Predictmedix Inc.: Form 20FR12G/A - Filed by newsfilecorp.com

Securities to be registered pursuant to Section 12(g) of the Act: Common shares with no par value.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the registration statement: 101,717,973 common shares as of January 31, 2021.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

If "Other" has been checked in response to the previous question, indicate by check mark which ﬁnancial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has ﬁled all documents and reports required to be ﬁled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan conﬁrmed by a court.

Predictmedix Inc. (the "Company" or the "Issuer") was incorporated in the Province of British Columbia and is a reporting issuer in the Canadian Provinces of British Columbia Alberta and Ontario. Shares of the Company's no par value common stock (referred to herein as "Common Shares" or "common shares") are listed for trading on the Canadian Securities Exchange in Canada, under the symbol "PMED:CSE". The common shares are also quoted on the OTCQB^® under the symbol "PMEDF." The Company's head office is located at 77 King Street W, Suite 3000, Toronto, Ontario M5K 1G8, Canada.

In this Registration Statement on Form 20-F (this "Registration Statement" or this "Form 20-F), all references to "PredictMedix," "Predictmedix," the "Company," "our," "us" or "we" refer to Predictmedix Inc. and its subsidiaries, unless the context clearly requires otherwise.

We report under International Financial Reporting Standards, as issued by the International Accounting Standards Board ("IFRS"). None of our financial statements were prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").

This registration statement on Form 20-F contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our Management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements. Any investment in our common shares involves a high degree of risk. You should carefully consider the information contained in this registration statement before you decide to invest in our common shares. In particular, each of the Risk Factors described in "Item 3.D - Risk Factors" herein may materially and adversely affect our business objectives, plan of operation and financial condition. These risks may cause the market price of our common shares to decline, which may cause you to lose all or a part of the money you invested in our common shares. These risks include factors we cannot control, including:

Although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this registration statement should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 3.D - Risk Factors" and elsewhere in this registration statement. These forward-looking statements apply only as of the date of this registration statement. We assume no duty and do not undertake to update the forward-looking statements.

For the names, business addresses and functions of our directors and senior management, see "Item 6. Directors, Senior Management and Employees - A. Directors and Senior Management" and "Item 6. Directors, Senior Management and Employees - C. Board Practices."

We employ Harbourside CPA LLP (formerly named Buckley Dodds LLP) as our auditors in Canada. We employ Fogler, Rubinoff LLP as our legal counsel in Canada.

Our auditors for the fiscal years ended January 31, 2019, January 31, 2020, January 31, 2021 were Harbourside CPA LLP (formerly named Buckley Dodds LLP), Vancouver, British Columbia, Canada.

The following table presents the selected consolidated financial information for our company. The selected consolidated statements of comprehensive income data for the fiscal years ended January 31, 2020 and 2021 and the selected consolidated balance sheets data as of January 31, 2020 and 2021 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. Our historical results do not necessarily indicate results expected for any future periods. The Company was part of a three-way amalgamation that closed in September, 2019 (See Item 4.A - "History and Development of the Company"). Our financial information for the year ended January 31, 2020 represents the first meaningful financial reporting for the Company as currently constituted. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and "Item 5. Operating and Financial Review and Prospects" below. Our audited consolidated financial statements are prepared and presented in accordance with International Reporting Standards issued by the International Accounting Standards Board ("IFRS").

References to "dollars" or "$" in this Form 20-F are to Canadian dollars, unless otherwise specified.

The table below sets forth our total indebtedness and shows the capitalization of the Company as of January 31, 2021. You should read this table in conjunction with our audited and unaudited financial statements, together with the accompanying notes there to.

In addition to the other information contained in this Form 20-F, investors should give careful consideration to the following factors, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this registration statement. If any of the following events described as risks or uncertainties actually occurs, the business, prospects, financial condition and operating results of the Company may suffer a material adverse effect. In that event, the market price of the Company's Common Shares could decline and investors could lose all or part of their investment. Additional risks and uncertainties presently unknown, or that are not believed to be material at this time, may, if realized, also impair or have a material adverse effect on the Company's operations. In addition to the risks described elsewhere and the other information contained in herein, prospective investors should carefully consider each of, and the cumulative effect of, all of the following risk factors. There is no assurance that risk management steps taken by the Company will avoid future loss due to the occurrence of the risks described below or other unforeseen risks.

The common shares must be considered highly speculative due to the nature of the Company's business, the early stage of its deployment, its current financial position and ongoing requirements for capital. An investment in the common shares should only be considered by those persons who can afford a total loss of investment and is not suited to those investors who may need to dispose of their investment in a timely fashion. Investors should consult with their own professional advisors to assess the legal, financial and other aspects of an investment in common shares.

For the twelve-month periods ended January 32, 2021 and 2020, the Company did not generate any revenue from operations. There can be no assurance that the Company can generate substantial revenue growth, or that any revenue growth that is achieved can be sustained. Revenue growth that the Company may achieve, may not be indicative of future operating results. In addition, the Company may increase further its operating expenses in order to fund increases in its sales and marketing efforts and the Company may increase its administrative resources in anticipation of future growth. To the extent that increases in such expenses precede or are not subsequently followed by increased revenues, the Company's business, operating results and financial condition will be materially adversely affected.

In order to commercialize its technology, the Company must either acquire or develop an internal marketing and sales force with technical expertise and with supporting distribution capabilities or arrange for third parties to perform these services. In order to market certain of its products, the Company must either acquire or develop a sales and distribution infrastructure. In order to maximize sales of other products, the Company may determine that it needs to either acquire or develop a sales and distribution infrastructure. The acquisition or development of a sales and distribution infrastructure will require substantial resources. To the extent that the Company enters into marketing and sales arrangements with other companies, its revenues will depend on the efforts of others. These efforts may not be successful. If the Company fails to develop substantial sales, marketing and distribution channels, or to enter into arrangements with third parties for those purposes, it will experience delays in product sales and incur increased costs.

The markets for the Company's products and services are characterized by rapidly changing technology and evolving industry standards, which could result in product obsolescence or short product life cycles. Accordingly, the Company's success is dependent upon the performance of its products in the field, its ability to anticipate technological changes in the industries it serves and to successfully identify, obtain, develop and market new products that satisfy evolving industry requirements. There can be no assurance that the Company will successfully develop new products or enhance and improve its existing products or that any new products and enhanced and improved existing products will achieve market acceptance. Further, there can be no assurance that competitors will not market products that have perceived advantages over the Company's products or which render the products currently sold by the Company obsolete or less marketable.

The Company must commit significant resources to developing new products before knowing whether its investments will result in products the market will accept. To remain competitive, the Company may be required to invest significantly greater resources then currently anticipated in research and development and product enhancement efforts and result in increased operating expenses.

Harbourside CPA, LLP, our independent auditor for the fiscal year ended January 31, 2021, has included in its Report and in the footnotes to the financial statements of the Company for the year ended January 31, 2021 (Footnote 2) a statement entitled, "Going Concern Assumption." The footnote is as follows:

These consolidated financial statements have been prepared using IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business, for the next fiscal year. At January 31, 2021, the Company had cash of $480,051, working capital of $612,091 and an accumulated deficit of $4,133,011. The continuing operations of the Company are dependent on funding provided by equity investors. The Company intends to finance its future requirements through a combination of equity and/or debt issuance. There is no assurance that the Company will be able to obtain such financings or obtain them on favorable terms.

This uncertainty may cast significant doubt about the ability of the Company to continue as a going concern. These consolidated financial statements do not include any adjustments to the carrying value or presentation of assets or liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.

Following the issuance of our January 31, 2021 year-end financial statements which included the above note, on March 5, 2021, the Company closed a non-brokered private placement for gross proceeds of Cdn$1,090,085, thereby increasing the amount of cash available for funding the Company's operations. A total of 3,114,529 units were issued at a price of Cdn$0.35 each. Each unit is comprised of one common share of the Company and one warrant, with each warrant exercisable into a common share at an exercise price of Cdn$0.50 per share for a period of two years.

Dr. Kushwah (Chief Operating Officer), Mr. Malhotra (Chief Financial Officer) and Mr. Kales (Chairman of the Board) are each officers of other companies. As such, none of them devotes all of his time to the Company and each of them must make decisions as to how to allocate their time. As a result, the possibility of conflicts exists. Any decisions made by Mr. Kushwah or Mr. Kales as directors of the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company. In addition, such directors may declare, and refrain from voting on, any matters in which such directors may have a conflict of interest. For more information regarding the outside activities of our officers, please see Item 6.A "Directors and Senior Management" below.

We are aware of two potential competitors, Cannabix Technologies and Hound Las, both of which are developing breathalyzer devices that detect THC in the breath. The Company expects to experience additional competition from competitors who may introduce new products, services or enhancements that better meet the needs of end-users or changing industry standards, or achieve greater market acceptance due to pricing, sales channels, or other factors.

While we believe our infectious disease screening technology is unique, we may face competition.

The AI ("Artificial Intelligence") field is rapidly evolving. While we believe that our infectious disease screening technology is unique, one or more potential competitors may emerge. Such competitors be able to secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology. Competition continues to intensify, including with the development of new business models and the entry of new and well-funded competitors, and as our competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive with our business. In addition, new and enhanced technologies, including search, web and infrastructure computing services, and electronic devices continue to increase our competition. As a result of competition, our product and service offerings may not be successful, we may fail to gain or may lose business, and we may be required to increase our spending or lower prices, any of which could materially reduce our sales and profits.

Our technology is not a diagnostic tool and cannot screen for asymptomatic COVID-19.

Our technology is a screening system and not a diagnostic tool. The technology uses data gathered from a configuration of multispectral cameras and sensors to identify symptoms that are associated with infectious diseases. As such, asymptomatic screening for COVID-19 is beyond the scope of our technology. How our system's inability to identify asymptomatic infections will be perceived by the market is as yet unknown, however, it may adversely affect our ability to market and sell our product.

The Company's ability to compete effectively will depend, in part, on its ability to maintain the proprietary nature of its technology. Individuals affiliated with the Company have made applications for patent protection and assigned their patent rights to the Company as further described in Item 4.B "Business Overview." In addition, the Company has adopted procedures to protect its intellectual property and maintain secrecy of its confidential business information and trade secrets. However, there can be no assurance that our patents will be granted or that such confidentiality procedures will afford complete protection for such intellectual property, confidential business information and trade secrets. There can be no assurance that the Company's competitors will not independently develop technologies that are substantially equivalent or superior to the Company's technology.

To protect the Company's intellectual property, it may become involved in litigation, which could result in substantial expenses, divert the attention of its management, cause significant delays and materially disrupt the conduct of its business.

We rely on patent assignments that could be breached and may be difficult to enforce.

Although we believe that we take reasonable steps to protect our intellectual property, these agreements can be difficult and costly to enforce. It is possible that current officers of the Company may unintentionally or willfully disclose our confidential information to competitors or seek to breach their patent assignments in the event that a conflict arose between the Company and such officers. Enforcing a claim that a third-party illegally obtained proprietary technology is expensive, time consuming and unpredictable.

At this time we do not believe our products are subject to regulatory approvals in the United States, Canada or the other countries in which we operate. Should we be required to obtain approvals from the US Food and Drug Administration or other comparable regulators, we could be forced to spend significant time and money, and there are no assurances that such approval would be obtained. If such regulatory approval is not obtained, the Company could be forced to discontinue operations in one or more jurisdictions.

As an emerging growth company, we have elected to follow scaled disclosure requirements. As such, our financial statements may not be as extensive as other issuers.

We qualify as an emerging growth company as defined under the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Accordingly, we are eligible to comply with reduced disclosure requirements applicable to emerging growth companies for up to five years or such earlier time that we would no longer be an emerging growth company. We would cease to be an emerging growth company if we had USD$1.07 billion in annual gross revenues or more, more than USD$700 million in market value of the common shares held by non-affiliates, or issue more than USD$1.0 billion of non-convertible debt over a three-year period. These reduced disclosure requirements and exemptions include: the ability (i) to include only two years of audited financial statements and the corresponding Management's Discussion and Analysis; (ii) in the event that that we were to cease to qualify as a foreign private issuer, we would have reduced disclosure regarding executive compensation; compared to other reporting companies and (iii) to defer complying with certain changes in accounting standards. As a result, our financial statements may not be comparable to those of other issuers.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

We are a foreign private issuer within the meaning of the rules under the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example: we are not required to provide the same level of disclosure on certain issues, such as executive compensation; we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any "short-swing" trading transaction; for interim reports we may comply with our home country requirements which are less rigorous than the rules applicable to domestic issuers; and we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act. Our shareholders may not have access to certain information they may deem important and are accustomed to receiving from U.S. reporting companies.

The Company has a limited operating history upon which an evaluation of the Company and its prospects can be based. The Company is subject to many risks common to venture enterprises, however, the relative novelty of its products and technology means that there is a lack of industry history upon which to evaluate the Company's prospects. There is no assurance that the Company will be successful in achieving a return on shareholders' investment or meeting other metrics of success.

To date, the Company has not paid any dividends on its outstanding securities and the Company does not expect to do so in the foreseeable future. Any decision to pay dividends on the Company's Common Shares will be made by the Board of Directors.

Shareholders of our Company rely on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business and the operations of the Company. The Company will be dependent on a relatively small number of key persons, the loss of any one of whom could have an adverse effect on the Company. Only two of our employees have contracts with the Company for providing services. For more information, see Item 6.B Directors, Senior Management and Employees-Compensation."

The value of the Company's common shares could be subject to significant fluctuations in response to variations in operating results, the granting or denial of our patent applications, the success of the Company's business strategy, competition or the advent of regulations which may affect the business of the Company and other factors.

Since December 31, 2019, the outbreak of the novel strain of coronavirus, specially identified as "COVID-19" has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Restrictions on the Reliance of Rule 144 by Shell Companies or Former Shell Companies

We have not registered the re-sale of any of our shares under the Securities Act of 1933, as amended (the "Securities Act"). Historically, the SEC staff has taken the position that Rule 144 under the Securities Act is not available as a safe harbor for the resale of securities initially issued by companies that are or previously were, shell or blank check companies. While we do not believe that the Company is currently a shell company, it may be considered a shell company prior to our having effected a three-way amalgamation in September, 2019 (See Item 4.A - "History and Development of the Company"). As a result, shareholders may not be able to rely on rely on Rule 144 for purposes of re-selling their shares until a period of at least twelve months has elapsed from the date on which this Registration Statement on Form 20-F was filed with the SEC. Until Rule 144 is available, our status as a former "shell company" could interfere with our raising additional funds, engaging consultants, and/or using our securities to fund acquisitions without registering the shares we issue under the securities Act of 1933.

Our stockholders are subject to dilution upon the occurrence of certain events which could result in a decrease in our stock price.

As of January 31, 2021, we had approximately 10,643,000 shares of our common stock reserved or designated for future issuance upon the exercise of outstanding options and warrants. Future issuances of options, warrants or sales of substantial amounts of our common stock into the public market and the issuance of the shares reserved for future issuance in exchange for outstanding options and warrants will be dilutive to our existing stockholders and could result in a decrease in our stock price.

The Company was incorporated in the Province of British Columbia on September 3, 1987 under the British Columbia Business Corporations Act (the "BCBCA") under the name "Riviera Explorations Ltd." In 1993, the Company changed its name from Riviera Explorations Ltd. to "Kentucky Oil &Gas Inc." In 1994 the Company changed its name from Kentucky Oil &Gas Inc. to "Integrated Card Technologies Inc." In 1997, the Company changed its name from Integrated Card Technologies Inc. to "Rizona Ventures Ltd." As of August 31, 1998, the Company changed its name from Rizona Ventures Ltd. to "Admiral Bay Resources Inc." ("Admiral").

Effective as of September 23, 2019, Admiral was part of a three-way amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the "Transaction"). Admiral completed the acquisition of all the issued and outstanding shares of Cultivar Holdings Ltd. by way of such three-way amalgamation, pursuant to which 2693980 Ontario Inc., amalgamated with Cultivar Holdings Ltd. Pursuant to the Transaction, each registered shareholder of Cultivar Holdings Ltd. received one (1) common share in the capital of the Admiral for each common share held, resulting in the issuance of an aggregate of 97,439,900 common shares to Cultivar Holdings Ltd. Shareholders. As part of the Transaction, warrants of Cultivar Holdings Ltd. were replaced with common share purchase warrants of Admiral. In addition, 500,000 Admiral shares were set aside to be issued to members of Cultivar Holdings Ltd. management team upon the final approval of Jamaica's Cannabis Licensing Authority for a license involved in the cultivation, processing, retail and transportation of cannabis. Under IFRS, this was considered a Reverse Merger and Recapitalization (commonly referred to as a Reverse Take Over or "RTO"). The Company issued 6,514,249 shares valued at $0.21 per share, with a total value of $1,367,992 for the acquisition.

At completion of the transaction, Admiral changed its name to Cultivar Holdings Inc. On April 9, 2020, the Company announced that it had changed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc."

The Company's head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, M5K 1GB. The Company's Common Shares are listed for trading on the Canadian Securities Exchange (the "CSE") under the trading symbol "PMED" as well as on the OTCQB under "PMEDF."

In 2018, the Company held a 49% interest in Cultivar JA Limited ("Cultivar JA"), a Jamaican company whose objective was to grow high quality cannabis in Jamaica. Also in 2018, the Company held 100% of an Ontario company that was organized to develop a CBD product portfolio as well as an artificial intelligence powered technology to detect cannabis impairment. In March of 2020, the Company sold its interest in Cultivar JA and terminated all operations in the cannabis sector. As a result, the Company is focused on its current business of artificial intelligence powered technology to detect disease and impairment. In recognition of the Company's business focus, on April 9, 2020, the Company changed its name to "Predictmedix Inc."

The Company's business is focused on developing artificial intelligence ("AI") powered technologies for general workplace health and safety, and for the health care industry. In particular, the Company has developed technologies for: (1) the identification and detection of infectious diseases (including COVID-19); (2) detection of alcohol and/or cannabis impairment; (3) mental illness diagnostics; and (4) remote patient monitoring and treatment plans. The following is a description of our proprietary services and products.

All Canadian Display Company Ltd, an Ontario corporation doing business as "Juiceworks Exhibits" ("Juiceworks") is the constructor and selling agent for the Company's Safe Entry Systems in North America. An initial license fee is received by the Company from customers when a Safe Entry System is sold or leased by Juiceworks. The Company then will receive a recurring monthly licensing fee from customers. A formal agreement with Juiceworks covering exclusive fabrication rights and non-exclusive selling rights is under discussion. Outside of North America, the Company intends to market and sell the Safe Entry System directly, however, the Company may enter into arrangements with third parties similar to the arrangement with Juiceworks to cover other territories.

The Company is addressing respiratory illnesses with the focus being on two major infectious diseases - influenza and COVID-19. The COVID-19 pandemic has turned into a threat to global security and economic stability, resulting in unprecedented job losses not seen since the great depression. Identification and tracking of an infectious disease or an outbreak of a global pandemic is a critical element of controlling the spread of disease across geographical areas. Furthermore, infectious diseases such as COVID-19 are likely to return in waves until there is mass vaccination or development of population level immunity. As such, there is a significant urgent need to have mass screening technologies which can identify potential COVID-19 cases without the need for human intervention and can be deployed in places where there is movement of large numbers of people. Some examples are transit hubs, airports, malls, shopping centers, casinos, concerts, arenas and office buildings. We believe that one of the primary factors leading to the outbreak of COVID-19 virus has been the relative lack of rapid screening tools for the general public. The lack of such tools has resulted in a failed containment effort which led to a global pandemic and an unprecedented economic disruption. The Company also anticipates expanding its infectious disease screening capabilities to include screening for influenza.

Our AI powered technology utilizes multispectral imaging with a focus on visual spectral imaging along with infrared thermography to identify individuals exhibiting symptoms associated with infectious diseases. The AI technology monitors and identifies the potential presence of infectious disease symptoms such as fatigue, headache, coughing, sneezing, blood flow, sweat gland activation, metabolism, and fever along with other key biomarkers. The technology can be deployed using multispectral cameras in facilities where there is large movement of people. The data collected is brought into a central server / cloud for analysis and alerts are sent in case of a positive detection. Privacy concerns are addressed by using dedicated servers, access control, no video data storage, and only processing being carried out by our technology. Furthermore, even the summarized frames lack any personal identifiers. Additionally, the information on the camera stays anonymous so we cannot map which camera it is.

The Company has developed a proprietary hardware configuration for its solution in addition to the proprietary artificial intelligence algorithms (patent pending). The end user product which consists of hardware components, assembled and networked within fabricated gateway units, includes multispectral cameras and specialized sensors with processing capabilities that seamlessly communicate to our AI model in the cloud. Upon deployment, individuals pass through the gateway, triggering the system to activate a red or green light indicating who is exhibiting symptoms associated with infectious disease, such as COVID-19.

Functional deployment of the technology occurs in two stages. In the first stage, a technical team assembles the parts within the fabricated gateway unit and works with our engineering team to test that the product meets our standards for live deployment. In the second stage, the gateway is transported to the client location, and run through a series of tests to ensure the system is operating as intended. The Company has successfully deployed the technology at different client sites and is currently commercializing the technology with a strong emphasis on the Canadian, US and South Asian markets.

Currently, the Company fabricates "Safe Entry Stations" as they are needed to satisfy customer orders. The Company plans to build an inventory of Safe Entry Systems to be available in North America, India and South Asia. These plans will be implemented following completion of the Company's new "Edge Computing" configuration which will have the ability to process symptoms detected within the Safe Entry Station's general processing unit and without the need for cloud computing resources. This upgrade is expected to increase the System's response time. A beta version of the Edge Computing configuration is in testing. The Company is not able to predict when a commercial version will be available.

The hardware required for each Safe Entry System is generally available from multiple sources and does not require custom manufacturing or customization by the vendor. Fabrication is carried out by our partner, Juiceworks Exhibits) at their facilities - pursuant to instructions from the Company. Juiceworks Exhibits has facilities in the United States and Canada. The hardware used in the fabrication includes the following components which are integrated to create the Safe Entry Station.

With respect to each installation of a Safe Entry System, the Company typically logs into the System remotely and sets up the individual software requirements and settings for the System.

Currently, customers of the Company include Aspen Properties, which has deployed Safe Entry Systems in its Calgary and Edmonton, Canada office towers. Flow Alkeline Spring Water has deployed units in each of their manufacturing plants in Canada and the United States. In Nepal, a major telecommunications provider, is testing a unit for potential deployment through their national chain of mobile phone retail outlets and offices. In India, Indian Oil Corporation Ltd., has completed a pilot program using the Safe Entry System and is requesting a proposal to deploy the system throughout their facilities. MGM Hospital in Mumbai, India has installed a Safe Entry Station at an entranceway to their testing clinic. Multiple units are deployed at locations such as a Juiceworks manufacturing facility in Canada and Paras Defense and Space Technologies in India. The foregoing information is current as of the date of this registration statement and subject to change.

The Company has developed a technology to detect such symptoms and impairment using proprietary AI technology algorithms with a decision-making ability to identify if infection or impairment is present. The AI algorithms use several unique data points with facial and voice recognition to identify impairment. Applications for detecting drug impairment can range from roadside impairment tests to workplace safety. We believe our patent applications cover the first utilization of AI to detect disease or impairment in this context. We will initially market our software to law enforcement agencies and industries such as manufacturing, mining or aviation, that have heightened concerns about disease infection or impairment in the workplace. The deployment will occur in a similar format as the infectious disease screening solution, with the hardware component comprised of gateways using the proprietary AI software component.

The Company is also developing AI powered technology to assist with diagnosis and management of mental health disorders such as depression, autism, ADHD and dementia.

The Company is positioning its technology as a triage tool for mental health centers. When people step into a clinic which specializes in treating and diagnosing mental illness, our technology could be a first step screening tool that will scan individuals to identify the earliest signs of mental illnesses. In this way the System can aid physicians both in early diagnosis and treatment. The broader objective for the technology is to develop and incorporate AI algorithms that can provide objective recommendations for diagnosis and treatment by analyzing video and audio data from the individuals being screened. If someone is exhibiting early signs of mental illnesses such as dementia or depression, the technology would accelerate the identification of these symptoms and the underlying and serve as a tool for treating physicians.

A patient can be critically ill and unable or otherwise not be in a condition to visit the hospital or a medical physician on a regular basis. Such restriction may result in the deterioration of health of the patient. For example, a patient may be bed ridden with a health condition that requires monitoring but may be reluctant to go to the hospital. In another scenario, the patient may be in critical condition and need lifesaving treatment before the patient can reach the hospital.

Our patent-pending technology utilizes the patient's history and real time medical data, such as blood pressure or blood glucose level, to provide patients and their medical professionals with treatment plans for chronic disease management and in some critical case lifesaving management by providing time to the patient to reach the hospital.

Further, when treating disease, whether infectious, non-infectious, heredity and/or other lifestyle diseases, we believe that it is important to motivate the patient to strictly follow the prescribed protocol by a medical expert to maintain good health. In connection with the monitoring, our technology can provide milestones associated with good health. A patient that is compliant and meets these milestone events can be recorded as "reward events" that are converted into points that may redeemed by the patient. Similarly, our system also includes a care provider reward program as an incentive for care providers/partners.

Remote patient monitoring platforms commonly suffer from a lack of patient compliance because it is frequently dependent on patient self-reporting. We believe that patient compliance can be improved by offering "reward points" for actively using our technology. We are working on partnering with existing rewards programs used by retailers and pharmacies such that our points can be used for the purchase of goods and services from these retailers and pharmacies. Similarly, our system includes a care provider reward program that as an incentive for care providers/partners. These programs are in an early stage and no such reward programs are currently in place.

The following patent applications have been submitted to the United States Patent and Trademark Office by individuals affiliated with the Company. The individuals making the application have assigned all of their respective rights in the patent applications and in any patent(s) that may be issued.

In July of 2020, the Company entered into an Asset Purchase Agreement (the "MobileWellbeing Purchase Agreement") with Rajv Muradia, as seller (the "Seller"), pursuant to which the Company acquired all of the Seller's interest in MobileWellbeing, a Telemedicine Remote Patient Monitoring platform ("MobileWellbeing"). The consideration for the acquisition was a combination of cash and stock, payable as follows: upon closing of the MobileWellbeing Purchase Agreement, the Company made a $25,000 cash payment to the Seller and issued the Seller 20,000 shares of the Company's common stock, with an additional 30,000 shares issued to the Seller on the 90th day following such closing. In addition, the Mobile Wellbeing Purchase Agreement contemplates that the Seller will receive a 20% commission on net sales of the Company attributable to the MobileWellbeing Platform (which commission is capped at $500,000) and additional stock consideration up to 200,000 shares of the Company's common stock depending on whether certain milestones.

In connection with the acquisition of MobileWellbeing, on July 17, 2020 (the "Effective Date") the Company also entered into a consulting agreement with the Seller (the "Consulting Agreement") pursuant to which the Seller shall, among other things, assist the Company with commercializing the MobileWellbeing platform. Under the Consulting Agreement the Seller was granted 80,000 stock purchase options on the effective date and subject to termination provisions, 85,000 options to be granted to the Consultant on each of the first and second anniversary dates of the effective date.. Each stock option is exercisable into one (1) share of the Company's common stock, at a price equal to the then closing price of the Company's common stock on the day immediately prior to the Effective Date.

The Company plans to integrate MobileWellbeing with its Artificial Intelligence driven rapid screening system for infectious diseases, including COVID-19, and its screening modules for impairment and mental illness. Notably, we expect to turn our screening solutions into enterprise solutions with back-end patient or employee return-to-work monitoring. Additionally, we expect that this acquisition will allow Predictmedix to enter the growing markets of telehealth and clinical trials. Further, MobileWellbeing can be used for data collection, transmission, evaluation, notification and intervention at home or through kiosks that might be especially useful in Long Term Care and Retirement Community settings.

The Company is in the process of developing a network of marketing and distributions relationships throughout the world. While we are in the process of developing business relationships with the companies described below, we have not entered into any material contracts or agreements.

The results of these relationships will depend on market acceptance and how these initiatives are implemented. These relationships include the following:

1. Max Healthcare, a provider of standardized healthcare services in South Asia;

2. All Canadian Display Company Ltd, d/b/a "Juiceworks" and Juiceworks Exhibits, a full-service design and build company based in Canada that creates brand experiences for leading brands across North America with operations both in Canada and the United States. Juiceworks will explore using the Company's symptom mass screening technology to offer safe indoor/outdoor entry solutions using custom-fabricated temporary structures;

3. Caribbean Digital Media Academy (CDMA), a services integrator company based in Jamaica;

4. Tech Mahindra Ltd, a leading provider of digital consulting and business re-engineering services in India that intends to offer AI-based healthcare solutions which could include joint marketing of the Company's services;

5. Taurus Medical Solutions, a medical distributor based in the United Kingdom which is a supplier to United Kingdom National Health Service;

6. Indian Oil Corporation Ltd, an Indian oil company seeking infectious disease screening solutions for its work force; and

7. Versus Systems, which builds tools for the clinical trials market including programs to promote compliance in testing medical therapies.

Prior to March, 2020, the Company held an investment in a Cannabis company that holds a provisional cannabis cultivation license in Jamaica. This company is Cultivar JA Limited ("Cultivar JA"). We held this interest through a wholly-owned subsidiary, Cultivar Holdings Ltd.

On March 27, 2020, the Company entered into a sale agreement (the "Sale Agreement") with respect to its 49% interest in Cultivar JA. Pursuant to the terms of the Sale Agreement, Cultivar Holdings Ltd. sold its 49% interest in Cultivar JA and all related royalty interests to the principals of Cultivar JA in exchange for the principals of Cultivar JA agreeing to cancel 4,000,000 common shares of the Company then owned by the principals. In addition, the principals also agreed to terminate their right to receive an additional 500,000 common shares of the Company which had been reserved for issuance upon Jamaica's Licensing Authority issuing final approval for Cultivar JA's license. As a result, we no longer have any interest in the cannabis industry.

For financial statement reporting purposes, the divestiture of the interest in Cultivar JA constituted a discontinued operation. A discontinued operation is a component of the Company's business that represents a separate major line of business or a geographical area of operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or earlier, if the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation the comparative statement of comprehensive loss and cash flow operation is represented as if the operation had been discontinued from the start of the comparative period.

The sale agreement constituted a discontinued operation of the Company effective as of March 27, 2020. As a result, all the assets and liabilities of Cultivar JA have been removed from the statement of financial position of the Company. The cancellation of 4,000,000 shares of the Company was valued at Cdn$540,000, being the fair value of the shares on the date of the sale transaction. The expenses of Cultivar JA have been determined to be a discontinued operation by the Company, and as a result, have been disclosed separately on the statement of income (loss) and comprehensive income (loss).

The Company is in the business of investment in technology to detect if an individual is suffering from an infectious diseases, such as COVID-19, or is under the influence of cannabis or alcohol. In addition, the Company is developing remote treatment and monitoring solutions for the healthcare industry. All assets are located in Canada.

The Company has developed a technology to detect symptoms of disease and impairment using proprietary AI technology algorithms with a decision-making ability to determine if infection or impairment is present. The AI algorithms use several unique data points with facial and voice recognition to identify impairment. Applications for detecting drug impairment can range from roadside impairment tests to workplace safety. PredictMedix also has developed a proprietary hardware configuration for its solution in addition to the proprietary artificial intelligence algorithms (patent pending). The end user product which consists of hardware components, assembled and networked within fabricated gateway units, includes multispectral cameras and specialized sensors with processing capabilities that seamlessly communicate to our AI model in the cloud. Upon deployment, individuals pass through the gateway, triggering the system to activate a red or green light indicating who is exhibiting symptoms associated with infectious disease, such as COVID-19.

The Company also is developing a system that uses artificial intelligence to provide a method of disease management that automatically recommends and adapts a treatment regimen. More specifically, the system and method for an automatic recommendation and treatment regime for a patient involves gathering patient data, patient inputs, and a treatment pathway controller treatment to identify time series events, apply rules for diagnosis of disease, taking an approval from a medical expert, and providing a detailed treatment plan for the patient. The technology developed by Predictmedix provides a novel method and system for management of a reward program for patient treatment programs. More specifically, the system and method of management provides for reward points to motivate the patient to follow the treatment protocol.

With our acquisition of MobileWellbeing in July of 2020, the Company is integrating its products and services with the MobileWellbeing technology with the goal of offering a remote monitoring and interaction capability that will enable the Company to enter the growing area of telehealth and clinical trials.

The following discussion and analysis should be read in conjunction with Item 18. "Financial Statements" included below. Operating results are not necessarily indicative of results that may occur in future periods. This discussion and analysis contains forward- looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of many factors including, but not limited to, those set forth under "Forward-Looking Statements" and "Risk Factors" in Item 3 "Key Information" included above in this Registration Statement on Form 20-F. All forward-looking statements included in this document are based on the information available to the Company on the date of this document and the Company assumes no obligation to update any forward-looking statements contained in this Registration Statement on Form 20-F.

We prepare our financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). As such, we are required to make certain estimates, judgments, and assumptions that management believes are reasonable based upon the information available. These estimates, judgments and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. The critical accounting policies are summarized in Item 18. "Financial Statements-Note 2-Critical Accounting Policies."

The following discussion relates to our results of operations, financial condition and capital resources. You should read this discussion in conjunction with our financial statements and the notes thereto contained elsewhere in this report.

The following disclosure is in Canadian dollars. For comparative purpose, year ended January 31, 2021 is referred as fiscal 2021 and year ended January 31, 2020 is referred as fiscal 2020.

Total revenue for the fiscal years ended January 31, 2021 and 2020 were $nil. The Company seeks to generate revenue through the commercialization on completion of the development of its technologies focused on 1) Workplace health and safety and 2) Healthcare

The following table summarizes the Company's operating expenses for the years ended January 31, 2021 and 2020:

Total operating expenses for the year ended January 31, 2021, were $1,930,829 as compared to operating expenses of $782,829 for the year ended January 31, 2020.

Administration and general expenses for the year ended January 31, 2021 was $13,658 as compared to $12,210 for the year ended January 31, 2020. The increase in expense by 12% was a result of the overall increased business activity.

Amortization expenses for the year ended January 31, 2021 was $3,509 as compared to $1,671 for the year ended January 31, 2020. The increase in amortization in fiscal 2021 as compared to fiscal 2020 is the result of the annual amortization of equipment acquired for $13,368 in fiscal 2020. The prior year had a shorter amortization period and expense.

Audit and accounting expenses for the year ended January 31, 2021 was $38,560 as compared to $56,647 for the year ended January 31, 2020. The decrease in audit and accounting fees for fiscal 2021 as compared to fiscal 2020 was a result of the three-cornered amalgamation among the Company, 2693980 Ontario Inc. and Cultivar Holdings Ltd. (the "Transaction") . This transaction was completed in fiscal 2020. This reverse merger and recapitalization transaction in fiscal 2020 resulted in additional audit and accounting expense.

Consulting expenses for the year ended January 31, 2021 was $178,004 as compared to $135,631 for the year ended January 31, 2020. The increase in consulting expenses by $42,373 (31%) in fiscal 2021 as compared to fiscal 2020 is a result of the Company's increased business activity from acquisition and development of its products.

Legal expenses for the year ended January 31, 2021 was $138,879 as compared to $122,543 for the year ended January 31, 2020. The increase in legal expenses by $16,336 or 13% in fiscal 2021 as compared to fiscal 2020 is a result of the additional Company's legal fees paid to assist with the discontinuance of the Company's interests in Cultivar JA.

Management fees for the year ended January 31, 2021 was $217,050 as compared to $263,066 for the year ended January 31, 2020. The decrease in management expenses by $46,016 or 17% in fiscal 2021 as compared to fiscal 2020 is the combination of the reduction in management fees for $103,000 expensed in the prior year to a prior director who no longer serves as a board member on the discontinuance of Company's interests in Cultivar JA in fiscal 2021 and increase in management fee for $56,984 to the existing officers and directors in fiscal 2021. Management fees for the years ended January 31, 2021 and 2020 were in relation to fees payable to certain of the Company's key management and related parties.

Marketing expenses for the year ended January 31, 2021 was $221,670 as compared to $nil for the year ended January 31, 2020. During fiscal 2021, the Company commenced and initiated marketing of its Company and technology being developed for visibility, knowledge, and market interests.

Patent and trademark expense for the year ended January 31, 2021 was $13,622 as compared to $5,930 for the year ended January 31, 2020. The increase in expense by $7,692 is the added costs for consultation and documentation which were expensed.

Rent expense for the year ended January 31, 2021 was $21,500 as compared to $18,000 for the year ended January 31, 2020. The increase in annual rent expense by $3,500 or 19% is owing to the increase in monthly rent expense calculated at $500 per month for a period of seven months effective July 2020. The prior rent expense paid to the CEO for use of his residence for office was $1,500 per month which increased to $2,000 per month effective July of 2020.

Research and development expense for the year ended January 31, 2021 was $26,300 as compared to $73,733 for the year ended January 31, 2020. During fiscal 2020, all research costs were expensed. During fiscal 2021, the Company commenced capitalizing internally occurred development costs as intangible assets in accordance with its accounting policy and capitalized $156,040 costs relating to development of infectious disease symptom screening solution ("IDSS"). Certain expenses related to research (i.e. design and architecture that are not expected to provide an economic benefit) are expensed rather than recognized as an intangible asset.

Share based compensation for the year ended January 31, 2021 was $946,361 as compared to $10,387 for the year ended January 31, 2020.

Non-cash share-based compensation of $946,361 for the year ended January 31, 2021 (prior year $10,387), consists of the fair value (Black- Scholes calculation) of the vesting of options to directors, officers and consultants.

On April 6, 2020, the Company granted options to its directors, officers and consultants to purchase up to 9,850,000 common shares. These options were issued at an exercise price of $0.15 per share and have varying vesting periods, with the majority being in equal installments over a quarterly basis throughout the term. These options have a term of one (1) year expiring on April 6, 2021. The Company expensed $742,833 for the vesting of these options during the year ended January 31, 2021 (Prior year: $nil).

On July 17, 2020, the Company granted options to a consultant to purchase up to 80,000 common shares. These options were issued at an exercise price of $1.02 per share and vest one year after date of grant. These options have a term of five (5) years expiring on July 17, 2025. The Company expensed $40,603 for the vesting of these options during the year ended January 31, 2021 (Prior year: $nil).

On September 17, 2020, the Company granted options to a consultant to purchase up to 200,000 common shares. These options were issued at an exercise price of $0.54 per share and vest on date of grant. These options expire on March 30, 2022. The Company expensed $81,979 for the vesting of these options during the year ended January 31, 2021 (Prior year: $nil).

On September 21, 2020, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.59 per share and vest in equal installments over a quarterly basis throughout the term. These options have a term of one (1) year expiring on September 21, 2021. The Company expensed $77,375 for the vesting of these options during the year ended January 31, 2021 (Prior year: $nil).

Transfer agent and filing fees expense for the year ended January 31, 2021 was $57,908 as compared to $25,122 for the year ended January 31, 2020. This is the expense for fees paid to the transfer agent and costs for filing and compliance for the Company's CSE and OTC listing. The increase in cost of $32,786 in fiscal 2021 as compared to prior year is the result of added expense for listing the Company on the OTC and added OTC filing fees.

Travel, entertainment and related expense for the year ended January 31, 2021 was $31,308 as compared to $51,889 for the year ended January 31, 2020. The decrease in cost for fiscal 2021 by $20,581 as compared to fiscal 2020 was a result of reduced costs due to discontinuance of Cultivar JA in fiscal 2021 and lesser travel due to Covid-19 travel restrictions.

Vehicle use expense for the year ended January 31, 2021 was $22,500 as compared to $6,000 for the year ended January 31, 2020. During fiscal 2021, the Company paid an annual vehicle allowance of $12,000 to the CEO (2020: $6,000) and $10,500 to the COO (2020: $nil).

No cash dividends have been paid by the Company. The Company has no present intention of paying cash dividends on its common shares as it anticipates that all available funds will be invested to finance existing activities.

The loss for the three months ended January 31, 2021 was $632,471 as compared to the loss of $324,653 for the three months ended January 31, 2020.

Noncash share-based compensation was $387,436 for the three months ended January 31, 2021 ($1,302 for the three months ended January 31, 2020), consisting of the fair value (Black- Scholes calculation) of the vesting of options to directors, officers and consultants.

Consulting fees were $38,566 for the three months ended January 31, 2021 ($49,157 for the three months ended January 31, 2021), related to fees paid to consultants to assist with business and investor relations.

Legal fees were $22,469 for the three months ended January 31, 2021 ($108,113 for the three months ended January 31, 2020). The greater legal fees paid in the prior period was attributable to increased legal costs relating to amalgamation and reverse merger and listing costs with the CSE.

Transfer agent and filing fees were $15,369 for the three months ended January 31, 2021 ($25,122 for the three months ended January 31, 2020), relate to filing and compliance costs for the Company's CSE and OTC listing.

Marketing expenses were $63,417 for the three months ended January 31, 2021 ($nil for the three months ended January 31, 2020), was related to media marketing of the Company and its products.

Operations in the prior period ended January 31, 2019 were in the early start- up phase of the Company with little activity beyond recognizing management efforts brought into the Company. Therefore, comparisons to the prior year period may not have sizable value.

Total operating expenses for the year ended January 31, 2020, were $820,821 as compared to operating expenses of $365,961 for the period from December 6, 2017 (date of incorporation) to January 31, 2019.

Management fees for the twelve months ended January 31, 2020 consist of fees paid to senior management or to Companies owned by senior management, and shares issued as compensation to the Company's director including (1) $96,000 (prior period $56,000) paid to the CEO for services, (2) $54,000 (prior period $nil) paid to a director for services, (3) $55,000 (prior period $nil) being management fees issued in shares to a director, (4) $20,000 (prior period $nil) paid to the COO for services and (5) $38,066 (prior period $3,955) paid to the CFO for services.

Share-based compensation of $10,387 for the twelve months ended January 31, 2020 (period ended January 31, 2019: $5,535), consists of the fair value (Black- Scholes calculation) of the vesting of options to consultants.

Research and development costs for $73,733 for the year ended January 31, 2020 (prior period: $49,205) are costs incurred by outside research provider for development of Artificial Intelligence powered facial and voice recognition technology to detect cannabis along with alcohol impairment.

Consulting fees costs for $135,631 for the twelve months ended January 31, 2020 (prior period $nil) consists of fees paid to consultants to initiate OTC listing, media marketing, valuations and investor relations, as well as finders' fees for the RTO transaction.

Legal fees for $126,975 for the twelve months ended January 31, 2020 (prior period $86,840) consists of legal fees paid to assist the reverse merger transaction consummated on September 23, 2019.

Audit and accounting fees for $56,647 for the year ended January 31, 2020 is the costs relating to audit and accounting of the consolidated statements for becoming and continuity as a public company. In addition, the Company incurred transfer agent and filing fees for $25,122 during the current year being costs to become and maintain public company status.

The following table summarizes financial information for the three months ended January 31, 2021 and the preceding seven quarters:

At January 31, 2021, the Company had cash of $480,051 and working capital of $612,091. During the year ended January 31, 2021, the Company received $261,121 from financing activities, used $1,079,637 in operating activities and $195,010 in investing activities.

At January 31, 2020, the Company had cash and cash equivalents of $1,493,577 and working capital of $1,554,541. During the year ended January 31, 2020, the Company received $776,669 from financing activities, used $832,121 in operating activities and $9,920 in investing activities.

The Company has financed its operations from inception to date through the issuance of equity shares.

During the year ended January 31, 2021 the Company had no revenues. Administrative and other expenses may exceed available cash resources and additional funding may be required to further its projects and to meet ongoing requirements for general operations. The ability of the Company to continue as a going concern is dependent on raising additional financing, development of its projects and generation of profitable operations in the future.

Following the issuance of our January 31, 2021 year-end financial statements, on March 5, 2021, the Company closed a non-brokered private placement for gross proceeds of Cdn$1,090,085. A total of 3,114,529 units were issued at a price of Cdn$0.35 each. Each unit is comprised of one common share of the Company and one warrant, with each warrant exercisable into a common share at an exercise price of Cdn$0.50 per share for a period of two years.

The Company believes it has enough cash to maintain itself for the next 12 months.

To manage the capital structure, the Company may adjust its project plans, operating expenditure plans, or issue new common shares. The Company monitors its capital structure using annual forecasted cash flows, expenditure budgets and targets for the year. This is achieved by the Board of Directors' review and acceptance of expenditure budgets that are achievable within existing resources and the timely matching and release of the next stage of expenditures with the resources made available from private placements or other funding.

The Board of Directors relies on the expertise of the Company's management to sustain future development of the business. The Company is not subject to externally imposed capital requirements or covenants.

We are in the process of assembling a team to expedite development and launch of the first version of MobileWellBeing. We anticipate that this effort will require a resource base of four full-time persons specializing in front and back-end development working on the project for approximately six months. We have had discussions with teams based in India. The projected cost is anticipated to be in the range of $2,000 to $3,000 per person per month. We believe that the Company is adequately capitalized to begin and complete this development. We anticipate launching the first version of the platform towards the end of 2021. With respect to our infectious disease symptom solution, our partners/distributors are in the process of securing customer contracts. We expect this process to gain further momentum over the next two quarters or 2021.

Since 2019, the Company has been focused on the development and deployment of its AI assisted diagnostic technology, with an emphasis on screening for infectious diseases and cannabis/alcohol impairment. More recently, the Company has expanded to include the development of mental health and wellness diagnostic, monitoring and treatment tools. During the years ended January 31, 2021 and, 2020 we incurred research and development expenditures of $26,300 and $73,733 respectively. For more information regarding out patents, please see Item 4.B "Business Overview."

Other than as disclosed elsewhere in this Form 20-F, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this Form 20-F to be not necessarily indicative of future operating results or financial conditions.

The Company has no material debts, lease commitments or contractual obligations other than compensation agreements to companies owned and controlled by the CEO and the COO, as described in Item 9.C - "Material Contracts.".

See "Cautionary Note Regarding Forward-Looking Statements" in the introduction to this Registration Statement.

The following table sets forth the name, province/state and country of residence, date of birth, position held with the Company and principal occupation during the five preceding years of each person who is a director and/or an executive officer of the Company as at the date hereof.

(1) The information as to place of residence, principal occupation and number of Common Shares beneficially owned or over which a director or officer of the Company exercises control or direction, is not within the knowledge of the management of the Company and has been furnished by the respective directors and officers of the Company.

Mr. Kales is a Director and the President and Chief Executive Officer of the Company. Previously, he was the CEO of Chester Gold Corp., a private mining exploration company in northern Ontario. Mr. Kales was also the Founder, CEO and director of Security Devices International Inc., a public company quoted on the OTCBB in the United States from 2005 to 2010. From 2006 to 2008 Mr. Kales served as a director of L.A.M. Pharmaceutical Corp., a company quoted on the OTCBB. He has extensive leadership experience in managing and operating research and development operations of technology companies across the United States, Canada and the Middle East. Mr. Kales is a graduate of the University of Toronto with a Bachelor of Arts degree. Mr. Kales is 65 years old. Mr. Kales is the chairman of the board of DeepSpatial Inc. ("DeepSpatial"). Mr. Kales also divides business time between the Company and DeepSpatial.

Dr. Kushwah is a Director and the Chief Operating Officer of the Company. Previously, he held a faculty appointment with the Faculty of Medicine at the University of Ottawa and was an accomplished federal government scientist with the Human Health Therapeutics branch of the National Research Council of Canada. Additionally, Mr. Kushwah has served as a consulting scientist with the Hospital for Sick Children in Toronto, Ontario, and is a regular speaker at several international speaking engagements. Mr. Kushwah has also authored several publications in medical journals and serves as a reviewer and editor for several journals in the medical field. Mr. Kushwah received his doctorate from the University of Toronto and has been a recipient of the Banting Post-Doctoral Fellowship in Medicine and CIHR Post-Doctoral Fellowship. Dr. Kushwah is 38 years old. In addition to his position as the Chief Operating Officer of the Company, Mr. Kushwah is also the chief executive officer of DeepSpatial, and he divides his business time between the Company and DeepSpatial.

Mr. Sipos is Director of the Company. Additionally, he serves as the founder and managing director of K-Med Limited, one of the largest suppliers of medical equipment and healthcare supplies in the United Kingdom. Prior to that, he was the founder of a health care equipment company (Health Care Equipment Co.) which was later acquired by HCE Medical Group, UK. Mr. Sipos is 59 years old.

Mr. Kumar is a Director of the Company. Additionally, he serves as the founder and managing director of K-Med Limited, one of the largest suppliers of medical equipment and healthcare supplies in the United Kingdom. Prior to that, he was the founder of a health care equipment company (Health Care Equipment Co.) which was later acquired by HCE Medical Group, UK. Mr. Kumar holds a Bachelor and Master of Science from Kanpur University, India and a post-graduate degree in Botany and Environmental Sciences from the Imperial College of London, UK. Mr. Kumar is 68 years old.

Mr. Malhotra is the Chief Financial Officer of the Company. Mr. Malhotra holds CPA licenses in Canada and in Illinois and has over twenty years of experience in the preparation of financial statements, auditing, public company reporting in Canada and the United States, financial management and compliance and risk management. He has knowledge and experience in the application of IFRS, U.S. GAAP and Canadian GAAP. Mr. Malhotra serves as the part-time chief financial officer and as a consultant to multiple publicly reporting companies in Canada. Mr. Malhotra is 64 years old. In addition to his position as Chief Financial Officer of the Company, Mr. Malhotra holds positions as the chief financial officer in the following early-stage companies: Nerds on Site Inc. (CSE/ OTCQB), Binovi Technologies Corp. (TSX-V/OTC QB), DeepSpatial and Aion Therapeutic Inc. (CSE). Mr. Malhotra anticipates devoting approximately 20% of his business time to the Company. Should the Company require more of his time in the future, Mr. Malhotra will adjust his commitment or obtain additional support.

Other than as set out below, no director or executive officer of the Company, is or was within 10 years before the date of this Form 20-F, a director, chief executive officer or chief financial officer of any company that:

(a) while that person was acting in that capacity, was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; or

(b) while that person was acting in that capacity, was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days.

No director or executive officer of the Company and no shareholder holding a sufficient number of securities of your company to affect materially the control of the Company is, as at the date of this Form 20-F or has been within the 10 years before the date of the Form 20-F:

(a) a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;

(b) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; or

(i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure of which would likely be important to a reasonable security holder in making an investment decision; or

(ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in making an investment decision.

A cease trade order was issued against the Company (then under different ownership and management) by the BCSC on December 6, 2011 and by the Alberta Securities Commission on March 5, 2012 as a result of the Company's failure to meet filing requirements. The Company since addressed all of the outstanding filing deficiencies and brought its continuous disclosure records on SEDAR up to date. In turn, both cease trade orders were revoked on May 16, 2018. Prior to September, 2019, the Company was owned and controlled by third parties not affiliated with the current ownership or management of the Company. See Item 4.A - "History and development of the Company."

On July 2, 2019, a cease trade order was issued against Rakesh Malhotra under the securities laws of British Columbia in connection with securities of Eyecarrot Innovations Corp., an issuer for which Mr. Malhotra is an insider. Eyecarrot Innovations Corp. addressed all of the outstanding filing deficiencies and the cease trade order was revoked on September 16, 2019.

The Company has established a rolling Stock Option Plan (the "Plan") under which the Company may grant stock purchase options to its directors, officers, employees and certain consultants. Under the Plan, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares of the Company. Exercise price, vesting and expiry provisions for individual grants shall be determined by the Board of Directors at the date of such grant, provided however, that the exercise price of each option shall not be less than the market price of the Company's shares at the date of grant and the maximum term of each option shall not be greater than 10 years.

The Compensation Committee, together with recommendations from management, awards bonuses based on both individual performance and corporate success at various times throughout the year. At this time, the Company does not have any specific milestone criteria for issuing bonuses.

The Company's principal executive officers (the "Named Executive Officers") are Sheldon Kales, President and Chief Executive Officer, Dr. Rahul Kushwah, Chief Operating Officer and Rakesh Malhotra, Chief Financial Officer.

The following table sets forth particulars of all compensation paid to the Named Executive Officers during the years ended January 31, 2021, 2020, and 2019.

(1) Mr. Kales is compensated through a two-year contract dated July 1, 2020 and amended as of September 1, 2020 with Greenacres Medical Corp., a Canadian corporation owned and controlled by Mr. Kales ("Greenacres"). Pursuant to this two year agreement, Mr. Kales is paid monthly compensation of $8,500 for CEO services. In addition, the Company pays Greenacres rent in the amount of $2,000 per month and $1,500 per month for Mr. Kales' vehicle.

(2) Dr. Kushwah is compensated through an Agreement dated July 1, 2020 and amended as of September 1, 2020, and May 1, 2021 between the Company and 2499597 Ontario Inc., a Canadian corporation owned and controlled by Dr. Kushwah. The Agreement has a term of two years and provides for monthly compensation of $8,500 effective May 1, 2021 for COO services. In addition, pursuant to the Agreement, the Company pays $1,500 per month for Dr. Kushwah's vehicle

"compensation securities" includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the Company or one of its subsidiaries (if any) for services provided or to be provided, directly or indirectly to the Company or any of its subsidiaries (if any);

(a) each individual who served as CEO of the Company, or who performed functions similar to a CEO, during any part of the most recently completed financial year,

(b) each individual who served as CFO of the Company, or who performed functions similar to a CFO, during any part of the most recently completed financial year,

(c) the most highly compensated executive officer of the Company or any of its subsidiaries (if any) other than individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, and

(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries (if any), nor acting in a similar capacity, at the end of that financial year;

"plan" includes any plan, contract, authorization or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; and

"underlying securities" means any securities issuable on conversion, exchange or exercise of compensation securities.

The Company's NEOs for each of the Company's two most recently completed financial years were: Sheldon Kales, President and CEO, Dr. Rahul Kushwah, COO and Rakesh Malhotra, CFO.

This section sets out the objectives of the Company's executive compensation arrangements, the Company's executive compensation philosophy and the application of this philosophy to the Company's executive compensation arrangements. It also provides an analysis of the compensation design, and the decisions that the Board made in the fiscal year 2020 with respect to the NEOs. The Company considers the following objectives when determining compensation arrangements for the NEOs: (i) retaining an executive critical to the success of the Company and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to the business in general.

A variety of factors are considered when designing and establishing, reviewing and making recommendations for executive compensation arrangements for all executive officers of the Company. The Board typically does not position executive pay to reflect a single percentile within the industry for each executive. Rather, in determining the compensation level for each executive, a variety of factors are considered, such as the relative complexity of the executive's role within the organization, the executive's performance and potential for future advancement, the compensation paid by the other companies in comparative industries, and pay equity considerations.

The compensation paid to the Company's NEOs generally consists of two primary components: a base salary; and long-term incentives in the form of stock options granted under the Company's stock option plan (the "Option Plan"). The key features of these two primary components of compensation are discussed below:

Base salary recognizes the value of an individual to the Company based on his or her role, skill, performance, contributions, leadership and potential. It is critical in attracting and retaining executive talent in the markets in which the Company competes for talent. Base salaries for the NEOs are reviewed annually. Any change in base salary of a NEO is generally determined by an assessment of such executive's performance, a consideration of competitive compensation levels in companies similar to the Company and a review of the performance of the Company as a whole and the role such executive officer played in such corporate performance.

The Company provides long-term incentives to its NEOs in the form stock options granted pursuant to the Option Plan as part of its overall executive compensation strategy. The Company believes that granting stock options serve the Company's executive compensation philosophy in several ways, including: by helping to attract, retain, and motivate talent; aligning the interests of the NEOs with those of Shareholders by linking a specific portion of the officer's total pay opportunity to the share price; and by providing long-term accountability for its NEOs.

The Company's executive compensation policies and practices are intended to align management incentives with the long-term interests of the Company and its Shareholders. In each case, the Company seeks an appropriate balance of risk and reward. Practices that are designed to avoid inappropriate or excessive risks include: (i) financial controls that provide limits and authorities in areas such as capital and operating expenditures to mitigate risk taking that could affect compensation, (ii) balancing base salary and variable compensation elements, and (iii) spreading compensation across short and long-term programs.

The following table sets forth particulars of all outstanding share-based and option-based awards granted to the Directors and the Named Executive Officers and which were outstanding at January 31, 2021, expressed in Canadian dollars:

The following table summarizes, for the Named Executive Officers of the Company, the value of incentive plan awards vested or earned during the year ended January 31, 2021, expressed in Canadian dollars:

In addition, stock options were granted to the Company's Advisory Committee members during the year ended January 31, 2021. The Advisory Committee consists of the following persons. The table below provides a brief description of their role on the Advisory Committee, their qualifications and the stock options that were granted to each member of the Advisory Committee in the fiscal year ended January 31, 2021. Also see Item 7(c) ("Stock Options") below.

During the financial year ended January 31, 2021, there were four individuals who served as a director of the Company for either all or a portion of the year. The following table sets forth particulars of all compensation paid to directors who were not named executive officers during the year ended January 31, 2021, expressed in Canadian dollars:

The Board has responsibility for stewardship of the Company. The Board is ultimately responsible for supervising the management of our business and affairs. The Board generally discharges its responsibilities either directly or through one or more committees. Specific responsibilities of the Board include:

• Strategic Planning - including the review and approval of the Company's business, financial and strategic plans;

• Monitoring of Financial Performance and Other Financial Reporting Matters - including review and approval of our audited and interim consolidated financial statements and management's discussion and analysis of financial conditions and results of operations;

• Risk Management - including the identification of principal business risks and the implementation of appropriate systems to effectively monitor and manage such risks;

• Policies and Procedures - including the approval and monitoring of all policies and procedures including those related to corporate governance, ethics and confidentiality; and

• Communication and Reporting - including timely and accurate disclosure of financial reports and other material corporate developments.

Each director is elected at the annual meeting of shareholders or appointed pursuant to the provisions of our Articles of Incorporation and applicable law to serve until the next annual meeting or until a successor is elected or appointed, subject to earlier resignation by the director. The start of each director's term of service is set forth in Item 6.A above. No directors have service contracts providing for benefits upon termination of employment.

The current members of the Audit Committee are Sheldon Kales, Tomas Sipos and Ajit Kumar. Mr. Sipos and Mr. Kumar are independent members of the Audit Committee. Mr. Kales, by virtue of his position as President and Chief Executive Officer of the Company, is not considered independent.

All of the members of the Company's Audit Committee are "financially literate." For this purpose, an individual is considered financially literate if he has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. All of the members of the Audit Committee have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting. In addition to each member's general business experience, the education and experience of each Audit Committee member relevant to the performance of his or her responsibilities as an Audit Committee member is as follows.

In the fiscal years ended January 31, 2019, January 31, 2021 and 2020 all of the recommendations of the Audit Committee with respect to the external auditor, Harbourside CPA LLP (previously named Buckley Dodds LLP), were adopted by the Board.

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. The engagement of non-audit services would be considered by the Board, and where applicable by the Audit Committee, on a case-by-case basis.

A copy of the Audit Committee's charter is included as an Exhibit to this Registration Statement.

The Board itself acts as a compensation committee. Mr. Sipos and Mr. Kumar are considered "independent." Mr. Kales and Dr. Kushwah are not considered "independent."

• Monitoring the total compensation paid by the Company to its senior executives and significant consultants; and

The Board itself acts as a governance committee. Mr. Sipos and Mr. Kumar are considered "independent." Mr. Kales and Dr. Kushwah are not considered "independent."

As of the date of this Form 20-F, the Company has three employees located in its Toronto office.

The number of Common Shares held by Directors and Senior Management as of January 31, 2021 is set forth below.

The following table sets forth the number of common stock purchase options held by our Directors and Senior Management as of January 31, 2021.

At January 31, 2021, the Company had 101,717,973 common shares outstanding, 9,095,000 outstanding stock options and 1,548,000 outstanding warrants.

The Company has established a stock option plan whereby officers, directors, employees and service providers may be granted options to purchase common shares at a fixed price. Vesting and expiry provisions are determined at the date of grant. The plan provides for the issuance of stock options to acquire up to 10% of the Company's issued and outstanding capital. The plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company's issued and outstanding share capital increases.

a) In October 2018, the Company granted options to a consultant to acquire a total of 250,000 common shares. These options were issued at an exercise price of $0.10 per share and vested 75,000 immediately, 37,500 at the date of engineering milestone (vested during the quarter ended July 31, 2019) and balance 137,500 on completion of additional milestones, including 75,000 on model development (vested during the quarter ended October 31, 2019) and 62,500 on project handover with an expiry term of two years. These options expired unexercised in October 2020. The fair value of each option used for the purpose of estimating the stock-based compensation was estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $3,311 (2020 - $5,961), resulting in unvested stock-based compensation expense of $nil as of January 31, 2021.

b) In November 2018, the Company granted options to a consultant to acquire a total of 100,000 common shares. These options were issued at an exercise price of $0.10 per share and vested 25,000 immediately, and 25,000 each on April 1, 2019, September 1, 2019 and March 1, 2020 with an expiry term of three years. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $260 (2020 - $4,426), resulting in unvested stock-based compensation expense of $nil as of January 31, 2021.

c) On April 6, 2020, the Company granted options to its directors, officers and consultants to purchase up to 9,850,000 common shares. These options were issued at an exercise price of $0.15 per share and have varying vesting periods, with the majority being in equal installments over a quarterly basis throughout the term. These options have a term of one (1) year expiring on April 6, 2021. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $742,833 relating to the vesting of options, resulting in unvested stock-based compensation expense of $nil as of January 31, 2021.

d) On July 17, 2020, the Company granted options to a consultant to purchase up to 80,000 common shares. These options were issued at an exercise price of $1.02 per share and vest one year after date of grant. These options have a term of five (5) years expiring on July 17, 2025. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $40,603 relating to the vesting of options, resulting in unvested stock- based compensation expense of $34,246 as of January 31, 2021.

e) On September 10, 2020, the Company granted options to a consultant to purchase up to 70,000 common shares. These options were issued at an exercise price of $0.54 per share and vest on completion of milestones, including 40,000 upon approval of a McGill University study and 30,000 upon completion of the study. The Company did not record any stock-based compensation on these options, as they have not yet vested as at January 31, 2021.

f) On September 17, 2020, the Company granted options to a consultant to purchase up to 200,000 common shares. These options were issued at an exercise price of $0.54 per share and vest on date of grant. These options expire on March 30, 2022. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $81,979, relating to the vesting of options, resulting in unvested stock- based compensation expense of $nil as of January 31, 2021.

g) On September 21, 2020, the Company granted options to a consultant to purchase up to 250,000 common shares. These options were issued at an exercise price of $0.59 per share and vest in equal installments over a quarterly basis throughout the term. These options have a term of one (1) year expiring on September 21, 2021. The fair value of each option used for the purpose of estimating the stock-based compensation is estimated using the Black-Scholes option pricing model with the following assumptions:

During the year ended January 31, 2021, the Company expensed $77,375 relating to the vesting of options, resulting in unvested stock- based compensation expense of $18,958 as of January 31, 2021.

As of January 31, 2021, there was $53,204 (January 31, 2020: $3,571) of unvested stock-based compensation expense.

As at January 31, 2021, the Company had the following share purchase options outstanding and exercisable:

The following table states the number of Common Shares beneficially owned by each person known to us who beneficially owns more than 5% of our issued and outstanding Common Shares as of January 31, 2021. The persons listed below are deemed to be the beneficial owners of Common Shares underlying options and/or warrants that are exercisable within 60 days from the above date. The percentages shown below are based on an aggregate total of 101,717,973 outstanding Common Shares as of January 31, 2021, plus the number of Common Shares underlying options or warrants that are exercisable within 60 days for the indicated beneficial owner.

Our major shareholders do not have different voting rights from other holders of our Common Shares.

As of June 8, 2021, there are 102 registered shareholders of the Company, 57 of which, holding a total of 135,480 shares, have registered address in the United States. Consequently, approximately 0.1245% of our issued and outstanding common shares is held by United States persons. The foregoing registered share numbers are not representative of the number of beneficial holders of our shares, nor is it representative of where such beneficial holders reside primarily because many of these ordinary shares are held of record by brokers or other nominees.

Related parties include key management personnel, the Board of Directors, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Key management of the Company are members of the Board of Directors, the Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Chief Operating Officer ("COO").

Transactions with key management personnel not disclosed elsewhere in this Registration Statement include the following:

On April 6, 2020, the Company granted options to its directors, officers and consultants to purchase up to 9,850,000 common shares. The Company expensed $286,575 on the vesting of options to directors and officers during the year ended January 31, 2021 (January 31, 2020: $nil).

During the year ended January 31, 2021, the Company paid $61,329 (2020: $nil) being marketing expenses to companies controlled by the children of the CEO.

As of January 31, 2021, there was $nil due to or from related parties (January 31, 2020 - $nil).

Effective July 1, 2020, the Company signed a two-year contract with a corporation owned and controlled by the CEO to pay monthly compensation of $8,500 for CEO services. In addition, the Company is obligated to pay monthly rent for $2,000 and an additional $1,500 for the use of a personal vehicle.

Effective July 1, 2020, the Company signed a two-year contract with a corporation owned and controlled by the COO to pay monthly compensation of $7,000 for COO services. In addition, the Company is obligated to pay an additional $1,500 for the use of a personal vehicle.

Financial statements are included in Item 18. "Financial Statements" commencing on page F-1.

No legal or arbitration proceeding that can have significant impact on our financial position or profitability is pending or is reasonably expected to be pending.

We have not declared or paid any dividends since incorporation and we have no present intention to declare or pay any dividends in the foreseeable future. Any decision to declare or pay dividends on the Common Shares will be made by the board of directors based upon our earnings, financial requirements and other conditions existing at such future time.

No significant change has occurred since the date of the annual financial statements or the date of the interim financial statements included in this Registration Statement on Form 20-F.

No offering is made by this registration Statement, No new listing on an exchange is contemplated as of the date hereof. The Company is a reporting issuer in the Province of Ontario and our Common Shares are listed for trading on the Canadian Securities Exchange in Canada, under the symbol "PMED:CSE". The common shares are also quoted on the OTCQB® under the symbol "PMEDF." Our Common Shares are in registered form and the transfer of our common shares is managed by our transfer agent, National Securities Administrators Ltd.

For additional details regarding our Common Shares, see Item 10.A, "Share Capital".

At January 31, 2021, the Company had 9,095,000 outstanding stock options and 1,548,000 outstanding warrants.

The holders of common shares are entitled to receive dividends which are declared from time to time and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company's residual assets.

• The Company cancelled 4,000,000 common shares pursuant to the sale of its interest in Cultivar JA.

• 1,355,000 shares were issued upon exercise of 1,355,000 options at a price of $0.15 per share and 100,000 shares were issued upon exercise of 100,000 options at a price of $0.10 per share for total gross proceeds of $213,250. An amount of $108,435 was reclassed from share-based payment reserve to share capital.

• 100,000 shares were issued upon exercise of 100,000 warrants at a price of $0.50 per share for gross proceeds of $50,000. An amount of $7,481 was reclassed from warrant reserve to share capital.

• 50,000 shares were issued pursuant to the acquisition of MobileWellbeing ("MWB"), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform.

• 58,824 shares were issued at a price of $0.34 for a total consideration of $20,000. $8,333 was expensed to consulting services during the year ended January 31, 2021, while the remaining $11,667 is included in prepaid expenses as at January 31, 2021.

• The Company issued 800,000 common shares at $0.10 per share for services. This includes 550,000 common shares issued to a director valued at $55,000.

• On January 10, 2020, the Company issued 100,000 shares for financial media marketing and investor services for a total consideration of $25,000, to be provided over the period commencing October 28, 2019 and ending on November 1, 2020.

The Company has established a rolling Stock Option Plan (the "Plan"). Under the Plan, together with any other share compensation arrangement, the number of shares reserved for issuance may not exceed 10% of the total number of issued and outstanding shares and, to any one optionee, may not exceed 5% of the issued shares on a yearly basis. The maximum term of each option shall not be greater than 10 years. The exercise price of each option shall not be less than the market price of the Company's shares at the date of grant. Options granted to Consultants performing investor relations activities shall vest over a minimum of 12 months with no more than 1/4 of such options vesting in any 3‐month period. All other options vest at the discretion of the Board of Directors.

The Company was incorporated in the Province of British Columbia on September 3, 1987 under the BCBCA under the name "Riviera Explorations Ltd." In 1993, the Company changed its name from Riviera Explorations Ltd. to "Kentucky Oil &Gas Inc." In 1994 the Company changed its name from Kentucky Oil &Gas Inc. to "Integrated Card Technologies Inc." In 1997, the Company changed its name from Integrated Card Technologies Inc. to "Arizona Ventures Ltd." As of August 31, 1998, the Company changed its name from Rizona Ventures Ltd. to "Admiral Bay Resources Inc." ("Admiral"). Effective as of September 23, 2019, Admiral was part of a three-way amalgamation that resulted in its name being changed to Cultivar Holdings Ltd. On April 9, 2020, the Company changed its name to "Predictmedix Inc."

The Company's Memorandum and Articles of Association ("Articles") do not contain a description of the Company's objects and purposes.

The directors of the Company manage and supervise the management of the affairs and business of the Company and have authority to exercise all such powers of the Company as are not, by the BCBCA or by the Articles, required to be exercised by the Company's shareholders.

Each director holds office until the Company's next annual general meeting or until he or she is removed, dies or his office is earlier vacated in accordance with the Company's Articles or with the provisions of the BCBCA. A director appointed or elected to fill a vacancy on the Company's board holds office until the Company's next annual general meeting.

Under the Company's Articles, a director is not required to shares of the Company as qualification to hold office, but must be qualified as required by the BCBCA to become, act or continue to act as a director.

The directors are entitled to the remuneration, if any, for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the directors will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to a director in such director's capacity as an officer or employee of the Company. Directors are also entitled to reimbursement for reasonable expenses incurred in their capacity as a director.

A director may not vote on a proposal, arrangement or contract in which the director is materially interested, unless all the directors have a material interest in same, in which case any or all of those directors may vote on such matter.

The Company's Articles provide that the Company, if authorized by its directors, may:

• borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

• issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

• guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

• mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

The Company has 300,000,000 shares of common stock authorized. The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board of Directors. The Company's shares are not subject to any pre-emptive rights, conversion or exchange rights, redemption, retraction, purchase for cancellation or surrender provisions, sinking or purchase fund provisions, provisions permitting or restricting the issuance of additional securities or provisions requiring a shareholder to contribute additional capital. Holders of Common Shares are entitled to receive notice of meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings.

General meetings of shareholders may be held at a location outside of British Columbia to be determined and approved by a directors' resolution.

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

The Company's directors may, at any time, call a meeting of shareholders. Under the BCBCA, the holders of not less than 1/20^th (5%) of the Company's issued shares that carry the right to vote at a meeting may require the Company's directors to call a meeting of shareholders for the purposes of transacting any business that may be transacted at a general meeting.

Shareholders entitled to vote at meetings are entitled to attend any meeting of shareholders. In addition, the directors, the president, if any, the secretary, if any, the assistant secretary (if any), the auditor of the Company, the lawyers for the Company and any other persons invited by the directors. any lawyer or auditor for the Company are entitled to attend any meeting of shareholders, provided however, that any such attendee is not to be counted in the quorum, and is not entitled to vote at the meeting, unless that person is a shareholder or proxy holder entitled to vote at the meeting.

The number of shareholders that must be present in person or by proxy at a meeting to constitute a quorum is 2. If there is only one shareholder entitled to vote at a meeting of shareholders, then the quorum is one person.

All or any of the rights attached to our common shares, or any other class of shares duly authorized may, subject to the provisions of our articles or the BCBCA, be altered by a special resolution passed at a meeting of the holders of the shares of that class. A "special resolution" is a resolution passed by not less than two-thirds of the votes cast by the shareholders entitled to vote on the resolution at a meeting of shareholders at which a quorum is present.

The following table lists material contracts entered into by the Company for the two years preceding the filing of this registration statement.

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of the Company's common shares. Any remittances of dividends to United States residents are, however, subject to a 25% withholding tax pursuant to the Income Tax Act (Canada). Provided a United States resident is entitled to the benefit of the reciprocal tax treaty between Canada and the United States, such rate is generally reduced to 15% (5% if the shareholder is a corporation owning at least 10% of the outstanding common shares of the Company).

Except as provided in the Investment Canada Act (the "Act"), there are no limitations under the laws of Canada, the Province of British Columbia or in the charter or any other constituent documents of the Company on the right of foreigners to hold or vote the common shares of the Company.

The following discussion summarizes the principal features of the Investment Canada Act for a non-resident who proposes to acquire the common shares.

The Investment Canada Act generally prohibits implementation of an acquisition of control of a Canadian business that exceeds the applicable financial threshold for review by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in the Investment Canada Act (a "non- Canadian"), unless after review, the Director of Investments appointed by the minister responsible for the Investment Canada Act is satisfied that the investment is likely to be of net benefit to Canada. The financial thresholds for review vary according to the nationality of the investor, whether the investor is a state-owned enterprise and whether the Canadian business carries on any of the prescribed list of cultural activities set out in the Investment Canada Act. A non-Canadian would acquire control of the Company for the purposes of the Investment Canada Act if the non-Canadian acquired a majority of the common shares. An acquisition resulting in the purchaser holding one third or more, but less than a majority, of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquirer through the ownership of the common shares. Certain transactions relating to the common shares would be exempt from the Investment Canada Act, including: (a) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities; (b) an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and (c) an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of the common shares, remained unchanged.

This section describes the material U.S. federal income tax consequences to a U.S. holder (as defined below) of owning ordinary shares. It applies only to ordinary shares that are held as capital assets for tax purposes. This section does not apply to a holder of ordinary shares that is a member of a class of holders subject to special rules, including a financial institution, a dealer or trader in securities, a regulated investment company, a real estate investment trust, a grantor trust, a U.S. expatriate, a tax-exempt organization, an insurance company, a person liable for alternative minimum tax, a person who actually or constructively owns 10% or more of the stock of the Company, a person that holds ordinary shares as part of a straddle or a hedging or conversion transaction, a person that purchases or sells ordinary shares as part of a wash sale for tax purposes, or a person whose functional currency is not the U.S. dollar. Further, this description does not address state, local, non-U.S, or other tax laws, nor does it address the 3.8% U.S. federal Medicare tax on net investment income, the alternative minimum tax or the U.S. federal gift and estate tax consequences of owning and disposing of ordinary shares.

For purposes of this description, a "U.S. holder" is a beneficial owner of ordinary shares who holds such ordinary shares as capital assets within the meaning of the Code and is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States or any state thereof, including the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust that either (a) is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all substantial decisions or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a partnership holds the ordinary shares, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the ordinary shares should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the ordinary shares.

Subject to the Passive Foreign Investment Company ("PFIC") rules discussed below, U.S. holders generally will include as dividend income the U.S. dollar value of the gross amount of any distributions of cash or property (without deduction for any withholding tax), other than certain pro rata distributions of ordinary shares, with respect to ordinary shares to the extent the distributions are made from our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A U.S. holder will include the dividend income on the day actually or constructively received by the holder. We do not intend to maintain calculations of earnings and profits, as determined for U.S. federal income tax purposes. Consequently, any distributions generally will be treated as dividend income.

Dividends paid to a non-corporate U.S. holder on shares will generally be taxable at the preferential rates applicable to long-term capital gains provided (a) that certain holding period requirements are satisfied, (b) (i) the U.S.-Canada income tax treaty ("the Treaty") is a qualified treaty and we are eligible for benefits under the Treaty or (ii) our ordinary shares are readily tradable on a U.S. securities market, and (c) provided that we were not, in the taxable year prior to the year in which the dividend was paid, and are not, in the taxable year in which the dividend is paid, a PFIC. The Treaty has been approved for the purposes of the qualified dividend rules. If the Company is a PFIC, any dividends paid to a noncorporate U.S. holder will not qualify for the preferential tax rates ordinarily applicable to "qualified dividends." In the case of a corporate U.S. holder, dividends on shares are taxed as ordinary income and will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

The amount of any cash distribution paid in any foreign currency will be equal to the U.S. dollar value of such currency, calculated by reference to the spot rate in effect on the date such distribution is received by the U.S. holder, regardless of whether and when the foreign currency is in fact converted into U.S. dollars. If the foreign currency is converted into U.S. dollars on the date received, the U.S. holder generally should not recognize foreign currency gain or loss on such conversion. If the foreign currency is not converted into U.S. dollars on the date received, the U.S. holder will have a basis in the foreign currency equal to its U.S. dollar value on the date received, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal of such currency. Such foreign currency gain or loss generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes.

Dividends will be income from sources outside the United States, and generally will be "passive category" income or, for certain taxpayers, "general category" income, which are treated separately from each other for the purpose of computing the foreign tax credit allowable to a U.S. holder. The availability of the foreign tax credit and the application of the limitations on its availability are fact specific and are subject to complex rules. In general, a taxpayer's ability to use foreign tax credits may be limited and is dependent on the particular circumstances. U.S. holders should consult their own tax advisors with respect to these matters.

Subject to the PFIC rules discussed below, a U.S. holder who sells or otherwise disposes of ordinary shares will recognize a capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the holder's tax basis, determined in U.S. dollars, in those ordinary shares. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period greater than 12 months in the shares sold. There are limitations on the deductibility of capital losses.

The U.S. dollar value of any foreign currency received upon a sale or other disposition of ordinary shares will be calculated by reference to the spot rate in effect on the date of sale or other disposal (or, in the case of a cash basis or electing accrual basis taxpayer, at the spot rate of exchange on the settlement date). A U.S. holder will have a tax basis in the foreign currency received equal to that U.S. dollar amount, and generally will recognize foreign currency gain or loss on a subsequent conversion or other disposal of the foreign currency. This foreign currency gain or loss generally will be treated as U.S. source ordinary income or loss for foreign tax credit limitation purposes. If such foreign currency is converted into U.S. dollars on the date received by the U.S. holder, a cash basis or electing accrual basis U.S. holder should not recognize any gain or loss on such conversion.

A non-U.S. corporation will be a PFIC for U.S. federal income tax purposes for any taxable year if either:

Passive income does not include rents and royalties derived from the active conduct of a trade or business. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation's assets. If we own at least 25% (by value) of the stock of another corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income for purposes of the PFIC income and asset tests. If the stock of a non-U.S. corporation is publicly traded for the taxable year, the asset test is applied using the fair market value of the assets for purposes of measuring such corporation's assets. If we were a PFIC in any year during a U.S. holder's holding period for our ordinary shares, we would ordinarily continue to be treated as a PFIC for each subsequent year during which the U.S. holder owned the ordinary shares. Based on the composition of our assets and income, we believe that we should not be treated as a PFIC for U.S. federal income tax purposes with respect to our 2019 taxable year and we do not intend or anticipate becoming a PFIC for any future taxable year. However, the determination of PFIC status is a factual determination that must be made annually at the close of each taxable year and therefore, there can be no certainty as to our status in this regard until the close of the current or any future taxable year. Changes in the nature of our income or assets or a decrease in the trading price of our ordinary shares may cause us to be considered a PFIC in the current or any subsequent year. Therefore, there can be no assurance that we or any of our subsidiaries will not be classified as a PFIC until the close of the current taxable year or for any future taxable year.

Dividend payments with respect to our ordinary shares and proceeds from the sale or other disposition of our ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding. Back-up withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from back-up withholding. U.S. holders who are required to establish their exempt status may be required to provide such certification on Internal Revenue Service ("IRS") Form W-9. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and back-up withholding rules.

Back-up withholding is not an additional tax. Amounts withheld as back-up withholding may be credited against a U.S. holder's U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the back-up withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

Certain U.S. holders that own "specified foreign financial assets" with an aggregate value in excess of $50,000 are generally required to file an information statement along with their U.S. federal tax returns, currently on IRS Form 8938, with respect to such assets. "Specified foreign financial assets" include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by financial institutions. If a U.S. holder does not include in such holder's gross income an amount relating to one or more specified foreign financial assets, and the amount such U.S. holder omits is more than $5,000, any tax such U.S. holder owes for the tax year can be assessed at any time within 6 years after the filing of such U.S. holder's federal tax return. U.S. holders who fail to report the required information could be subject to substantial penalties. U.S. holders are encouraged to consult with their own tax advisors regarding the possible application of the foregoing or other United States informational reporting requirements to our ordinary shares in light of their particular circumstances.

The following summarizes the principal Canadian federal income tax considerations generally applicable to the holding and disposition of common shares of the Company by a holder (a) who, for the purposes of the Income Tax Act (Canada) the ("Tax Act") and at all relevant times, is not resident in Canada or deemed to be resident in Canada, deals at arm's length and is not affiliated with the Company, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) who, for the purposes of the Canada-United States Income Tax Convention (the "Treaty") and at all relevant times, is a resident of the United States, has never been a resident of Canada, has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada, and who qualifies for the full benefits of the Treaty. The Canada Revenue Agency has introduced special forms to be used in order to substantiate eligibility for Treaty benefits, and affected holders should consult with their own advisers with respect to these forms and all relevant compliance matters.

Holders who meet all such criteria in clauses (a) and (b) above are referred to herein as a "U.S. Holder" or "U.S. Holders", and this summary only addresses such U.S. Holders. The summary does not deal with special situations, such as particular circumstances of traders or dealers, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), entities considered fiscally transparent under applicable law, or otherwise.

This summary is based on the current provisions of the Tax Act and the regulations thereunder, all proposed amendments to the Tax Act and regulations publicly announced by the Minister of Finance (Canada) to the date hereof, the current provisions of the Treaty and our understanding of the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments to the Tax Act and regulations will be enacted as proposed and that there will be no other relevant change in any governing law, the Treaty or administrative policy, although no assurance can be given in these respects. This summary does not take into account provincial, U.S. or other foreign income tax considerations, which may differ significantly from those discussed herein.

This summary is not exhaustive of all possible Canadian income tax consequences. It is not intended as legal or tax advice to any particular U.S. Holder and should not be so construed. The tax consequences to a U.S. Holder will depend on that U.S. Holder's particular circumstances. Accordingly, all U.S. Holders or prospective U.S. Holders should consult their own tax advisers with respect to the tax consequences applicable to them having regard to their own particular circumstances. The discussion below is qualified accordingly.

Dividends paid or deemed to be paid or credited by the Company to a U.S. Holder are subject to Canadian withholding tax under Part XIII of the Tax Act. The default rate of withholding tax is 25% of the gross dividend paid to a non-resident of Canada.

Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross dividend. In the case of a U.S. Holder that is a corporation owning at least 10% of the Company's voting shares, the applicable withholding rate is 5% of the gross dividend, provided the U.S. Holder can establish entitlement to the benefits of the Treaty.

The Company is required to withhold Part XIII tax from each dividend, and remit the withheld amount directly to the Receiver General of Canada for the account of the shareholder. U.S. Holders entitled to reduced withholding under the Treaty must provide the Company with certain information to ensure the correct amount of tax is withheld. The Company will provide U.S. Holders with a summary of withholdings annually. U.S. Holders are not required to file a separate income tax return to report dividends received from the Company in a given year.

A U.S. Holder is generally not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share in the open market, unless the share is "taxable Canadian property" to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty.

Provided that the Company's common shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the Canadian Securities Exchange on which the Company's shares trade) at the time of disposition, a common share will generally not constitute taxable Canadian property to a U.S. Holder unless, at any time during the 60 month period ending at the time of disposition, (i) the U.S. Holder, persons with whom the U.S. Holder did not deal at arm's length for purposes of the Tax Act, partnerships in which the U.S. Holder or such persons holds a membership interest directly or indirectly, (or the U.S. Holder together with any such foregoing persons) or partnerships, owned 25% or more of the issued shares of any class or series of the Company AND (ii) more than 50% of the fair market value of the share was derived directly or indirectly from certain types of assets, including real or immoveable property situated in Canada, Canadian resource properties or timber resource properties, and options, interests or rights in respect of any of the foregoing.

Even a common share is taxable Canadian Property to a U.S. Holder, a capital gain resulting of the disposition of that share will not be included in computing the U.S. Holder's taxable income for the purposes of the Tax Act, provided that the share constitutes "treaty-protected property" of such U.S. Holder. Common shares owned by a U.S. Holder will generally be treaty-protected property if the gain from the disposition of such share would, because of the Treaty, be exempt from tax under the Tax Act.

U.S. Holders holding Common shares as taxable Canadian property should consult with the U.S. Holder's own tax advisers in advance of any disposition or deemed disposition thereof under the Tax Act in order to determine whether any relief from tax under the Tax Act may be available by virtue of the Treaty, and any related compliance procedures.

If a U.S. Holder realizes a capital gain or capital loss from the disposition of a common shares that constitutes taxable Canadian property and is not treaty-protected property for the purposes of the Tax Act, the capital gain or capital loss is the amount, if any, by which the U.S. Holder's proceeds of disposition exceed (or are exceeded by, respectively) the aggregate of the U.S. Holder's adjusted cost base of the share and reasonable expenses of disposition as determined under the Tax Act. The capital gain or loss must be computed in Canadian currency using a weighted average cost base for identical properties. Generally, one-half of a capital gain ("taxable capital gain") is included in income form Canadian tax purposes in the year of disposition and one-half of a capital loss ("allowable capital loss") must be deducted from taxable capital gains realized by the U.S. Holder in that year. Allowable capital losses in excess of taxable capital gains for that year may generally be carried back up to three years, or forward indefinitely, and deducted against net taxable capital gains in those years, in the manner permitted under the Tax Act. Reporting and filing requirements will also arise. Such U.S. Holders should consult their own tax advisors.

The audited financial statements of the Company as of and for the years ended January 31, 2021 and2020, appearing in this registration statement, have been audited by independent registered public accounting firm, Harbourside CPA LLP (formerly named Buckley Dodds LLP), as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of the firm as experts in accounting and auditing.

The Company files information with the SEC via EDGAR. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Documents concerning the Company which are referred to in this Form 20-F may be inspected at the offices located at 77 King Street W., Suite 3000, Toronto, ON M5K 1G8 Canada. In addition, the Company also files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).

Cultivar Holdings Ltd. Cultivar Holdings Ltd is an Ontario company that is wholly owned by Predictmedix. This company currently has no operations.

Cann IP Holding is an Ontario company that is wholly owned by Predictmedix. This Company currently has no operations.

The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk, and market risk (including interest rate risk, foreign currency risk, and commodity price risk).

The Company thoroughly examines the various financial risks to which it is exposed and assesses the impact and likelihood of those risks. Where material, these risks are reviewed and monitored by the Board of Directors.

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk.

Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company's liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flows primarily from its financing activities.

The Company manages its liquidity needs by carefully monitoring scheduled costs. Liquidity is measured in various time bands, on day to day and week-to-week basis, as well as on long term liquidity needs over 180-day to 360-day look out periods. Funding for long term liquidity needs is based on the ability of the Company to successfully complete private placements.

As at January 31, 2021, the Company had sufficient cash of $480,051 to settle current liabilities of $135,354.

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, commodity and equity prices, and foreign exchange rates.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to significant interest rate risk.

The Company is not exposed to significant price risk as it does not possess investments in publicly traded securities.

Currency risk is the risk that the fair value of future cash flows of a financial instrument denominated in a foreign currency will fluctuate because of changes in foreign exchange rates. Effective sale of the Company's interest in Cultivar JA in March 2020, the Company has no exposure to any currency except Canadian dollars.

Except for as set forth below, we do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund:

Item 14. Material Modifications to the Rights of Securities Holders and use of Proceeds

See "Item 10. Additional Information- Articles of Organization -Description of Common Shares" for a description of the rights of securities holders.

Item 16. E Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the twelve-month period ended January 31, 2021, our CFO, Rakesh Malhotra, exercised 150,000 options to purchase 150,000 common shares and our CEO, Sheldon Kales, purchased 35,000 shares of our common stock in the open market.

There has been no change in Registrant's certifying accountant during the fiscal year ended January 31, 2021.

Our consolidated financial statements are included at the end of this registration on Form 20-F, beginning with page F-1.

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

We have audited the accompanying consolidated statements of financial position of Predictmedix, Inc. (the "Company") as of January 31, 2021 and 2020, and the related consolidated statements of loss and comprehensive loss, shareholders' equity, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020 and the results of their operations and their cash flows for the years then ended, in conformity International Financial Reporting Standards (IFRS) as issued by the IASB.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters are matters arising from the current year audit of the financial statement that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the entity has suffered recurring losses from operations, has a working capital deficit, and expects continuing future losses and has stated that substantial doubt exists about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/Sheldon Kales/
______________________________________
Signed: Sheldon Kales, CEO and Director

/Rahul Kushwah/
______________________________________
Signed: Rahul Kushwah, COO and Director

The accompanying notes are an integral part of these consolidated financial statements

Predictmedix Inc. (formerly Cultivar Holdings Inc.)
Consolidated Statements of Loss and Comprehensive Loss
(in Canadian dollars)


					Year
		Year			ended
		ended			January 31,
		January 31,			2020
		2021			(Note 5)
Expenses:
Administration and general	$	13,658		$	12,210
Amortization (Notes 7)		3,509			1,671
Audit and accounting		38,560			56,647
Consulting fees		178,004			135,631
Legal fees		138,879			122,543
Management fees (Note 12)		217,050			263,066
Marketing expenses		221,670			-
Patent and trademark expenses		13,622			5,930
Rent expense (Note 12)		21,500			18,000
Research and development		26,300			73,733
Share based compensation (Note10)		946,361			10,387
Transfer agent and filing fees		57,908			25,122
Travel, entertainment and related		31,308			51,889
Vehicle use expenses (Note 12)		22,500			6,000
		(1,930,829	)		(782,829	)
Income (loss) from discontinued operations (Note 5)		346,296			(37,992	)
Loss from acquisition of subsidiary (Note 4)		-			(1,490,071	)
Loss and comprehensive loss	$	(1,584,533	)	$	(2,310,892	)

Loss and comprehensive loss attributable to:
Shareholders	$	(1,581,691	)	$	(2,291,517	)
Non-controlling interest	$	(2,842	)	$	(19,375	)
Loss per share-Basic and Diluted	$	(0.016	)	$	(0.024	)
Weighted average number of shares outstanding-Basic and Diluted		101,195,130			97,820,135

The accompanying notes are an integral part of these consolidated financial statements

Predictmedix Inc. (formerly Cultivar Holdings Inc.)
Consolidated Statement of Changes in Shareholders' Equity
(in Canadian dollars)

The accompanying notes are an integral part of these consolidated financial statements

		For the year ended			For the year ended
		January 31, 2021			January 31, 2020

OPERATING ACTIVITIES
Net loss	$	(1,584,533	)	$	(2,310,892	)
Non-cash items included in net loss and other adjustments:
Amortization		3,509			1,671
Loss (income) from discontinues operations		(346,296	)		37,992
Loss from acquisition of subsidiary		-			1,490,071
Share-based compensation		946,361			10,387
Shares issued for consulting services		8,333			105,000
Changes in non-cash working capital:
Sales tax receivable		(101,819	)		(9,008	)
Prepaid expenses		(44,965	)		(98,810	)
Loans and advances		-			(38,999	)
Accounts payable and accrued liabilities		68,837			277
Net assets from discontinued operations		(29,064	)		(19,810	)
CASH USED IN OPERATING ACTIVITIES		(1,079,637	)		(832,121	)

INVESTING ACTIVITIES
Purchase of property and equipment		-			(13,368	)
Cash acquired on acquisition of subsidiary		-			3,448
Purchase of intangible assets		(195,010	)		-
CASH USED IN INVESTING ACTIVITIES		(195,010	)		(9,920	)

FINANCING ACTIVITIES
Proceeds from issuance of shares		-			824,000
Lease payments made for discontinued operations		(2,129	)		(13,360	)
Share issue expenses		-			(33,971	)
Proceeds from exercise of warrants		50,000
Proceeds from exercise of options		213,250			-
CASH PROVIDED BY FINANCING ACTIVITIES		261,121			776,669

NET CHANGE IN CASH DURING THE PERIOD		(1,013,526	)		(65,372	)
CASH, BEGINNING OF PERIOD		1,493,577			1,558,949
CASH, END OF PERIOD	$	480,051		$	1,493,577

Cash paid for interest and income taxes	$	-		$	-

Supplemental cash flow information

Non-cash transactions during the year affecting cash flows from financing and investing activities:

Shares issued for acquisition of intangible assets	$	53,000		$	-

Shares issued for prepayment and expense for consulting fees	$	20,000		$	105,000

The accompanying notes are an integral part of these consolidated financial statements

Admiral Bay Resources Inc. ("Admiral") was incorporated in British Columbia on September 3, 1987.

Effective September 23, 2019, Admiral was part of a three-cornered amalgamation among Admiral, 2693980 Ontario Inc. (a wholly owned subsidiary of Admiral) and Cultivar Holdings Ltd. (the "Transaction"). Admiral completed the acquisition of all the issued and outstanding shares of Cultivar Holdings Ltd. by way of a three-cornered amalgamation, pursuant to which 2693980 Ontario Inc., amalgamated with Cultivar Holdings Ltd. Pursuant to the Transaction, each registered shareholder of Cultivar Holdings Ltd. received one (1) common share in the capital of the Admiral for each common share held, resulting in the issuance of an aggregate of 97,439,900 common shares to Cultivar Holdings Ltd. Shareholders. As part of the Transaction, warrants of Cultivar Holdings Ltd. were replaced with common share purchase warrants of Admiral.

At completion of the Transaction, Admiral changed its name to Cultivar Holdings Inc. (the "Company").

On April 9, 2020, the Company announced that it has completed its name change from "Cultivar Holdings Inc." to "Predictmedix Inc." (the "Name Change"). The CUSIP number assigned to the Company's common shares following the name change is CUSIP 74040L100 (ISIN CA74040L1004). In connection with the Name Change, the Company's trading symbol, as listed on the CSE and the OTCQB have also been changed from "CULT" to "PMED", and from "CVRHF" to "PMEDF", respectively.

On February 15, 2018, the Company had acquired a 49% interest in a newly incorporated Cultivar JA Limited, ("CJA") a corporation incorporated under the laws of Jamaica. The remaining 51% interest was owned by local Jamaican business partners. On March 27, 2020, the Company sold and discontinued its interests in CJA (Note 5).

On July 16, 2018, the Company had acquired a 100% interest in a newly incorporated CannIP Holdings Inc. (formerly 2639745 Ontario Inc.) ("Cann") a corporation incorporated under the laws of the province of Ontario. Cann is engaged in the development of cosmetic and edible product lines, as well as investment in technology to detect an individual influence of cannabis. The Company did a one for one share exchange with Cann and issued 29,800,000 common shares to the shareholders of Cann.

The Company, through its subsidiaries, is in the business of investment in technology to detect if an individual is under the influence of cannabis and to predict substance addiction. The Company's corporate head office is located at 77 King Street W, Suite 3000, Toronto, Ontario, Canada, M5K 1G8.

These consolidated financial statements have been prepared on the historical cost basis except for financial instruments recorded at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The functional currency of the Company and its subsidiaries is the Canadian dollar, which is also the Company's reporting currency.

The consolidated financial statements have been prepared in accordance with International Accounting Standards ("IAS") 1, "Presentation of Consolidated Financial Statements" using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

These consolidated financial statements include the accounts of the Company and its subsidiaries; Cultivar Holdings Ltd. and Cann from the date of acquisition. The Company has a 100% interest in Cann and in Cultivar Holdings Ltd. The Company had a 49% interest in CJA which was sold on March 27, 2020 (see note 5). All inter-company transactions and balances have been eliminated on consolidation.

2. Basis of Presentation and Going Concern (Cont'd) Significant Accounting Judgments and Estimates

The preparation of these consolidated financial statements in compliance with IFRS requires management to make certain critical accounting estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, shareholders' equity, and the disclosure of contingent assets and liabilities, as at the date of the financial statements, and expenses for the years reported.

The preparation of these consolidated financial statements requires management to make judgements regarding the going concern of the Company (discussed above), as well as the determination of functional currency. The functional currency is the currency of the primary economic environment in which an entity operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries has been determined to be the Canadian dollar.

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates and such differences could be significant.

Significant estimates made by management affecting the consolidated financial statements include: Share-based payments

Estimating fair value for granted stock options requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option, volatility, dividend yield, and rate of forfeitures and making assumptions about them.

The estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.

Property and equipment is depreciated over its estimated useful life. Estimated useful lives are determined based on current facts and past experience and takes into consideration the anticipated physical life of the asset, the potential for technological obsolescence, and regulations.

The Company estimates the lease term by considering the facts and circumstances that can create an economic incentive to exercise an extension option, or not exercise a termination option by assessing relevant factors such as store profitability. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment of the lease term is reviewed if a significant event or a significant change in circumstance occurs, which affects this assessment and that is within the control of the lessee. The Company estimates the incremental borrowing rate used to measure our lease liability for each lease contract. This includes estimation in determining the asset-specific security impact.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

These consolidated financial statements were authorized for issuance by the Board of Directors on May 31, 2021.

The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

Cash comprises of cash held at banks and amounts held in trust. The majority of the Company's cash is held in trust. The Company does not invest in any asset-backed deposits or investments.

Income tax on profit or loss for the period comprises of current and deferred tax. Current tax is the expected tax paid or payable on the taxable income for the period, using tax rates enacted or substantively enacted at the statement of financial position date, and any adjustment to tax paid or payable in respect of previous periods.

Deferred tax is recorded by providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that

the related tax benefit will be realized. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the period that includes the date of the enactment or substantive enactment of the change. Deferred tax assets and liabilities are presented separately except where there is a right of set-off within fiscal jurisdictions

At the transaction date, each asset, liability, revenue and expense denominated in a foreign currency is translated into Canadian dollars by the use of the exchange rate in effect at that date. At the period- end date, unsettled monetary assets and liabilities are translated into Canadian dollars by using the exchange rate in effect at the year-end date and the related translation differences are recognized in net loss.

Non-monetary assets and liabilities that are measured at historical cost are translated into Canadian dollars by using the exchange rate in effect at the date of the initial transaction and are not subsequently restated. Non-monetary assets and liabilities that are measured at fair value or a revalued amount are translated into Canadian dollars by using the exchange rate in effect at the date the value is determined, and the related translation differences are recognized in net loss or other comprehensive loss consistent with where the gain or loss on the underlying non-monetary asset or liability has been recognized.

Common shares and warrants are classified as shareholders' equity. Incremental costs directly attributable to the issue of common shares are recognized as a reduction of shareholders' equity, net of tax.

The Company has adopted a relative fair value method with respect to the measurement of common shares and warrants issued as private placement units. The relative fair value method allocates value to each component on a pro-rata basis, based on the fair value of the components calculated independently of one another. The Company considers the market value of the common shares issued as fair value and measures the fair value of the warrant component of the unit using the Black-Scholes option pricing model. The unit value is then allocated, pro-rata, between the two components, with fair value attributed to the warrants being recorded to the Company's warrant reserve.

Loss per share is computed by dividing the net loss applicable to common shares of the Company by the weighted average number of common shares outstanding for the relevant period.

Diluted loss per common share is computed by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted.

The Company grants stock options to buy common shares of the Company to consultants and service providers. The Company recognizes share-based compensation expense based on the estimated fair value of the options. A fair value measurement is made for each vesting instalment within each option grant and is determined using the Black-Scholes option-pricing model. The fair value of the options is recognized over the vesting period of the options granted as both share-based compensation expense and reserves. This includes a forfeiture estimate, which is revised for actual forfeitures in subsequent periods. The reserves account is subsequently reduced if the options are exercised, and the amount initially recorded is then credited to capital stock.

In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the goods or services received.

Property and equipment is carried at cost, less accumulated amortization and accumulated impairment losses. The cost of the item of property and equipment consists of the purchase price, and any costs directly attributable to bringing the asset to the location and condition necessary for its intended use. An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of loss and comprehensive loss. The cost of repairs and maintenance is expensed as incurred.

Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recorded on a straight-line basis over the estimated useful life of the asset acquired, which varies depending on the nature of the intangible asset. Intangible assets are amortized from the date when they are available for use.

The estimated useful life is reviewed at the end of each reporting period with the effect of any changes in estimate being accounted for on a prospective basis. Internally incurred development costs are recognized as intangible assets when the following criteria are met:

a) it is technically feasible to complete the intangible asset so that it will be available for use;

d) it can be demonstrated how the intangible asset will generate probable future economic benefits;

e) adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and

f) the expenditure attributable to the intangible asset during its development can be reliably measured.

Intangible assets may relate to the Company's external development expenditures in relation to intellectual property development. Development expenditures that do not meet these criteria are recognized as an expense as incurred. Intangible assets with definite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. These intangible assets will be amortized when they are ready for use. The amortization period and the amortization method are reviewed at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates on a prospective basis.

The carrying amount of the Company's assets is reviewed for an indication of impairment at the end of each reporting period. If an indication of impairment exists, the Company makes an estimate of the asset's recoverable amount. Individual assets are grouped for impairment assessment purposes at the lowest level at which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Recoverable amount of an asset group is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are adjusted for the risks specific to the asset group and are discounted to their present value using a pre- tax discount rate that reflects current market assessments of the time value of money.

Where the carrying amount of an asset group exceeds its recoverable amount, the asset group is considered impaired and is written down to its recoverable amount. Impairment losses are recognized in profit or loss.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss had been recognized.

Financial assets and financial liabilities are recognized on the consolidated statements of financial position when the Company becomes a party to the contractual provisions of the financial instrument.

The following is the Company's accounting policy for financial instruments under IFRS 9:

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive income (loss) ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the consolidated statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss and comprehensive loss in the period in which they arise.

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the consolidated statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

The Company determines the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument.

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1. Prices in Level 2 are either directly or indirectly observable as of the reporting date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, time value and volatility factors, which can be substantially observed or corroborated in the marketplace.

Level 3 - Valuations in this level are those with inputs for the asset or liability that are not based on observable market data.

Financial assets are assessed at each reporting date to determine whether there is objective evidence that they are impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in a separate line item. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by the incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• The exercise price of any purchase option granted if it is reasonably certain to assess that option;

• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• The amount of any provision recognized where the Company is contractually required to dismantle, remove or restore the leased asset.

Lease liabilities, on initial measurement, increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortized on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.

When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortized over the remaining (revised) lease term.

Effective February 1, 2020, the Company adopted the amendments that were issued by the International Accounting Standards Board on October 22, 2018, to IFRS 3 Business Combinations, which clarified the classification of whether a transaction results in an asset or a business acquisition. The amendments include an election to use a concentration test. This is a simplified assessment that results in an asset acquisition if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or a group of similar identifiable assets. If a preparer chooses not to apply the concentration test, or the test is failed, then the assessment focuses on the existence of a substantive process. The adoption of the amendment to IFRS 3 had no impact on the Company's consolidated financial statements for the year ended January 31, 2021.

During the year ended January 31, 2020, the Company completed the following acquisition:

Effective September 23, 2019, the Company was part of a three-cornered amalgamation among the Company, 2693980 Ontario Inc. (a wholly owned subsidiary) and Cultivar Holdings Ltd. (the "Transaction"). The result of the transaction was that Admiral acquired all the issued and outstanding securities of Cultivar Holdings Ltd. on the basis of one share of Admiral for each share of former Cultivar. All outstanding warrants to purchase former Cultivar shares were exchanged, on an equivalent basis, for warrants to purchase shares of the Company. At completion of the transaction, Admiral changed its name to Cultivar Holdings Inc. and former Cultivar was amalgamated into 2693980 Ontario Inc.

Under IFRS, this was considered a Reverse Merger and Recapitalization (commonly referred to as a Reverse Take Over or "RTO"). The Company issued 6,514,249 shares valued at $0.21 per share, with a total value of $1,367,992 for the acquisition.

On March 27, 2020, the Company entered into a sale agreement (the "Sale Agreement") with respect to its 49% interest in Cultivar JA Limited ("Cultivar JA"), which holds a provisional cannabis cultivation license in Jamaica.

Pursuant to the terms of the Sale Agreement, the Company's wholly-owned subsidiary, Cultivar Holdings Ltd., agreed to sell its 49% interest in Cultivar JA and all related royalty interests to the principals of Cultivar JA in exchange for the principals of Cultivar JA agreeing to return and cancel 4,000,000 common shares of the Company owned by the principals. In addition, the principals also agreed to terminate their right to receive an additional 500,000 common shares of the Company which had been reserved for issuance upon Jamaica's Licensing Authority issuing final approval for Cultivar JA's license.

The sale agreement constituted a discontinued operation involving the loss of control of Cultivar JA by the Company. A discontinued operation is a component of the Company's business that represents a separate major line of business or a geographical area of operations that has been disposed of or is held for sale. Classification as a discontinued operation occurs upon disposal or earlier if the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation the comparative statement of comprehensive loss and cash flow operation is re-presented as if the operation had been discontinued from the start of the comparative period.

The sale agreement constituted a discontinued operation of the Company effective March 27, 2020. As a result, all the assets and liabilities of Cultivar JA have been removed from the statement of financial position of the Company. The cancellation of 4,000,000 shares of the Company have been valued at $540,000, being the fair value of the shares on the date of the sale transaction.

The expenses of Cultivar JA have been determined to be a discontinued operation by the Company, and as a result, have been disclosed separately on the statement of income (loss) and comprehensive income (loss)


		For the			For the
		year			year
		ended			ended
		January 31, 2021			January 31, 2020
Expenses:
Administration and general	$	-		$	3,327
Amortization		2,871			17,804
Interest expense		687			4,165
Legal fees		-			4,432
Samples and testing		-			260
Travel, entertainment and related		2,014			8,004
Net loss for the period prior to the sale transaction		(5,572	)		(37,992	)
Gain on divestiture		351,868			-
Income (loss) from discontinued operations, net of tax	$	346,296		$	(37,992	)

Prior year's statement of loss and comprehensive loss was reclassified as follows:

		January 31,			Reclassification			January 31,
		2020						2020 -
								reclassified
Expenses:
Administration and general	$	15,537		$	(3,327	)	$	12,210
Amortization		19,475			(17,804	)		1,671
Audit and accounting		56,647			-			56,647
Consulting fees		135,631			-			135,613
Interest expense		4,165			(4,165	)		-
Legal fees		126,975			(4,432	)		122,543
Management fees		263,066			-			263,066
Patent and trademark expenses		5,930			-			5,930
Rent expense		18,000			-			18,000
Research and development		73,733			-			73,733
Samples and testing		260			(260	)		-
Share based compensation		10,387			-			10,387
Transfer agent and filing fees		25,122			-			25,122
Travel, entertainment and related		59,893			(8,004	)		51,889
Vehicle use expenses		6,000			-			6,000
		(820,821	)		37,992			(782,892	)

Income (loss) from discontinued operations		-			(37,992	)		(37,992	)
Loss from acquisition of subsidiary		(1,490,071	)		-			(1,490,071	)
Loss on comprehensive loss	$	(2,310,892	)	$	-		$	(2,310,892	)

Prepaid expenses as of January 31, 2021 include $70,060 to conduct a study to further validate its proprietary impairment detection technology for both alcohol and cannabis (January 31, 2020 - $70,060).

		Equipment			Leasehold Improvement			Total
Cost
Balance as at January 31, 2019	$	8,585		$	9,916		$	18,501
Additions		13,368			-			13,368
Balance as at January 31, 2020	$	21,953		$	9,916		$	31,869
Discontinuance of business (Note 5)		(8,585	)		(9,916	)		(18,501	)
Balance as at January 31, 2021	$	13,368		$	-		$	13,368

Accumulated Amortization

Balance as at January 31, 2019	$	2,146		$	2,249		$	4,395
Amortization		3,603			3,680			7,283
Balance as at January 31, 2020	$	5,749		$	5,929		$	11,678
Amortization		3,509			-			3,509
Discontinuance of business (Note 5)		(4,078	)		(5,929	)		(10,007	)
Balance as at January 31, 2021	$	5,180		$	-		$	5,180

Net Carrying Amounts

As at January 31, 2020	$	16,204		$	3,987		$	20,191

As at January 31, 2021	$	8,188		$	-		$	8,188

a) On July 21, 2020, the Company completed the acquisition of MobileWellbeing ("MWB"), an innovative, feature rich, Telemedicine Remote Patient Monitoring platform that will integrate with the Company's Artificial Intelligence ("AI") driven rapid screening system for infectious diseases, including COVID-19.

The consideration for the purchase was satisfied by payment in cash for $25,000, issuance of 20,000 shares and additional 30,000 shares to be issued on the 90^thday of close. Consideration paid in the form of equity instruments is being considered share- based payment within the scope of IFRS 2 Share-based Payment and this asset acquisition is fair valued for a total consideration for $78,000 at the point control was obtained.

The acquisition has contingent considerations and royalty payments on achievement of certain milestones. The Company shall pay royalty of 20 percent of gross sales from the first $2.5 million in sales generated exclusively from the MWB platform. In addition, the Company is obligated to issue an additional 200,000 common shares commencing with the release of the initial version of the MWB platforms to the market and achievement of sales related milestones.

Contingent consideration in an asset acquisition was discussed at the March 2016 IFRS Interpretations Committee (IFRIC) meeting. An accounting policy choice exists, therefore an entity may recognize a liability for the expected variable payments at the time control of the underlying asset is obtained or they may only recognize such a liability as the related activity that gives rise to the variability occurs. The Company has opted to recognize the liability only when the related activity that gives rise to the variability occurs.

b) The Company's other intangible asset relates to the development of infectious disease symptom screening solution ("IDSS").

These intangible assets are currently in the development phase and are not in use. Amortization will be recorded on these intangible assets from the date when they are put to use.

Right-of-use assets of $nil (January 31, 2020- $12,192) and total lease liability of $nil (January 31, 2020- $15,189) have been removed from the statement of financial position of the Company as of January 31, 2021 on account of the sale of Company's interest in Cultivar JA (Note 5).

The Company's right of use assets as at January 31, 2020 and 2021 were as follows:

At the commencement date of the leases, the lease liability was measured at the present value of the lease payments that were not paid at that date. The lease payments are discounted using an interest rate of 18% which is the Company's incremental borrowing rate.

Lease liability interest expense recognized in profit and loss and lease payments recognized in the financing component of statement of cash flows are as follows: