Quarterly Report for Quarter Ending April 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

December 2018, we have focused on testing and commercializing cannabis plant cell-extraction and replication technologies under a technology license granted by Cell Science. This licensed technology uses plant cell-extraction and replication technology and related proprietary equipment, processes, and medium formulations in a commercially-sized bioreactor laboratory to produce, manufacture, and sell plant-based cannabis products -sometimes referred in the industry as cannabinoids-exclusively in North and Central America and the Caribbean for medical, food additive, and recreational uses.

In July 2021, we completed efficacy testing of our licensed technology required to demonstrate its commercial viability.

In January 2022, we acquired rights to use the Van Nuys laboratory facility through agreements with our affiliates, Cell Science and OZ Company. As part of our ongoing laboratory work, we intended to develop a standardized operating manual, technical descriptions, and related documentation with a view to supporting joint venturers, strategic alliance partners, sublicensees, and others in constructing and operating commercial production plants. However, to date, we have failed to achieve any of these intended objectives.

In December 2023 we reached a settlement agreement to restructure the indebtedness owed to VO Leasing Corp., our landlord, and holder of necessary cannabis cultivation and manufacturing licenses in CA. We have defaulted under the terms of the settlement agreement and abandoned the laboratory facility and VO leasing has since disposed of all equipment, machinery and supplies which secured the obligations under the settlement agreement.

Between January 24, 2025 and January 28, 2025, following the deadlock and inability of the then board to agree on the terms of the Executive Employment Agreement and compensation for then CEO Teddy Scott and Consulting Agreement and compensation of Mitch Kahn, all the then officers and directors, Teddy Scott, Mitch Kahn, Aristotle Popolizio, Peter Whitton, Alvin Sun and Juan Carlos Garcia La Sienra, resigned.

Effective January 28, 2025, essentially all operations of the Company ceased and any further efforts to commercialize and exploit the licensed intellectual property rights under our license agreement were suspended.

During our fiscal quarter April 30, 2025, as a result of the resignation of all officers and directors in January 2025, there was essentially no activity.

Subsequently, following the appointment of the current officers and directors in March 2026, we undertook raise working capital in order retain the necessary service providers to facilitate the preparation and filing of our delinquent periodic reports with the Securities and Exchange Commission. To date we have raised limited capital in furtherance of these efforts which are ongoing.

During the last three fiscal years and the recently completed three- and six-month periods, we have not generated revenue and have devoted our limited management, technical, and financial resources to pay general and administrative expenses to position us to be able to commercially exploit the licensed technology.

Page 20

At such time as we have filed all mandatory delinquent and current period reports, we will need to undertake further capital raising activities from external sources to re-commence our efforts to commercialize and exploit the licensed intellectual property rights under our license agreement. If, as, and when we obtain sufficient funding, executive and technical employees or consultants, we will need to secured appropriate laboratory facilities and the required equipment to complete our ongoing work, intend to seek to commercialize the licensed technology through joint ventures, strategic partners, sublicenses, and other arrangements that may enable us to take advantage of the technical experience, regulatory relationships, and financial resources of experienced cannabinoid production firms. We intend to authorize third parties to incorporate the technology into production facilities they fund, build, and operate to produce medical, food additive, and recreational cannabis-related products in compliance with applicable state and federal law.

Financial Condition-Our Insolvency

As shown by the financial statements included in this report and as discussed below, we are unable to pay our liabilities as they become due and are, therefore, insolvent under a cash flow analysis. Accordingly, creditors may be able to initiate judicially supervised reorganization or liquidation proceedings against us under the Bankruptcy Act or similar state statutes. If such proceedings were initiated, the court having jurisdiction would take control of our affairs and the resolution of the rights of creditors and others having a claim or interest in us. In such circumstances, the claims of secured creditors, which have a lien on all of our assets, and other creditors would have rights senior to the rights of shareholders, who may recover no value for their investment. We would lose control of our affairs and the resolution of the claims and interests of our creditors, stockholders, intellectual property licensor, and others.

As of April 30, 2025, our aggregate liabilities were $11,796,135, including $3,463,846 in current liabilities, as compared to total assets of $2,041, including $2,041 in current assets, for a working capital deficit of $3,461,805. Almost all of our current liabilities were over 30 days past due. A substantial portion of our current liabilities has been past due for over 18 months. As we continue efforts to seek external funding, we intend to seek to negotiate extended or discounted payments for many of these creditors but may be unable to do so. Such creditors may have the power to initiate insolvency proceedings against us. Further, the requirement that we use net proceeds from new financings to pay delinquent obligations, particularly to related parties, will negatively impact our fundraising.

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, 2025 and 2024.

Revenues. We generated no revenues during the three and nine months ended April 30, 2025 and 2024. We do not expect to generate revenues until we launch our proposed commercialization program. We cannot predict whether or when that may occur.

Consulting Fees. Consulting fees were $263,071 and $468,484 for the three months ended April 30, 2025, and 2024, respectively. Consulting fees were $1,076,291 and $1,332,344 for the nine months ended April 30, 2025, and 2024, respectively. The reductions in the subsequent periods reflect few options and warrants issued in the later periods as our compensation of officers, directors, and consultants declined, reflecting limitations of activities due to shortages of funding. We recognized stock-based compensation of $1,073,292 and $1,256,951 for the nine months ended April 30, 2025 and 2024, respectively, attributable to the issuance of options and warrants. See Stock-based Compensation under Note 2 in the Notes to Financial Statements for description of options and warrants granted.

Professional Fees. Professional fees were $8,798 and $87,675 for the three months ended April 30, 2025 and 2024, respectively. Professional fees were $50,072 and $282,473 for the nine months ended April 30, 2025 and 2024, respectively. Professional fees consist of legal and accounting fees associated with our reporting obligations under federal securities laws and the filing of a registration statement on behalf of stockholders for the resale of outstanding securities.

Other Operating Expenses. Other operating expenses were $104,885 and $228,344 for the three months ended April 30, 2025, and 2024, respectively. Other operating expenses were $404,807 and $537,446 for the nine months ended April 30, 2025, and 2024, respectively. SG&A expenses include laboratory expenses, including office facility charges, insurance, equipment, staff and other related laboratory costs. These costs should continue to decrease with the closure of our laboratory facility.

Page 21

Other Income (Expenses). We had net other expenses of $107,227 and $88,916 for the three months ended April 30, 2025 and 2024, respectively. We had net other expenses of $324,666 for the nine months ended April 30, 2025 compared to net other income of $93,523 for the nine months ended April 30, 2024. During the nine months ended April 30, 2024, we recorded a gain on the settlement of debt in the amount of $323,078. See Gain on Settlement of Debt under Note 8 in the Notes to Financial Statements for description of the gain. Included in other expenses were interest expenses related to our notes payable in the amount of $324,666 and $229,555 for the nine months ended April 30, 2025 and 2024, respectively. The increase in interest expenses is a result of the increase in loans and notes payable. These borrowed funds were used for operating expenses.

Net Loss. We had a net loss of $483,981 and $906,837 for the three months ended April 30, 2025, and 2024, respectively. We had a net loss of $1,855,836 and $2,158,995 for the nine months ended April 30, 2025, and 2024, respectively. Other than the decrease in stock-based compensation, we did not expect a major change in our net loss as our operations remain relatively the same as the prior year.

Liquidity and Capital Resources

As of April 30, 2025, our primary source of liquidity consisted of $2,041 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.

For the nine months ended April 30, 2025, cash decreased $23,420 from $25,461 at July 31, 2024, to $2,041 at April 30, 2025.

Net cash used in operating activities was $40,676 during the nine months ended April 30, 2025, with a net loss of $1,855,836, stock-based compensation of $1,073,292, compound interest added to notes principal of $124,486, an increase in accounts payable of $417,585, and an increase in accrued interest of $199,797.

Net cash provided by investing activities was $-0- during the nine months ended April 30, 2025.

During the nine months ended April 30, 2025, financing activities provided $17,256 in net cash which consisted of proceeds from notes payable - related parties in the amount of $17,256.

Future Capital Requirements

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 estimate that we will require approximately $8.5 million in external capital to fund our activities during the next 12 months. This consists of between $1.1 million and $1.4 million during the next twelve months to secure a new lab facility and equipment to undertake necessary planned laboratory work to improve and customize our licensed processes. The actual amount of work completed will depend on the amount of capital available for those expenditures. Reductions in available capital would correspondingly delay and disrupt laboratory plans and, in turn, the commencement of our commercialization program that we anticipate will lead to recurring revenue. In addition to the above, we expect that operating capital for planned regular, non-laboratory corporate operations will require approximately $250,000 during the next 12 months. Less available capital will require us to implement cost-cutting measures and may delay planned activities

We have no current commitments or agreements to fund the above capital requirements.

We may also seek additional debt and equity financing to fund payment of additional trade and other obligations incurred and costs of implementing our business plan. Our ability to attract debt financing will be substantially impaired by our current lack of both revenues and a robust, viable trading market for our common stock. Accordingly, any debt financing will likely be convertible to common stock, at the lender's option, at prices discounted to our stock trading price at the time of conversion, which could dilute the interests of existing stockholders. We cannot assure that any such financings will be available, or can be completed on terms acceptable to us. Any transaction involving the issuance of preferred or common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to our current security holders.

Page 22

Management's Plan to Continue as a Going Concern

Our independent registered public accounting firm's report on our financial statements for the year ended July 31, 2024, and our prior independent registered public accounting firm's report on our financial, as for previous years, contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing. In order to continue as a going concern, we will need, among other things, additional capital resources. Management's plans to obtain capital from the sale of our securities and short-term borrowings from stockholders or related parties when needed. However, management cannot provide any assurance that we will be successful in accomplishing any of our plans. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

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, risks, 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, 2024, Form 10-K. While 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).