Cautionary Statement Regarding Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words "may," "will," "anticipate," "should," "would," "believe," "contemplate," "could," "project," "predict," "expect," "estimate," "continue," and "intend," as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under "Risk Factors" in our Registration Statement on Form 10-K for the year ended July 31, 2022 filed by the Company with the Securities and Exchange Commission (the "SEC") on October 31, 2022.

These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.

General Overview

We plan to develop and operate a diversified health and wellness platform. As part of that strategy, on October 18, 2022, we successfully completed the purchased a ready to deploy mobile fitness and wellness platform with mobile apps native to the iOS and Android operating systems. The platform is a video-based fitness curriculum which provides beginner, intermediate and advanced cardiovascular and strength training programs in short, easy to follow format instructional videos. Content is available on a freemium model, with a small library of content offered for free, and unlimited access offered on a subscription basis. The platform also includes a comprehensive food library with meal and calorie tracking, a pedometer to track steps taken each day, artificial intelligence based coaching functionality, community-based features to provide peer based encouragement, and leaderboards to measure your progress against other users. The platform integrates with wearable fitness devices, such as the Apple Watch and aggregates and tracks collected health and fitness data. The app facilitates communication through push notifications as well as content and information features integrated seamlessly within the UX (user experience).

In addition to the feature rich experience, the platform provides for robust data capture and tracking which allows us to provide a highly customized user experience which is intended to maximize users fitness and wellness outcomes. We plan to leverage the source code and build on top of the existing platform a B2B wellness platform and market the platform to enterprise clients, data-mine the dataset for marketing opportunities, identify trends for new product launches and develop a DTC offering based on free content and micro-transactions.









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Results of operations

Three months ended October 31, 2022 compared to the three months ended October 31, 2021



Net Loss

For the three months ended October 31, 2022 and 2021 we incurred net losses of approximately $290,000 and $26,000 respectively.





Expenses

For the three months ended October 31, 2022, we incurred expenses of approximately $290,000 which was primarily comprised of stock compensation expense of approximately $257,000, professional fees of approximately $10,000, depreciation of approximately $8,000, and interest expense of approximately $13,000.

For the three months ended October 31, 2021 we incurred expenses of approximately $26,000 which was primarily related to professional fees of approximately $14,000 and interest expense of approximately $12,000.





Financial condition

Liquidity and Capital Resources

Currently, we rely on our management to provide us with the capital needed to run our business on a day-to-day basis.

For the three months ended October 31, 2022 and 2021 we incurred net losses of approximately $290,000 and $26,000 respectively. As of October 31, 2022 we had no cash on hand and current liabilities of $1.6 million. As of July 21, 2022, we had no cash on hand and current liabilities of $1 million.

We will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.









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