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Item 9A. Controls and Procedures

2021-05-19 compared with 2020-06-29 · 834 added, 884 removed, 319 unchanged (84% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC, and that information relating to the Company is accumulated and communicated to management,

including our principal officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive

Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of March 31,

2020, and have concluded that our disclosure controls and procedures were effective as of March 31, 2020.

have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules

and forms of the SEC, and that information relating to the Company is accumulated and communicated to management, including our principal

officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer

have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021, and have concluded that our disclosure

controls and procedures were effective as of March 31, 2021.

Management’s

2 unchanged sentences

Act Rule 13a-15.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act

as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation

and fair presentation of published financial statements.

Management conducted an assessment of the Company’s internal control

over financial reporting as of March 31, 2020 based on the framework and criteria established by the Committee of Sponsoring Organizations

of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded

that, as of March 31, 2020, the Company’s internal controls over financial reporting were effective.

Efforts on Previously Identified Material Weakness

material weakness 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 the company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

disclosed in Part II, Item 9A., “Controls and Procedures,”

in our Annual Report on Form 10-K for fiscal year ended

March 31, 2019, we identified control deficiencies during fiscal 2019 that constituted material weaknesses relating to:

(1) insufficient

segregation of duties in finance and accounting functions;

(2) lack of written documentation of the Company’s key internal

control policies and procedures over financial reporting;

and (3) lack of documented policies and procedures for maintaining legal

address the previously disclosed material weakness described above, in fiscal 2020, management implemented a remediation plan,

with oversight from our audit committee, which included establishing and improving policies, procedures and control activities

primarily associated with the Company’s control environment, risk assessment process, financial statement close and reporting,

review and approval of significant transactions.

We concluded that the previously identified material weaknesses have been remediated

as of March 31, 2020.

we continue to evaluate and work to improve our internal control over financial reporting, we may decide to take additional measures.

However, we cannot be certain that the measures we have taken or may take in the future will ensure that we establish and maintain

adequate controls over our financial processes and reporting in the future.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process

designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair

presentation of published financial statements.

Management conducted an assessment of the Company’s internal control over financial

reporting as of March 31, 2021 based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway

Commission in Internal Control-Integrated Framework (2013) (COSO).

Based on the assessment, management concluded that, as of March 31,

2021, the Company’s internal controls over financial reporting were effective.

in Internal Control over Financial Reporting

than as described above in the section “Remediation Efforts on Previously Identified Material Weakness,”

no other changes in our internal control over financial reporting during the quarter ended March 31, 2020, that has materially

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

are no changes in our internal control over financial reporting during

the quarter ended March 31, 2021, that have materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

Other Information

4 unchanged sentences

Feighan (2)(3)

Chairman of the Board of Directors

of the Board of Directors

Celeste (1)(2)(3)

2 unchanged sentences

Financial Officer and Counsel

Science Officer

Member of Audit Committee

Member of Compensation Committee

Member of Nominating and Corporate Governance Committee

Member of Nomination and Corporate Governance Committee

following is a brief account of the education and business experience of our current directors and executive officers:

Feighan, Executive Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services

to the mortgage securitization industry.

Feighan has been an owner and Director of Continental Heritage Insurance Company,

an early leader in the cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis

markets, for more than twenty years.

Feighan, Chairman, is currently the Chairman and CEO of Covius LLC, a privately-held firm providing a range of services to the mortgage

securitization industry.

Feighan has been an owner and Director of Continental Heritage Insurance Company, an early leader in the

cannabis insurance market which provides surety bonds and other insurance solutions to the emerging cannabis markets, for more than twenty

Previously, Mr.

Feighan served as Chairman and CEO of ProCentury Insurance Corporation (NASDAQ:

PROS) from its IPO in 2004 until the sale of the company to another public insurance group in 2008.

Feighan was the

founding CEO of Century Business Services (NYSE:

Feighan held elective office in Cleveland, Ohio for twenty consecutive

years from 1973 to 1993.

After being elected to three terms in the Ohio House of Representatives from 1973 to 1979, Mr.

served a four-year term as a Cuyahoga County Commissioner in the State of Ohio.

PROS) from its IPO in 2004 until

the sale of the company to another public insurance group in 2008.

Feighan was the founding CEO of Century Business Services

Feighan held elective office in Cleveland, Ohio for twenty consecutive years from 1973 to 1993.

After being elected

to three terms in the Ohio House of Representatives from 1973 to 1979, Mr.

Feighan served a four-year term as a Cuyahoga County Commissioner

in the State of Ohio.

Subsequently, Mr.

Feighan served five terms as

a Member of the United States House of Representatives from 1983 to 1993.

Feighan served five terms as a Member of the United States House of Representatives from 1983

During those ten years, Mr.

1 unchanged sentence

House Judiciary Committee and Foreign Affairs Committee.

Feighan earned his law degree from Cleveland State University in

earned his law degree from Cleveland State University in 1978.

The Board believes Mr.

Feighan’s extensive operational and executive experience with growth companies pursuing business

combination transactions, as well as his fundraising and regulatory insight and public service experience, will provide the Company

a critical voice and perspective as the Company continues to develop its business and grow its operations.

Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1, an investment firm

focused on private and public investments in a variety of industries.

Cavanaugh was Managing Director and Chief Financial

Officer of Kaulig Companies, a single member family office with interests in private equity, real estate and wealth management.

Feighan’s extensive operational and executive

experience with growth companies pursuing business combination transactions, as well as his fundraising and regulatory insight and public

service experience, provides the Company a critical voice and perspective as the Company continues to develop its business and grow its

Richard Celeste, Director,

is a consultant and Chair of the Board of Health Effects Institute (Boston, MA), Founding Chair and Member of the Board of the US

Olympic Museum (Colorado Springs, CO) and Chair of the Board of Global Communities (Silver Spring, MD).

In addition, Mr.

serves on the Boards of Battelle for Kids (Columbus, OH) and The Gates Family Foundation (Denver, CO).

Celeste served as the Director

of the Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States Ambassador to India from 1997 to 2001.

Celeste also served as the President of Colorado College from 2002-2011.

The Board believes Mr.

Celeste’s fundraising and regulatory

insight and public service experience provides the Company a critical voice and perspective as the Company continues to develop its business

and grow its operations.

Cavanaugh, Chief Executive Officer and Director, is currently the Chief Investment Officer of Tower 1 Partnership, LLC, an investment

firm focused on private and public investments in a variety of industries and manager of several affiliated investment partnerships.

Cavanaugh was Managing Director and Chief Financial Officer of Kaulig Companies, a single-member family office with

interests in private equity, real estate and wealth management.

From 2016 to 2018, Mr.

Cavanaugh was Managing Director of Conway MacKenzie, a national turnaround consulting firm, where he established

and managed the firm’s Cleveland office and provided interim management and restructuring services to distressed and underperforming

Cavanaugh was Managing Director of Conway MacKenzie,

a national turnaround consulting firm, where he established and managed the firm’s Cleveland, Ohio office and provided interim

management and restructuring services to distressed and underperforming businesses.

From 2006 to 2009 and 2011 to 2015, Mr.

Cavanaugh was an executive with Resilience Capital Partners, a private equity

firm focused on special situation control equity investments, where he served in several capacities, including Partner and member

of the firm’s Investment Committee and as an officer and director of numerous portfolio companies.

From 2005 to 2006, Mr.

Cavanaugh was an Attorney with Kaye Scholer where he represented clients in mergers and acquisitions.

From 1996 to 1999, Mr.

was an investment banker and special situation investor with Merrill Lynch.

was an executive with Resilience Capital Partners, a private equity firm focused on special situation control equity investments, where

he served in several capacities, including as a Partner and member of the firm’s Investment Committee and as an officer and director

of numerous portfolio companies.

Cavanaugh received a B.A.

from Columbia University

in 1996, an M.B.A.

from the University of Michigan Business School in 2003 and a J.D.

from the University of Michigan Law School

Cavanaugh is an Attorney, Chartered Financial Analyst (CFA) Charterholder, Certified Public Accountant (CPA), Accredited

in Business Valuation (ABV) and Certified Turnaround Professional (CTP).

Cavanaugh previously

served on the boards of the Cleveland Metropolitan Bar Association from 2016 to 2019, Thermal Solutions Manufacturing from 2012

to 2015, Hynes Industries from 2014 to 2015, Aero Communications from 2012 to 2015, and North Coast Minerals from 2014 to 2015.

The Board believes Mr.

Cavanaugh’s extensive finance, legal and corporate governance experience and expertise will be valuable

from Columbia University in 1996, an M.B.A.

from the University of Michigan

Business School in 2003, and a J.D.

from the University of Michigan Law School in 2003.

Cavanaugh’s extensive executive management experience and financial, legal and capital raising expertise will be valuable

to the Company as it continues to develop its business and grow its operations.

Celeste, Director, is Chair of the Board of Health Effects Institute (Boston), Founding Chair and Member of the Board of

the US Olympic Museum (Colorado Springs) and Vice Chair of the Board of Global Communities (Silver Spring MD).

Celeste serves on the Boards of Battelle for Kids (Columbus OH) and The Gates Family Foundation (Denver).

served as the Director of the Peace Corps from 1979-1981, as Governor of Ohio from 1983 to 1991, and as the United States

Ambassador to India from 1997 to 2001.

Celeste also served as the President of Colorado College from 2002-2011.

The Board believes Mr.

Celeste’s fundraising and regulatory insight and public service experience will provide the

Company a critical voice and perspective as the Company continues to develop its business and grow its operations.

McKilligan, Chief Financial Officer and Counsel, joined the Company in April 2012 as Controller, Counsel and Secretary.

McKilligan is also a director of Bristol Investment Fund, Ltd.

He served as Chief Financial Officer, General Counsel and Secretary

of Research Solutions, Inc.

from 2007 to 2011 and Chief Compliance Officer and Counsel to Bristol Capital Advisors, LLC from 2006

McKilligan earned his law degree from Cornell Law School, his MBA from the University of Chicago Booth School of

Business, and his undergraduate degree in Accountancy from the University of Illinois at Urbana-Champaign.

He is a member

of the State Bar of California, the New York State Bar Association and the Florida Bar.

McKilligan is also a director of Bristol Investment Fund, Ltd, a private investment fund.

He served as Chief Financial Officer,

General Counsel and Secretary of Research Solutions, Inc.

RSSS) from 2007 to 2011 and Chief Compliance Officer and Counsel

to Bristol Capital Advisors, LLC, an SEC-registered investment adviser, from 2006 to 2008.

McKilligan earned his law degree from

Cornell Law School, his MBA from the University of Chicago Booth School of Business, and his undergraduate degree in Accountancy

from the University of Illinois at Urbana-Champaign.

He is a member of the State Bar of California, the New York State Bar

Association and the Florida Bar.

Brandon Zipp, Chief Science Officer, joined the Company in December 2012 as Staff Scientist.

Zipp became Director of

Research and Development in 2014, and was appointed as Chief Science Officer in 2020.

Zipp received a Ph.D.

in Biochemistry

and Molecular Biology and a B.S.

in Molecular and Cellular Biology from the University of California at Davis.

accordance with our Bylaws, our directors are elected at each annual meeting of stockholders and serve until the next annual meeting

of stockholders or until their successor has been duly elected and qualified, or until their earlier death, resignation or removal.

of the Board of Directors

August 24, 2012, our Board of Directors established an Audit Committee, a Compensation Committee, and a Nominating and Corporate

Governance Committee, each of which has the composition and responsibilities described below.

Audit Committee of our Board of Directors consists of only Mr.

Celeste, who serves as Chairman.

Our Board of Directors has determined

Celeste is independent within the meaning of applicable SEC rules and Nasdaq Listing Rules, and qualifies as an audit

committee financial expert, as such term is defined in the rules and regulations of the SEC, and is financially sophisticated

within the meaning of the Nasdaq Listing Rules.

The Audit Committee has oversight responsibilities regarding, among other things:

Nomination and Corporate Governance Committee reviews the independence of each director annually and makes recommendations to the Board

based on its findings.

During these reviews, the Nomination and Corporate Governance Committee will consider transactions and relationships

between each director (and his or her immediate family and affiliates) and the Company and our management to determine whether any such

transactions or relationships are inconsistent with a determination that the director was independent under the independence standards

established by the Board from time to time and under the applicable rules of any applicable stock exchange, except to the extent permitted

by such rules.

The Nomination and Corporate Governance Committee has conducted its annual review of director independence, and in accordance

with the recommendation of the Nomination and Corporate Governance Committee, the Board has determined that all of our directors are

independent other than Mr.

Cavanaugh, our Chief Executive Officer.

Accordingly, our Board of Directors is comprised of a majority of

independent directors.

and Committee Meetings

Board of Directors held six meetings during fiscal 2021.

The directors also, on occasion, communicate informally to discuss

the affairs of the Company and, when appropriate, take formal action by written consent of all of the directors, in accordance with our

Certificate of Incorporation, Bylaws and Nevada law.

Our Board has three standing committees:

the Audit Committee, the Compensation

Committee and the Nomination and Corporate Governance Committee.

Members of such committees met formally and informally from time to

time throughout the fiscal year ended March 31, 2021 on committee matters, with the Audit Committee holding six meetings,

the Compensation Committee holding no meetings, and the Nomination and Corporate Governance Committee holding no meetings.

Each director

attended, in person or by telephone, at least 75% of the meetings of the Board and any committee of which he or she was a member.

at Annual Meeting

the Company does not have a policy with respect to attendance by members of the Board of Directors at its annual meeting of stockholders,

all directors are encouraged to attend.

The Company did not hold a stockholders meeting last year.

The Board of Directors has three standing committees:

an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance

Celeste is currently the sole member of our Audit Committee.

Our Board has determined that Mr.

Celeste is independent

within the meaning of applicable SEC rules and qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5)(ii)

of SEC Regulation S-K.

The Audit Committee has oversight responsibilities for, among other things:

the preparation of our financial statements;

oversight of our financial reporting and disclosure processes;

the administration,

maintenance and review of our system of internal controls regarding accounting compliance;

our practices and processes relating

to internal audits of our financial statements;

the appointment of our independent registered public accounting firm and the review

of its qualifications and independence;

the review of reports, written statements and letters from our independent registered

public accounting firm;

and our compliance with legal and regulatory requirements in connection with the foregoing.

of Directors has adopted a written charter for our audit committee, which is available on our website:

www.vitality.bio.

Compensation Committee of our Board of Directors consists of Messrs.

the administration, maintenance and review of our system of internal controls

regarding accounting compliance;

the appointment of our independent registered public accounting firm and review of its qualifications

and independence;

the review of reports, written statements and letters from our independent registered public accounting firm;

compliance with legal and regulatory requirements in connection with the foregoing.

The Compensation Committee currently consists of Messrs.

Feighan and Celeste, with Mr.

Feighan serving as Chairman.

Our Board of Directors has also determined that Mr.

Celeste is independent within the meaning of applicable Nasdaq Listing Rules.

Our Board has determined that Messrs.

Feighan and Celeste meet the definition of a “non-employee director”

under Rule 16b-3

under the Securities Exchange Act of 1934, as amended, the requirements of Section 162(m) of the Internal Revenue Code for “outside

directors.”

The duties of our Compensation Committee include, without limitation:

reviewing, approving and administering compensation programs

and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies

reviewing, approving and administering our compensation

programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing business strategies

and objectives;

determining the objectives of our executive officer compensation programs and the specific objectives relating

to CEO compensation, including evaluating the performance of the CEO in light of those objectives;

approving the compensation

of our other executive officers and our directors;

and administering our as-in-effect incentive-compensation and equity-based

Our Board of Directors has adopted a written charter for our compensation committee, which is available on our website:

www.vitality.bio.

determining the objectives of our executive officer compensation programs and the specific objectives relating to CEO

compensation, including evaluating the performance of the CEO in light of those objectives;

approving the compensation of our other executive

officers and our directors;

review and recommend for approval by the Board the frequency with which the Company should submit to the

stockholders an advisory vote on the compensation of the Company’s named executive officers, taking into account any prior stockholder

advisory vote on the frequency with which the Company shall hold a stockholder advisory vote on compensation of the Company’s named

executive officers;

and administering our as-in-effect incentive-compensation and equity-based plans.

In making its compensation decisions

and recommendations (other than with respect to the compensation of our Chief Executive Officer), the Compensation Committee takes into

account the recommendation of our Chief Executive Officer.

Other than giving his recommendation, our Chief Executive Officer does not

participate in the Compensation Committee’s decisions regarding his own compensation.

and Corporate Governance Committee .

Nominating and Corporate Governance Committee of our Board of Directors consists of Mr.

Feighan and Mr.

Celeste, with Mr.

serving as Chairman.

The responsibilities of the Nominating and Corporate Governance Committee include, without limitation:

in the identification of nominees for election to our Board of Directors, consistent with approved qualifications and criteria;

The Nomination and Corporate Governance Committee of our Board of Directors currently consists

Feighan and Celeste, with Mr.

Feighan serving as Chairman.

The responsibilities of the Nomination and Corporate Governance

Committee include, without limitation:

assisting in the identification of nominees for election to our Board of Directors, consistent

with approved qualifications and criteria;

determining the composition of the Board of Directors and its committees;

recommending to the Board of Directors the director

nominees for the annual meeting of stockholders;

establishing and monitoring a process of assessing the effectiveness of the Board

of Directors;

recommending to

the Board of Directors the director nominees for the annual meeting of stockholders;

establishing and monitoring a process of assessing

the effectiveness of the Board of Directors;

developing and overseeing a set of corporate governance guidelines and procedures;

and overseeing the evaluation

of our directors and executive officers.

Our Board of Directors has adopted a written charter for our nominating and corporate

governance committee, which is available on our website:

www.vitality.bio.

Relationships

family relationships exist between any of the directors or executive officers of the Company.

and overseeing

the evaluation of our directors and executive officers.

In considering potential new directors, the Committee may review individuals

from various disciplines and backgrounds.

Among the qualifications to be considered in the selection of candidates are broad experience

in business, finance or administration;

familiarity with the Company’s industry;

and prominence and reputation.

Our Board of Directors

does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee.

Board of Directors does not have a policy with regard to the consideration of diversity in identifying director candidates, but our Board

of Directors believes that the backgrounds and qualifications of its directors, considered as a whole, should provide a composite mix

of experience, knowledge, and abilities that will allow our Board of Directors to fulfill its responsibilities.

The Board does not currently

use an independent search firm in identifying candidates for service on the Board.

Leadership Structure

Feighan serves as Chairman of the Board, a position he has held since November 2019.

The Company has determined its current structure

to be most effective as the Chairman serves as a liaison between its directors and management and helps to maintain communication and

discussion among the Board and management, while allowing the CEO to focus on the execution of business strategy, growth and development.

The Chairman serves in a presiding capacity at Board meetings and has such other duties as are determined by the Board from time to time.

Board’s Role in Risk Oversight

Board oversees the Company’s risk management efforts by reviewing information provided by management in order to oversee risk identification,

risk management, and risk mitigation strategies.

Our Board committees assist the Board in overseeing our material risks by focusing on

risks related to the particular area of concentration of that committee.

For example, our Compensation Committee oversees risks related

to our executive compensation plans and arrangements, our Audit Committee oversees the financial reporting, internal control and related-party

transaction risks, and our Nomination and Corporate Governance Committee oversees risks associated with the business conduct of the Company.

Each committee reports its discussions of the applicable relevant risks at such Board meetings as appropriate.

The full Board of Directors

incorporates the insight provided by these reports into its overall risk management analysis.

Communications

with Directors

may communicate their concerns directly to the entire Board of Directors or specifically to non-management directors.

Such communication

can be confidential or anonymous, if so designated, and may be submitted in writing to the following address:

Biopharma, Inc.

Richard McKilligan, Corporate Secretary

Avenue of the Stars, 2 nd Floor

Angeles, CA 90067

communications received as described above will be opened by our Secretary for the sole purpose of determining whether the contents constitute

a communication to our directors.

Any contents that are not in the nature of advertising, promotions of a product or service, or patently

offensive material will be forwarded promptly to the director or directors to whom it is addressed.

In the case of communications to

our Board of Directors or to any group of directors, our Secretary will make sufficient copies of the contents to send to each addressee.

Committee Interlocks and Insider Participation

fiscal 2021, none of our executive officers or directors was a member of the board of directors of any other company where the

relationship would be construed to constitute an interlocking relationship (as described in Item 407(e)(iii) of SEC Regulation S-K).

of Business Conduct and Ethics

Board of Directors has adopted a Code of Business Conduct and Ethics as described in applicable SEC rules that applies to our

principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar

functions, as well as our other employees.

The Code of Business Conduct and Ethics is available for review on our website;

www.vitality.bio.

Company’s Code of Business Conduct and Ethics applies to all of its employees, including its Chief Executive Officer and its Chief

Financial Officer.

The Code of Business Conduct and Ethics and all Committee charters are posted on the Company’s website at https://vitality.bio/investors/profile-copy/.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class

of our equity securities to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC.

executive officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a)

reports they file.

our knowledge, based solely on our review of the copies of such forms received by us or written representations from certain reporting

persons that no other forms were required for such persons, during our fiscal year ended March 31, 2020, we believe that all reporting

person complied with the above filing requirement on a timely basis.

16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered

class of our equity securities (the “Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning

their ownership of and transactions in our common stock and other equity securities.

solely on a review of SEC filings and other procedures performed as deemed necessary, we believe that all Reporting Persons complied

with these requirements during our fiscal year 2021.

Executive Compensation

following table summarizes all compensation recorded by us in each of the fiscal years ended March 31, 2020 and March 31, 2019

for (i) our current principal executive officer and principal financial officer, and (ii) our next most highly compensated executive

officer other than our principal executive officer and principal financial officer serving as an executive officer at the end

of our 2020 fiscal year and whose total compensation exceeded $100,000 in our 2019 fiscal year (of which there were none).

following table summarizes all compensation recorded by us in each of the fiscal years ended March 31, 2021 and March 31, 2020 for (i)

our current principal executive officer and principal financial officer, and (ii) our next most highly compensated executive officer

other than our principal executive officer and principal financial officer serving as an executive officer at the end of our 2021 fiscal

year and whose total compensation exceeded $100,000 in our 2021 fiscal year.

Compensation Table

(non-cash) (1)

Cavanaugh, Chief Executive Officer (2) (principal executive officer)

McKilligan, Chief Financial Officer (3) (principal financial officer)

Includes amortization of an option to purchase 500,000 shares of common stock with an exercise price of $0.35 per share,

granted in May 2019 and an option to purchase 250,000 shares of common stock with an exercise price of $0.30 per share, granted

in June 2019.

Cavanaugh was appointed Chief Executive Officer in May 2019.

Includes amortization of an option to purchase 370,234 shares of common stock with an exercise price of $0.50 per share, granted

in July 2016, an option to purchase 75,000 shares of common stock with an exercise price of $1.81 per share, granted in December

2017, and an option to purchase 250,000 shares of common stock with an exercise price of $0.30 per share, granted in June 2019.

are no employment agreements in place with our executive officers.

Brandon Zipp, Chief Science Officer (4)

(1) The method used and the assumptions made to calculate the amortization

included in this table are described in Footnote 5 of the financial statements and the accompanying notes for the years ended March 31,

2021 and 2020 appearing elsewhere in this Annual Report.

amortization of an option to purchase 500,000 shares of common stock with an exercise price of $0.35 per share, granted in May 2019 and

an option to purchase 250,000 shares of common stock with an exercise price of $0.30 per share, granted in June 2019.

Cavanaugh was

appointed Chief Executive Officer in May 2019.

Includes amortization of an option to purchase 370,234 shares of common

stock with an exercise price of $0.50 per share, granted in July 2016, an option to purchase 75,000 shares of common stock with an exercise

price of $1.81 per share, granted in December 2017, and an option to purchase 250,000 shares of common stock with an exercise price of

$0.30 per share, granted in June 2019.

Zipp first became an executive officer in the fiscal year ended March 31, 2021.

amortization of an option to purchase 370,234 shares of common stock with an exercise price of $0.50 per share, granted in July

2016, an option to purchase 75,000 shares of common stock with an exercise price of $1.81 per share, granted in December 2017, and

an option to purchase 500,000 shares of common stock with an exercise price of $0.35 per share, granted in May 2019.

McKilligan entered into employment agreements with the Company, each dated September 24, 2020 (the “Zipp Employment

Agreement”

and the “McKilligan Employment Agreement”, respectively, and together, the “Employment Agreements”).

The Employment Agreements have initial terms ending September 24, 2021.

the Zipp Employment Agreement, Dr.

Zipp will receive an annualized base salary of $180,000 and in the event of a change of control, which

includes a sale of a majority of the equity of the Company or a sale of a majority of the Company’s assets (a “Change of

Control”), the Company shall pay to Dr.

Zipp a bonus equal to 2.5% of the net proceeds of such Change of Control on the

ending date of the first payroll period following the Change of Control.

Zipp is also entitled to severance payments equal to one

year’s of his then-current base salary in the event of termination by the Company without cause or for good reason after

a Change of Control.

Such severance benefits will be reduced by any renumeration received by Dr.

Zipp for other employment and payment

is subject to the receipt of a release of claims in favor of the Company and its affiliates from Dr.

the McKilligan Employment Agreement, Mr.

McKilligan will receive an annualized base salary of $180,000 and in the event of a Change of

Control, the Company shall pay to Mr.

McKilligan a bonus equal to 0.5% of the net proceeds of such Change of Control on the ending date

of the first payroll period following the Change of Control.

McKilligan is also entitled to severance payments equal to six months’

of his then-current salary in the event of termination by the Company without cause or for good reason after a Change of Control.

Such severance benefits will be reduced by any renumeration received by Mr.

McKilligan for other employment and payment is subject

to the receipt of a release of claims in favor of the Company and its affiliates from Mr.

Equity Awards at Fiscal Year-End

of March 31, 2020, Mr.

Cavanaugh held an option to purchase 500,000 shares of common stock, 250,000 of which vested in May 2020

and 250,000 of which become fully exercisable on the earlier of the one year anniversary of the date that the Company’s

shareholders approve the increase in the number of shares of the Company’s common stock available to be issued under the

Company’s 2012 Stock Incentive Plan (the “Approval Date”) or May 8, 2021, and an option to purchase 250,000

shares of common stock, 125,000 of which vested in June 2020 and 125,000 of which become fully exercisable on the earlier of the

one year anniversary of the Approval Date or June 27, 2021.

of March 31, 2020, Mr.

McKilligan held 10,000 shares of restricted common stock, all of which were vested as of January 1, 2015,

an option to purchase 10,000 shares of common stock, all of which were vested and fully exercisable as of January 1, 2015, an

option to purchase 20,000 shares of common stock, all of which were vested and fully exercisable as of January 1, 2017, an option

to purchase 20,000 shares of common stock, all of which were vested and fully exercisable as of May 21,2017, an option to purchase

370,234 shares of common stock, all of which were vested and fully exercisable as of July 1, 2018, an option to purchase 75,000

shares of common stock, all of which were vested and fully exercisable as of December 27, 2019, and an option to purchase 250,000

shares of common stock, 125,000 of which vested in June 2020 and 125,000 of which become fully exercisable on the earlier of the

one year anniversary of the Approval Date or June 27, 2021.

Feighan and Dr.

Maida served as our non-employee directors during the fiscal year ended March 31, 2020.

Celeste received total cash compensation of $34,500 for such services during our fiscal year ended March 31, 2020.

Dhillon, the former Chairman of our Board of Directors, received total cash compensation of $4,583 for such services during our

fiscal year ended March 31, 2020.

Feighan received total cash compensation of $123,500 for services as Executive Chairman

during our fiscal year ended March 31, 2020.

Maida received $36,000 total cash compensation for his services as a director

during our fiscal year ended March 31, 2020.

Directors are also entitled to reimbursement for reasonable travel and other out-of-pocket

expenses incurred in connection with attendance at meetings of our Board of Directors.

Option Awards

Number of securities underlying unexercised option

Unexercisable

Option Exercise Price ($)

Option Expiration Date

Michael Cavanaugh (1)

Richard McKilligan (2)

Brandon Zipp (3)

under the Company’s Equity Incentive Plan, the awards include an option to purchase 500,000 shares of common stock,

250,000 of which vested in May 2020 and 250,000 of which became fully exercisable on May 8, 2021, and an option to purchase 250,000

shares of common stock, 125,000 of which vested in June 2020 and 125,000 of which become fully exercisable on June 27, 2021.

under the Company’s Equity Incentive Plan, the awards include an option to purchase 10,000 shares of common stock, all

of which were vested and fully exercisable as of January 1, 2015, an option to purchase 20,000 shares of common stock, all of which

were vested and fully exercisable as of January 1, 2017, an option to purchase 20,000 shares of common stock, all of which were

vested and fully exercisable as of May 21, 2017, an option to purchase 370,234 shares of common stock, all of which were vested and

fully exercisable as of July 1, 2018, an option to purchase 75,000 shares of common stock, all of which were vested and fully

exercisable as of December 27, 2019, and an option to purchase 250,000 shares of common stock, 125,000 of which vested in June 2020

and 125,000 of which become fully exercisable on June 27, 2021.

under the Company’s Equity Incentive Plan, the awards include an option to purchase 2,500 shares of common stock, all

of which were vested and fully exercisable as of March 11, 2016, an option to purchase 7,500 shares of common stock, all of which

were vested and fully exercisable as of March 21, 2016, an option to purchase 15,000 shares of common stock, all of which were vested

and fully exercisable as of April 3, 2016, an option to purchase 20,000 shares of common stock, all of which were vested and fully

exercisable as of January 1, 2017, an option to purchase 20,000 shares of common stock, all of which were vested and fully exercisable

as of May 21, 2017, an option to purchase 370,234 shares of common stock, all of which were vested and fully exercisable as of July

1, 2018, an option to purchase 75,000 shares of common stock, all of which were vested and fully exercisable as of December 27, 2019,

and an option to purchase 500,000 shares of common stock, 250,000 of which vested in May 2020, and 250,000 of which became fully

exercisable on May 8, 2021.

receive a combination of cash and equity awards as compensation for their service.

There are no additional fees paid for meetings attended

although our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection

with attendance at meetings of our Board of Directors and committees.

Compensation Table

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(non-cash) (1)

other compensation

Avtar Dhillon

Anthony Maida (1)

All other compensation

Richard Celeste (1)

Edward Feighan (1)

of March 31, 2021, the aggregate number of stock and option awards held by each of our non-employee directors was as follows:

Celeste held an option award to purchase 500,000 shares of our common stock, (ii) Mr.

Feighan held option awards to

purchase 750,000 shares of our common stock;

and (iii) Dr.

Maida held 10,000 shares of common stock and option awards to purchase

642,559 shares of our common stock.

Celeste held an option award to purchase 500,000 shares of our common stock with an exercise price of $0.35 per share, all of

which are fully vested, and (ii) Mr.

Feighan held an option award to purchase 500,000 shares of our common stock with an exercise

price of $0.35 per share, all of which are fully vested, and an option to purchase 250,000 shares of our common stock with an exercise

price of $0.30 per share, 125,000 of which vested in June 2020 and 125,000 of which become fully exercisable on June 27, 2021.

method used and the assumptions made to calculate the amortization are described in Footnote 5 of the financial statements and the accompanying notes for the years ended March 31, 2021

and 2020 appearing elsewhere in this Annual Report.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who,

to our knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers,

and (iii) all of our current executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following

table, the address of each person named in the table is:

c/o Vitality Biopharma, Inc., 1907 Avenue of the Stars, 2 nd

Floor, Los Angeles, California 90067.

Shares of our common stock subject to options, warrants, convertible notes or other rights

currently exercisable or exercisable within 60 days after June 26, 2020, are deemed to be beneficially owned and outstanding for

computing the share ownership and percentage of the person holding such options, warrants, convertible notes or other rights,

but are not deemed outstanding for computing the beneficial ownership percentage of any other person.

of Beneficial Owner

and Named Executive Officers:

Cavanaugh (3)

McKilligan (5)

Directors and Executive Officers as a Group (5 persons)

on 50,840,147 shares of our common stock issued and outstanding as of June 26, 2020.

following table sets forth certain information regarding the beneficial ownership of our common stock by (i) each person who, to our

knowledge, beneficially owns more than 5% of our common stock, (ii) each of our directors and named executive officers, and (iii) all

of our current executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, the address

of each person named in the table is:

c/o Vitality Biopharma, Inc., 1907 Avenue of the Stars, 2 nd Floor, Los Angeles, California

Shares of our common stock subject to options, warrants or other rights currently exercisable or exercisable within 60 days after

May 18, 2021, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person

holding such options, warrants, convertible notes or other rights, but are not deemed outstanding for computing the beneficial ownership

percentage of any other person.

Name of Beneficial Owner

Beneficially Owned

Percentage Beneficially

Directors and Named Executive Officers:

Edward Feighan (2)

Richard Celeste (3)

Michael Cavanaugh (4)

Richard McKilligan (5)

Brandon Zipp (6)

Current Directors and Executive Officers as a Group (5 persons)

Joseph LoConti (7)

on 50,840,147 shares of our common stock issued and outstanding as of May 18, 2021.

Except as otherwise indicated, we believe

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and voting power with respect to such shares, subject to community property laws where applicable.

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

502,500 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October

19, 2018, 100,376 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated

October 19, 2018, 1,402,813 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and options to purchase 750,000

shares of common stock, 375,000 of which vested in May and June 2020, 250,000 of which shall vest on the earlier of the one

year anniversary of the Approval Date or May 8, 2021, and 125,000 of which shall vest on the earlier of the one year anniversary

of the Approval Date or June 27, 2021.

Also includes 167,500 shares of the Company’s common stock acquired by The Feighan

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(i) 502,500 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October

19, 2018, (ii) 100,376 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated

October 19, 2018, (iii) 1,402,813 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and (iv) options to purchase 750,000

shares of common stock, 375,000 of which vested in May and June 2020, 250,000 of which vested on May 8, 2021, and 125,000 of which

shall vest on June 27, 2021.

Also includes (x) 167,500 shares of the Company’s common stock acquired by The Feighan

Family Fund, LLC (the “Feighan Fund”), an entity beneficially owned by Mr.

Feighan in connection with a Securities

Purchase Agreement dated October 19, 2018, 50,124 shares of the Company’s common stock acquired by the Feighan Fund

in connection with a Share Exchange Agreement dated October 19, 2018, and 467,604 shares of the Company’s common stock

acquired by the Feighan Fund in connection with an a mendment dated January 18, 2019

to the Securities Purchase Agreement dated October 19, 2018.

50,000 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October

19, 2018, 257,500 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated

October 19, 2018, 572,271 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and options to purchase 750,000

shares of common stock, 375,000 of which vested in May and June 2020, 250,000 of which shall vest on the earlier of the one

year anniversary of the Approval Date or May 8, 2021, and 125,000 of which shall vest on the earlier of the one year anniversary

of the Approval Date or June 27, 2021.

an option to purchase 500,000 shares of common stock, 250,000 of which vested in May 2020 and 250,000 of which shall vest

on the earlier of the Approval Date or May 8, 2021.

an option to purchase 10,000 shares of common stock, all of which were vested and fully exercisable as of January 1, 2015,

an option to purchase 20,000 shares of common stock, all of which were vested and fully exercisable as of January 1, 2017,

an option to purchase 20,000 shares of common stock, all of which were vested and fully exercisable as of May 21, 2017, an

option to purchase 370,234 shares of common stock, all of which were vested and fully exercisable as of July 1, 2018, an option

to purchase 75,000 shares of common stock, all of which were vested and fully exercisable as of December 27, 2019, and an

option to purchase 250,000 shares of common stock, 125,000 of which vested in June 2020, and 125,000 of which shall vest on

the earlier of the one year anniversary of the Approval Date or June 27, 2021.

Feighan in connection with a Securities Purchase

Agreement dated October 19, 2018, (y) 50,124 shares of the Company’s common stock acquired by the Feighan Fund in connection

with a Share Exchange Agreement dated October 19, 2018, and (z) 467,604 shares of the Company’s common stock acquired

by the Feighan Fund in connection with an a mendment dated January 18, 2019 to the Securities

Purchase Agreement dated October 19, 2018.

an option to purchase 500,000 shares of common stock, 250,000 of which vested in May 2020 and 250,000 of which vested on May 8, 2021.

(i) 50,000 shares of the Company’s common stock acquired in connection with a Securities Purchase Agreement dated October 19,

2018, (ii) 257,500 shares of the Company’s common stock acquired in connection with a Share Exchange Agreement dated October

19, 2018, (iii) 572,291 shares of the Company’s common stock acquired in connection with an a mendment

dated January 18, 2019 to the Securities Purchase Agreement dated October 19, 2018 , and (iv) options to purchase 750,000 shares

of common stock, 375,000 of which vested in May and June 2020, 250,000 of which vested on May 8, 2021, and 125,000 of which shall

vest on June 27, 2021.

(i) a grant of 10,000 shares of restricted common stock, which vested as of January 1, 2015, (ii) an option to purchase

20,000 shares of common stock, all of which were vested and fully exercisable as of January 1, 2017, (iii) an option to purchase

20,000 shares of common stock, all of which were vested and fully exercisable as of May 21, 2017, (iv) an option to purchase

370,234 shares of common stock, all of which were vested and fully exercisable as of July 1, 2018, (v) an option to purchase

75,000 shares of common stock, all of which were vested and fully exercisable as of December 27, 2019, and (vi) an option

to purchase 250,000 shares of common stock, 125,000 of which vested in June 2020, and 125,000 of which shall vest on June 27, 2021.

(i) 64,000 shares of common stock, of which 50,000 shares were purchased on the open market and 14,000 of which represent

restricted stock awards and were vested and fully exercisable as of January 1, 2016, (ii) an option to purchase 2,500 shares

of common stock, all of which were vested and fully exercisable as of March 11, 2016, (iii) an option to purchase 7,500 shares

of common stock, all of which were vested and fully exercisable as of March 21, 2016, (iv) an option to purchase 15,000 shares

of common stock, all of which were vested and fully exercisable as of April 3, 2016, (v) an option to purchase 20,000 shares

of common stock, all of which were vested and fully exercisable as of January 1, 2017, (vi) an option to purchase 20,000 shares

of common stock, all of which were vested and fully exercisable as of May 21, 2017, (vii) an option to purchase 370,234 shares

of common stock, all of which were vested and fully exercisable as of July 1, 2018, (viii) an option to purchase 75,000 shares

of common stock, all of which were vested and fully exercisable as of December 27, 2019, and (xi) an option to purchase 500,000

shares of common stock, 250,000 of which vested in May 2020, and 250,000 of which vested on May 8, 2021.

information is based solely on Amendment No.

2 to Schedule 13D filed on April 2, 2019.

Joseph LoConti has reported the sole

power to vote and dispose of 7,022,584 shares of the Company’s common stock and the shared power to vote and dispose

of 6,130,479 shares of the Company’s common stock.

LoConti’s address is 200 Park Avenue, Suite 400, Orange

Village, Ohio 44122.

Joseph LoConti has reported the sole power

to vote and dispose of 7,022,584 shares of the Company’s common stock and the shared power to vote and dispose of 6,130,479

shares of the Company’s common stock.

LoConti’s address is 200 Park Avenue, Suite 400, Orange Village, Ohio 44122.

Certain Relationships and Related Transactions, and Director Independence

with Related Persons

On April 23, 2012, we

entered into a lease agreement with One World Ranches LLC pursuant to which we leased from One World Ranches LLC, an entity jointly

Avtar Dhillon, the former Chairman of our Board of Directors and his wife, Diljit Banins, certain office and laboratory

space located in Yuba City, California.

Our rent payments thereunder were $2,300 per month until May 1, 2017 and increased to

$2,600 per month on May 1, 2017.

April 23, 2012, we entered into a lease agreement with One World Ranches LLC pursuant to which we leased from One World Ranches LLC,

an entity jointly owned by Dr.

Avtar Dhillon, the former Chairman of our Board of Directors and his wife, Diljit Banins, certain office

and laboratory space located in Yuba City, California.

Our rent payments thereunder were $2,300 per month until May 1, 2017 and increased

to $2,600 per month on May 1, 2017.

That lease agreement terminated on May 1, 2020.

January 18, 2019, the Company entered into an amendment to the August 2018 and October 2018 securities purchase agreements.

to the amendment, the warrants issued to Mr.

Feighan and Mr.

Cavanaugh were cancelled, and they were issued an additional 1,870,417

and 572,291 shares, respectively, of the Company’s common stock for no additional consideration.

The fair value of the additional

shares, net of the cancelled warrants, was approximately $783,000 and $240,000, respectively, and was recorded as a deemed dividend.

May 8, 2019, the Company and Mr.

Brooke entered into a separation agreement and release on May 8, 2019 (the “Separation

Agreement”).

Robert Brooke, the former Chief Executive Officer of the Company, entered into a separation agreement

and release on May 8, 2019 (the “Separation Agreement”).

Pursuant to the Separation Agreement, Mr.

Brooke agreed to release claims against the Company and is entitled

to receive a severance payment equal to six-months’

salary, payable in six equal monthly installments of $18,750, and reimbursement

of COBRA payments for up to 12 months.

as described above, during the fiscal years ended March 31, 2019 and 2020, and through the filing of this annual report, there

have been no transactions, and there are no currently proposed transactions, in which we were or are to be a participant and the

amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two

completed fiscal years and in which any related person had or will have a direct or indirect material interest.

Board of Directors has determined that Mr.

Celeste would qualify as “independent”

as that term is defined by Nasdaq

Listing Rule 5605(a)(2).

Feighan and Mr.

Brooke received a severance

payment equal to six-months’

salary, payable in six equal monthly installments of $18,750, reimbursement of COBRA payments for

up to 12 months, and agreed to release any and all claims against the Company and its affiliates.

as described above, during the fiscal years ended March 31, 2021 and 2020, and through the filing of this Annual Report,

there have been no transactions, and there are no currently proposed transactions, in which we were or are to be a participant and

the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed

fiscal years and in which any related person had or will have a direct or indirect material interest.

Board of Directors has determined that Messrs.

Feighan and Celeste would qualify as “independent”

as that term is defined

by Nasdaq Listing Rule 5605(a)(2).

Cavanaugh would not qualify as “independent”

Cavanaugh currently

serves as our Chief Executive Officer and Mr.

Feighan currently serves as our Executive Chairman.

because he currently serves as our Chief

Executive Officer.

Principal Accounting Fees and Services

Registered Public Accounting Firm’s Fee Summary

following table provides information regarding the fees billed to us by Weinberg & Company, P.A., our independent registered

public accounting firm, for services rendered in the fiscal years ended March 31, 2020 and 2019.

All fees described below were

approved by our Board of Directors:

the years ended March 31,

Audit-Related

following table provides information regarding the fees billed to us by Weinberg & Company, P.A., our independent registered public

accounting firm, for services rendered in the fiscal years ended March 31, 2021 and 2020.

All fees described below were approved by our

Board of Directors:

For the years ended March 31,

Audit-Related Fees

All Other Fees

The fees identified under this caption were for professional services rendered by Weinberg & Company, P.A.

audit of our annual financial statements.

The fees identified under this caption also include fees for professional services rendered

by Weinberg & Company, P.A.

for the audit

of our annual financial statements.

The fees identified under this caption also include fees for professional services rendered by Weinberg

& Company, P.A.

for the review of the financial statements included in our quarterly reports on Forms 10-Q.

addition, the amounts include fees for services that are normally provided by the auditor in connection with regulatory filings

and engagements for the years identified.

In addition, the amounts

include fees for services that are normally provided by the auditor in connection with regulatory filings and engagements for the years

Audit-Related

The fees identified under this caption consist of assurance and related services reasonably related to the performance

of the audit or review of financial statements and not reported under the caption “

The fees identified under this caption consist of assurance and related services reasonably related to the performance of the

audit or review of financial statements and not reported under the caption “

Audit Fees ”.

1 unchanged sentence

These fees consist primarily of accounting consultation fees related to potential collaborative agreements.

incurred no such fees in during the fiscal years ended March 31, 2020 or 2019.

no such fees in during the fiscal years ended March 31, 2021 or 2020.

Policies and Procedures

Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be

performed for the Company by our independent registered public accounting firm, giving effect to the “de minimis”

exception for ratification of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the

provision of such services does not impair the auditor’s independence.

Since the establishment of our Audit Committee on

August 24, 2012, the Audit Committee approved in advance all services provided by our independent registered public accounting

All engagements of our independent registered public accounting firm for 2012 entered into prior to the establishment of

the Audit Committee were pre-approved by the Board of Directors.

Audit Committee’s charter requires our Audit Committee to pre-approve all audit and permissible non-audit services to be performed

for the Company by our independent registered public accounting firm, giving effect to the “de minimis”

exception for ratification

of certain non-audit services allowed by the applicable rules of the SEC, in order to assure that the provision of such services does

not impair the auditor’s independence.

Since the establishment of our Audit Committee on August 24, 2012, the Audit Committee approved

in advance all services provided by our independent registered public accounting firm.

All engagements of our independent registered

public accounting firm for 2012 entered into prior to the establishment of the Audit Committee were pre-approved by the Board of Directors.

Exhibits, Financial Statement Schedules

8 unchanged sentences

are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

exhibits filed with this annual report are set forth in the Exhibit Index included at the end of this annual report, which

is incorporated herein by reference.

exhibits filed with this Annual Report are set forth in the Exhibit Index included at the end of this Annual Report,

which is incorporated herein by reference.

Form 10-K Summary

to the requirements of Section 13 or 15(d) 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 Section 13 or 15(d) 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.

BIOPHARMA, INC.

June 29, 2020

Michael Cavanaugh

1 unchanged sentence

Executive Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his

or her true and lawful attorney-in-fact and agent, each 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 all documents in connection therewith, with the Securities and Exchange Commission, granting

unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary

to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to

be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of

the Registrant and in the capacities and on the dates indicated.

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Cavanaugh as his or her

true and lawful attorney-in-fact and agent, each 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 all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and

agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,

as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact

and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the Registrant

and in the capacities and on the dates indicated.

Michael Cavanaugh

9 unchanged sentences

333-152830).)

Articles of Merger, effective October 10, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

Certificate of Change, effective October 10, 2011 (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2011.)

Certificate of Amendment of Articles of Incorporation of Vitality Biopharma, Inc.

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 19, 2016.)

Bylaws of Stevia First Corp.

3 unchanged sentences

(Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)

Form of Series A/B/C Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 26, 2013.)

Form of Series A/B/C Common Stock Purchase Warrant (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2015.)

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 27, 2017.)

Form of Common Stock Purchase Warrant (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2017.)

Executive Employment Agreement, dated January 31, 2012, by and between the registrant and Robert T.

Brooke (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)

Stevia First Corp.

2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on February 7, 2012.)

Lease Agreement, dated April 23, 2012, by and between the registrant and One World Ranches LLC (Incorporated by reference to Exhibit 10.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on July 13, 2012.)

Form of Registration Rights Agreement, dated November 1, 2012, by and among the registrant and the signatories thereto (Incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the SEC on October 31, 2012.)

Amendment No.

1 to the Stevia First Corp, 2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.19 to the registrant’s Annual Report on Form 10-K filed with the SEC on May 20, 2013.)

Amendment No.

2 to Stevia First Corp.

2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.21 to the registrant’s Annual Report on Form 10-K filed with the SEC on June 30, 2014.).

Form of Securities Purchase Agreement, dated May 5, 2015, by and among Stevia First Corp.

and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2015.)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2015.)

Form of Securities Purchase Agreement, dated May 4, 2016, by and among Stevia First Corp.

and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 9, 2016.)

Securities Purchase Agreement, dated June 25, 2013, by and among Stevia First Corp.

and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 26, 2013.)

Amendment to License Agreement, dated October 10, 2013 by and between Stevia First Corp.

and Vineland Research and Innovation Centre, Inc.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 16, 2013.)

Form of Securities Purchase Agreement, dated May 5, 2015, by and among Stevia First Corp.

and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2015.)

Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 6, 2015.)

Securities Purchase Agreement, dated July 26, 2017 by and among the registrant and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on July 27, 2017.)

Registration Rights Agreement, dated July 26, 2017, by and among the registrant and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on July 27, 2017.)

Lease Renewal Agreement, dated May 1, 2017, by and between the registrant and One World Ranches LLC (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2017.)

Securities Purchase Agreement, dated December 12, 2017 by and among the registrant and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2017.)

Registration Rights Agreement, dated December 12, 2017, by and among the registrant and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2017.)

Securities Purchase Agreement, dated August 29, 2018 by and among Vitality Biopharma, Inc., and the Purchaser listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 4, 2018.)

2012 Stock Incentive Plan (Incorporated by reference to Annex A of to the registrant’s Proxy Statement on Schedule 14A filed with the SEC on June 24, 2016.)

Securities Purchase Agreement, dated October 19, 2018 by and among Vitality Biopharma, Inc., and the Purchasers listed on the signature pages thereto (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2018.)

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2012 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2019.)

of Weinberg & Company, P.A.

of Attorney (included on the signature page to this Annual Report.)

Certification

of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification

of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification

of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Agreement between the Company and Dr.

Brandon Zipp, dated September 24, 2020 (Incorporated by reference to Exhibit 10.1 to

the registrant’s Current Report on Form 8-K filed with the SEC on September 25, 2020.)

Agreement between the Company and Richard McKilligan, dated September 24, 2020 (Incorporated by reference to Exhibit 10.2

to the registrant’s Current Report on Form 8-K filed with the SEC on September 25, 2020.)

Consent of Weinberg & Company, P.A.

Power of Attorney (included on the signature page to this Annual Report.)

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities and Exchange Act of 1934

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document

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Consolidated Statements of Operations for the years ended March 31, 2021 and 2020

Consolidated Statements of Stockholders’

Equity for the years ended March 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended March 31, 2021 and 2020

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors

Biopharma, Inc.

Angeles, California

the Stockholders and Board of Directors of Vitality Biopharma, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Vitality Biopharma, Inc.

(the “Company”) as of March

31, 2020 and 2019, the related consolidated statements of operations, stockholders’

equity, and cash flows for the years

then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

(the “Company”) as of March

31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years

then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion,

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principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Going Concern

The accompanying consolidated financial

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

As discussed in Note 1 to the consolidated

financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations that raise

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also

described in Note 1.

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

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

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

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

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.

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal 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.

Accordingly, we express no such opinion.

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.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the 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

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

have served as the Company’s auditor since 2012.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are

material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication

of the 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

on extinguishment of liabilities

As described in Note 2 to the consolidated

financial statements, the Company recorded a gain on the extinguishment of liabilities of $1,456,574 during the year ended March 31,

2021, including a gain on settlement with a vendor of $1,062,405, and a gain on extinguishment of an advance of $296,653 that was

time barred by the statute of limitations.

We identified management’s evaluation of

the Company’s settlement with vendor and extinguishment of the advance as a critical audit matter as these were unusual and significant

transactions that required a high degree of auditor judgement and audit effort.

The primary procedures we performed to address this critical audit

matter included:

We read the terms of the settlement agreement.

We evaluated the reasonableness of management’s assessment

that the outstanding advance was time barred by the statute of limitations.

We evaluated the Company’s accounting analysis in determining

applicable accounting treatment.

We performed inquiries of management and of outside legal counsel.

have served as the Company’s auditor since 2012.

Weinberg & Company, P.A.

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BALANCE SHEETS

and cash equivalents

expenses and other current assets

assets, discontinued operations

March 31, 2021

March 31, 2020

Current Assets

lease right-of-use asset

and Stockholders’

payable and accrued liabilities

lease liability, short-term

payable –

related party

liabilities, discontinued operations

and contingencies

Cash and cash equivalents

Prepaid expenses

Total current assets

Operating lease right-of-use asset

Liabilities and Stockholders’

Current Liabilities

Accounts payable and accrued liabilities

Operating lease liability, short-term

Total liabilities

Commitments and contingencies

Stockholders’

stock, par value $0.001 per share;

Common stock, par value $0.001 per share;

1,000,000,000 shares authorized;

50,840,147 and 52,290,147 shares issued and outstanding,

paid-in-capital

50,840,147 shares issued and outstanding, respectively

Additional paid-in-capital

Accumulated deficit

(47,427,709 )

(46,546,858 )

stockholders’

Liabilities and Stockholders’

Total stockholders’

Total Liabilities and Stockholders’

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

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STATEMENTS OF OPERATIONS

Ended March 31,

and administrative

and development

related party

Years Ended March 31,

Operating Expenses:

from operations

in fair value of derivative liability

from continuing operations

from discontinued operations

(13,121,567 )

dividend on issuance of shares

loss attributable to common stockholders

$ (4,365,355 )

General and administrative

Research and development

Rent - related party

Total operating expenses

Loss from operations

Gain on extinguishment of liabilities

Change in fair value of derivative liability

Total other income

Loss from continuing operations

Loss from discontinued operations

$ (4,365,355 )

loss per share from continuing operations - basic and diluted

loss per share from discontinued operations - basic and diluted

loss per share - basic and diluted

average number of common shares outstanding - basic and diluted

Net loss per share from continuing operations - basic and diluted

Net loss per share from discontinued operations - basic and diluted

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

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

BIOPHARMA, INC.

STATEMENTS OF STOCKHOLDERS’

STATEMENTS OF STOCKHOLDERS’ EQUITY

ENDED MARCH 31, 2021 and 2020

March 31, 2018

$ (22,044,936 )

and warrants issued for cash, net

issued for acquisition (net of 1,000,000 shares cancelled)

dividend on issuance of shares

value of common stock issued for services

stock issued to employees with vesting terms

value of vested stock options

(13,121,567 )

Balance, March 31, 2019

$ (42,181,503 )

March 31, 2019

Cancellation of shares

Fair value of vested stock options

Balance, March 31, 2020

(46,546,858 )

value of vested stock options

March 31, 2020

Fair value of vested stock options

Balance, March 31, 2021

$ (47,427,709 )

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STATEMENTS OF CASH FLOWS

Ended March 31,

flows from operating activities:

$ (4,365,355 )

Years Ended March 31,

Cash flows from operating activities:

$ (4,365,355 )

Loss from discontinued operations

from continuing operations

to reconcile loss from continuing operations to net cash used in operating activities:

value of vested stock options

value of vested restricted common stock

value of common stock issued for services

lease expense

in fair value of derivative liability

in operating assets and liabilities:

expense and other current assets

expense - related party

payable and accrued liabilities

payable –

Loss from continuing operations

Adjustments to reconcile loss from continuing operations to net cash used in operating activities:

Fair value of vested stock options

Operating lease expense

Change in fair value of derivative liability

Gain on extinguishment of liabilities, net of cash received of $450,000

Accrual of interest added to note payable

Changes in operating assets and liabilities:

Prepaid expense and other current assets

Accounts payable and accrued liabilities

Accounts payable –

related party

lease liability

cash used in operating activities –

Operating lease liability

Net cash used in operating activities –

continuing operations

cash used in operating activities –

Net cash used in operating activities –

discontinued operations

cash used in operating activities

flows from investing activities:

provided by discontinued operations

cash provided by investing activities

provided by financing activities:

from sale of common stock and warrants, net

Net cash used in operating activities

Cash provided by financing activities:

increase (decrease) in cash and cash equivalents

and cash equivalents - Beginning of Period

and cash equivalents - End of Period

disclosure of cash flow information:

paid during the period for:

non-cash investing and financing activities:

recognition of operating lease right-of-use assets and operating lease obligations upon adoption of new lease accounting standard

value of common stock of $7,500,000 issued in acquisition allocated to:

in excess of net assets acquired

liabilities assumed

value of common stock issued as dividend, net of warrants cancelled

Proceeds from PPP loan

Net cash provided by financing activities –

continuing operations

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Supplemental disclosure of cash flow information:

Cash paid during the period for:

Supplemental non-cash investing and financing activities:

Initial recognition of operating lease right-of-use assets and operating lease obligations upon adoption of new lease accounting standard

Cancellation of shares

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

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Biopharma, Inc.

(the “Company”, “we”, “us”

or “our”), was incorporated in the

(the “Company”, “we”, “us” or “our”), was incorporated in the

State of Nevada on June 29, 2007.

2015, the Company developed a new class of cannabinoids known as cannabosides, which were discovered through application of the

Company’s proprietary enzymatic bioprocessing technologies.

In 2016, the Company received approvals from the U.S.

Drug Enforcement

Administration (the “DEA”) and the State of California to initiate studies and manufacturing scale-up at its research

and development facilities in order to develop cannabosides.

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generated any revenues from our cannabinoid prodrug pharmaceuticals.

are currently engaged in the development of cannabinoid prodrug pharmaceuticals, we do not have any commercial products, and have

not yet generated significant revenues from sales of products or services.

As reflected in the accompanying financial statements,

during the year ended March 31, 2020, the Company incurred a net loss of $4,365,355 and used $3,590,516 of cash in our operating

As of March 31, 2020, we had $2,392,225 of cash on hand, stockholders’

equity of $1,282,389 and working capital

of $1,123,031.

total expenditures for the fiscal year ending March 31, 2021, are expected to be approximately $1,600,000, which is comprised

of research and development and general operating expenses.

We believe that we have sufficient capital to fund our anticipated

operating expenses for at least one year from the date that the financial statements are issued.

we believe that our existing cash balances will be sufficient to fund our currently planned level of operations, we may require

additional financing to fund our planned future operations.

Further, these estimates could differ if we encounter unanticipated

difficulties, or if our estimates of the amount of cash necessary to operate our business prove to be wrong, and we use our available

financial resources faster than we currently expect.

No assurance can be given that any future financing, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

global outbreak of COVID-19 has led to significant disruptions in the global economy, including the curtailment of activities

by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease.

of the impact of the pandemic on our business and financial results will depend largely on future developments, including the

duration and severity of the outbreak, the length of restrictions and business closures imposed by domestic and foreign governments,

the impact on capital and financial markets, all of which are highly uncertain and cannot be predicted.

While it is not possible

at this time to estimate the full impact that COVID-19 will have on our business, restrictions resulting from COVID-19 on general

economic conditions could, among other things, impair our ability to raise capital when needed.

This situation is changing rapidly,

and additional impacts may arise that we are not aware of currently.

Going Concern

The accompanying financial

statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities

and commitments in the normal course of business.

As reflected in the accompanying financial statements, during the year ended March

31, 2021, the Company incurred a net loss of $880,851 and used $1,605,076 of cash in our operating activities.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are

The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a

going concern.

The ability to continue as

a going concern is dependent on the Company attaining and maintaining profitable operations in the future and/or raising additional capital

to meet its obligations and repay its liabilities arising from normal business operations when they come due.

We estimate as of March

31, 2021, we will have sufficient funds to operate the business for the next eight months.

Since our existing cash balances are estimated

to be insufficient to fund our currently planned level of operations, we likely will need additional financing or other sources of capital

to fund our planned future operations.

Further, these estimates could differ if we encounter unanticipated difficulties, or if our estimates

of the amount of cash necessary to operate our business prove to be wrong, and we use our available financial resources faster than we

currently expect.

No assurance can be given that any future financing or capital, if needed, will be available or, if available, that

it will be on terms that are satisfactory to the Company.

We do not presently have,

nor do we expect in the near future to have, significant revenue to fund our business from our operations, and will need to obtain most

of our necessary funding from external sources in the near term.

Since inception, the Company has experienced recurring operating losses

and negative operating cash flows, and we have funded our operations primarily through equity and debt financings, and we expect to continue

to rely on these sources of capital in the future.

However, if we raise additional funds by issuing equity or convertible debt securities,

our existing stockholders’

ownership will be diluted, and obtaining commercial loans would increase our liabilities and future

cash commitments.

If we cannot raise the money that we need in order to continue to develop our business, we will be forced to delay,

scale back or eliminate some or all of our proposed operations.

Company is subject to risks and uncertainties of the COVID-19 pandemic that could adversely impact our business, our liquidity

and access to capital markets and our business development activities.

The Company has implemented additional health and safety

precautions and protocols in response to the pandemic and government guidelines.

extent of the impact of the COVID-19 pandemic has had and will continue to have on the Company is highly uncertain and difficult

to predict and quantify.

The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s

business, results of operations and financial condition will depend on future developments that are highly uncertain, including

as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, including vaccination

efforts, as well as the economic impact on local, regional, national and international markets.

of Presentation

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balances and transactions have been eliminated in consolidation.

The Company’s fiscal year end is March 31.

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

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the period.

The Company’s fiscal year end is March 31.

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.

results could differ from those estimates.

The more significant estimates and assumptions by management include, among others, assumptions

used in valuing assets acquired in business acquisitions, reserves for accounts receivable, assumptions used in valuing equity instruments

issued for services, the valuation allowance for deferred tax assets, and accruals for potential liabilities.

Actual results could differ from those estimates.

The more significant estimates and assumptions by management

include, among others, estimates inherent in recording purchase price allocation, reserves for accounts receivable, the fair value

of equity instruments issued for services, and assumptions used in the valuation of derivative liabilities and the valuation allowance

for deferred tax assets.

and Cash Equivalents

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be cash equivalents.

From time to time, the Company’s cash account balances exceed the balances as covered by the Federal

Deposit Insurance System.

From time to time, the Company’s cash account balances exceed the balances covered by the Federal Deposit

Insurance System.

The Company has never suffered a loss due to such excess balances.

Company accounts for its business combinations using the purchase method of accounting where the cost is allocated to the underlying

net tangible and intangible assets acquired, based on their respective fair values.

The excess of the purchase price over the

estimated fair values of the net assets acquired is recorded as goodwill.

Identifiable assets acquired, liabilities assumed and

any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value.

Additionally,

contingent consideration, if any, is recorded at fair value on the acquisition date and classified as a liability.

recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling

interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities.

the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often

involves the use of significant estimates and assumptions.

and Intangible Assets

Company follows Accounting Standards Codification (ASC) 350 in accounting for intangible assets, which requires impairment losses

to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets

are less than the assets’

carrying amounts.

is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed

in a business combination.

Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually,

and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying

amount may be impaired.

An impairment loss generally would be recognized when the carrying amount of the reporting unit’s

net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill

over the derived fair value of goodwill.

the year ended March 31, 2019, the Company recorded impairment of goodwill and intangible assets of $7,550,000 (See Note 2).

the year ended March 31, 2020, the Company did not record any impairment of goodwill and intangible assets.

Assets and Liabilities Measured at Fair Value

Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis.

assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used

to measure their fair value.

Authoritative guidance provided by FASB defines the following levels directly related to the amount

of subjectivity associated with the inputs to fair valuation of these financial assets:

The Company follows the authoritative

guidance issued by the Financial Accounting Standards Board (“FASB”) for fair value measurements.

Fair value is defined as

the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the

asset or liability in an orderly transaction between market participants at the measurement date.

A fair value hierarchy was established,

which prioritizes the inputs used in measuring fair value into three broad levels as follows:

prices in active markets for identical assets or liabilities.

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

inputs based on the Company’s assumptions.

carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity

of these instruments.

Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant

interest, currency or credit risks arising from these financial instruments.

of March 31, 2020 and March 31, 2019, the Company’s balance sheet includes Level 2 liabilities comprised of the fair value

of embedded derivative liabilities of $0 and $35,710, respectively (see Note 5).

The following table sets forth a summary of the

changes in the estimated fair value of our embedded derivative during the years ended March 31, 2020 and 2019:

value at beginning of period

change in the fair value of derivative liabilities

value at end of period

inputs based on the Company’s assumptions.

The Company is required to use observable market

data if such data is available without undue cost and effort.

The Company believes that because of their short

maturity, the carrying amounts of cash, accounts payable and accrued liabilities approximate fair value.

of March 31, 2021 and March 31, 2020, the Company’s balance sheet includes no Level 2 liabilities.

The following

table sets forth a summary of the changes in the estimated fair value of our embedded derivative liabilities during the years

ended March 31, 2021 and 2020:

March 31, 2021

March 31, 2020

Fair value at beginning of period

Net change in the fair value of derivative liabilities

Fair value at end of period

Financial Instruments

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For stock-based derivative financial instruments, the Company uses a probability weighted average

Black-Scholes-Merton model to value the derivative instruments at inception and on subsequent valuation dates through the March

31, 2020, reporting date.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is evaluated at the end of each reporting period.

Black-Scholes-Merton Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,

is evaluated at the end of each reporting period.

Company follows the asset and liability method of accounting for income taxes.

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of a change in tax rates is recognized as income (loss) in the period that includes the enactment date.

to April 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases .

Effective April 1, 2019, the Company

adopted the guidance of ASC 842, Leases , which requires an entity to recognize a right-of-use asset and a lease liability

for virtually all leases.

The implementation of ASC 842 did not have a material impact on the Company’s consolidated financial

statements and did not have a significant impact on our liquidity or on our compliance with our financial covenants associated

with our loans.

The Company adopted ASC 842 using a modified retrospective approach.

As a result, the comparative financial information

has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported

under the accounting standards in effect for those periods.

The adoption of ASC 842 on April 1, 2019 resulted in the recognition

of operating lease right-of-use asset of $253,387, lease liability for operating lease of $253,387, and a zero cumulative-effect

adjustment to accumulated deficit (see Note 3).

Company issues stock options and warrants, shares of common stock, and shares of restricted common stock as share-based compensation

to employees and non-employees.

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation

Stock Compensation .

Stock-based compensation cost is measured at the grant date, based on the estimated fair value

of the award, and is recognized as expense over the requisite service period.

prior periods through March 31, 2019, the Company accounted for share-based payments to non-employees in accordance with ASC 505-50,

Equity - Based Payments to Non-Employees , whereby the value of the stock compensation is based upon the measurement date

as determined at either (a) the date at which a performance commitment is reached, or (b) the date at which the necessary performance

to earn the equity instruments is complete.

April 1, 2019, the Company adopted Accounting Standards Update (ASU) 2018-07 which expands the scope of ASC 718 to include share-based

payment transactions for acquiring goods and services from nonemployees.

As a result, nonemployee share-based transactions is

measured by estimating the fair value of the equity instruments at the grant date, taking into consideration the probability of

satisfying performance conditions.

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

Company determines whether a contract is, or contains, a lease at inception.

Right-of-use assets represent the Company’s

right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make

lease payments arising from the lease.

Right-of-use assets and lease liabilities are recognized at lease commencement based upon

the estimated present value of unpaid lease payments over the lease term.

The Company uses its incremental borrowing rate based

on the information available at lease commencement in determining the present value of unpaid lease payments.

Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions

for services.

The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock

Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense

on the straight-line basis over the vesting period.

Recognition of compensation expense for non-employees is in the same period

and manner as if the Company had paid cash for the services.

The Company recognizes the fair value of stock-based compensation

within its Statements of Operations with classification depending on the nature of the services rendered.

fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain

assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock,

and future dividends.

Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing

model and based on actual experience.

The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect

compensation expense recorded in future periods.

and Diluted Loss Per Share

loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding

common shares during the period.

Shares of restricted stock are included in the basic weighted average number of common shares

outstanding from the time they vest.

Diluted loss per share is computed by dividing net loss applicable to common stockholders

by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding

if all dilutive potential common shares had been issued.

Shares of restricted stock are included in the diluted weighted average

number of common shares outstanding from the date they are granted unless they are antidilutive.

Diluted loss per share excludes

all potential common shares if their effect is anti-dilutive.

The following potentially dilutive shares were excluded from the

shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of

outstanding common shares during the period.

Shares of restricted stock are included in the basic weighted average number of

common shares outstanding from the time they vest.

Diluted loss per share is computed by dividing net loss applicable to

common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares

that would have been outstanding if all dilutive potential common shares had been issued.

Shares of restricted stock are

included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are

antidilutive.

Diluted loss per share excludes all potential common shares if their effect is anti-dilutive.

The following

potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion

would be anti-dilutive:

and Patent Application Costs

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and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and

other expenses relating to the acquisition, design, development and testing of the Company’s treatments and product candidates.

Research and development costs are expensed as incurred.

Company operates in one segment for the development of pharmaceuticals products.

In accordance with the “Segment Reporting”

Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews

In accordance with the “Segment Reporting”

Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews

operating results to make decisions about allocating resources and assessing performance for the entire Company.

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the entity holds material assets and reports revenue.

All material operating units qualify for aggregation under “Segment

Reporting”

due to their similar customer base and similarities in:

All material operating units qualify for aggregation under “Segment

Reporting” due to their similar customer base and similarities in:

economic characteristics;

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Since the Company operates in one segment, all financial information

required by “Segment Reporting”

can be found in the accompanying financial statements.

Reclassifications

amounts related to revenue and expenses of discontinued operations for the year ended March 31, 2019, and assets and liabilities

attributable to discontinued operations at March 31, 2019, have been reclassified to conform to classifications used in the current

year as a result of the discontinued operations presentation.

The reclassifications had no effect on previously reported results

of consolidated operations or retained earnings (see Note 2).

required by “Segment Reporting” can be found in the accompanying financial statements.

Accounting Pronouncements

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ASU 2016-13 requires entities

to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain

types of financial instruments, including trade receivables.

to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial

instruments, including trade receivables.

This may result in the earlier recognition of allowances for losses.

ASU 2016-13 is effective for the Company beginning April 1, 2023, and early adoption is permitted.

The Company does not believe

the potential impact of the new guidance and related codification improvements will be material to its financial position, results

of operations and cash flows.

ASU 2016-13 is

effective for the Company beginning April 1, 2023, and early adoption is permitted.

The Company does not believe the potential

impact of the new guidance and related codification improvements will be material to its financial position, results of operations

and cash flows.

recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified

Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact

on the Company’s present or future financial statements.

GAIN ON EXTINGUISHMENT OF LIABILITIES

Years Ended March 31,

Gain on settlement with vendor (a)

Gain on extinguishment of advance (b)

Gain on forgiveness of PPP Loan (c)

Gain on extinguishment of debt

Gain on settlement with vendor

2016 to 2019, the Company recorded approximately $1.1 million due to a vendor for services, of which $612,405 had not been paid

and was included in accounts payable at March 31, 2020 and through November 30, 2020.

In December 2020, the Company reached

a settlement with the vendor to forgive the $612,405 of outstanding invoices, and in addition, the Company received a payment

from the vendor of $450,000.

This resulted in a gain on settlement of $1,062,405 during the year ended March 31, 2021.

Gain on extinguishment of advance

July 2018, the Company received a payment from a third party in the amount of $296,653.

Since the Company has not been able to

confirm the nature of this payment, it had previously recorded this payment as an advance that was included in current liabilities.

At March 31, 2021, the Company, after consultation with outside legal counsel, determined that any claim to recover that advance

was time barred by the statute of limitations and the Company recorded relief of this liability and a gain from debt extinguishment

of $296,653 during the year ended March 31, 2021.

Gain on forgiveness of PPP Loan

May 6, 2020, the Company was granted a loan (the “PPP loan”) from U.S.

Bank for $96,988 pursuant to the Paycheck Protection

Program under the CARES Act.

The PPP loan bore interest at 1% per annum with the first six months of interest deferred, and was unsecured

and guaranteed by the Small Business Administration (the “SBA”).

The Company used the entire PPP loan amount for qualifying

expenses as described in the CARES Act, including qualifying payroll costs, qualifying group health care benefits, qualifying rent, and

qualifying utilities.

On November 21, 2020, we received notice that the SBA had reviewed the forgiveness application of our PPP loan

and provided forgiveness of the entire principal of our PPP loan plus accrued interest of $528, and we recognized a gain on extinguishment

of the PPP loan of $97,516 during the year ended March 31, 2021.

DISCONTINUED OPERATIONS

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and its subsidiary The Control

(collectively, “Summit Healthtech”).

Summit Healthtech was formed to establish specialty healthcare clinics

focused on treating patients suffering from addiction and dependency issues.

In May 2019, the Company decided to close Summit

Healthtech due to poor financial and operating performance.

(collectively, “Summit Healthtech”).

In May 2019, the Company decided to close Summit Healthtech due

to poor financial and operating performance.

Summit Healthtech ceased all operations and closed on June 14, 2019.

Company initially issued 6,000,000 shares of the Company’s common stock valued at $9,000,000 in exchange for all of the

outstanding common stock of Summit Healthtech.

The shares were valued at $1.50 per share based on a contemporaneous private placement

offering price.

Company accounted for the acquisition of Summit Healthtech as a business combination in accordance with ASC 805, Business Combinations

and made a provisional purchase price allocation to reflect the net assets acquired of $180,315 and the net liabilities assumed

The excess of the purchase price over identifiable net assets of $9,550,000 was recorded as goodwill and intangible

Subsequent to December 31, 2018, the Company cancelled 2,450,000 shares of the Company’s common stock that had been

issued as part of the acquisition and accordingly, the total purchase price was adjusted to $7,500,000 and the excess of the purchase

price over identifiable net assets was adjusted to $7,550,000.

At March 31, 2019, the Company determined that projected losses

for Summit Healthtech indicated that the fair value of Summit Healthtech was below its carrying value, and 100% of the goodwill

and intangible assets of $7,550,000 was recorded as an impairment.

addition to the clinical operations of Summit Healthtech, the Company was engaged in the business of selling research diagnostic

testing kits (collectively referred to as the “Company’s clinical and test kit operations”).

May 2019, the Company decided to close the Company’s clinical and test kit operations.

The Company’s clinical and

to the clinical operations of Summit Healthtech, the Company was engaged in the business of selling research diagnostic testing

kits (collectively referred to as the “Company’s clinical and test kit operations”).

May 2019, the Company decided to close the Company’s clinical and test kit operations.

The Company’s clinical and

test kit operations meet the discontinued operations criteria and are reported as such in all periods presented on the accompanying

consolidated financial statements.

During the year ended March 31, 2020, costs to close the Company’s clinical and test

kit operations, primarily made up of severance and related benefits, totaled approximately $165,000, and are included in loss

from discontinued operations.

in the 6,000,000 shares of common stock issued for the acquisition of Summit Healthtech were 1,450,000 shares issued to Dr.

Karim, the former owner of The Control Center, Inc.

Karim had entered into an employment agreement with Summit Healthtech,

part of the acquisition of Summit Healthtech, the Company issued 1,450,000 shares of common stock to Dr.

Arif Karim, the

former owner of The Control Center, Inc.

Karim had entered into an employment agreement with Summit Healthtech, Inc.

prior to the acquisition by the Company.

October 30, 2019, the Company reached a settlement with Dr.

Karim, whereby the Company and Dr.

Karim released all claims against

each other, including any claims under the Executive Employment Agreement between Vitality Healthtech, Inc.

October 12, 2018, and the Share Purchase Agreement by and among The Control Center, Inc., Dr.

On October 30, 2019, the Company reached a settlement with Dr.

Karim, whereby the

Company and Dr.

Karim released all claims against each other, including any claims under the Executive Employment Agreement

between Vitality Healthtech, Inc.

Karim dated October 12, 2018, and the Share Purchase Agreement by and among The

Control Center, Inc., Dr.

Karim and Vitality Healthtech, Inc.

also dated October 12, 2018.

In exchange for the releases, the Company paid Dr.

Karim $120,000, which is included in the costs

to close the Company’s clinical and test kit operations, and the 1,450,000 shares of the Company’s common stock issued

Karim were cancelled with no adjustment to the purchase price recorded.

following table presents the summarized components of loss from discontinued operations for the Company’s clinical and test

In exchange for the releases, the

Company paid Dr.

Karim $120,000, which is included in the costs to close the Company’s clinical and test kit

operations, and the 1,450,000 shares of the Company’s common stock issued to Dr.

Karim were cancelled with no

adjustment to the purchase price recorded.

following table presents the summarized components of loss from discontinued operations for the Company’s clinical and test

kit operations:

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Loss from discontinued operations

$ (8,672,077 )

assets and liabilities of discontinued operations are stated separately as of March 31, 2020 and 2019 in the consolidated balance

sheets and are comprised of the following items:

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets, discontinued operations

Accounts payable, accrued expenses and other liabilities

OPERATING LEASE

March 31, 2020, the Company has an operating lease agreement for its office space.

The Company accounts for the lease and non-lease

components of its office lease as a single lease component.

Lease expense is recognized on a straight-line basis over the lease

Leases with an initial term of 12 months or less are not recorded on the balance sheet.

ASC 842, an operating lease right-of-use (“ROU”) asset and liability is recognized at commencement date based on the

present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term

and lease liabilities represent our obligation to make lease payments arising from the lease.

Generally, the implicit rate of

interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining

the present value of lease payments.

The Company’s incremental borrowing rate is a hypothetical rate based on its understanding

of what its credit rating would be.

The operating lease ROU asset includes any lease payments made and excludes lease incentives.

The adoption of ASC 842 did not have a significant impact on our liquidity.

March 31, 2020, the Company’s wholly-owned subsidiary, The Control Center, Inc.

(“TCC”) had an operating lease

agreement for its office space.

The lease expired on February 28, 2021.

Lease expense for the lease was recognized on a straight-line

basis over the lease term.

The lease did not contain any residual value guarantees or material restrictive covenants.

commenced in 2016 and upon the adoption of ASC 842 on April 1, 2019, an operating lease right-of-use asset and operating lease

liability were recognized based on the present value of remaining lease payments over the remaining lease term.

In addition, at

March 31, 2020, TCC had a sublease agreement in place for the office space that also expired February 28, 2021.

Sublease income

was not significant during the years ended March 31, 2021 and 2020.

components of lease expense and supplemental cash flow information related to leases for the period are as follows:

March 31, 2021

March 31, 2020

Operating lease cost (included in general and administrative expenses in the accompanying statement of operations)

Other Information

Cash paid for amounts included in the measurement of lease liabilities for the year ended March 31, 2020

Cash paid for amounts included in the measurement of lease liabilities for the years ended March 31, 2021 and 2020

Weighted average remaining lease term –

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Total operating lease liabilities

of the Company’s lease liabilities are as follows:

Year Ending March 31

Operating Lease

Total lease payments

Imputed interest/present value discount

Present value of lease liabilities

expenses were $123,606 and $153,999 during the years ended March 31, 2021 and March 31, 2020, respectively.

In July 2018, we received

a payment from a third party in the amount of $296,653.

To date, the Company has not confirmed the nature of this payment.

have recorded this payment as an advance and, at March 31, 2020 and 2019, it is included in current liabilities on the

accompanying financial statements.

DERIVATIVE LIABILITY

May 2015, the Company issued certain warrants which included a fundamental transaction provision that could give rise to an obligation

to pay cash to the warrant holder.

In addition, the warrants contained an anti-dilution provision that allows for the automatic

reset of the exercise price of the warrants upon future sale of the Company’s common stock, warrants, options, convertible

debt or any other equity-linked securities at an issuance, exercise or conversion price below the current exercise price of the

As such the Company determined that the warrant fundamental transaction clause and exercise price created a derivative.

In accordance with the FASB authoritative guidance, the fair value of the warrants was recognized as a derivative instrument and

is re-measured at the end of each reporting period with the change in value reported in the statement of operations.

March 31, 2018, the balance of the derivative liabilities was $153,042.

During the year ended March 31, 2019, the Company recorded

a decrease in derivative liability of $117,332.

At March 31, 2019, the balance of the derivative liabilities was $35,710.

the year ended March 31, 2020, the Company recorded a decrease in derivative liability of $35,710, and at March 31, 2020, the

balance of derivative liabilities was zero.

March 31, 2020 and March 31, 2019, the derivative liabilities were valued using a probability weighted Black-Scholes-Merton pricing

model with the following assumptions:

March 31, 2020

March 31, 2019

Conversion feature:

Risk-free interest rate

Expected volatility

Expected life (in years)

Expected dividend yield

Warrant liability

risk-free interest rate was based on rates established by the Federal Reserve Bank.

The Company uses the historical volatility

of its common stock to estimate the future volatility for its common stock.

The expected life of the warrants was determined by

the expiration date of the warrants.

The expected dividend yield was based on the fact that the Company has not paid dividends

to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future.

STOCKHOLDERS’

of common stock and warrants for cash in fiscal 2019

the year ended March 31, 2019, the Company entered into securities purchase agreements pursuant to which the Company sold a total

of 6,000,000 units of common stock and warrants at a purchase price of $1.50 per unit, resulting in net proceeds to the Company

of $8,850,000 after deducting fees and expenses of the offering.

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

to purchase between one-half of one share and one share of common stock.

Accordingly, 6,000,000 shares of common stock and warrants

to purchase 5,833,333 shares of common stock were issued.

166,667 of the warrants had an exercise price of $2.00 per share, and

5,666,666 of the warrants had an exercise price of $3.00 per share.

The warrants vested immediately and expire in five years.

On January 18, 2019, the Company amended the securities purchase agreements.

Pursuant to the amendments, the warrants to purchase

the 5,833,333 shares of the Company’s common stock were cancelled, and the investors were issued an additional 16,750,000

shares of the Company’s common stock for no additional consideration.

The fair value of the 16,750,000 shares issued was

$9,715,000 and the fair value of the 5,833,333 warrants cancelled was $2,700,000.

The difference of $7,015,000 was recorded as

a deemed dividend to the investors.

stock issued for acquisition in fiscal 2019

October 19, 2018, the Company issued 6,000,000 shares of the Company’s common stock in exchange for all of the outstanding

common stock of Summit Healthtech (see Note 2).

In February 2019, June 2019, and October 2019, the Company cancelled a total of

2,450,000 shares of the Company’s common stock that had been issued as part of the share exchange agreement (see Note 2).

of March 31, 2021, TCC owed unpaid lease payments under the lease totaling $33,440, which are included in accounts payable and accrued

liabilities on the accompanying consolidated balance sheet.

TCC has had no assets, employees or operations since its closure

The Company is a party to a guaranty that specifies that the Company has no further liability under the lease as of

March 31, 2021, and therefore the Company does not intend to make these payments.

STOCK BASED COMPENSATION

options issued during fiscal 2020

the year ended March 31, 2020, the Company granted to directors and employees options to purchase an aggregate of 3,250,000 shares

of the Company’s common stock with exercise prices of $0.30 to $0.35 per share, that expire ten years from the date of grant,

and all have vesting periods of 24 months.

The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton

option pricing model based on the following assumptions:

(i) volatility rate of 176.50%, (ii) discount rate of 1.73%, (iii) zero

expected dividend yield, and (iv) expected life of 6 years, which is the average of the term of the options and their vesting

The total fair value of the option grants to employees at their grant dates was approximately $1,026,000.

Stock options issued during fiscal 2021

The Company granted no option

awards during the year ended March 31, 2021.

options issued during fiscal 2020

During the year ended

March 31, 2019, the Company granted an aggregate of 200,000 options to purchase shares of the Company’s common stock with

exercise prices ranging from $1.62 to $1.95 per share to two employees that expire ten years from the date of grant.

options issued have a vesting period of three years.

the year ended March 31, 2020, the Company granted to directors and employees options to purchase an aggregate of 3,250,000 shares of

the Company’s common stock with exercise prices of between $0.30 to $0.35 per share, that expire ten years from the date of grant,

and all have vesting periods of up to 24 months.

The fair value of each option award was estimated on the date of grant using

the Black-Scholes option pricing model based on the following assumptions:

(i) volatility rate between 117.91% and 119.34%, (ii)

discount rate between 2.79% and 2.98%, (iii) zero expected dividend yield, and (iv) expected life of 6 years, which is the average

of the term of the options and their vesting periods.

The total fair value of these option grants at their grant dates was approximately

the Black-Scholes-Merton Option Pricing model based on the following assumptions:

(i) volatility rate of 176.50%, (ii) discount rate

of 1.73%, (iii) zero expected dividend yield, and (iv) expected life of 6 years, which is the average of the term of the options and

their vesting periods.

The total fair value of the option grants to employees at their grant dates was approximately $1,026,000.

the years ended March 31, 2021 and 2020, total stock-based compensation expense related to vested stock options was $461,856 and

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$74,000 and will be amortized on a straight-line basis over a weighted average remaining vesting period of 2 years.

summary of the Company’s stock option activity during the fiscal years ended March 31, 2019 and 2020 is as follows:

summary of the Company’s stock option activity during the fiscal years ended March 31, 2020 and 2021 is as follows:

Exercise Price

Balance at March 31, 2018

Balance outstanding at March 31, 2019

Balance outstanding at March 31, 2020

Balance outstanding at March 31, 2021

Balance exercisable at March 31, 2021

March 31, 2021, the 5,997,544 outstanding stock options had no intrinsic value.

summary of the Company’s stock options outstanding and exercisable as of March 31, 2020 is as follows:

Exercise Price

Average Grant-

date Stock Price

summary of the Company’s stock options outstanding and exercisable as of March 31, 2021 is as follows:

Number of Options

Weighted Average Exercise Price

Weighted Average Grant- date Stock Price

Options Outstanding, March 31, 2021

$ 2.00 –

$ 3.10 –

$ 4.00 –

Options Exercisable, March 31, 2021

$ 2.00 –

$ 3.10 –

$ 4.00 –

stock issued to employees with vesting terms

April 1, 2018, the Company had issued an aggregate of 1,636,170 shares of its common stock to an officer and a director of the

Company, with aggregate fair value of $1,080,000, and recognized as stock compensation expense ratably over the vesting terms

which ranged from 14 months to 2.5 years.

During the year ended March 31, 2019, total stock-based compensation recognized on the

shares granted was $356,270, and at March 31, 2019, all of the shares had vested.

During the year ended March 31, 2020, there

was no stock-based compensation recognized on the shares.

following table summarizes restricted common stock activity:

Number of shares

Fair value of shares

Non-vested shares, March 31, 2018

Non-vested shares, March 31, 2019

Non-vested shares, March 31, 2020

stock issued for services

the year ended March 31, 2019, the Company issued a total of 265,000 shares of common stock to consultants as payment for services

and recorded expenses of $348,451 based on the fair value of the Company’s common stock at the issuance date.

the year ended March 31, 2020, the Company did not issue any common stock as payment for services.

$ 1.50 - 1.95

summary of warrants to purchase common stock issued during the fiscal years ended March 31, 2020 and 2021 is as follows:

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Balance outstanding at March 31, 2019

Expired/Cancelled

Balance outstanding at March 31, 2020

Expired/Cancelled

Balance outstanding and exercisable at March 31, 2021

March 31, 2021, the 146,668 outstanding stock warrants had no intrinsic value.

warrants issued during fiscal 2020

Company did not issue any warrants during the year ended March 31, 2020.

warrants issued during fiscal 2019

August 2018 and October 2018, we issued warrants to purchase an aggregate of 5,833,333 shares of the Company’s common stock

with exercise prices ranging from $2.00 to $3.00 per share (see Note 6).

These warrants were cancelled in January 2019.

Company had no income tax expense for the years ended March 31, 2021 or 2020 due to its history of operating losses.

The following

is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate:

Years Ended March 31,

Federal statutory tax rate

State tax, net of federal benefit

State tax rate, net of federal benefit

Total federal and state tax rate

Valuation allowance

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Net deferred income tax assets (liabilities)

provisions of ASC Topic 740, Accounting for Income Taxes , require an assessment of both positive and negative evidence

when determining whether it is more likely than not that deferred tax assets are recoverable.

For the years ended March 31, 2020

and 2019, based on all available objective evidence, including the existence of cumulative losses, the Company determined that

it was more likely than not that the net deferred tax assets were not fully realizable.

Accordingly, the Company established a

full valuation allowance against its net deferred tax assets.

The Company intends to maintain a full valuation allowance on net

deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.

During the years

ended March 31, 2020 and 2019, the valuation allowance increased by $1.0 million and $0.5 million, respectively.

At March 31, 2020 and

2019, the Company had available Federal and state net operating loss carryforwards (“NOLs”) to reduce future taxable

For Federal purposes, the amounts available were approximately $19.7 million and $16.7 million, respectively.

purposes, approximately $17.4 million and $14.4 million was available at March 31, 2020 and 2019, respectively.

provisions of ASC Topic 740, Accounting for Income Taxes , require an assessment of both positive and negative evidence when determining

whether it is more likely than not that deferred tax assets are recoverable.

For the years ended March 31, 2021 and 2020, based on all

available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that

the net deferred tax assets were not fully realizable.

Accordingly, the Company established a full valuation allowance against its net

deferred tax assets.

The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive

evidence exists to support reversal of the valuation allowance.

During the years ended March 31, 2021 and 2020, the valuation allowance

increased by $29,000 and $1.0 million, respectively.

March 31, 2021 and 2020, the Company had available Federal and state net operating loss carryforwards (“NOLs”) to

reduce future taxable income.

For Federal purposes, the amounts available were approximately $20.8 million and $19.7 million,

respectively.

For state purposes, approximately $16.8 million and $16.7 million was available at March 31, 2021 and 2020, respectively.

The Federal carryforwards expire on various dates through 2041 and the state carryforwards expire through 2038.

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imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards,

the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership.

NOLs incurred subsequent

to the latest change in control are not subject to the limitation.

Company’s operations are based in California and it is subject to Federal and California state income tax.

Tax years after

2016 are open to examination by United States and state tax authorities.

Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not”

that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded

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the year ended March 31, 2020, the Company paid rent of $2,600 to One World Ranches LLC, which is jointly-owned by Dr.

Dhillon, the former Chairman of the Board of Directors of the Company, and his wife.

During the year ended March 31, 2020, rental

payments to One World Ranches LLC totaled $2,600.

the year ended March 31, 2015, the Company purchased certain assets of Percipio Biosciences, Inc.

(“Percipio”) for

The Company’s former Chief Executive Officer owned 20% of Percipio.

At March 31, 2019, $10,500 of the purchase

price remained unpaid and was included in current liabilities of discontinued operations on the accompanying balance sheet.

balance was reduced to zero when the operations of Percipio were discontinued during the year ended March 31, 2020.

in the deemed dividend of $7,015,000 (see Note 6) recorded on January 18, 2019, was $1,022,975 related to 2,442,708 shares of

the Company’s common stock that we issued to two directors of the Company.

Avtar Dhillon,

the former Chairman of the Board of Directors of the Company, and his wife.

COMMITMENTS AND CONTINGENCIES

Investigation

On August 19,

2016, we filed a resale registration statement on Form S-1 (“Form S-1”) with the SEC to register 2,650,000 shares

of our common stock and 7,950,000 shares of our common stock issuable upon exercise of certain warrants.

We received a letter

from the Washington D.C.

office of the SEC dated December 10, 2016, stating that the staff of the SEC was conducting a

Section 8(e) examination with respect to this Form S-1 and that the Division of Corporate Finance would not take any further

action on the Form S-1 while the examination was pending.

On May 12, 2020, our outside legal counsel received a letter from

the staff of the SEC’s Enforcement Division stating that it has concluded the investigation as to the Company, and that

it did not intend to recommend an enforcement action by the SEC against the Company.

We may be required to reimburse certain former

officers and directors for legal fees related to this matter, but at March 31, 2020, management determined

that the liability for those fees is not probable and we could not reasonably estimate those fees.

SUBSEQUENT EVENTS

May 2020, we received a loan under the Small Business Administration’s

Payroll Protection Program of approximately $97,000.

The loan bears interest at 1% per annum and matures in two years.

In accordance

with the terms of the Payroll Protection Program, a portion of this loan may be forgiven if the loan proceeds are used for payroll,

rent and utility costs, as defined.

The Company received a letter

in February 2021 from counsel for the Company’s previous director’s and officer’s insurance carrier (the “insurer”)

demanding that the Company reimburse the insurer for sums advanced by the insurer to a former director of the Company as defense costs

in connection with a claim purportedly arising under a previous directors and officers insurance policy.

The Company believes it has

no liability for this claim on the basis of, among other things, Nevada law, the Company’s governing documents and the language

of the policy.

Accordingly, as of March 31, 2021, no contingent liability has been recorded in the Company’s consolidated statements

of financial condition for this matter.

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