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 29, 2021.

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

Today, the Company operates the Fitwell app, a mobile fitness and wellness software platform which includes mobile apps native to the iOS and Android operating systems. The software enables video-based fitness curriculums, which provide beginner, intermediate and advanced cardiovascular and strength training programs, in easy to follow short-format instructional videos. Currently, content on our mobile app 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.

How We Generate Revenue

We monetize both the Ftiwell via a freemium model where the use of our service is free and a subset of our users pay for subscriptions to access premium features. These features maximize the probability of developing meaningful progress towards their overall health and wellness goals, improving their experience and saving them valuable time. These subscription plan offerings currently include 1-month, 3-month, or 12-month packages.









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Results of operations

Three months ended January 31, 2023 compared to the three months ended January 31, 2022





Revenue

For the three months ended January 31, 2023 and 2022, we generated approximately $6,800 and $0 in revenue. The increase in revenue is attributable to revenue recognized from subscriptions on the Fitwell app.





Cost of revenue

For the three months ended January 31, 2023 and 2022, cost of revenue was approximately $21,000 and $0. The increase in cost revenue is attributable to hosting and maintenance costs associated with the Fitwell app.





Depreciation

For the three months ended January 31, 2023 and 2022, depreciation was approximately $57,000 and $0, respectively. The increase in depreciation is attributable to depreciation recorded as a result of the software purchased in connection with the Fitwell app.

General and Administrative Expenses

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $4,000 and $3,000, respectively which was primarily related to professional fees.





Interest expense

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $23,000 and $12,000, respectively which was primarily related to outstanding promissory notes that are stale dated.





Net Loss

For the three months ended January 31, 2023 and 2022 we incurred net losses of approximately $98,000 and $15,800 respectively. The increased net loss is primarily related to increased expenses related to our Fitwell app.

Six months ended January 31, 2023 compared to the six months ended January 31, 2022





Revenue

For the six months ended January 31, 2023 and 2022, we generated approximately $6,800 and $0, respectively in revenue. The increase in revenue is attributable to revenue recognized from subscriptions on the Fitwell app.









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Cost of revenue

For the six months ended January 31, 2023 and 2022, cost of revenue was approximately $22,000 and $0, respectively. The increase in cost revenue is attributable to hosting and maintenance costs associated with the Fitwell app.





Depreciation

For the six months ended January 31, 2023 and 2022, depreciation was approximately $64,000 and $0, respectively. The increase in depreciation is attributable to depreciation recorded as a result of the software purchased in connection with the Fitwell app.

General and Administrative Expenses

For the six months ended January 31, 2023 and 2022 we incurred expenses of approximately $273,000 and $3,000, respectively which was primarily related to unrestricted stock grants and professional fees.





Interest expense

For the three months ended January 31, 2023 and 2022 we incurred expenses of approximately $36,000 and $25,000, respectively which was primarily related to outstanding promissory notes that are stale dated.





Net Loss

For the three months ended January 31, 2023 and 2022 we incurred net losses of approximately $388,000 and $42,000 respectively. The increased net loss is primarily related to increased expenses related to our Fitwell app.





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 six months ended January 31, 2023 and 2022 we incurred net losses of approximately $388,000 and $42,000 respectively. As of January 31, 2023 we had no cash on hand and current liabilities of $1.6 million. As of July 31, 2022, we had no cash on hand and current liabilities of $1.0 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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