The Company was incorporated in the State of Nevada on April 18, 2013 and established a fiscal year end of August 31.






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Merger with GSL Healthcare

On May 28, 2020, we entered into a Share Exchange Agreement (the "Share Exchange Agreement"), by and among the Company, and GSL Healthcare, Inc., a Nevada corporation ("GSL Healthcare"), and the holders of common stock of GSL Healthcare, which consisted of two stockholders. The closing date occurred on June 1, 2020.

Under the terms and conditions of the Share Exchange Agreement, we offered and sold 27,932,271 shares of our common stock of the Company in consideration for all of the issued and outstanding shares of common stock of GSL Healthcare. The effect of the issuance is that former two GSL Healthcare shareholders hold approximately 88.0% of the then issued shares of common stock of the Company, and GSL Healthcare is now a wholly-owned subsidiary of the Company.

The merger between the Company and GSL Healthcare was treated as a reverse capitalization for financial statement reporting purposes with GSL Healthcare deemed the accounting acquirer and the Company deemed the accounting acquiree. Accordingly, GSL Healthcare' assets, liabilities and results of operations became our historical financial statements. Prior to the Share Exchange, we had 3,806,613 shares of outstanding common stock which remained outstanding as part of the merger.

Merger with Applied Biopharma

In July 2021, we entered into and completed an Agreement and Plan of Merger (the "Merger Agreement"), by and among our Company, AB Merger LLC, a Nevada limited liability company and our wholly-owned subsidiary ("AB Merger"), and Applied Biopharma, pursuant to which Applied BioPharma merged into AB Merger and the effect of which is that, upon and assuming consummation of the Merger Agreement, Applied Biopharma became a wholly-owned subsidiary of our Company.

We paid one share of our common stock for the acquisition of Applied Biopharma under the terms and conditions of the Merger Agreement. The acquisition of Applied Biopharma was considered immaterial, as Applied Biopharma had minimal activity and had no assets or liabilities as of the date of acquisition. As such, we have included the activity of Applied Biopharma for the period following the completion of the Merger Agreement.





COVID-19

We continue to evaluate the impact of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP"). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:





Basis of Accounting

The Company's financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with maturities of one year or less to be cash equivalents.






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Fair Value of Financial Instruments

The fair value of cash and cash equivalents and accounts payable approximates their carrying amount.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.





Results of Operations

GSL Healthcare, our now principal business and historical financial statements of our company, began operations on April 15, 2020. Thus, a comparable full 12 month period does not exist. The following are our results for the year ended August 31, 2021 and for the period from inception (April 15, 2020) to August 31, 2020:

We recorded minimal revenues of $1,240 since our inception on April 15, 2020.

For the year ended August 31, 2021, we incurred total operating expenses of $1,341,031, consisting of professional fees of $909,483, which included $381,150 of non-cash common stock expense related to shares we issued for services, research and development expenses of $365,132, and general and administrative expenses of $66,416. We also incurred interest income of $5 during the year ended August 31, 2021.

For the period from inception (April 15, 2020) to August 31, 2020, we incurred total operating expenses of $344,389, consisting of professional fees of $227,055, research and development expenses of $94,100, and general and administrative expenses of $23,234. We also incurred interest income of $31 during the period from inception (April 15, 2020) to August 31, 2020.

For the year ended August 31, 2021, we used $420,982 of cash in our operations and did not incur or obtain cash from investing and obtained $180,000 from financing activities related to our issuance of common stock for cash.

For the period from inception (April 15, 2020) to August 31, 2020, we used $368,774 of cash in our operations, $17 in cash from an acquisition, and received $611,507 from the issuance of our common stock.

Liquidity and Capital Resources

Our consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our consolidated financial statements, we had an accumulated deficit on August 31, 2021 and incurred a net loss and a net use of cash in our operating activities during the year ended August 31, 2021. These factors raise substantial doubt about our ability to continue as a going concern.

We are attempting to commence operations and generate sufficient revenue; however, our cash position is not sufficient to support our daily operations. As such, we will need to raise funds to complete our plan of operation and fund our ongoing operational expenses for at least the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock or debt financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company and if we obtain debt financing, the terms of any such debt financing may not be favorable to existing shareholders. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or obtaining debt to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development to complete our plan of operation and our business will fail.






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Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders





Subsequent Events

In accordance with ASC 855, we have analyzed our operations subsequent to August 31, 2021 through the date these financial statements were issued, and have determined that we don't have any other material subsequent events to disclose in these financial statements.

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