial statements.

We have also improved our internal controls to provide for a detailed accounting review of all

revenue items, and accounts receivable and payable transactions in connection with the entry and categorization of each transaction

in the preparation of the Company’s financial statements.

As a result of these improvements, we are confident our financial

statements as of January 31, 2021 and for the two years then ended, fairly present in all material respects our financial condition

and results of operations for all that reporting period covered by this report.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

in Internal Control over Financial Reporting.

the quarterly period ended January 31, 2021, there was no change in our internal control over financial reporting (as such term

is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

Set forth below is certain information with respect to our directors

and executive officers:

Gareth Sheridan

Chief executive officer and director

Sean Gallagher

President and director

Serguei Melnik

Chief financial officer and director

Gerald Goodman

Chief accounting officer

Alan Smith, Ph.D.

Chief operating officer and president of 4P Therapeutics

Chief technical officer

Jeff Patrick, Pharm.D.

Chief scientific officer

Larry Dillaha, MD

Officers and Directors

forth below is certain information with respect to our directors and executive officers:

executive officer and director

Executive Chairman

President of Pocono

Pharma and Director

Chief Financial

Chief operating

officer and president of 4P Therapeutics

Chief technical

Patrick, Pharm.D.

Chief scientific

Chief medical officer

Radu Bujoreanu 3

Thomas Cooney

Michael Doron 2

Mark Hamilton 1,2,3

Stefan Mancas 1

1 Member of the Audit Committee

2 Member of the Compensation Committee

3 Member of the Nominating and Corporate Governance Committee

Gareth Sheridan, our founder, has

been chief executive officer and a director since our organization in 2016.

Sheridan founded Nutriband Ltd., an Irish

company which we acquired in 2016.

Sheridan was named Ireland’s ‘Young Entrepreneur of the Year’

in the National Bank of Ireland Startup Awards for establishing Nutriband Ltd.

Sheridan has further business awards from S.

President of Active

Sheridan, our founder, has been chief executive officer and a director since our organization in 2016.

Sheridan founded

Nutriband Ltd., an Irish company which we acquired in 2016.

Sheridan was named Ireland’s ‘Young Entrepreneur of

the Year’

in 2014 in the National Bank of Ireland Startup Awards for establishing Nutriband Ltd.

Sheridan has further

business awards from S.

Dublin’s Best Young Entrepreneur and Nutriband Ltd as S.

Dublin’s Best Startup Company.

Sheridan has also worked

as a Business Mentor with 100 Minds, a social enterprise founded in 2013, that brings together some of Ireland’s top college

students and connects them with one cause to achieve large charitable goals in a short space of time.

Sheridan is also a past

Nissan Generation Next Ambassador, receiving the acknowledgement in 2015 by Nissan Ireland as one of Ireland’s future generational

Sheridan has also worked as a Business Mentor with 100 Minds, a social enterprise founded in 2013, that brings together some of

Ireland’s top college students and connects them with one cause to achieve large charitable goals in a short space of time.

Sheridan is also a past Nissan Generation Next Ambassador, receiving the acknowledgement in 2015 by Nissan Ireland as one

of Ireland’s future generational leaders.

Sheridan served on the Board of the St.

James Hospital foundation, the charitable foundation for Ireland’s largest

public hospital.

Sheridan received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2012 where he concentrated

on international economics, venture creation and entrepreneurship.

Sean Gallagher has been president since

February 2018 and a director since July 2018.

Gallagher’s business ventures include serving as chief executive officer

of a commercial real estate company, Clyde Real Estate, which he founded in 2014, Ireland’s largest home technology company,

Smarthomes, which he founded in 2000, and a director of Team Horizon, a pharmaceutical engineering company, since 2015.

also stood, as an Independent candidate, and was runner up, in the 2011 Irish Presidential Election.

From 1994 to 2000, he was

vice chief executive officer of one of Ireland’s Government Enterprise Agencies and has spent more than 20 years training

and mentoring hundreds of start-ups and emerging entrepreneurs.

Gallagher qualified with an MBA from the University of Ulster.

Gallagher works for us on a part-time basis.

Serguei Melnik has been our chief financial

officer and a director since January 2016.

Melnik has been involved in general business consulting for companies in the U.S.

financial markets and setting up the legal and financial framework for operations of foreign companies in the U.S.

last twenty years Mr.

Melnik, through his consulting company Wolf Blitz Inc., consulted on multiple international trade deals

with the clients from Ecuador, Ukraine, Moldova, and Romania.

Melnik received his law degree from Moldova State University.

Gerald Goodman has been our chief accounting

officer since July 31, 2018.

Goodman is a certified public accountant and, since 2014, has practiced with his own firm, Gerald

Goodman CPA P.C.

From January 1, 2010 until December 31, 2014, Mr.

Goodman practiced with Madsen & Associates, CPA’s

Inc., Murray, Utah, and was a non-equity partner and managed the firm’s SEC practice.

Goodman is a director of Lifestyle

Medical Network, Inc., which provides management services to healthcare providers.

in Business and Management from Dublin Institute of Technology in 2012 where he

concentrated on international economics, venture creation and entrepreneurship.

Gallagher is an experienced businessman, an inspiring speaker & a highly regarded business writer.

He also stood, as an Independent

Candidate, and was runner up, in the 2011 Irish Presidential Election.

Sean’s notable business ventures include Co Founding

and serving as CEO of Clyde Real Estate, Pharmaceutical Directorships and co-founding Ireland’s largest home technology

company, Smarthomes.

Sean has also served as a investor in popular TV show, Dragon’s Den which is Ireland and UK’s

version of popular US TV show Shark tank.

Sean qualified with an MBA from the University of Ulster and previously worked with

one of Ireland’s Enterprise Agencies and has, over the past 20 years, trained and mentored hundreds of emerging entrepreneurs.

He has also served on a number of Irish State Boards including the National Training and Employment Agency (FAS), the North South

Trade Body (InterTrade Ireland) and was Chair of the State owned Drogheda Port Company.

Gallagher works for us on a part-time

Myer, who was nominated as a director for election at the November 12, 2020 annual meeting in connection with our acquisition,

effective August 31, 2020, of Pocono Coated Products, LLC’s Transdermal, Topical Cosmetic and Health business.

been the Chief Quality Officer at Pocono Coated Products, LLC from January 2015 to June 2019, and General Manager—Nutraceutical

Division, from June 2019 to the present.

Michael has substantial experience as chief quality officer in manufacturing, quality

systems, risk management, process engineering, lean practices, and financial management.

Michael has been acting as General Manager

of the transdermal patch side of Pocono Coated Products, and the CEO of its Active Intelligence subsidiary.

active in daily operations, as well as executive level decision making.

Michael is also a former Marine, CrossFit Level 1 Coach,

and USAW Sport Performance Coach.

Melnik serves as part a member of the board of directors and is a co-founder of Nutriband Inc.

Mr Melnik has previously served

as our chief financial officer and a director since January 2016.

Melnik has been involved in general business consulting

for companies in the U.S.

financial markets and setting up legal and financial framework for operations of foreign companies in

Melnik advised UNR Holdings, Inc.

with regard to the initiation of the trading of its stock in the over-the-counter

markets in the U.S., and has provided general advice with respect to the U.S.

financial markets for companies located in the U.S.

From February 2003 to May 2005 he was the Chief Operations Officer and a Board member of Asconi Corporation, Winter

Park, Florida, with regard to restructuring the company and listing it on the American Stock Exchange.

Melnik from June 1995

to December 1996 was a lawyer in the Department of Foreign Affairs, JSC Bank “Inteprinzbanca,”, Chisinau, Moldova,

and prior thereto practiced law in Moldova in various positions.

Melnik is fluent in Russian, Romanian, English and Spanish.

Goodman has been our chief accounting officer since July 31, 2018, and was elected our Chief Financial Officer on November 12,

Goodman is a certified public accountant and, since 2014, has practiced with his own firm, Gerald Goodman CPA P.C.

January 1, 2010 until December 31, 2014, Mr.

Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and

was a non-equity partner and managed the firm’s SEC practice.

Goodman is a director of Lifestyle Medical Network, Inc.,

which provides management services to healthcare providers.

From 1971 to 2010, Mr.

Goodman was a partner

in the accounting firm of Wiener, Goodman & Company P.C.

Goodman is a 1970 graduate of Pennsylvania State University where

he received a B.S.

Goodman was a partner in the accounting firm

of Wiener, Goodman & Company P.C.

Goodman is a 1970 graduate of Pennsylvania State University where he received a B.S.

Degree in Accounting.

Goodman works for us on a part-time basis.

Alan Smith, Ph.D.

has been our chief operating

officer and president of 4P Therapeutics since December 2018.

He served as our vice president, clinical, regulatory, quality, and

operations from April 2018, when we signed the agreement to acquire 4P Therapeutics.

Smith co-founded 4P Therapeutics in 2011.

From 2000 until 2011, Dr.

Smith was with Altea Therapeutics, most recently serving as vice president, product development and head

of clinical research and development, regulatory affairs, and project management.

At Altea, he led major research and development

programs with pharmaceutical companies such as Eli Lilly, Amylin, Hospira, Elan, and Novartis.

Smith has more than 20 years

of experience in the research and development of transdermal drug and biologic delivery systems, as well as diagnostics and medical

devices for treatment and management of diabetes, chronic pain and cardiovascular disease.

Prior to joining Altea Therapeutics,

he led the development of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.

Smith received Ph.D.

degrees in biomedical engineering from Rutgers University and the University of Medicine and

Dentistry of New Jersey.

He currently serves on the Editorial Advisory Board of the journal Expert Opinion on Drug Delivery.

Patrick Ryan has been chief technical officer

since February 2018.

Ryan also is also director of digital consultancy agency Trigger Media.

From 216 to September 2017, he was general manager of CRS Events.

From 2013 to 2016,

Smith, Ph.D., co-founded 4P Therapeutics in 2011 and serves as Head of 4P Theraputics, and Head of Clinical, Regulatory, Quality,&

Operations at Nutriband.

Previously, he was with Altea Therapeutics, most recently serving as Vice President, Product Development

and Head of Clinical R&D, Regulatory Affairs, and Project Management.

At Altea, he led major research and development programs

with pharmaceutical companies such as Eli Lilly, Amylin, Hospira, Elan, and Novartis.

He joined Altea as one of the first employees

and spent 12 years growing its multidisciplinary drug delivery research and development organization.

Smith has 20 years of

experience in the research and development of drug and biologic delivery systems, diagnostics and medical devices for treatment

and management of diabetes, chronic pain and cardiovascular disease.

Prior to joining Altea Therapeutics, he led the development

of transdermal glucose monitoring systems at SpectRx, Inc., a publicly traded noninvasive diagnostics company.

Smith received

degrees in Biomedical Engineering from Rutgers University and the University of Medicine and Dentistry of New Jersey.

He currently serves on the Editorial Advisory Board of Expert Opinion on Drug Delivery.

Ryan has been chief technical officer since February 2018.

Having worked in the tech industry for 8 years, Paddy brings a fresh

perspective and understanding to our team.

From September 2019 to present Mr.

Ryan served as director of digital agency for Trigger

From 2013 to 2016, Mr.

Ryan worked as an online security analyst with Paddy Power Betfair Plc.

Mr Ryan serves as technical advisor for sports media

brand, Pundit Arena, where he has advised on technical development since 2012 and as a digital consultant for Irish Aid Charity,

Bóthar, where he works on the development of the charity’s plans.

Ryan has been involved in general technical

consulting for startups and companies in Ireland for more than ten years.

Ryan graduated with a Bachelors in Engineering from

University College Dublin is working towards his masters in data analytics from National College of Ireland.

Ryan works for

us on a part-time basis.

Jeff Patrick, Pharm.D.

has been our chief

scientific officer since May 2018.

He is also head of our scientific advisory board.

Patrick has served as director of the

Drug Development Institute at the Ohio State University Comprehensive Cancer Center since February 2017.

Patrick served as

chief scientific officer for New Haven Pharmaceuticals, Inc., a specialty pharmaceutical company, from October 2014 to February

Patrick was global vice president of professional affairs at Mallinckrodt Pharmaceuticals, Inc.

from April 2010 to August

Patrick is a residency-trained clinical pharmacist with approximately 20 years of pharmaceutical industry experience.

Patrick earned his B.S.

degrees from the University of Tennessee.

Patrick also completed the Wharton School

From 2016 to 2017, Mr.

was general manager at CRS Events setting up and organising One-Zero, the largest sports conference in Ireland.

Mr Ryan served

as head of technology for Irish agency Trigger Movement between 2017 and 2019.

Mr Ryan serves as technical advisor for sports

media brand, Pundit Arena, where he has advised on their technical development since 2012.

Mr Ryan also served as a digital consultant

for Irish Aid Charity, Bóthar, where he worked on the development of the charity’s digital plans plans.

has also consulted with Irish Local Government in County Limerick (Limerick County Council) regarding their digital activity in

September 2018.

Ryan has also assisted Swiss Company, SEBA Crypto AG, to develop their online presence in October 2018.

Ryan is also a technical advisor for Irish dairy company, Arrabawn where he has assisted them with online strategies since 2017.

Ryan has been involved in general technical consulting for startups and companies in Ireland for more than ten years.

Ryan attended University College Dublin where he studied engineering and is working towards his masters in data analytics from

National College of Ireland.

Mr Ryan also assisted in the development and launch of the Pandemic Action Network website in early

As CTO, Paddy is responsible for Nutriband’s technology strategy and plays a key role in leading new initiatives.

Ryan works for us on a part-time basis.

Patrick Pharm.D.

currently serves as Director of Drug Development Institute at the Ohio State University Comprehensive Cancer

Patrick most recently serving as Chief Scientific Officer for New Haven Pharmaceuticals.

Prior roles included global

vice president of professional affairs at Mallinckrodt Pharmaceuticals, Inc.;

and roles with ascending responsibilities at Dyax,

Myogen/Gilead, Actelion and Sanofi-Synthelabo, Inc.

Patrick is a residency-trained clinical pharmacist with approximately

20 years of pharmaceutical industry experience.

He brings expertise in executive leadership, scientific and medical strategy,

drug development and commercialization to the company.

Prior to pursuing a career in research and development, Patrick was an

ambulatory care clinical pharmacist at the University of Tennessee Medical Center and a clinical assistant professor of pharmacy

at the University of Tennessee College of Pharmacy, where he earned his doctorate in pharmacy.

He also completed the Wharton School

of Business Pharmaceutical Executive Program.

Patrick devotes only a portion of his time to our business.

Patrick works

for us on a part-time basis.

Larry Dillaha, M.D.

has been our chief

medical officer since August 2018.

Dillaha also serves as a member of our scientific advisory board.

Dillaha was chief

executive officer of Repros Therapeutics, a development stage biopharmaceutical company focused on the development of oral small

molecule drugs, from February 2017 to February 2018 and the chief executive officer of CavtheRx, an inception stage biotechnology

company, from June 2016 to February 2017, and chief operating officer and chief medical officer of New Haven Pharmaceuticals, a

specialty pharmaceutical company from April 2014 to January 2017.

He also served as chief medical officer of Insys Therapeutics

from March 2010 to March 2014.

Patrick works for us on a part-time basis.

Dillaha brings nearly 20 years of pharmaceutical industry experience to Nutriband.

Prior to joining Nutriband, he was chief executive

officer of Repros Therapeutics from February 2017 to February 2018.

Prior to joining Repros, Dr.

Dillaha was the chief executive

officer of CavtheRx, an inception stage biotechnology company, from June 2016 to February 2017, and chief operating officer and

chief medical officer of New Haven Pharmaceuticals, a specialty pharmaceutical company.

He also served as chief medical officer

of Insys Therapeutics, Sciele Pharma and as Medical Director of Sanofi-Sythelabo.

Dillaha received an M.D.

degree from the University of Tennessee, Memphis.

Dillaha works

for us on a part-time basis.

Radu Bujoreanu has been a director since

Bujoreanu has been the owner and executive director of Consular Assistance, Inc., which provides assistance in obtaining

visas for the Republic of Moldava and related services since December 2002, and he has been a real estate agent with Keller Williams

degree from the

University of Tennessee, Memphis.

Dillaha works for us on a part-time basis.

Bujoreanu has been a director since June 2019.

Bujoreanu has been the owner and executive director of Consular Assistance,

Inc., which provides assistance in obtaining visas for the Republic of Moldava and related services since December 2002, and he

has been a real estate agent with Keller Williams Realty, Inc.

since May 2019.

Bujoreanu received his Bachelor in International Public Law from the University of Moldova.

Thomas Cooney has been a director since

Cooney is Professor of Entrepreneurship at the Dublin Institute of Technology, Academic Director of the DIT Institute

for Minority Entrepreneurship, Adjunct Professor at the University of Turku (Finland) and Editor of the journal Small Enterprise

He is a former president of the International Council for Small Business (2012-13) and of the European Council for Small

Business (2009-11), and was chair of the ICSB 2014 World Entrepreneurship Conference.

He is a policy advisor to governments, European

commission, OECD and other international organizations.

He was a founding director of Startup Ireland and is a director of several

businesses, and he works in various capacities with a range of commercial and not-for-profit enterprises.

He has researched and

published widely on the topic of entrepreneurship.

Cooney received a B.Comm.

from University College Cork, Ireland and an M.B.A

from University of Bradford, England and his Ph.D.

in 2001 from Trinity College, Ireland.

Damon has been a director since

April 2018, when we signed the agreement to acquire 4P Therapeutics.

Damon is a co-founder of 4P Therapeutics, which was formed

in 2011, and he has more than 20 years of experience with various business roles in the medical and pharmaceutical industries.

Bujoreanu received his Bachelor in International

Public Law from the University of Moldova.

Damon has been a director since April 2018, when we signed the agreement to acquire 4P Therapeutics.

Damon is a co-founder

of 4P Therapeutics, which was formed in 2011, and he has more than 20 years of experience with various business roles in the medical

and pharmaceutical industries.

Before founding 4P Therapeutics, Mr.

Damon led the business development team at Altea Therapeutics as the company’s senior

vice president of business development.

Damon is a director of Georgia BIO, a non-profit trade association that promotes Georgia’s

life science industry.

Damon received is Bachelors in Business Administration and Associate in accounting from Colorado Mesa

Michael Doron, a director since July 2018,

is the co-founding partner at Cidron Ventures AB.

Cidron Ventures, a venture capital funds specializing in Series A and B financings

of disruptive technology companies across the Nordic region.

The fund’s core focus is on capital efficient and B2B software

propositions.

Previously, Mr.

Doron served on non-profit boards for more than 11 years while being active in several community

service organizations.

Doron attended The University of Maryland and American University.

Mark Hamilton, a director since July 2018,

has been at BDO Ireland, a major accounting firm, for more than nine years, held positions in Corporate Finance, Corporate Advisory,

Restructuring and Recovery, Client management and in his current role in Business Development.

Hamilton is a Chartered Accountant

and a member of the Association of Chartered Accountants (ACA) qualifying in 2012.

He is a chartered accountant and has been a

member of the Association of Chartered Accountants since 2012.

Hamilton’s accounting background and experience in corporate

finance, corporate advisory and insolvency assists us in his role as an independent board member.

Damon led the business development team at Altea Therapeutics

as the company’s senior vice president of business development.

Damon is a director of Georgia BIO, a non-profit trade

association that promotes Georgia’s life science industry.

Damon received is Bachelor Degree in Business Administration

and Associate in Accounting from Colorado Mesa University.

Hamilton, a director since July 2018, has been at BDO Ireland, a major accounting firm, for more than nine years, held positions

in Corporate Finance, Corporate Advisory, Restructuring and Recovery, Client management and in his current role in Business Development.

Hamilton is a Chartered Accountant and a member of the Association of Chartered Accountants (ACA) qualifying in 2012.

a chartered accountant and has been a member of the Association of Chartered Accountants since 2012.

Hamilton’s accounting

background and experience in corporate finance, corporate advisory and insolvency assists us in his role as an independent board

Hamilton received a B.Sc.

in Business and Management from Dublin Institute of Technology in 2008 and subsequently received 1st class honours in his postgraduate

degree specializing in Accountancy in 2009.

Stefan Mancas, a director since July 2018,

received a Ph.D.

in Applied Mathematics from the University of Central Florida in May 2007 under the supervision of Dr.

Choudhury, with the dissertation topic “Dissipative Solitons in the cubic-quintic Complex Ginzburg Landau equation:

and Spatiotemporal Structure”

for which he received the Outstanding Dissertation Award in 2008.

Mancas is a professor

and associate chair in the department of mathematics at Embry-Riddle Aeronautical University.

He is the co-founder of the nonlinear

Waves Lab which contains a 10 m.

long water tank used for research in water waves, solitons in shallow water, vortex solitons,

soliton ships, surface waves and wind-wave interaction, microcavitation, design and optimization, submarine currents, autonomous

underwater vehicles, tractor beams, etc.

He is also the organizer of national and international conferences in applied mathematics,

and has published more than 40 articles in refereed journals.

Jay Moore, a director since July 2018,

is a marketing executive with more than 20 years of accomplishments in Internet technologies, web services, professional sports,

and entertainment.

He is currently the vice president of marketing for StackPath, a global platform of secure edge services, a

position he has held since February 2017.

From October 2007 to February 2017, Mr.

Moore was vice president of marketing for Highwinds

Network Group, Inc., a content delivery network.

Moore holds a Bachelor’s Degree in Communication Studies from the University

of California, Santa Barbara and a Master’s Degree in Sports Administration from Florida State University.

Committees of the Board of Directors

The board of directors has created two

committees - the audit committee and the compensation committee.

The board intends to create a nominating and corporate governance

Each of the committees will have a charter which meets the NASDAQ requirements and will be composed of three independent

Audit Committee

The audit committee is comprised of Mr.

as chairman, Dr.

Mancas and Mr.

We do not have an “audit committee financial expert.”

The audit committee

oversees, reviews, acts on and reports on various auditing and accounting matters to the board, including:

the selection of our

independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our

independent accountants and our accounting practices, all as set forth in our audit committee charter.

Compensation Committee

The compensation committee is comprised

of Michael Doron and Mark Hamilton.

The compensation committee oversees the compensation of our chief executive officer and our

other executive officers and reviews our overall compensation policies for employees generally as set forth in the audit committee

If so authorized by the board, the compensation committee may also serve as the granting and administrative committee

under any option or other equity-based compensation plans which we may adopt.

The compensation committee will not delegate

its authority to fix compensation;

however, as to officers who report to the chief executive officer, the compensation committee

will consult with the chief executive officer, who may make recommendations to the compensation committee.

Any recommendations

by the chief executive officer are accompanied by an analysis of the basis for the recommendations.

The committee will also discuss

with the chief executive officer and other responsible officers the compensation policies for employees who are not officers.

compensation committee has the responsibilities and authority relating to the retention, compensation, oversight and funding of

compensation consultants, legal counsel and other compensation advisers.

The compensation committee members will consider the independence

of such advisors before selecting or receiving advice from such advisors.

Nominating and Corporate Governance Committee

The nominating and corporate governance

committee, which is comprised of Mr.

Hamilton and Mr.

Bujoreanu, will identify, evaluate and recommend qualified nominees

to serve on our board;

develop and oversee our internal corporate governance processes, and maintain a management succession plan.

Independent Directors

Six of our directors, Radu Bujoreanu, Thomas

Cooney, Michael Doron, Mark Hamilton, Stefan Mancas and Woody Jay Moore, are independent directors based on the NASDAQ definition

of independent director.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serve on

the board of directors or compensation committee of a company that has an executive officer who serves on our board or compensation

No member of our board is an executive officer of a company in which one of our executive officers serves as a member

of the board of directors or compensation committee of that company.

Code of Ethics

Our board of directors has adopted a code

of ethics applicable to our employees, directors and officers, in accordance with applicable U.S.

federal securities laws and the

NASDAQ regulations.

Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required

by applicable federal securities laws and the NASDAQ corporate governance rules.

SEC Settlement

On December 26, 2018, the SEC announced

that it has accepted our settlement offer and instituted settled administrative cease-and-desist proceedings against us and Gareth

Sheridan, our chief executive officer, Serguei Melnik, our chief financial officer.

The SEC’s administrative order, dated

December 26, 2018, finds that we and the officers consented –

without admitting or denying any findings by the SEC–

to cease-and-desist orders against them for violations by us of Sections 12(g) and 13(a) of the Securities Exchange Act of 1934

and Rules 12b-20 and 13a-1 thereunder, which require issuers to file accurate registration statements and annual reports with the

violations by the officers for causing our violations of the above issuer reporting provisions;

and violations by the

officers of Rule 13a-14 of the Exchange Act, which requires each principal executive and principal financial officer of issuers

to attest that annual reports filed with the SEC do not contain any untrue statements of material fact.

The SEC action followed

an investigation resulting from our failure to accurately disclose the FDA’s jurisdiction over our consumer products and

that we could not legally market these products in the United States.

In addition to consenting to the cease-and-desist orders,

the officers have each agreed to pay a $25,000 civil penalty to resolve the investigation.

The administrative order does not impose

a civil penalty or any other monetary relief against us.

Scientific Advisory Board

We have formed a scientific advisory board

to advise us on product development and potential products which we may be able to develop an application that uses our technology

and into which markets we should seek to enter if we receive FDA approval in the United States.

To date, the scientific advisory

board has not been active.

We anticipate that if we receive proceeds from a public offering of our securities and have commenced

full clinical development program, the scientific advisory board will work with us on product development as well as with respect

to which markets we will seek to enter if we receive FDA approval.

Our scientific advisory board presently has three members –

Jeff Patrick, who is our chief scientific officer, Dr.

Larry Dillaha, who is our chief medical officer, and Dr.

Srinvas Nalamachu.

Pursuant to an agreement dated July 31, 2018, we engaged Dr.

Nalamachu to serve as a member of our scientific advisory board for

a two-year period commencing July 31, 2018.

He provides his services to us on part-time basis.

For the first year, Dr.

received 2,500 shares, valued at $74,000, as compensation for his advisory board service.

Thereafter, compensation is in line with

that of other advisory board members.

Nalamachu is the founder and chief

medical officer of the Mid America PolyClinic in Overland Park, Kansas, where he has established a comprehensive pain center.

Nalamachu received his medical degree and completed his internship at Kakatiya Medical College in Warangal, India.

He pursued his

advanced training and completed his rotatory internship at Einstein Medical Center in Philadelphia, Pennsylvania, followed by his

physical medicine and rehabilitation residency at Temple University Hospital and Moss Rehabilitation Hospital in Philadelphia.

Besides his clinical practice, Dr Nalamachu heads a clinical research center focusing primarily in analgesic therapeutic space.

He has been a principal investigator for almost 100 clinical trials and has worked as a consultant for a number of pharmaceutical

companies in the United States, Europe and Asia.

He has co-authored more than 75 articles in clinical journals and close to 100

abstract/poster presentations at national and international conferences.

He is also on the faculty at medical schools in both the

United States and India.

Besides being the co-chair for the largest pain conference in US (PAIN WEEK), Dr Nalamachu also serves

on the editorial boards for the World Journal of Anesthesiology, PAINWeek Journal, Practical Pain Management, and Journal of Pain

His areas of clinical and research interest include Cancer pain, neuropathic pain, abuse deterrent opioids, new delivery

technologies and molecules with unique mechanism of action.

Compliance with Section 16(a) of the Securities Exchange

Section 16(a) of the Securities Exchange Act of 1934, as amended,

requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to

file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their

ownership of the our common stock and other equity securities, on Form 3, 4 and 5 respectively.

Sheridan and Mr.

filed late Form5s for the year ended January 31, 2020.

in Business and Management from Dublin Institute of Technology in 2008 and subsequently

received 1st class honours in his postgraduate degree specializing in Accountancy in 2009.

Mancas, a director since July 2018, received a Ph.D.

in Applied Mathematics from the University of Central Florida in May 2007

under the supervision of Dr.

Choudhury, with the dissertation topic “Dissipative Solitons in the cubic-quintic Complex

Ginzburg Landau equation:

Bifurcations and Spatiotemporal Structure”

for which he received the Outstanding Dissertation

Award in 2008.

Mancas is a professor and associate chair in the department of mathematics at Embry-Riddle Aeronautical University.

He is the co-founder of the nonlinear Waves Lab which contains a 10 m.

long water tank used for research in water waves, solitons

in shallow water, vortex solitons, soliton ships, surface waves and wind-wave interaction, microcavitation, design and optimization,

submarine currents, autonomous underwater vehicles, tractor beams, etc.

He is also the organizer of national and international

conferences in applied mathematics, and has published more than 40 articles in refereed journals.

Grigore, age 62, is a seasoned executive who managed to build careers in multiple fields.

He is a former assistant professor and

Head of Department at the Moldova State University and Moldova Free International University.

As a PhD in linguistics, he contributed

to establishing many language services and conference management businesses in his native country of Moldova.

He then engaged

in a prodigious diplomatic career, serving at high level positions in the Ministry of Foreign Affairs of Moldova.

2002 he was Minister Counselor, Deputy Chief of Mission, then Chargé

d’Affaires at Moldovan Embassy to the United

From 2002 to 2006 he was Ambassador, Permanent Representative of Moldova to the United Nations.

During his tenure he served

on the board of UNICEF and UNFPA.

He currently resides in New York City, using his extensive network of connections to provide

a wide array of consultancy services, primarily in the legal and medical field.

He graduated from Moldova State University in

1979, received a PhD from Minsk State Linguistic University, Belorussia, in 1987.

Overk, age 37, is the co-founder of Active Intelligence, which was formed in 2017, and has more than 15 years of experience with

various business roles in the Corporate Trade and Health & Wellness industries.

Before Co-Founding Active Intelligence Mr.

Overk spearheaded Business Development for Active International as a Director of New Business Development and later as a

member of the Corporate Development team tasked with leading the company into new markets and developing new strategic offerings.

Previously, Mr.

Overk led a highly motivated sales team at Medi-One LLC focused on high end Medical Diagnostic testing.

a Bachelor’s degree from Ramapo College of New Jersey in Business Administration with a concentration in Marketing and minor

of the Board of Directors

board of directors has created two committees - the audit committee and the compensation committee.

The board intends to create

a nominating and corporate governance committee.

Each of the committees will have a charter which meets the NASDAQ requirements

and will be composed of three independent directors.

audit committee is comprised of Mr.

Hamilton, as chairman, Mr.

Bujoreanu and Dr.

We do not have an “audit committee

financial expert.”

The audit committee oversees, reviews, acts on and reports on various auditing and accounting matters

to the board, including:

the selection of our independent accountants, the scope of our annual audits, fees to be paid to the

independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our

audit committee charter.

compensation committee is comprised of Mark Hamilton and Mr.

The compensation committee oversees the compensation of

our chief executive officer and our other executive officers and reviews our overall compensation policies for employees generally

as set forth in the audit committee charter.

If so authorized by the board, the compensation committee may also serve as the granting

and administrative committee under any option or other equity-based compensation plans which we may adopt.

The compensation

committee will not delegate its authority to fix compensation;

however, as to officers who report to the chief executive officer,

the compensation committee will consult with the chief executive officer, who may make recommendations to the compensation committee.

Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations.

The committee

will also discuss with the chief executive officer and other responsible officers the compensation policies for employees who

are not officers.

The compensation committee has the responsibilities and authority relating to the retention, compensation, oversight

and funding of compensation consultants, legal counsel and other compensation advisers.

The compensation committee members will

consider the independence of such advisors before selecting or receiving advice from such advisors.

of our directors, Radu Bujoreanu, Steven Damon, Mark Hamilton, Stefan Mancas and Vsevolod Grigore are independent directors based

on the NASDAQ definition of independent director.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more

than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports

of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities, on

Form 3, 4 and 5 respectively.

Bujoreanu, Mr.

Hamilton, Mr.

Mancas and Mr.

Moore have not filed their Form 3 or Form 4.

Grigore have not filed their Form 3 or Form 4.

EXECUTIVE COMPENSATION

The following summary compensation table

sets forth information concerning compensation for services rendered in all capacities during the years ended January 31, 2020

and 2019, earned by or paid to our chief executive officers and the two other officers receiving the greatest compensation.

Deferred Earnings

following summary compensation table sets forth information concerning compensation for services rendered in all capacities during

the years ended January 31, 2021 and 2020, earned by or paid to our chief executive officers and the two other officers receiving

the greatest compensation

and Principal Position

Sheridan, CEO

Gallagher, President 1

Patrick Chief Scientific Officer 1

1 During the year ended January

31, 2020, we issued to Mr.

Gallaher 8,572 shares of common stock, valued at $120,000, representing his compensation for the years

ended January 31, 2020 and 2019 pursuant to his employment agreement.

During the year ended January 31, 2019, we issued to Mr.

Gallagher 25,000 shares of common stock valued at $402,500.

2 During the year ended January 31, 2020, we issued to Strategic

Pharmaceutical Consulting LLC, a company controlled by Dr.

Plan Compensation

Deferred Earnings

Other Compensation

Chief Scientific

the year ended January 31, 2021, the Company issued Mr.

Gallagher 10,000 shares of common

stock, valued at $150,000, as compensation.

During the year ended January 31, 2020, we

issued to Mr.

Gallagher 8,572 shares of common stock, valued at $120,000, representing

his compensation for the years ended January 31, 2019 and 2018 pursuant to his employment

the year ended January 31, 2020, we issued to Strategic Pharmaceutical Consulting LLC,

a company controlled by Dr.

Patrick 8,572 shares of common stock, valued at $120,000,

1 unchanged sentence

Patrick’s compensation for the years ended January 31, 2020 and

We also granted him to an option

to purchase 25,000 shares of common stock at 75% of the market price.

We also granted him to an option to purchase 25,000 shares of common stock at 75%

of the market price.

The option expired unexercised.

During the year ended

January 31, 2019, the Company issued to Mr.

Patrick 12,500 shares of common stock valued at $162,500.

Employment Agreements

We have employment agreement with Gareth

Sheridan and Sergei Melnik dated February 1, 2018 pursuant to which we agree to employ Mr.

Sheridan as chief executive officer

Melnik as chief financial officer.

The agreements also provide that the executive will continue as a director.

The agreements

provide that employment is ongoing, with no specific termination date.

The agreement does not provide for any specific salary.

Sheridan is currently receiving compensation at the annual rate of $42,000, and Mr.

Melnik is not currently receiving any compensation.

We have an employment agreement dated January

1, 2018 with Sean Gallagher pursuant to which we employed him as president for a term with no expiration date at an annual salary

of $60,000, which may be paid in stock or cash.

The president serves on a part-time basis.

The Company has an employment agreement

dated February 19, 2019 with its chief scientific officer pursuant to which the Company agrees to employ him as chief scientific

officer for annual compensation of $60,000, payable in cash or stock, as the Company may elect.

The agreement has a term ending

on February 13, 2021 and continues thereafter on a year to year basis unless terminated by either party on 30 days’

the year ended January 31, 2021, we issued to Gareth Sheridan, our CEO, 10,000 shares

of common stock valued at $150,000, representing compensation for the year ended January

have entered into a three-year employment agreement with Gareth Sheridan, our CEO, effective April 25, 2019.

The agreement also

provides that the executive will continue as a director.

The Agreement provides for an initial term, commencing on the effective

date of this Agreement and ending on January 31, 2024, and continuing on a year-to-year basis thereafter unless terminated by

either party on not less than 30 days’

notice given prior to the expiration of the initial term or any one-year extension.

For his services to the Company during the term of the Agreement, Mr.

Sheridan receives an annual salary of $42,000 per annum,

commencing on the effective date of the Agreement and increasing to $170,000 per annum commencing in the month in which the Company

shall have received not less than $2,500,000 from one or more public or private financings of the Company’s equity securities

subsequent to the date of the Agreement.

have an employment agreement dated January 1, 2018 with Sean Gallagher pursuant to which we employed him as president for a term

with no expiration date at an annual salary of $60,000, which may be paid in stock or cash.

The president serves on a part-time

The employment agreement terminated January 1, 2020.

Company has an employment agreement dated February 19, 2019 with its chief scientific officer pursuant to which the Company agrees

to employ him as chief scientific officer for annual compensation of $60,000, payable in cash or stock, as the Company may elect.

The agreement has a term ending on February 13, 2021 and continues thereafter on a year to year basis unless terminated by either

party on 30 days’

The chief scientific officer series on a part-time basis.

Director Compensation

During the year ended January 31, 2019,

we issued 1,250 shares of common stock, valued at $37,000, based on the market price on the date of issuance, as compensation to

each of our independent directors –

Thomas Cooney, Michael Davidov, Michael Doron, Mark Hamilton, Stefan Mancas and Jay Moore.

Pension Benefits

We currently have no plans that provide

for payments or other benefits at, following, or in connection with retirement of our officers.

Outstanding Equity Awards at Fiscal

There are no outstanding equity awards

at January 31, 2020.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides information as to shares of common

stock beneficially owned as of April 10, 2020, by:

The employment agreement terminated

January 31, 2020.

currently have no plans that provide for payments or other benefits at, following, or in connection with retirement of our officers.

Equity Awards at Fiscal Year-End

are no outstanding equity awards at January 31, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information as to shares of common stock beneficially owned as of April 1, 2021, by:

Each director;

Each current officer named in the summary compensation table;

Each person owning of record or known by us, based on information provided to us by the persons named below, at least 5% of our common stock;

All directors and officers as a group.

For purposes of the following table, “beneficial

ownership”

means the sole or shared power to vote, or to direct the voting of, a security, or sole or shared investment power

with respect to a security, or any combination thereof, and the right to acquire such power (for example, through the exercise

of warrants granted by us) within 60 days of April 10, 2020.

At April 10, 2020, 5,512,928 shares of common stock were outstanding.

and Nature of

Each current officer

named in the summary compensation table;

Each person owning

of record or known by us, based on information provided to us by the persons named below, at least 5% of our common stock;

All directors and

officers as a group.

purposes of the following table, “beneficial ownership”

means the sole or shared power to vote, or to direct the voting

of, a security, or sole or shared investment power with respect to a security, or any combination thereof, and the right to acquire

such power (for example, through the exercise of warrants granted by us) within 60 days of April 1, 2021.

At April 1, 2021, 6,356,269

shares of common stock were outstanding.

and Address 1 of Beneficial Owner

Amount and Nature of Beneficial Ownership

Gareth Sheridan

2 unchanged sentences

Sean Gallagher

Larry Dillaha

Stefan Mancas

Thomas Cooney

Michael Doron

Mark Hamilton

1 unchanged sentence

Jeff Patrick 3

All officers and directors

as a group (16 individuals) 2,3

address is c/o Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

All officers and directors as a group (14 individuals) 2,3

Less than One (1%)

The address is c/o

Nutriband, Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

Includes 100,000

shares owned by Mr.

Melnik’s wife, as to which Mr.

Melnik disclaims beneficial interest, and 100,000 shares owned

by each of his two minor children.

Melnik disclaims beneficial interest, and 100,000 shares owned by

each of his two minor children.

Includes 21,072

shares owned by Strategic Pharmaceutical Consulting, with respect to which Dr.

Jeff Patrick, chief scientific officer,

has the power to vote and dispose of the shares, and 2,500 shares owned by Trigger Movement, as to which Patrick Ryan, chief

technical officer, has the power to vote and dispose of the shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

During the year ended January 31, 2020,

Serguei Melnik, our chief financial officer, and Dr.

Alan Smith, our chief operating officer, advanced us $33,317, of which $29,730

As of January 31, 2020, the amounts due the officers was $29,067, which is non-interest bearing.

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

to each of Sean Gallagher and to Strategic Pharmaceutical Consulting LLC, which is controlled by Jeff Patrick, for services rendered

Jeff Patrick, chief scientific officer, has

the power to vote and dispose of the shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

the year ended January 31, 2021, Serguei Melnik, our chief financial officer, and Dr.

Alan Smith, our chief operating officer,

advanced us $18,128, all of which was repaid.

As of January 31, 2021, the amounts due the officers was $-0-.

January 31, 2020, we issued 8,572 shares to each of Sean Gallagher and to Strategic Pharmaceutical Consulting LLC, which is controlled

by Jeff Patrick, for services rendered by Mr.

Gallaher and Dr.

Patrick valued at $120,000.

These issuances were made pursuant to employment agreements with Mr.

Patrick which provide for annual compensation of $60,000 and represented compensation for the years ended December 31,

2019 and 2018.

Director Independence

Six of our directors, Radu Bujoreanu , Thomas Cooney, Michael

Doron, Mark Hamilton, Stefan Mancas and Jay Moore, are independent directors based on the NASDAQ definition of independent director.

These issuances were made pursuant

to employment agreements with Mr.

Gallagher and Dr.

Patrick which provide for annual compensation of $60,000 and represented compensation

for the years ended December 31, 2019 and 2018.

January 5, 2021, the Company issued the following numbers of shares common stock to Company officers and members of its Board

of Directors.

All stock issuances were valued by the Board at $15.00 per share.

Gareth Sheridan, CEO and Director

Sean Gallagher, Executive Chairman and Director

Serguei Melnik, Director

Michael Myer, President of Pocono Pharma and Director

Radu Bujoreanu, Director

Damon, Director

Michael Doron, Director*

Mark Hamilton, Director

Stefan Mancass, Director

Vsevolod Grigore, Director

Patrick Ryan, Chief Technical Officer

Gerald Goodman, Chief Financial Officer

Alan Smith, Chief Operating Officer and President of 4P Therapeutics

Vitalie Botgros, Consultant

Thomas Cooney, Director*

Jay Moore, Director*

Former directors.

of our directors, Radu Bujoreanu, Steven P.

Damon, Mark Hamilton, Stefan Mancas and Vsevolod Grigore, are independent directors

based on the NASDAQ definition of independent director.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed by our independent

accountants, Sadler, Gibb & Associates, LLC, for each of our last two years for the categories of services indicated.

Year Ended January 31

following table sets forth the fees billed by our independent accountants, Sadler, Gibb & Associates, LLC, for each of our

last two years for the categories of services indicated.

Audit –

All other fees

Audit fees consist of fees related to professional services

rendered in connection with the audit of our annual financial statements and review of our interim financial statements.

All other fees relate to professional services rendered in connection

our proposed registration statement and acquisition audit.

Our policy is to pre-approve all audit and permissible non-audit

services performed by the independent accountants.

These services may include audit services, audit-related services, tax services

and other services.

Under our audit committee’s policy, pre-approval is generally provided for particular services or categories

of services, including planned services, project based services and routine consultations.

In addition, the audit committee may

also pre-approve particular services on a case-by-case basis.

Our board approved all services that our independent accountants

provided to us in the past two fiscal years.

Articles of Incorporation.

(Filed as Exhibit 3.1A to the the Company’s registration statement on Form 10, which was filed with the Commission on June 2, 2016, and incorporated herein by reference.)

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements

and review of our interim financial statements.

other fees relate to professional services rendered in connection our proposed registration statement and acquisition audit.

policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.

These services

may include audit services, audit-related services, tax services and other services.

Under our audit committee’s policy,

pre-approval is generally provided for particular services or categories of services, including planned services, project based

services and routine consultations.

In addition, the audit committee may also pre-approve particular services on a case-by-case

Our board approved all services that our independent accountants provided to us in the past two fiscal years.

of Incorporation.

(Filed as Exhibit 3.1A to the the Company’s registration statement on Form 10, which was filed with

the Commission on June 2, 2016, and incorporated herein by reference.)

to Articles of Incorporation, filed May 12, 2016.

1 unchanged sentence

on Form 10, which was filed with the Commission on June 2, 2016, and incorporated herein by reference.)

Certificate of Amendment filed January 22, 2020.

of Amendment filed January 22, 2020.

(Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed January

Securities purchase agreement dated October 29, 2019

among the Company, Jefferson Street Capital LLC and Platinum Point Capital LLC (7)

Form of convertible 6% promissory note issued pursuant

to Exhibit 4.3 (7)

Share exchange agreement dated January 15, 2016 by

and among the Company, Nutriband Limited, an Ireland corporation, and Gareth Sheridan and/or his nominee (1)

Quality agreement, dated July 19, 2016, between Pocono Coated Products LLC and the Company.

Acquisition agreement dated April 5, 2018 between the

Company and 4P Therepeutics LLC.

Form of agreement with independent directors.

Exclusive master distribution agreement dated April

13, 2018 between the Company and EMI-Korea (Best Choice), Inc.

Certification of Chief Executive Officer and Financial Officers pursuant to Rule 13A-14(A)/15D-14(A) of the Securities

Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (6)

Certification of Chief Executive and Financial Officers Pursuant to 18 U.S.C.

1350 (Section

906 of the Sarbanes-Oxley Act of 2002) (6)

Audit Committee Charter (4)

Compensation Committee Charter (4)

purchase agreement dated October 29, 2019 among the Company, Jefferson Street Capital LLC and Platinum Point Capital

of convertible 6% promissory note issued pursuant to Exhibit 4.3 (6)

exchange agreement dated January 15, 2016 by and among the Company, Nutriband Limited, an Ireland corporation, and Gareth

Sheridan and/or his nominee (1)

agreement dated April 5, 2018 between the Company and 4P Therepeutics LLC.

of agreement with independent directors.

master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best Choice), Inc.

Agreement, dated April 23, 2019, between Gareth Sheridan and the Company.

Agreement, dated April 23, 2019, between Serguei Melnik and the Company.

Agreement, dated February 19, 2019, between Jeffrey Patrick and the Company.

Agreement, dated January 1, 2018, between Sean Gallagher and the Company.

Agreement, dated August 31, 2020, by and among the Company and Pocono Coated Products, LLC.

Agreement, between the Company and Pocono Coated Products, LLC.

Note Issued by the Company on August 31, 2020 to Pocono Coated Products, LLC.

License Agreement, dated December 9, 2020, between the Company and Rambam Med-Tech Ltd.

Distribution Agreement, dated March 26, 2021, between the Company and BPM Inno Ltd.

Stock Purchase Agreement, dated December 7, 2020, between the Company and BPM Inno Ltd.

Certification of Principal Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of Principal Executive and Financial Officers Pursuant to 18 U.S.C.

1350 (Section 906 of the Sarbanes-Oxley Act of 2002)*

Committee Charter (4)

XBRL Instance Document

XBRL Taxonomy Schema Document

XBRL Taxonomy Calculation Document

XBRL Taxonomy Linkbase Document

XBRL Taxonomy Label Linkbase Document

XBRL Taxonomy Presentation Linkbase Document

(1) Filed as exhibit to the Company’s registration statement on Form 10, which

was filed with the Commission on June 2, 2016, and incorporated herein by reference.

(2) Filed as an exhibit to the Company’s report on Form 8-K, which was filed with

the Commission on May 23, 2017 and incorporated herein by reference.

(3) Filed as an exhibit to the Company’s report on Form 8-K, which was filed with

the Commission on April 10, 2018 and incorporated herein by reference.

(4) Filed as an exhibit to the Company’s annual report on Form 10-K for the year

ended January 3, 2019 which was filed with the Commission on April 19, 2019, and incorporated herein by reference.

(6) Filed herewith.

(7) Filed as an exhibit to the Company’s report on Form 8-K, which was filed with

the Commission on November 4, 2019.

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed as exhibit

to the Company’s registration statement on Form 10, which was filed with the Commission on June 2, 2016, and incorporated

herein by reference.

Filed as an exhibit

to the Company’s report on Form 8-K, which was filed with the Commission on May 23, 2017 and incorporated herein by

Filed as an exhibit

to the Company’s report on Form 8-K, which was filed with the Commission on April 10, 2018 and incorporated herein by

Filed as an exhibit

to the Company’s annual report on Form 10-K for the year ended January 3, 2019 which was filed with the Commission on

April 19, 2019, and incorporated herein by reference.

Filed as an exhibit

to the Company’s Registration Statement on Form S-1/A, which was filed with the Commission on May 19, 2020, and incorporated

herein by reference.

Filed as an exhibit

to the Company’s report on Form 8-K, which was filed with the Commission on November 4, 2019.

Filed as an exhibit

to the Company’s report on Form 8-K, which was filed with the Commission on September 4, 2020.

Filed as an exhibit

to the Company’s report on Form 8-K, which was filed with the Commission on March 11, 2021.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of the Securities Exchange Act

of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf

by the undersigned thereunto duly authorized.

April 2, 2021

NUTRIBAND INC.

/s/ Gareth Sheridan

Gareth Sheridan

Chief Executive 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.

Each person whose signature appears below hereby authorizes Gareth Sheridan and Serguei Melnik, and each of them

acting singly, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or

her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file

the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.

Gareth Sheridan

Chief executive officer and director (principal

executive officer)

Gareth Sheridan

Serguei Melnik

Chief financial officer and director (principal

financial officer)

Serguei Melnik

Chief Executive Officer

Gerald Goodman

Chief accounting officer

Gerald Goodman

Thomas Cooney

Radu Bujoreanu

Michael Doron

Chief Financial Officer

(Principal Financial

and Accounting Officer)

/s/ Gareth Sheridan

Chief Executive Officer and Director

April 2, 2021

Gareth Sheridan

/s/ Serguei Melnik

April 2, 2021

Serguei Melnik

/s/ Sean Gallagher

Executive Chairman and Director

April 2, 2021

Sean Gallagher

Mark Hamilton

/s/ Michael Myer

President of Pocono Pharma and Director

April 2, 2021

/s/ Radu Bujoreanu

April 2, 2021

Radu Bujoreanu

/s/ Vsefolod Grigore

April 2, 2021

Vsevolod Grigore

Mark Hamilton

Stefan Mancas

/s/ Stefan Mancas

April 2, 2021

Stefan Mancas

NUTRIBAND INC.

January 31, 2019

Index to Consolidated Financial Statements

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at January 31, 2021 and 2020

Consolidated Statements of

Operations and Comprehensive Loss for the years ended January 31, 2020 and 2019

Statements of Operations and Comprehensive Loss for the years ended January 31, 2021 and 2020

Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the years ended January 31, 2021 and 2020

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Nutriband Inc.:

To the Shareholders and the Board of Directors of Nutriband

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Nutriband Inc.

(“the Company”) as of January 31, 2020 and 2019, the related consolidated statements

We have audited the accompanying consolidated balance

sheets of Nutriband Inc.

and Subsidiaries (“the Company”) as of January 31, 2021 and 2020, the related consolidated statements

of operations and comprehensive loss, stockholders’

equity, and cash flows for each of the years in the two-year period ended

January 31, 2020 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January

31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended January

31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the

Company has suffered recurring losses from operations and has limited revenues.

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 described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

equity, and cash flows for each of the years in the two-year period ended January

31, 2021 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and

the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

Basis for Opinion

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of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

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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 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 control 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 control over financial reporting.

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 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 control over financial reporting.

As part of our audit, 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

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to

assess the risks of material misstatement of the 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 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 financial statements.

We believe that our audits provide a

reasonable basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the 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 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 financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a

separate audit opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Long-Lived Asset Impairment Assessment

Critical Audit Matter Description

As described in note 1 to the consolidated

financial statements, the Company performs impairment testing for its long-lived assets when events or changes in circumstances indicate

that its carrying amount may not be recoverable and exceeds its fair value.

Due to challenging industry and economic conditions, the Company

tested its long-lived assets during the year ended January 31, 2021.

We identified the evaluation of the impairment

analysis for long-lived assets as a critical audit matter because of the significant estimates and assumptions management used in the

related cash flow analysis.

Performing audit procedures to evaluate the reasonableness of these estimates and assumptions required a high

degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the following:

Testing management’s process for developing

the fair value estimate.

Evaluating the appropriateness of the cash flow

model used by management.

Testing the completeness and accuracy of underlying

data used in the fair value estimate.

Evaluating the significant assumptions used by

management related to revenues, gross margin, other operating expenses, income taxes and long-term growth rate to discern whether they

are reasonable considering (i) the current and past performance of the entity;

(ii) the consistency with external market and industry

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were utilized by the Firm

to assist in the evaluation of the discounted cash flow model and discount rate assumptions.

Goodwill Impairment Assessment

Critical Audit Matter Description

As described in note 1 to the consolidated

financial statements, the Company tests goodwill for impairment annually at the reporting unit level, or more frequently, if events or

circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

units are tested for impairment by comparing the estimated fair value of each reporting unit with its carrying amount.

If the carrying

amount of a reporting unit exceeds its estimated fair value, an impairment loss is recorded based on the difference between the fair value

and carrying amount, not to exceed the associated carrying amount of goodwill.

The Company’s annual impairment test occurred on

January 31, 2021.

We identified the evaluation of the impairment

analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management used in the discounted

cash flow analysis performed by management to determine fair value of the reporting unit.

Performing audit procedures to evaluate the

reasonableness of these estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the following:

Testing management’s process for developing

the fair value estimate.

Evaluating the appropriateness of the discounted

cash flow model used by management.

Testing the completeness and accuracy of underlying

data used in the fair value estimate.

Evaluating the significant assumptions used by

management related to revenues, gross margin, other operating expenses, income taxes, long-term growth rate, and discount rate to discern

whether they are reasonable considering (i) the current and past performance of the entity;

(ii) the consistency with external market

and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge

were utilized by the Firm to assist in the evaluation of the discounted cash flow model and discount rate assumptions.

Business Combinations

Description of the Critical Audit Matter

As described in note 2 to the consolidated

financial statements, the Company completed an acquisition agreement wherein the Company acquired the net assets from one entity and 100%

ownership of a second entity for total consideration of $7,418,073.

The acquisition was accounted for a business combination.

The recognition, measurement and disclosure

of the Company’s business combination in the January 31, 2021 consolidated financial statements was considered especially challenging

and required significant auditor judgment due to the complex determination by management of the appropriate assumptions, such as discount

rates, revenue growth rates, and projected profit margins, for the valuation of acquired net assets and expected probabilities of key

outcomes for the valuation of assumed liabilities.

The Company used income valuation models including Relief from Royalty, Multi-Period

Excess Earnings and With and Without Method to measure the Intellectual property, customer base and tradenames.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the following:

Testing management’s process for developing

the fair value estimate.

Evaluating the appropriateness of the income

valuation models used by management.

Testing the completeness and accuracy of underlying

data used in the fair value estimate.

Evaluating the significant assumptions used by

management related to sales growth, discount rates, royalty rates cost of goods and operating overhead to discern whether they are reasonable

considering (i) the current and past performance of the entity;

(ii) the consistency with external market and industry data;

whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge

were utilized by the Firm to assist in the evaluation of the discounted cash flow model and discount rate assumptions.

Evaluation of a Going Concern

Description of the Critical Audit Matter

As described further in Note 1 to the financial

statements, in the current year the Company has recorded operating losses, negative working capital, negative cash flows from operations

and an accumulated deficit, which raises doubt about its ability to continue as a going concern.

Management has implemented plans to alleviate

the substantial doubt.

Management plans to address the concerns, as needed, by (a) utilizing recent financing obtained through equity

(b) delaying planned expenditures and (c) relying on recent increases in revenues and positive cash flow trends.

When considering

these factors in conjunction with the Company’s operating plan, management believes it has sufficient ability to fund operations

the Company’s obligations as they come due for at least one year from the financial statement issuance date.

We determined the Company’s ability

to continue as a going concern is a critical audit matter due to the estimation and execution uncertainty regarding the Company’s

available capital and the risk of bias in management’s judgments and assumptions in their determination.

How the Critical Audit Matter Was Addressed

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

We performed testing procedures such as analytical

procedures to identify conditions and events that indicate there could be substantial doubt about the entity's ability to continue as

a going concern for a reasonable period of time.

We reviewed and evaluated management's plans

for dealing with adverse effect of these conditions and events that raised doubt about the Company’s ability to continue as a going

We tested the reasonableness of management’s assessment of whether the

Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date.

We assessed whether the Company’s determination

that there is substantial doubt about its ability to continue as a going concern was adequately disclosed.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since 2016.

Salt Lake City, UT

April 2, 2021

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AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE

CURRENT ASSETS:

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Accounts payable and accrued expenses

Customer deposits

Operating lease liability

Derivative liability

Operating lease liability

Deferred revenue

Notes payable-related party

Notes payable

Convertible debt- net of debt discount of $202,500 and $-0- as of January 31, 2020 and 2019, respectively

Finance lease liabilities-current portion

Notes payable-current portion

Convertible debt- net

Total Current Liabilities

LONG-TERM LIABILITIES:

Notes payable-net of current portion

Finance lease liabilities-net of current portion

Total Liabilities

Commitments and Contingencies

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Preferred stock, $.001 par value, 10,000,000 shares authorized, -0- outstanding

Common stock, $.001 par value, 250,000,000 shares and 25,000,000 shares authorized;

5,441,100 and 5,423,956 shares issued and outstanding at January 31, 2020 and 2019, respectively

Common stock,

$.001 par value, 250,000,000 shares and 250,000,000 shares authorized;

6,256,772 and 5,441,100 shares issued and outstanding

at January 31, 2021 and 2020, respectively

Additional paid-in-capital

Subscription payable

Accumulated other comprehensive loss

Accumulated deficit

(11,835,105 )

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

See notes to consolidated financial statements

notes to consolidated financial statements

NUTRIBAND INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS

OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

Costs and expenses:

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Selling, general and administrative expenses

Total Operating Costs and Expenses

Total Costs and Expenses

Loss from operations

Other income (expense)

Loss on extinguishment of debt

Early prepayment fee on convertible debenture

Gain on forgiveness of debt

Derivative expense

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Total other income (expense)

Loss from operations before provision for income taxes

Loss from operations before provision for income

Provision for income taxes

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

CONSOLIDATED STATEMENTS

OF STOCKHOLDERS’

Comprehensive

Income (Loss)

Balance, February 1, 2019

$ (6,180,650 )

Issuance of common stock for services

Sale of common stock for cash

Common stock issued on the exercise of warrants

Cancellation of common stock

Common stock issued for acquisition

Issuance of warrants for services

Issuance of common stock for accounts payable

Foreign currency translation adjustment

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Balance, January 31, 2020

Issuance of warrants for services

Issuance of common stock for accounts payable

Proceeds from sale of common stock and warrants

Issuance of common stock for acquisition

Issuance of common stock for services

Reclassification of warrants from liability to equity

Issuance of common stock for note payable

Subscrption payable for cash

Subscrption payable for services

Net loss for the year ended January 31, 2021

Foreign currency translation adjustment

Balance, January 31, 2021

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS

OF CASH FLOWS

Cash flows from operating activities:

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Derivative expense

Early prepayment fee on convertible debentures

Loss on extinguishment of debt

Gain on forgiveness of loan payment

Gain on change in fair value of derivative

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Stock-based compensation

Subscription payable

Changes in operating assets and liabilities:

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Cash flows from investing activities:

Payment on acquisition

Purchase of equipment

Cash received from acquisition

Net Cash Used in Investing Activities

Cash flows from financing activities:

Payment of bank overdraft

Proceeds from sale of common stock

Proceeds from exercise of warrants

Proceeds from notes payable

Proceeds from convertible debt

Proceeds from stock subscription

Payment of notes payable

Payment of convertible debt

Payment of finance leases

Proceeds from related parties

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Supplemental disclosure of non-cash investing and financing activities

Common stock to be issued for services

Common stock and note issued for acquisition

Adoption of ASC 842 Operating lease asset and liability

Derivative liability warrant reclassed to equity

Debt discount on convertible notes

Common issued for services

Details of Acquisition:

Assets purchased

Intangible Asset

Liabilities assumed

Net assets purchased

Common stock issued

Common stock issued for accounts payable

Common stock issued for settlement of debt

See notes to consolidated financial statements

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FDA approval before we can market any of our pharmaceutical products.

August 25, 2020, the Company formed Pocono Pharmaceuticals Inc.

(“Pocono Pharmaceuticals”), a wholly owned subsidiary

of the Company.

On August 31, 2020, the Company acquired certain assets and liabilities associated with the Transdermal, Topical,

Cosmetic, and Nutraceutical business of Pocono Coated Products LLC (“PCP”).

The net assets were contributed to Pocono

Pharmaceuticals.

Included in the transaction the Company also acquired 100% of the membership interests of Active Intelligence

LLC (“Active Intelligence”).

See Note 2 for further details of the acquisition.

Pocono Pharmaceuticals is a coated products manufacturing entity

organized to take advantage of unique process capabilities and experience.

Pocono helps their customer with product design and

development along with manufacturing to bring new products to market with minimal capital investment.

Pocono Pharmaceutical’s

competitive edge is a low-cost manufacturing base:

a result of its unique processes and state of the art material technology.

Intelligence manufactures activated kinesiology tape.

The tape has transdermal and topical properties.

This tape is the same as

traditional kinesiology tape.

December 2019, COVID-19 emerged and has subsequently spread world-wide.

The World Health Organization has declared COVID-19 a

pandemic resulting in federal, state and local governments and private entities mediating various restrictions, including travel

restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining people who may have been

exposed to the virus.

The effect of these orders, government imposed quarantines and measures the Company would take, such as

work-at-home policies, may negatively impact productivity, disrupt our business and could delay our clinical programs and timelines,

the magnitude of which will depend, in part, on the length and severity of the restrictions and disruptions in our operations

could negatively impact our business, operating results and financial condition.

Further, quarantines, shelter-in-place and similar

government orders, or the perception that such orders, shutdowns, or other restrictions on the conduct of business could occur,

related to COVID-19 or other infectious diseases could impact personnel at third-party manufacturing facilities in the United

States and other countries, or the availability or cost of materials, which could disrupt our supply chain.

June 25, 2019, the Company effected one-for-four reverse split, pursuant to which each share of common stock became and was converted

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information in these financial statements retroactively reflect the reverse split.

Company’s 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.

The Company did not

generate any revenue prior to the quarter ended October 31, 2018.

For the year ended January 31, 2020, the Company generated revenue

of $370,647 on which it recorded cost of revenues of $549,107 and a loss from operations of $1,969,440.

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, the Company has temporarily closed its operations, and does not expect that it will be able to commence operations until

it received substantial funding.

Successful business operations and its transition to attaining profitability are dependent upon

obtaining additional financing and achieving a level of revenue to support its cost structure, developing its products and obtaining

FDA approval to market any product it develops and implementing a marketing program for such products.

These factors raise substantial

doubt about ability of the Company to continue as a going concern for a period of at least one year from the date of issuance

of these financial statements.

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

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

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 doubt.

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.

Accounting Policies

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The operations of 4P Therapeutics are included in the Company’s financial

statements from the date of acquisition of August 1, 2018.

statements from the date of acquisition of August 1, 2018 and the operations of Pocono and Active Intelligence are included in

the Company’s financial statements from the date of acquisition of September 1, 2020.

The wholly owned subsidiaries are

Therapeutics LLC

Pharmaceuticals Inc.

preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United

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revenue as the performance obligations are satisfied.

following is a description of the Company’s revenue types, which include professional services and sale of consumer products:

● Professional

services include the contract of research and development related services with the Company’s

following is a description of the Company’s revenue types, which include professional services and sale of goods:

revenues include the contract of research and development related services with the Company’s

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

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project engaged.

revenues are derived from the sale of the Company’s consumer products.

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

revenues are derived from the sale of the Company’s consumer transdermal and coated

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

with Customers

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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 conformity with GAAP.

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

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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

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

during that month.

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

Disaggregation

Company disaggregates its revenue from contracts with customers by service type and by geographical location.

Company disaggregates its revenue from contracts with customers by type and by geographical location.

See the tables:

Revenue by service type

Years Ended January 31,

Revenue by type

Sale of goods

Years Ended January 31,

Revenue by geographical location

United States

Non-United States

accounts receivable are recorded at the net invoice value and are not interest bearing.

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Lab Equipment

Furniture, fixtures and equipment

Furniture and fixtures

Machinery and equipment

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

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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 exceed their fair value.

The Company does not amortize

goodwill in accordance with ASC 350.

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

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disclosure and internal control over financial reporting.

of the new standard resulted in the recording of right-to-use assets in the amount of $28,827 and lease liabilities related to

operating leases in the amount of $28,827 on the Company’s consolidated balance sheet as of February 1, 2019.

Leases, for Topic 842 disclosures in connection with the adoption of ASU 2016-02.

and Development

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Company’s cash and cash equivalents are concentrated primarily in banks.

At times, such deposits could be in excess

of insured limits.

Management believes that the financial institutions that hold the Company’s financial instruments

are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.

As of and for the years ended January 31, 2020 and 2019, three customers accounted for 100% of the Company’s revenues and

two customers accounted for 100% of accounts receivable.

At times, such deposits could be in

excess of insured limits.

Management believes that the financial institutions that hold the Company’s financial

instruments are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.

As of and for the year ended January 31, 2020, three customers accounted for 100% of the Company’s revenues and two customers

accounted for 100% of accounts receivable.

As of and for the year ended January 31, 2021, one customer accounted for 62% of the

Company’s revenues and two customers accounted for 67% and 13% of accounts receivable.

earnings per share of common stock is computed by dividing net earnings by the weighted average number of shares of common stock

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For the years ended January 31, 2021 and 2020 there were 141,830

and 182,500 potential shares of common stock that were not included in the calculation of diluted earnings per share as their

effect would be anti-dilutive.

and 70,000 potential shares of common stock that were not included in the calculation of diluted earnings per share as their effect

would be anti-dilutive.

Value Measurements

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These tiers are defined as follows:

1 -Observable

inputs such as quoted market prices in active markets.

Level 2 -Inputs

other than quoted prices in active markets that are either directly or indirectly observable.

Level 3 -Unobservable

inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

1 -Observable inputs such as quoted market prices in active markets.

2 -Inputs other than quoted prices in active markets that are either directly or indirectly observable.

3 -Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions.

carrying value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, prepaid

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short maturity dates or durations.

Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of January 31, 2020, consisted

of the following:

Derivative liability (1)

Company has estimated the fair value of this liability using the Monte Carlo Model.

Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging”

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financial instruments at fair value as discussed above.

As of January 31, 2020, the Company had a $928,774 derivative liability.

As of January 31, 2021, and 2020, the Company had a $-0- and $928,774

derivative liability, respectively.

value estimates are made at a specific point in time, based on relevant market information about the financial statement.

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Accounting Standards

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

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

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

Early 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.

August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework - Changes to the Disclosure

Requirements”.

The updated guidance improves the disclosure requirements on fair value measurement.

The updated guidance

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

The Company adopted

the provisions effective February 1, 2020.

The adoption did not have a material impact on the Company’s consolidated financial

position or consolidated results of operations.

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.

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.

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

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 of ASU No.

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.

Simplifying the Accounting for Income Taxes, which modifies

ASC 740 to reduce complexity while maintaining or improving the usefulness of the information provided to the users of financial

ASU 209-12 is effective for annual reporting periods beginning after December 15, 2021.

The Company is currently assessing

the impact of ASU 209-12, but it is not expected to have a material impact on the Company’s consolidated financial statements.

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

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the Company’s financial management and certain standards are under consideration.

August 31, 2020, the Company entered into a Purchase Agreement (“Agreement”), with Pocono Coated Products (“PCP”),

pursuant to which PCP agreed to sell the Company certain of the assets and liabilities associated with its Transdermal, Topical,

Cosmetic, and Nutraceutical business, including:

(1) all the equipment, intellectual property and trade secrets, cash balances,

receivables, bank accounts and inventory, free and clear of all liens, except for certain lease obligations, and (2), a 100% membership

interest in Active Intelligence, LLC (collectively the “Assets”).

The net assets acquired were contributed to Pocono

Pharmaceuticals Inc, a newly formed wholly owned subsidiary of the Company.

The purchase price for the Assets was (i) $6,085,180

paid with the issuance of 608,519 shares in the Company’s common stock of Nutriband at a value of the average price of the

previous 90 days at the date of Closing (the “Shares”), and (ii) a promissory note of the Company, net of debt discount,

in the principal amount, of $1,332,893 (the Note”) which is due upon the earlier of (a) twelve (12) months from issuance,

or (b) immediately following a capital raise of not less than $4,000,000 and/or a public offering of no less than $4,000,000.

Michael Myer, the CEO of PCP, has been elected to the Board of Directors of the Company for period of one year at the annual meeting

of shareholders of the Company held in October 2020.

Agreement provides that it is effective August 31, 2020, on which date the parties also entered into an escrow agreement (the

“Escrow Agreement”), with legal counsel serving as the escrow agent, providing for holding of the Note, certificate

for the shares, and title to the Assets (held in a special purpose subsidiary) as collateral security for completion of all closing

conditions under the Agreement.

On that date, the parties also entered into a security agreement granting PCP a security interest

in all proceeds of the Assets held as collateral under the Escrow Agreement.

purpose of the Company entering into the transaction is to enhance the transdermal products operations of the Company.

value of consideration given was allocated to the net tangible assets acquired.

GAAP, both the PCP segment and Active

Intelligence were considered to be businesses and, as such, the transaction was accounted for under the acquisition method of

of the net assets acquired are as follows:

Fair value Recognized on Acquisition

Common stock issued

Note payable issued

Accounts receivable

Equipment and fixtures

Customer base

Intellectual property and trademarks

Acounts payable and accrued expenses

Deferred revenue

Net assets acquired

following unaudited pro forma condensed financial information presents the combined results of operations of the Company and the

two businesses acquired from PCP, Pocono and Active Intelligence, as if the acquisition occurred as part of the beginning of cash

period presented.

The unaudited pro forma condensed financial information is not intended to represent or be indicative of the

consolidated results of operations of the Company that would have been reported had the acquisition occurred at the beginning

of the period presented and should not be taken as being representation of the future consolidated results of operations of the

Loss per common share - basic and diluted

the date of acquisition, Pocono and Active Intelligence had net revenues of $154,195 and incurred a net loss of $40,068.

AND EQUIPMENT

Lab equipment

Furniture, fixtures and equipment

Machinery and equipment

Furniture and fixtures

Accumulated depreciation

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for losses for certain carryforwards that it believes may not be realized.

provision for income taxes consist of the following:

provision for income taxes consists of the following:

Ended January 31,

reconciliation of taxes on income computed at the federal statutory rate to amounts provided is as follows:

Book loss from operations

Years Ended January 31,

Book income (loss) from operations

Common stock issued for services

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to the deferred tax liability and deferred tax asset and their approximate tax effects are as follows:

Net operating

loss carry forwards (expire through 2037)

Net operating loss carryforwards (expire through 2038)

$ (1,106,339 )

Stock issued for services

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PAYABLE/CONVERTIBLE DEBT

September 12, 2017, the Company borrowed $15,000 on an interest-free basis from a minority stockholder.

In April 2018, the Company

borrowed an additional $25,000 from the minority stockholder.

During 2019, the Company borrowed an additional $175,000.

are interest free and due upon demand.

The balance due on such loans was $215,000 on January 31, 2020, and $40,000 on January

31, 2019, which is included in notes payable.

the year ended January 31, 2019, the Company’s chief financial officer and chief operating officer advanced the Company

$34,980, paid $23,817 expenses on behalf of the Company, of which $29,730 was repaid as of January 31, 2020.

The balance due to

the officers as of January 31, 2020 was $29,067.

March 21, 2020, the Coronavirus Aid Relief and Economic Security Act (“CARES ACT”

The CARES ACT established

the Paycheck Protection Program (“PPP”) which funds small businesses through federally guaranteed loans.

PPP, companies are eligible for forgiveness of principal and interest if the proceeds are used for eligible payroll costs, rent

and utility costs.

On June 17, 2020, the Company’s subsidiary, 4P Therapeutics, was advanced $34,870 under the PPP, all

of which was outstanding as of January 31, 2021.

The note matures June 17, 2022 and accrues interest at 0.98% per year.

March 2020, a minority shareholder who had previously made loans of $215,000 as of January 31, 2020, made an additional loan to

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

The loans are interest free

and due upon demand.

On March 27, 2020, the Company issued 25,000 shares of common stock upon reaching a settlement with the noteholder

to convert the notes in the principal balance of $275,000.

The transaction resulted in a loss on extinguishment of $12,500.

July 2020, the minority shareholder made an additional loan to the Company in the amount of $100,000.

The loan is interest free

and due upon demand.

The loan was outstanding as of January 31, 2021.

Intelligence, the Company’s newly acquired subsidiary, entered into an agreement with the Carolina Small Business Development

Fund for a line of credit of $160,000 due October 16, 2029 with interest of 5% per year.

The amount assumed in Note 2 was $139,184.

The loan requires monthly payments of principal and interest of $1,697.

During the year ended January 31, 2021, Active Intelligence

made payments of $3,351, and $2,217 were principal payments advanced under the Cares Act.

As of January 31, 2020, the amount due

was $129,078, of which $13,885 is current.

has two finance leases secured by equipment.

The leases mature in 2025 and 2026.

The incremental borrowing rate is 5.0%.

January 31, 2021, the minimum lease payments are as follow:

January 31, 2022

January 31, 2023

January 31, 2024

January 31, 2025

January 31, 2026

Party Payable

of January 31, 2020, the Company owed its chief financial officer and chief operating officer $29,067 from advances made to the

During the year ended January 31, 2021, the Company’s chief financial officer paid expenses of $12,628 on behalf

of the Company, the Company’s chief executive officer and chief operating officer advanced the Company $5,500 and the officers

were repaid $40,194.

As of January 31, 2021, the amount the officers were fully repaid.

August 31, 2020, in connection with the Company’s acquisition of Pocono Products LLC, the Company issued to Pocono Coated

Products LLC a promissory note, net of debt discount, in the amount of $1,332,893 with interest accruing at an annual rate of

0.17%, due on August 28, 2021 or immediately following the earlier of a capital raise of no less than $4,000,000 and/or a public

offering of no less than $4,000,000.

Pocono Coated Products LLC, a related party, is a shareholder of the Company.

October 30, 2019, the Company entered into a securities purchase agreement with two investors pursuant to which the Company issued

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The loans contained an

original issue discount of $20,000 resulting in gross cash proceeds from this financing were of $250,000.

notes are convertible at a conversion price equal to the lesser of (i) the per share price of common stock offered in a public

original issue discount of $20,000 resulting in gross proceeds from this financing of $250,000.

notes are convertible at a conversion price equal to the lesser of (i) the per share price of our common stock offered in a public

offering or (ii) the variable conversion price, which is defined as 70% of the lowest trading price of the common stock during

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equity line of credit or (d) a financing with a bank or other institutional lender.

embedded conversion option qualified for derivative accounting and bifurcation of under ASC 815-15 Derivatives and Hedging.

initial fair value of the conversion feature was $128,870 and the fair value of the warrants issued in connection with the notes

were valued at $888,780 and were recorded based on their relative fair values.

A debt discount to the note payables of $270,000

and an initial derivative expense of $767,650 was recorded.

embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivative and Hedging.

fair of the conversion feature was $128,870 and the fair value of the warrants in connection with the notes were valued at $888,789

and were recorded based on their relative fair values.

A debt discount to the note payables of $270,000 and an initial derivative

discount of $767,650 was recorded.

debt discount will be amortized over the life of the note.

Amortization of debt discount for the year ended January was $67,500.

Amortization of the debt discount for the year ended January 31, 2020

As of January 31, 2020, the debt discount remaining was $202,500.

expense for the year ended January 31, 2020 including the amortization of the debt discount was $71,550.

March 2020, the Company repaid the $270,000 convertible debt and recorded a loss on the extinguishment of debt of $69,132.

ACQUISITION OF BUSINESS

August 1, 2018, the Company acquired 100% of the membership interests of 4P Therapeutics, pursuant to an agreement dated April

5, 2018, for $2,250,000, consisting of 250,000 shares of common stock, valued at $1,850,000, and $400,000, and a royalty of 6%

on all revenue generated by us from the abuse deterrent intellectual property that had been developed by 4P Therapeutics payable

to the former owner of 4P Therapeutics.

The primary purpose of the acquisition is to acquire the intellectual property of 4P Therapeutics

and complete the development and seek FDA approval, initially for 4P Therapeutics’

lead product, its abuse deterrent fentanyl

transdermal system, which is in the development stage.

Acquisition costs, which were minimal, have been expensed as incurred in

accordance with ASC 350.

of the net assets acquired are as follows:

Fair Value Recognized

On Acquisition

Customer base

Intellectual Property

Net assets acquired

Satisfied by:

Common stock issued

Cash outflows on acquisition

following unaudited pro forma condensed financial information presents the combined results of operations of the Company and 4P

Therapeutics as if the acquisition occurred as of the beginning of the year ended January 31, 2019.

The unaudited pro forma condensed

financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that

would have been reported had the acquisition occurred at the beginning of the prior year period presented and should not be taken

as being representation of the future consolidated results of operations of the Company.

The pro forma results for the year ended

January 31, 2020 are not included in the table below because the operating results 4P Therapeutics were included in our consolidated

of operations and comprehensive income.

Loss per common share - basic and diluted

ASSETS AND GOODWILL

January 31, 2020 and 2019, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization,

March 25, 2020, the Company prepaid the convertible notes in the principal amount of $270,000 from the proceeds of a private placement.

The total payments, including a prepayment fee of $69,131 and accrued interest, was $345,565.

As a result of the payment of the

notes, the derivative liability, which was $928,774 as of January 31, 2021, was reduced to zero.

The warrants are no longer a

derivative liability based on the notes being paid in full.

See Note 7 for further information.

The total loss of $81,631 was

recorded as a result of early prepayment.

expense for the year ended January 31, 2021 was $280,686 including the amortization of the debt discounts of was $272,130 and

interest expense of $8,566.

INTANGIBLE ASSETS AND GOODWILL

of January 31, 2021, and 2020, intangible assets consisted of intellectual property, customer base and trademarks, net of amortization,

Customer base

Intellectual property

Intellectual property and trademarks

Accumulated amortization

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the Company after completing a valuation and are being amortized over a period of ten years.

Amortization expense for the years

Amortization expense for the year

ended January 31, 2021 and 2020 was $68,770 and $37,070, respectively.

value has been given to the potential royalty payable to the former owner since the royalty is contingent upon the Company generating

revenue from any source and there is no marketable product and there are material uncertainties, including the need for FDA approval,

as to whether or when any revenue will be generated from the intellectual property subject to the royalty.

If any royalties are

paid to the former owner of 4P Therapeutics, the royalties will be expensed as incurred and treated as an operating expense.

Intellectual property

Accumulated amortization

Customer base

Accumulated amortization

Total Intangible Assets, Net

Estimated Amortization:

Customer Base

Year Ended January 31,

2026 and thereafter

embedded conversion option of the convertible debentures described in Note 4 contain conversion features that qualify for embedded

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table below sets forth a summary in the fair value of the Company’s Level 3 financial liabilities:

Original discount limited to proceeds of notes

Fair value of derivative liabilities in excess of notes proceeds received

Change in value of embedded conversion option

Balance at the beginning of the period

Derivative liability warrants reclassed to equity

Change in value of embedded

conversion option

Balance at the end of the period

Company uses Level 3 inputs for its valuation methodology for the embedded conversion option and warrant liabilities as their

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and expected term of nine months.

Reclassification

at March 25, 2020 to settle the liabilities, the expected volatility was 147.47%;

risk-free rate of return of 0.36%;

price of $11;

and expected term of 2.6 months.

PARTY TRANSACTIONS

An interest-free

advance from the mother of the chief executive officer was $10,230 at January 31, 2018.

The advance was repaid

in full May 2018.

The chief financial

officer made payments on behalf of the Company during the year ended January 31, 2019 in the total amount of $34,800, all

of which was repaid in May 2018.

During the year ended January 31, 2020, the Company’s chief financial officer and chief

operating officer advanced the Company $34,980, paid expenses on behalf of the Company of $23,817, of which $29,730 was repaid.

As of January 31, 2020, the amounts due the officers were $29,067 which is non-interest bearing.

The former owner

of 4P Therapeutics has been a director of the Company since April 2018, when the Company entered into an agreement to acquire

4P Therapeutics.

See Note 6 in connection with the terms of the acquisition of 4P Therapeutics from the former owner and the

royalty payable to the former.

The former owner was not a director of the Company when the acquisition agreement was signed.

During the year

ended January 31, 2019, the Company issued 210,000 shares of common stock, valued at $967,500, to executives of the Company

based on the market price of the common stock on the date of issuance and (ii) 5,000 shares of common stock to each of the

Company’s six independent directors for a total of 30,000 shares valued at $222,000, based on the market price on the

date of issuance.

February 19, 2019, the Company granted an executive officer an option to purchased 25,000

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price on the date the Company receives notice of exercise.

The fair value of the warrant

on the date of grant using the Black Scholes model was $252,700 and was expensed during

the year ended January 31, 2020.

fair value of the warrant on the date of grant using the Black Scholes model was $252,700 and was expensed during the six months

ended July 31, 2019.

The warrant expired unexercised on May 19, 2019.

January 31, 2020, the Company issued 8,572 shares common stock to each of its president,

who is also a director, and to a limited liability company controlled by the Company’s

chief scientific officer for accrued salaries valued at $120,000.

These issuances were

made pursuant to employment agreements with the president and chief scientific officer

which provide for annual compensation of $60,000 and represented compensation for the

years ended January 31, 2020 and 2019.

STOCKHOLDERS’

Preferred Stock

On January 15, 2016, the board

of directors of the company approved a certificate of amendment to the articles of incorporation and changed the authorized capital

stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $0.001 per share.

On May 24, 2019, the Board of

Directors created a series of preferred stock consisting of 2,500,000 shares designated as the Series A Convertible Preferred Stock

(“Series A Preferred Stock”).

On June 20, 2019, the Series A preferred Stock was terminated and the 2,500,000 shares

were restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such

stock is once more designated as part of a particular series by the Board of Directors.

Company had related party notes with its Chief Financial Officer and Chief Operating

See footnote 5 for further discussion.

connection with the acquisition of Pocono, the Company recorded various transactions

and operations through Pocono Coated Products LLC, a related entity.

The transactions

included revenue of $68,780, purchase of materials of $33,479, paid expenses of $23,310,

and finance payments of $6,763.

As of January 31, 2021, Pocono Coated Products LLC owed

the Company $5,228.

The Company also issued a note in the amount $1,500,000 to Pocono

Coated Products LLC.

See footnote 5 for further discussion.

the years ended January 31, 2021, the Company issued 51,825 shares of common stock, valued

at $777,375, to executive officers of the Company, based on the market price at the date

of issuance, and 78,500 shares of common stock, valued at 1,221,500, to the Company’s

current and former independent directors, based on the market price at the date of issuance.

The shares were issued on December 31, 2020 at a stock price of $15 per share.

STOCKHOLDER’S EQUITY

January 15, 2016, the board of directors of the Company approved a certificate of amendment to the articles of incorporation and

changed the authorized capital stock of the Company to include and authorize 10,000,000 shares of Preferred Stock, par value $0.001

May 24, 2019, the board of directors created a series of preferred stock consisting of 2,500,000 shares designated as the Series

A Convertible Preferred Stock (“Series A Preferred Stock”).

On June 20, 2019, the Series A preferred Stock was terminated,

and the 2,500,000 shares were restored to the status of authorized but unissued shares of Preferred Stock, without designation

as to series, until such stock is once more designated as part of a particular series by the board of directors.

June 25, 2019, the Company effected a one-for four reverse split, pursuant to which each share of common stock became converted

into 0.25 shares of common stock, and the Company decreased its authorized common stock from 100,000,000 to 25,000,000 shares.

January 27, 2020, the Company amended its articles of incorporation to increase its authorized common stock from 25,000,000 shares

January 27, 2020, the Company amended its articles of incorporation to increase its authorized common shares from 25,000,000 shares

to 250,000,000 shares.

January 31, 2020, the Company issued 8,572 shares to each of its president, who is also a director, and to a limited liability

company controlled by the Company’s chief scientific officer for services valued at $120,000 pursuant to employment agreements

with the president and chief scientific officer.

The compensation related to services for the years ended January 31, 2020 and

the year ended January 31, 2019, the Company issued a total of 80,500 shares for services valued at $1,763,950 as follows:

shares of common stock, valued at $1,419,300, issued to executive officers and their affiliates;

shares of common stock, valued at $222,000, issued to the Company’s independent directors;

shares of common stock, valued at $74,000, issued to the Company’s advisory board member;

shares of common stock, valued at $48,600, issued to a non-affiliated party for services.

May 2, 2018, the Company sold to an unrelated party for $1.0 million, 62,500 shares stock and 30-day warrants to purchase 62,500

shares of common stock at $16.00 per share.

On May 27, 2018, the unrelated party exercised warrants to purchase 31,250 shares

of common stock for $500,000.

and on June 2, 2018, warrants to purchase 31,250 shares of common stock expired unexercised.

July 31, 2018, the Company issued 62,500 shares of common stock valued at $1,850,000 representing a portion of the purchase price

for the equity of 4P Therapeutics.

See Notes 4 and 6.

November 2018, one of the defendants in the legal proceedings with Advanced Health Brands, Inc.

(see Note 12), returned 50,000

shares of common stock that had been issued to her, and these shares were cancelled as of January 31, 2019.

November 23, 2018, the Company sold 17,931 shares of its common stock to a minority stockholder for $500,000.

during the Year Ended January 31, 2021

March 22, 2020, the Company 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.

expire April 30, 2023.

The Company issued a total of 46,828 shares of common stock and warrants to purchase 46,828 shares of common

The Company received proceeds of $515,108.

March 2020, a minority shareholder who had previously made loans of $215,000, made an additional loan to the Company in the amount

of $60,000, increasing the loans to shareholder to $275,000.

On March 27, 2020, the Company issued 25,000 shares of common stock

upon reaching a settlement with the noteholder to convert the notes in the principal amount of $275,000.

The transaction resulted

in a loss on extinguishment of $12,500.

June 30, 2020, the Company issued 5,000 shares to a consultant for services rendered to the Company.

The fair value of the common

stock at the date of issuance was $50,000, all of which is included in selling and general administrative expense for the year

ended January 31, 2021.

August 31, 2020, the Company acquired the membership interests in Pocono Coated Products LLC and issued 608,519 shares of its

common stock, valued at $6,085,180, and issued a promissory note, net of debt discount, in the amount of $1,332,893.

2 for further information.

December 31, 2020, the Company issued 130,325 shares of common stock for services, valued at $1,954,875, as follows:

shares of common stock, valued at $777,375, issued to executive officers.

shares of common stock, valued at $1,177,500, issued to the Company’s current and former independent directors.

February 25, 2021, in connection with the Company’s License Agreement with Rambam, pursuant to a Stock Purchase Agreement

with BPM Inno Ltd (“BPM”), the Company issued 81,396 shares of common stock to BPM and received proceeds of $700,000

to be applied to product development expenses under the License Agreement.

The Company entered into the Stock Purchase Agreement

with BPM in December 2020 and received a payment of $60,000 which is included in Stockholders’

Equity as Subscription in

the Company’s consolidated balance sheet as of January 31, 2021.

The balance of the funds was received in February 2021.

February 25,2021, the Company issued 5,602 shares of common stock, valued at $60,000, for consulting services pursuant to a consultant

agreement commencing December 1, 2020.

The Company has reflected $10,000 representing 934 shares as Subscription Payable in the

Stockholders’

Equity in the Company’s consolidated balance sheet as of January 31, 2021.

during the Year Ended January 31, 2020

the year ended January 31, 2020, the Company issued 17,144 shares of common stock to extinguish accounts payable in the amount

following table summarizes the changes in warrants outstanding and the related price of the shares of the Company’s common

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Exercisable - period ending January 31, 2021

exercise price for these warrants to purchase 50,000 shares, which were issued in the year ended January 31, 2020 is 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 next firm commitment public offering of the Company’s securities.

Since the Company has not completed

a public offering since the issuance of the warrants, an exercise price of $20.90 has been used in the in the foregoing table

and table below.

The exercise price and number of shares subject to the warrant is subject to adjustment in the event that the

Company issues stock at a price or warrants, options or other convertible securities at an exercise or conversion price less than

the then current exercise price of the warrant.

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.

following table summarizes additional information relating to the warrants outstanding at January31, 2021:

Range of Exercise Prices

Remaining Contractual Life(Years)

Exercise Price for Shares Outstanding

Exercise Price for Shares Exercisable

Exercise Price

following table summarizes the changes in options outstanding and the related price of the shares of the Company’s common

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Exercisable - period ending January 31, 2020

Company has operating leases for its facilities used for research and development, sales and administration.

Company had operating leases for its facilities used for research and development, sales and administration.

These leases have

remaining lease terms of less than one year.

Certain of these leases contain options to extend the term of the lease and certain

of these leases contain options to terminate the lease within a specified period of time.

The options to extend or terminate a

lease are included in the lease term when it is reasonably likely that the Company will elect that option.

The Company is not

a party to any material sublease arrangements.

components of lease expense, which are included in cost of revenues and general and administrative expense, based on the underlying

uses of the right of use asset, were as follows:

Amortization of right-of-use asset

Interest on lease liability

Operating lease costs

Total Lease Cost

Supplementary

cash flow information related to leases are as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Right-of-use assets obtained in exchange for lease obligations:

Operating leases

Supplementary

balance sheet information related to leases are as follows:

Operating Leases:

Operating lease right-of -use assets

Operating lease liabilities

Weighted-Average Remaining Lease Term:

Operating leases

Weighted-Average Discount Rate:

Operating leases

discount rate is based on the Company’s incremental borrowing rate.

of lease liabilities were as follows as of January 31, 2020:

2021-remaining

Total undiscounted cash flows

imputed interest

Present value of lease liabilities

ASC 840, approximate future minimum rental payments due under these leases as of January 31, 2020 would have been as follows:

Year Ended January 31,

Operating Leases

Company leases office space in Orlando, Florida at a monthly rental of $1,720 which expires on July 31, 2019.

For the year ended

January 31, 2019 the Company had lease commitments of $10,320.

The Company leased 7,201 square

feet of manufacturing space in Norcross, Georgia.

The lease was month-to-month at a monthly rate of $13,637.

The Company is downsizing

its operations in Georgia and will relocate from this facility.

The Company is in the process of finding a new location and will

negotiate a new long-term lease.

been terminated.

The Company is currently operating its manufacturing operations on a month-to-month basis in a North Carolina

facility under a verbal commitment.

The monthly rent is $4,200.

financing leases for equipment in Note 5.

AND CONTIGENCIES

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to file an amended complaint.

On July 7, 2020, Defendants filed Notice for Trial, requesting the court to set a trial date.

Company and defendants have served their first set of interrogatories on each other and have filed answers and responses to each

other’s first set of interrogatories.

August 22, 2018, four of the defendants in the Florida action described in the previous paragraph filed a complaint against the

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months-long scheme to defraud the Company.

The Company is seeking the return of the 1,200,000 shares of common stock and monetary

damages resulting from the defendants’

The Company is seeking the return of the shares of common stock and monetary damages

resulting from the defendants’

fraudulent conduct.

The defendants filed a motion to dismiss on August 23, 2019,

and the Company filed its response on September 13, 2019.

Company has employment agreements with its chief executive officer and chief financial officer dated April 23, 2019 pursuant to

which we agree to employ them as chief executive officer and chief financial officer, respectively.

The agreement also provides

that the Company will include each of them as our nominee for director.

The agreements have a term ending on January 31, 2024,

and continuing on a year-to-year basis thereafter unless terminated by either party on not less than 30 days’

prior to the expiration of the initial term or any one-year extension.

Pursuant to the employment agreements at January 31, 2020,

the chief executive officer is receiving compensation at an annual rate of $42,000, and chief financial officer is not currently

receiving any compensation.

Commencing with the month in which the Company has raised at least $2,500,000 from public or private

financing of its equity securities, they will each receive salary at the annual rate of $170,000.

Company has an employment agreement May 16, 2018 with its president pursuant to which the Company employed him as president for

a term with no expiration date at annual salary of $60,000, which may paid in stock or cash.

The president serves on a part-time

Company has an employment agreement dated February 19, 2019 with its chief scientific officer pursuant to which the Company agrees

to employ him as chief scientific officer for annual compensation of $60,000, payable in cash or stock, as the Company may elect.

The agreement has a term ending on January 31, 2021 and continues thereafter on a quarter-to-quarter basis unless terminated by

either party on 30 days’

The chief scientific officer serves on a part-time basis.

In December 2019, COVID-19 emerged

and has subsequently spread world-wide.

The World Health Organization has declared COVID-19 a pandemic resulting in federal, state

and local governments and private entities mediating various restrictions, including travel restrictions, restrictions on public

gatherings, stay at home orders, and advisories and quarantining people who may have been exposed to the virus.

The effect of these

orders, government imposed quarantines and measures the Company would take, such as work-at-home policies, may negatively impact

productivity, disrupt our business and could delay our clinical programs and timelines, the magnitude of which will depend, in

part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary

These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating

results and financial condition.

Further, quarantines, shelter-in-place and similar government orders, or the perception that such

orders, shutdowns or other restrictions on the conduct of business could occur, related to COVID-19 or other infectious diseases

could impact personnel at third-party manufacturing facilities in the United States and other countries, or the availability or

cost of materials, which could disrupt our supply chain.

March 22, 2020, the Company 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.

expire April 30, 2023.

The Company issued a total of 46,828 shares of common stock and warrants to purchase 46,828 shares of common

stock The Company received proceeds of $515,113.

In March 2020,

a minority stockholder who had previously made loans of $215,000, made an additional loan to the Company in the amount of $60,000,

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

On March 27, 2020, the Company issued 25,000 shares upon

conversion of the notes in the principal balance of $275,000.

March 21, 2020, the Company prepaid the convertible notes in the principal amount of $270,000 from the proceeds of the private

The total payments, including the prepayment penalty and accrued interest, was $345,565.

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 to purchase 50,000 shares at 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 a warrant to purchase 95,000 shares

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

See Notes 4 and 10.

March 20, 2020, the Florida district court of appeal reversed the lower court ruling in the Florida state court action that dismissed

the Company’s complaint with prejudice against Advanced Health Brands, Inc., Raymond Kalmer, Paul Murphy, Michelle Polly-Murphy

and John Baker, and gave the Company leave to file an amended complaint.

The defendants filed a motion to dismiss the complaint on August 23,

2019, and on September 13, 2019 the Company filed its response.

On July 20, 2020, the Court denied the defendant’s motion

to dismiss the complaint, and the parties have recently commenced the discovery phase of the litigation.

No trial date has been

scheduled by the Court.

Company entered into a three-year employment agreement with Gareth Sheridan, our CEO, effective April 25, 2019.

The agreement

also provides that the executive will continue as a director.

The agreement provides for an initial term, commencing on the effective

date of the agreement and ending on January 31, 2024., and continuing on a year-to-year basis thereafter unless terminated by

either party on not less than 30 days’

notice given prior to the expiration of the initial term or any one-year extension.

For his services to the Company during the term of the agreement, Mr.

Sheridan receives an annual salary $42,000 per annum, commencing

on the effective date of the agreement and increasing to $170,000 per annum in the month in which the Company shall have received

not less than $2,500,000 from one or more public or private financings of the Company’s equity securities subsequent to

the date of the agreement.

During the year ended January 31, 2021, the salary was increased to $60,000 per anum.

December 9, 2020, the Company entered into a License Agreement (the “License Agreement”) with Rambam Med-Tech Ltd.

(“Rambam”), Haifa, Israel, to develop the RAMBAM Closed System Transfer Device (“CTSD”) and such other

products as the parties agree to develop/commercialize.

The Company will license from Rambam the full technology, IP, and title

to CTSD in the field, with an Initial license fee of $50,000 and running royalties on net sales.

The $50,000 license fee was paid

in February 2021, at which time the agreement became effective.

Company had entered into a prior agreement, dated November 13, 2020, with BPM Inno Ltd., Kiryat, Israel (“BPM”), that,

in consideration of BPM’s introduction of Rambam to the Company, provided for BPM to have the rights as the exclusive of

agent of the Company with Rambam and any other parties similarly introduced by BPM, and for a commission payable to BPM by the

Company of 4.5% of revenues received by the Company resulting from the introduction of Rambam (and any other companies as to which

the exclusive agency of BPM was in effect), and for BPM’s payment of a royalty to Rambam.

If the Company fails to commercialize

the medical products subject to the License Agreement with Rambam within 36 months, under the November 13, 2020 agreement, BPM

and the Company would share 50/50 in the revenues generated from sales of the licensed products from Rambam.

This agreement further

provides that it will be effective for a period of 10 years, with either party having the right to terminate on notice given 30

days prior to the desired termination, and also provided for certain territorial distribution rights of BPM as are set forth in

the March 10, 2021 Distribution Agreement between the Company and BPM.

Distribution and Stock Purchase Agreements

March 10, 2021, the Company finalized the Distribution Agreement with BPM, providing

for distribution of the medical products developed and produced under the License Agreement.

Under the Distribution Agreement, BPM has the right to distribute the medical products

in Israel and has a right of first refusal in relation to all other countries/states,

other than United States, Korea, China, Vietnam, Canada and Ecuador, which are termed

excluded countries.

Company and BPM entered into a Stock Purchase Agreement (“SPA”), dated December

7, 2020, providing for the purchase by BPM of 81,396 shares of common stock at a price

of $8.60 per share, or $700,000.

In December 2020, the Company received an initial

payment of $60,000 under the SPA, which is included in Stockholders’

the Company’s consolidated balance sheet as of January 31, 2021.

On February 25,

2021, in connection with the Company’s License Agreement with Rambam, pursuant

to the SPA, the Company issued 81,395 shares of common stock to BPM and received the

balance of the proceeds of $700,000 to be applied to product development expenses under

the License Agreement.

February 10, 2021, the Company issued 12,500 shares of common stock, valued at $350,000,

for consulting fee in connection with Rambam License Agreement.

February 25,2021, the Company issued 5,602 shares of common stock, valued at $60,000,

for consulting services pursuant to a consultant agreement commencing December 1, 2020.

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 9A. Controls and Procedures