The following discussion of our financial condition and results of operations for the three months ended November 30, 2021 and 2020 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021, as filed with the SEC on December 10, 2021 and our other filings with the SEC. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.





Overview

Gridiron BioNutrients, Inc. ("GMVP") will be among the first companies to harness the raw power of botanical therapeutics by transforming them into drugs that are safely, reliably and consistently delivered.

There are two fundamental limitations in exploiting botanical Schedule 1 molecules:





    1.  Large and unpredictable pharmacokinetic excursions, both high and low,
        that make the drug potentially dangerous or ineffective

    2.  Insolubility in water that curtails bioavailability across mucosal
        membranes

To overcome these limitations, GMVP has engaged with a US-Israeli pharmaceutical firm that has pioneered the design and development of novel small molecules in the fields of cancer, heart disease, lung injury, intermediary metabolism and ophthalmology, with 3 exits totaling $1.4 billion, federal R&D grants and contracts totaling $160M and capital raises of $152M. The firm is currently regarded a world leader in the design and optimization of rare cannabinoids.

The pharmaceutical firm has invented novel, proprietary, water-soluble prodrugs of the most promising botanical molecules existing today. Its prodrugs overcome the above fundamental limitations intrinsic to botanical molecules and enable for the first time the exploitation of the vast intrinsic therapeutic power of botanical Schedule 1 molecules.

GMVP has acquired five proprietary preclinical prodrugs: a mushroom-derived psychedelic molecule for treatment post-traumatic stress disorder and depression, a novel cannabinoid for treatment of addiction and three additional novel cannabinoid prodrugs addressing clinical indications of refractory epilepsy, burn wounds and uveitis.

GMVP also owns a currently approved nutraceutical complex specially designed and formulated to contribute and help maintain normal energy metabolism, improve mood and reduce fatigue for those suffering from fibromyalgia and chronic fatigue syndrome. Already with approval to sell throughout Europe, we hope to launch this product in multiple markets around the globe in 2022.

GMVP's drug portfolio uniquely positions GMVP to capitalize on the growing global demand for pharmaceutical Schedule 1 drugs.





Cash Flows

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. Our ability to continue as a going concern is dependent on our company obtaining additional capital to fund operating losses until we become profitable. If we are unable to obtain additional capital, we could be forced to significantly curtail or cease operations.

We have only realized nominal revenues from our business. In the next 12 months, we plan to identify business to whom we can license and/or distribute our brand, Mioxal® product as well as seek additional opportunities to continue as a going concern.





COVID-19

In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a "pandemic," or a worldwide spread of a new disease, on March 11, 2020. Specifically, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. To date, COVID has directly impacted the ability we have to participate in trade show events and other in-person marketing. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory to customers. Further, such risks could also adversely affect retail customers' financial condition, resulting in reduced spending on premium products.





Critical Accounting Policies

Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.

Results of Operations for the Three Months Ended November 30, 2021 and 2020

Overview. We had revenues of $-0- and $3,080 for the three months ended November 30, 2021 and 2020, respectively. We incurred a net loss of $239,853 and $237,268 for the three months ended November 30, 2021 and 2020, respectively. The increase in net loss of $2,585 is attributable to the factors discussed below.






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Revenues. We had -0- and $3,080 revenues from operations for the three months ended November 30, 2021 and 2020, respectively. The extent to which, and the amount of revenues which may be generated from our future business operations and activities is unknown.

Gross Margin. We had -0- and $1,659 gross margin for the three months ended November 30, 2021 and 2020, respectively.

Expenses. Our operating expenses were $361,072 and $58,834 for the three months ended November 30, 2021 and 2020, respectively. The increase of $302,238 was primarily attributable our November 5, 2021 asset acquisition from ST BioSciences, Ltd., ("STB"). Four former STB employees or contractors were hired which increased salaries approximately $101,000, consulting fees increased approximately $123,000 for compensation for our former CFO, professional fees increased approximately $77,000 from the legal cost associated with our November 5, 2021 asset acquisition and an approximate $1,000 increase in other general and administrative and advertising expenses.

Other (Income) Expense. Our total other (income) expense was ($121,219) and $180,093 for the three months ended November 30, 2021 and 2020, respectively. The $301,312 increase in other income was attributable to a $143,956 gain on extinguishment a promissory notes payable, a 173,154 decrease in expenses related to our convertible notes payable and preferred stock warrants for the change in fair value of the derivative liability and interest accretion, a $3,887 decrease in net interest expense on our notes payable, notes receivable and four convertible notes payable, offset by a $17,598 increase in impairment expense from our inventory and fixed asset write-off, and an $2,087 decrease in other income.

Liquidity and Capital Resources

For the three months ended November 30, 2021, we used net cash of $353,764 from operating activities, primarily attributable to our November 5, 2021 asset acquisition from ST BioSciences, Ltd.

For the three months ended November 30, 2021, we used net cash of $850,000 from investing activities, for our November 5, 2021 asset acquisition from ST BioSciences, Ltd.

For the three months ended November 30, 2021, cash of $4,000,000 was provided from financing activities for our Series B-1 Convertible Stock financing.





Assets

We had total assets of $84,378,669 as of November 30, 2021, which consisted of $2,933,712 cash, prepaid expenses of $15,450, trademarks of $1,680, and intangibles asset of $81,427,827 from our November 5, 2021 asset acquisition from ST BioSciences, Ltd.

The cash of $2,933,712 is attributable to our Series B-1 Convertible Stock financing for $4,000,000. For a further discussion, see Note 9 - Stockholders' Equity in the accompanying notes to the financial statements.





Liabilities

We had total liabilities of $40,325,421 as of November 30, 2021 consisting of accounts payable of $437,041, accrued expenses of $103,298, Mioxal liability of $28,500,000, note payable, current portion of $10,000, dividends payable of $275,085 for our Series B and Series B-1 Convertible Preferred stock and long-term Mioxal liability of $11,000,000. With the November 5, 2021 asset acquisition from ST BioSciences, Ltd., the Company assumed current and long-term liabilities of $39,923,000 for Mioxal and accounts payable.





Going Concern

To date the Company only generated nominal revenues and consequently has incurred recurring losses from operations. We do not have sufficient funds to support our daily operations for the next twelve (12) months. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business model and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business model and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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