The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act relating to future events or our future performance. The following discussion should be read in conjunction with our consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that relate to future events or our future performance. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, we cannot assure that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.





Business Overview

We hold a license to plant cell replication technology and related proprietary equipment, processes, and formulations to produce, manufacture, and sell cannabis-related byproducts-sometimes referred in the industry as cannabinoids-in North and Central America and the Caribbean for medical, food additive, and recreational uses. Upon successful completion of a full-scale demonstration of the commercial viability of the technology, which we refer to as the "Efficacy Demonstration", we intend to exploit this intellectual property through sublicenses with third parties that will incorporate the cell replication technology into production plants they fund and build to produce medical, food additive, and recreational cannabis-related products. We cannot assure whether or when these benchmarks will be achieved, whether the Efficacy Demonstration will be partially or fully successful, or whether the demonstration criteria will not be changed. We do not intend to produce, transport, or sell cannabinoids ourselves.

We conduct our activities pursuant to an Amended Restated License for cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations to be used in a commercially-sized bioreactor laboratory to produce cannabinoids. In consideration of the grant of this license, we agreed to issue 210,000,000 shares of our common stock to Cell Science.

Since entering into the Amended Restated License, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses in order to position us to be able to commercially exploit the licensed technology after completion of the efficacy testing required to demonstrate its commercial viability, organize our corporate structure, and seek substantial amounts of additional capital required to implement our business plan.

We were organized in Nevada on April 24, 2008, under the name Planet Resources, Corp., to reprocess mine tailings from previous mining operations. We were not successful in implementing this business plan. Various alternatives were considered to ensure our viability and solvency, but we had no activities between April 2011 and June 2018. In order to revive our Company, a receiver was appointed in a Nevada state court proceeding in August 2015. On May 15, 2018, we privately sold 335,000 shares of restricted common stock, which constituted about 56% of our issued common stock, at $1.00 per share to OZ Corporation, which appointed new management and directors. We were released from receivership in July 2018.

Following the above change in control, we embarked on our new business plan to license and commercialize cell-extraction and replication technologies, primarily for medical products for pain relief and insomnia.





Results of Operations

Following is management's discussion of the relevant items affecting results of operations for the three and nine months ended April 30, 2021, and 2020.

Revenues. We generated no net revenues during the three and nine months ended April 30, 2021, and 2020. We do not expect to generate revenues until the Efficacy Demonstration is successfully completed and we launch our proposed sublicensing program. We cannot predict whether or when that may occur.

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Consulting Fees. Consulting fees were $815,854 and $554,277 for the three months ended April 30, 2021, and 2020, respectively. Consulting fees were $2,536,856 and $560,362 for the nine months ended April 30, 2021, and 2020, respectively.

During the nine months ended April 30, 2021, we issued 1,200,000 stock options.

We recognized stock-based compensation of $2,188,448 for the nine months ended April 30, 2021. As of April 30, 2021, there was $1,094,224 of total unrecognized stock-based compensation that is expected to be recognized over the 1-year vesting period.

Professional Fees. Professional fees were $112,050 and $554,277 for the three months ended April 30, 2021, and 2020, respectively. Professional fees were $263,153 and $131,805 for the nine months ended April 30, 2021, and 2020, respectively. Legal fees have increased due to revising the Amended Restated License with Cell Science as described above and preparing to launch our sublicensing program.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $307,563 and $2,788 for the three months ended April 30, 2021, and 2020, respectively. Selling, general and administrative expenses were $412,543 and $17,413 for the nine months ended April 30, 2021, and 2020, respectively. The increase in SG&A expenses is a result of an increase in our operations and increased laboratory expenses, including but not limited to rent, license fee, insurance, equipment, staff and other related laboratory related costs.

Other Income (Expenses). We had net other expenses of $16,007 and $6,175 for the three months ended April 30, 2021, and 2020, respectively. We had net other expenses of $33,705 and $11,643 for the nine months ended April 30, 2021, and 2020, respectively. Other expenses incurred were comprised of interest expenses related to our notes payable to related parties.

Net Loss. We had a net loss of $1,251,474 for the three months ended April 30, 2021, compared to a net loss of $613,010 for the three months ended April 30, 2020. We had a net loss of $3,246,257 for the nine months ended April 30, 2021, compared to $721,223 for the nine months ended April 30, 2020. The increase in net loss was mainly due to the stock options issued during the period, increased laboratory expenses including but not limited to rent, license fee, insurance, equipment, staff and other related laboratory related costs, and higher expenses incurred during the nine months ended April 30, 2021, associated with the Amended Restated License.

Liquidity And Capital Resources

As of April 30, 2021, our primary source of liquidity consisted of $1,379 in cash and cash equivalents. Since inception, we have financed our operations through a combination of short and long-term loans and through the private placement of our common stock.

We do not believe that the Company's current capital resources will be sufficient to fund its operating activity and other capital resource demands during the next year. Our ability to continue as a going concern is contingent upon our ability to obtain capital through the sale of equity or issuance of debt, and ultimately attaining profitable operations. We expect that any financing we receive will be similar to what we have heretofore received over the previous two years to enable us to operate, which financing consists of short-term loans from related parties at negotiated rates of interest. We cannot assure you that we will be able to successfully complete any of these activities.

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan. We expect to generate revenue pursuant to our new business plan, dependent on the results on the Efficacy Demonstration now underway. We cannot assure you, however, that any such financings will be available or will otherwise be made on terms acceptable to us or that our present shareholders might suffer substantial dilution as a result.

For the nine months ended April 30, 2021, cash decreased $18,375 from $19,754 at July 31, 2020 to $1,379 at April 30, 2021.


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Net cash used in operating activities was $898,375 during the nine months ended April 30, 2021, with a net loss of $3,246,257, stock-based compensation of $2,188,448, an increase in accounts payable of $126,126 and an increase in accrued liabilities of $33,308.

During the nine months ended April 30, 2021, we had no net cash flows from investing activities.

During the nine months ended April 30, 2021, we had $880,000 in net cash provided by financing activities which consisted of proceeds from notes payable - related parties in the amount of $882,000 which was offset by payments on notes payable - related parties of $2,000.

Critical Accounting Pronouncements

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States ("GAAP"). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use

of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements included in our July 31, 2020 Form 10-K. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

See Note 2 in the Notes to the Financial Statements. We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" ("SPE"s).

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