UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 20172020

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to ________________________ 

Commission File No. 000-55852

MY CLOUDZ,GRIDIRON BIONUTRIENTS, INC.

(Exact name of registrant as specified in its charter)

Nevada		36-4797193
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		(I.R.S. Employer Identification No.)

1119 West 1st Ave., Ste. G6991 East Camelback Road Suite D-300

Spokane, Washington 99021Scottsdale, AZ 85251

(Address of principal executive offices, zip code)

(253) 470-8043(800) 570-0438

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock,common stock, $.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ ☐   No x☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ ☐   No x☒

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. Yes x ☒   No ¨☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ ☒   No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨ ☐	Non-accelerated filer	¨ ☒
Accelerated filer	¨☐	Smaller reporting company	x ☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

If an emerging growth company, 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. x☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ ☐   No x☒

At February 28, 2017,2020, the last business day of the Registrant’sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrantregistrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $0.00. $538,190.

At December 12, 2017,14, 2020, there were 132,637,50057,636,720 shares of the Registrant’sregistrant’s common stock, par value $0.001 per share outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

MY CLOUDZ,GRIDIRON BIONUTRIENTS, INC.

TABLE OF CONTENTS

					Page No.
PART I
		PART I
Item 1.	Business	Business		4
Item 1A.		Risk Factors			6
Item 1B.		Unresolved Staff Comments	6		12
Item 2.		Properties	6		12
Item 3.		Legal Proceedings	6		12
Item 4.		Mine Safety Disclosures	6		12
PART II
		PART II
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7		13
Item 6.		Selected Financial Data	7		14
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	8		14
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	10		17
Item 8.	Financial Statements	Financial Statements and Supplementary Data		F-1
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11		18
Item 9A.		Controls and Procedures	11		18
Item 9B.		Other Information	12		19
PART III
		PART III
Item 10.		Directors, Executive Officers and Corporate Governance	13		20
Item 11.		Executive Compensation	16		22
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18		23
Item 13.		Certain Relationships and Related Transactions, and Director Independence	19		24
Item 14.		Principal Accounting Fees and Services	19		24
PART IV
		PART IV
Item 15.		Exhibits and Financial Statement Schedules	20		25
Item 16.	Form 10-K Summary			25
	Signatures	21		26

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of My Cloudz, Inc., a Nevada corporation, contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identifyreport includes forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”that relate to future events or “continue” or the negative of such termsour future financial performance and involve known and unknown risks, uncertainties and other comparable terminology. These forward-looking statements include, without limitation, statements aboutfactors that may cause our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacyactual results, levels of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guaranteeactivity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements. Actualachievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with:

You should read thoroughly this report and the documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse than what we expect.  We qualify all of our forward-looking statements by these cautionary statements including those made in Part I. Item 1A. Risk Factors appearing elsewhere in this report.  Other sections of this report include additional factors, which could adversely impact our business and financial performance.  New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from the predictions discussedthose contained in theseany forward-looking statements. The economic environment within whichExcept for our ongoing obligations to disclose material information under the Federal securities laws, we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwiseundertake no obligation to release publicly available. We caution readers notany revisions to place undue reliance on any such forward-looking statements, whichto report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date made. We disclaim any obligation subsequently to revise any forward-lookingof this report, and you should not rely on these statements to reflect events or circumstances afterwithout also considering the date of suchrisks and uncertainties associated with these statements or to reflect the occurrence of anticipated or unanticipated events.and our business.

All references in this Form 10-K to the “Company”, “My Cloudz”“Gridiron,” “GridIron BioNutrients”, “we”, “us,” or “our” are to My Cloudz,Gridiron BioNutrients, Inc., a Nevada corporation and our wholly-owned subsidiary Gridiron Ventures, Inc., a Nevada corporation.

PART I

PART IITEM 1.BUSINESS

ITEM 1. BUSINESS

Our Corporate History and Background

My Cloudz, Inc. was incorporated on July 31, 2014 under the laws of the State of Nevada. From our formation on July 31, 2014 until October 9, 2017, we were engaged in the business of cloud storage services. Sommay Vongsa served as President, Secretary, Treasurer and sole director from July 31, 2014, until his resignation on October 9, 2017. Concurrent with his resignation, Mr. Vongsa appointed Darren Long, as the Company’s new Chief Executive Officer, Secretary, Chairman of the board of directors, and Secretary; Timothy Orr, as the Company’s new President and a director; and Brian Martinho, as the Company’s new Treasurer and a director.

The Company does not have any current plans, arrangements, discussions or intentions, whether written or oral, to engage in a merger or acquisition with an identified or unidentified company or person to be used as a vehicle for a private company to become a reporting company.

From inception until we completed our reverse acquisition of GridIron BioNutrients, the principal business of cloud storage services.

Reverse Acquisition of GridIron BioNutrients

On October 9, 2017, My Cloudz, Inc. entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, GridIron BioNutrients, Inc., a Nevada corporation (“GridIron BioNutrients”), and the holders of common stock of GridIron BioNutrients. The holders of the common stock of GridIron BioNutrients consisted of 3 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 70,000,000 shares of common stock in consideration for all the issued and outstanding shares in GridIron BioNutrients. The effect of the issuance is that GridIron BioNutrients shareholders now hold approximately 57.0% of the issued and outstanding shares of common stock of the Company.

Darren Long, the founder of GridIron BioNutrients, and the Company’s new Chief Executive Officer, Chairman of the board of directors, and Secretary, is the holder of 35,000,000 shares of common stock of the Company. Timothy Orr, the Company’s new President and a director of the Company, is the holder of 17,500,000 shares of common stock of the Company. Brian Martinho, the Company’s new Treasurer and a director, is the holder of 17,500,000 shares of common stock of the Company. The Company’s new officers and sole director, therefore, control an aggregate of 70,000,000, or 57.0%, of the outstanding common stock of the Company, on a fully diluted basis.

4

Table of Contents

As a result of the share exchange, GridIron BioNutrients is now a wholly-owned subsidiary of the Company.

The share exchange transaction with GridIron BioNutrients was treated as a reverse acquisition, with GridIron BioNutrients as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Annual Report on Form 10-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of GridIron BioNutrients.

Organization & SubsidiariesOverview 

We have one operating subsidiary, GridIron BioNutrients, Inc., a Nevada corporation.

Overview of GridIron BioNutrients

Our wholly owned subsidiary, GridIron BioNutrients was incorporated on July 20, 2017, in Nevada.

The business of GridIron BioNutrients is now the principal business of the Company. GridIron BioNutrients isare in the business of marketing and selling consumer cannabidiol productsproduct line ofincluding, capsules, oil, ointments,gummies, concentrates and CBD infused water. We are currently limited to distribution of the products through our online platform, www.GridironMVP.com; we currently have no other distribution channels or partners.

GridIron BioNutrients principal administrative offices are located at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021. Our website is www.gridirionbionutrients.com.In December 2019, we initiated expanding our business to pursue opportunities within the cannabidiol (CBD) bulk oilspace by securing industrial hemp biomass processed by a third party into CBD Oil.

Summary Financial InformationOur products

The tablesOur products are marketed under the trademark Gridiron BioNutrients™ and information below are derivedGridiron MVP™ including:

GridironMVP Alkaline Nutrition with Probiotics.- 16.9oz beverage with 20mg of CBD with humic/fulvic trace minerals, vitamins and probiotics with an alkaline base;

GridironMVP Concentrate.- 1oz, 2oz, 4oz sizes, alkaline nutrition with probiotics in concentrate form;

Gridiron CBD Premium Hemp Tinctures in 1oz and 2oz sizes ranging from our audited financial statements as500mg to 750mg of August 31, 2017.CBD in natural and peppermint flavors;

Gridiron CBD Gummies-come in various sizes from a 3pack to a 30-count bottle, offered in both a daytime and nighttime version with each gummy having 5mg of CBD;

Gridiron CBD Salve.- 1.7oz salve containing 50mg of CBD

		August 31, 2017
Financial Summary
Cash and Deposits		$	25
Total Assets			25
Total Liabilities			16,101
Total Stockholders’ Equity		$	2,825

Operating Strategy and Goals

Primary BusinessIn order for us to continue to implement our model, we have identified the following milestones that we are seeking to achieve:

GridIron BioNutrients is in the business of marketing and selling cannabidiol products line of capsules, oil, ointments, concentrates and water. GridIron BioNutrients is the owner and has right to intellectual property, including trademark, trade names, images, likenesses and other associated intellectual property, such as the name “Gridion BioNutrients” and related to Darren Long.

We intend to:

	·	establishIdentify and Secure a cannabidiol products platformBroker Network. We plan to identify and brand; secure working relationships with a national broker network that can expand distribution of our products. We anticipate a considerable amount of travel and ongoing expenses to be incurred as part of this milestone. To date, we have not identified or secured a broker network and there can be no assurance we will be successful in doing so.
·	create of platformIdentify and Secure Manufacturing. We intend to partneridentify and invest in various segments in the cannabidiol products industry;secure one to two co-packer facilities, strategically located meet future growth objectives and to meet anticipated volumes by product type and future growth objectives.
·	establish key exclusive strategic alliances which serveAddition of Support Staff - In order to accomplishsupport expansion efforts and to secure a broker network and co-packers, we anticipate that we will need to hire approximately two to four people on the taskcorporate level for the specific purpose of becomingsupporting the market leader. broker, distributor and their logistical and accounting requirements. As of the date of this report we have not begun to interview candidates to fill our growing need for additional staffing.

The milestones set forth above reflect our current judgment and belief regarding the direction of our business. Actual events, expenditures and results will almost always vary, sometimes materially, from any estimates, predictions, projections or assumptions suggested herein.

In order to satisfy our capital requirements and needs, we require additional working capital and may seek to sell additional equity or debt securities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Marketing

Our products are currently marketed through our online website www.gridironmvp.com.  We currently have no marketing agreement(s) with third party marketing groups.

Product Manufacturing and Fulfillment

We currently rely on third party manufacturers and fulfillment.  We currently have no contract or agreement with manufacturers or fulfillment centers.  We plan to identify manufactures and fulfillment centers that can provide quality and efficiency in the development and delivery of our products. We currently store our inventory in a temperature-controlled facility in central California our orders are fulfilled out of this facility.

In February 2020, we entered into a Stock Purchase Agreement with Notis Global, Inc. whereby we purchased 2,500,000,000 shares of common stock Company that included a Collaboration Agreement, dated January 24, 2020. Under the Collaboration Agreement, the Company and Notis Global “will collaboratively explore and consider potential business opportunities for the parties within various segments of the hemp CBD supply chain including cultivation, extraction and purification and retail products.” To date, there have been no opportunities identified through this collaboration with Notis Global.

In connection with the Collaboration Agreement, the Company and Shi Farms entered into a Supply Agreement, dated January 27, 2020, pursuant to which Shi Farms agreed to sell the Company 30,000 pounds of hemp biomass at a purchase price of $5.00 per pound. The hemp biomass must contain a minimum of 6% total Cannabidiol (CBD/and or CBDA) and all hemp biomass must have less than 3% total TCH content. The hemp biomass must contain no contaminates that are above acceptable industry standards for processing hemp biomass including but not limited to: mold and mildew, non-hemp plant material, soil, insects, rodent droppings, wet or rotting material, heavy metals, residual pesticides or herbicides, or bacteria. Either party may terminate the Supply Agreement prior to delivery of the hemp biomass. The collaboration and supply agreement(s) have produced no revenues to the company this year. We have on inventory approximately 77 liters of THC-Free CBD Distillate as a result of the collaboration agreement.

Competition

Competition within the CBD industry is intense with many well-established companies within the market, such as Charlotte's Web Holdings Inc., PureKana, cbdMD, Inc., Tilray and Hexo Corp., and numerous start-up companies entering the market.  Substantially all of the Company’s competitors are established companies with brand name recognition and far greater resources than Gridiron.  While the Company is not presently able to effectively compete with these larger, more established companies as a result of its limited resources and lack of brand name recognition by consumers, subject to the availability of sufficient funds Gridiron seeks to brand and market high quality CBD products through both exclusive and non-exclusive strategic alliances that will serve to make the Company a market leader, which will be in direct competition with the above companies. However, the Company can provide no assurance or guarantee that it will be able to develop and/or maintain any strategic alliances now or in the future or that its products will be accepted by the market.

Intellectual Property

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents.patents nor do we have any patents pending

The Company has filed four trademark applications with the U.S. Patent & Trademark Office (USPTO) as follows:

There are no assurances that these trademarks will be granted or that we will be able to effectively protect any of our intellectual property. 

We are reliant on our domain name, www.GridironMVP, to market our products.  However, as with phone numbers, we do not have and cannot acquire any property rights in an Internet address. The regulation of domain names in the United States and in other countries is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain name or obtain comparable domain names, which could harm our business.

Government Regulation

The production of our hemp extract products is contingent on U.S. Food and Drug Administration, or the FDA, and state laws, regulations, and guidance. While the Agriculture Improvement Act of 2018 removed hemp from Schedule I of the Controlled Substances Act, the law did not change the FDA's authorities with respect to food or drugs. As of the date of this annual report, the FDA has not made a determination that the use of hemp extract in food is safe. The FDA has evaluated Generally Recognized as Safe (GRAS) notices for four hemp seed-derived food ingredients and determined that the agency has no questions that those ingredients are GRAS under their intended conditions of use.  In the event the FDA issues appropriate regulations or guidance or determines that it has no questions that hemp extract is GRAS under intended conditions of use that would permit us to market hemp extract in water without food additive approval. We may decide to market Gridiron BioNutrients™ and GridironMVP™ in any states, districts or territories if applicable laws allow for such sale or if a supplier meets and complies with the FDA's GRAS regulations with respect to a self-certification regarding the safety and GRAS status of the use of hemp extract. We may change the composition of our planned hemp-extract-infused product as necessary to comply with federal, state or local laws, regulations or guidance.

The advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our products will be subject to the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection laws; competition laws; federal, state and local workplace health and safety laws; various federal, state and local environmental protection laws; and various other federal, state and local statutes and regulations.

Legal requirements apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary and are constantly evolving. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements may be proposed or enacted in the future at the local, state and federal levels in the United States.

Government RegulationAny third-party bottling facility that we may choose to utilize in the future and Approvalsany other such operations will be subject to various environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of wastewater. It will be our policy to comply with any and all such legal requirements. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect on our capital expenditures, net income or competitive position.

The advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our products will be subject to the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection laws; competition laws; federal, state and local workplace health and safety laws; various federal, state and local environmental protection laws; and various other federal, state and local statutes and regulations.

Legal requirements apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary and are constantly evolving. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements may be proposed or enacted in the future at the local, state, and federal levels in the United States.

Any third-party bottling facility that we may choose to utilize in the future and any other such operations will be subject to various environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of wastewater. It will be our policy to comply with any and all such legal requirements. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect on our capital expenditures, net income or competitive position.

Human Capital

Timothy S. Orr is our sole officer and director and employee.  Provided we have the resources, we intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus. We believe that the skill set of our current management is adequate for the current and short-term development of our brands and trademarks.

Additional information

Information on the history of our company can be found in Note 1 to the notes to our consolidated financial statements appearing later in this report.  We file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers such as our company that file electronically with the SEC.

ITEM 1A. RISK FACTORS

An investment in our common stock involves several significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed because of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Business

We are currently in default convertible promissory notes in the aggregate principal amount of $831,170 (net of debt discounts).

Between August 2019 and April 2020, we issued a lender four convertible promissory notes in the principal amount of $831,170 (net of debt discounts).  At November 30, 2020, the principal and interest due under these notes is approximately $1,373,000.  In addition to events of default related to our failure to maintain sufficient authorized but unissued and unreserved shares of common stock to provide for the possible future conversion of these notes, we failed to repay each of these notes on their respective maturity dates.  We do not have sufficient funds to satisfy these obligations.  While we are engaged in preliminary discussions with the noteholder for the possible exchange of these obligations for a new series of preferred stock, there are no assurances we will reach an agreement with the noteholder. 

We do not have sufficient authorized but unissued and unreserved shares of common stock to permit the conversion and/or exercise of outstanding convertible notes, shares of Series A Convertible Preferred Stock (‘Series A Preferred”), or outstanding warrants.

We currently have outstanding (i) 8,480,000 shares of Series A Preferred and warrants which are not awarepresently convertible into approximately 51,393,939 shares of any governmental regulations or approvals needed for anycommon stock at the holders’ option and (ii) convertible promissory notes in the aggregate principal amount of $831,170 (net of debt discounts) which are presently convertible into approximately 358,326,000 shares of our products.common stock. The terms of these securities contain “blockers” which limit the holders’ rights to convert or exercise these securities if such conversion or exercise would make the holder the beneficial owner of threshold amounts of our common stock ranging from 4.99% to 9.99%.  The holders’ have the right to waive the limitation upon 61 day’s prior notice to us.  We do not believe that we are subjectpresently have sufficient authorized but unissued and unreserved shares of common stock to any government regulations relatingpermit the conversion of all of the Series A Preferred, the exercise of all of the warrants or the conversion of all the convertible notes, should the holders of such securities determine to the ownership and licensingconvert or exercise such securities.  This lack of sufficient available shares of common stock has resulted both an event of default under each of these instruments.  While there is a pending reverse stock split of our intellectual property.

Employees

Ascommon stock which, when effective, should adjust our capital structure to provide for sufficient authorized but unissued shares of the date hereof, we have 3 non-employee officers who operatecommon stock for these conversions and/or exercises, our company Darren Long, the founder of GridIron BioNutrients, and the Company’s new Chief Executive Officer, Chairman of the board of directors who spends approximately 25 hours per week on Company business; Timothy Orr,has not fixed a final ratio for the Company’s new President and a director, who spends approximately 25 hours per week on Company business; and Brian Martinho, our Treasurer and a director, who spends approximately 25 hours per week on Company business.split nor the effective date.

DESCRIPTION OF PROPERTIESWe have a history of losses.

We incurred net losses of $2,580,068 and $170,067, respectively, for the years ended August 31, 2020 and 2019. At August 31, 2020 we had an accumulated deficit of $3,843,927. We do not generate sufficient revenues to provide funds to pay our operating expenses, satisfy our obligations or continue to implement our business model.  Unless we are able to raise sufficient working capital to continue to implement our business model, will have no ability to increase our revenues to a level which supports our operations.  In that event, we will continue to report net losses in future periods and our ability to continue our operations as they are presently conducted will be in jeopardy.

Our auditors have raised substantial doubts as to our ability to continue as a going concern. 

Our executive officesconsolidated financial statements appearing later in this report have been prepared assuming we will continue as a going concern. We have sustained recurring losses from operations and have a net capital deficiency. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our working capital deficit has increased substantially at August 31, 2020 as compared to August 31, 2019.   We need to raise additional capital to continue our business model.

At August 31, 2020, we had a cash balance of approximately $18,000 and a working capital deficit of approximately $2.7 million as compared to a cash balance of approximately $19,000 and working capital of approximately $24,000 at August 31, 2019.  We used approximately $410,000 in net cash in our operations in the year ended August 31, 2020 as compared to approximately $775,000 of net cash used in operations in the year ended August 31, 2019. Our principal sources of liquidity are locatedsales of equity and debt securities.  We indent to raise additional capital in the next 12 months in order to continue to implement our business model, in addition to funds necessary to satisfy our outstanding convertible note obligations.  We do not have any firm commitments to raise additional working capital.  As we are a small company who stock is quoted on the OTC Markets, we expect to encounter difficulty in raising working capital upon terms and conditions satisfactory to us, if at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021.all.  There is no assurance that we will be successful in obtaining funding to continue operations. In that event, we may be unable to continue as a going concern.

Our disclosure controls and procedures and internal control over financial reporting are not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management evaluated our disclosure controls and procedures as of August 31, 2020 and concluded that as of that date, our disclosure controls and procedures were not effective. In addition, our management evaluated our internal control over financial reporting as of August 31, 2020 and concluded that that there were material weaknesses in our internal control over financial reporting as of that date and that our internal control over financial reporting was not effective as of that date. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis.

We have not yet remediated these material weaknesses and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until these issues are corrected, our ability to report financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Our growth and profitability depend on the performance of third-party brokers and distributors and maintaining a ongoing relationships with them.

We currently have no distribution partners, and our success will depend on obtaining a sufficient distribution partners and the overall performance that these third parties provide. If we are unable to secure proper a proper distribution network or if and when we do, the third parties are do not perform or have deficient performance by such parties it may significantly undermine our operations, profitability, and result in total loss of your investment.

We rely on third parties to produce and bottle our products, which creates additional risk.

We do not own or operate co-packing facilities used to produce the various products in our portfolio. We rely on those third parties to ensure the quality, safety and integrity of our products. If the third parties that we engage to produce our products fail to meet our demands or are found by government agencies to be out of compliance with applicable regulatory requirements, our supplies of those products and our future profit margins could be adversely affected.

We rely on Timothy Orr, our sole executive officers who has extensive knowledge of our business and has provided our company with rights to our propriety blend under an oral agreement; the loss of Mr. Orr or the termination of the oral agreement may adversely affect our business.

We are highly dependent on one executive officer, Timothy Orr, who has extensive knowledge of our business and has provided our company with our propriety blend under an oral agreement. We do not have "key person" life insurance policies for Mr. Orr. The loss of Timothy Orr could result in delays in product development, loss of our propriety blend, any real estatefuture customers and sales and diversion of management resources, which could adversely affect our operating results.

Risks Related to Regulations Applicable to Our Industry

Significant additional labeling or warning requirements or limitations on the availability of our products may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the availability of our products relating to the content or perceived adverse health consequences of our products. Federal laws may preempt some or all of these attempts by state or localities to impose additional labeling or warning requirements. If these types of requirements become applicable to our products under current or future environmental or health laws or regulations, they may inhibit sales of our products. Moreover, if we fail to meet compliance deadlines for any such new requirements, our products may be deemed misbranded or mislabeled and could be subject to enforcement action, or we could be exposed to private lawsuits alleging misleading labels or product promotion.

Changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations could increase our costs or reduce our net operating revenues.

The advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our currently marketed products are subject to: the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state food and drug laws; state consumer protection laws; competition laws; federal, state, and local workplace health and safety laws, such as the Occupational Safety and Health Act; various federal, state and local environmental protection laws; and various other federal, state, and local statutes and regulations. Changes to such laws and regulations could increase our costs or reduce our net operating revenues.

In addition, failure to comply with environmental, health or safety requirements and other applicable laws or regulations could result in the assessment of damages, the imposition of penalties, suspension of production, changes to equipment or processes, or a cessation of operations at our or our bottlers' facilities, as well as damage to our image and reputation, all of which could harm our profitability.

If we fail to comply with personal data protection laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our business and operating results.

In the ordinary course of our business, we may receive, process, transmit and store information relating to identifiable individuals ("personal data"), primarily employees and former employees. As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws have been subject to frequent changes, and new legislation in this area may be enacted in other jurisdictions at any time. There is no assurance that our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future will prevent the improper disclosure of personal data. Improper disclosure of personal data in violation of applicable personal data protection laws could harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results.

If we produce, market and/or sell products infused with hemp, as defined under the Agriculture Improvement Act of 2018, we will be subject to a myriad of different laws and regulations governing the use of hemp in food and beverages and if we are unable to comply with such laws in a cost-effective manner, our business could be adversely affected.

The production of a food or beverage infused with hemp, as "hemp" is defined in the Agriculture Improvement Act of 2018 (also known as the 2018 Farm Bill, Public Law 115-334), is contingent on U.S. Food and Drug Administration, or the FDA, and state laws, regulations, and guidance. While the Agriculture Improvement Act of 2018 removed hemp from Schedule I of the Controlled Substances Act, the law did not change the FDA's authorities with respect to food or drugs. As of the date of this annual report, the FDA has not made a determination that the use of hemp in food is safe. The FDA has evaluated Generally Recognized as Safe or GRAS notices for three hemp seed-derived food ingredients and determined that the agency has no questions that those ingredients are GRAS under their intended conditions of use. We intend to comply in full with all federal, state, and local laws, rules and regulations as we develop our hemp product lines. We will not pursue the production or sale of hemp-infused products until legally permitted.

Laws and regulations governing the use of hemp in food and beverages in the United States are broad in scope; subject to evolving interpretations; and subject to enforcement by a myriad of regulatory agencies and law enforcement entities. Under the Agriculture Improvement Act of 2018, a state or Indian tribe that desires to have primary regulatory authority over the production of hemp in the state or territory of the Indian tribe must submit a plan to monitor and regulate hemp production to the Secretary of the United States Department of Agriculture or USDA. The Secretary must then approve the state or tribal plan after determining if the plan complies with the requirements set forth in the Agriculture Improvement Act of 2018. The Secretary may also audit the state or Indian tribe's compliance with the federally-approved plan. If the Secretary does not approve the state or Indian tribe's plan, then the production of hemp in that state or territory of that Indian tribe will be subject to a plan established by USDA. USDA has not yet established such a plan. We anticipate that many states will seek to have primary regulatory authority over the production of hemp. States that seek such authority may create new laws and regulations that permit the use of hemp in food and beverages.

Federal and state laws and regulations on hemp may address production, monitoring, manufacturing, distribution, and laboratory testing to ensure that that the hemp has a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis. Federal laws and regulations may also address the transportation or shipment of hemp or hemp products, as the Agriculture Improvement Act of 2018 prohibits states and Indian tribes from prohibiting the transportation or shipment of hemp or hemp products produced in accordance with that law through the state or territory of the Indian tribe, as applicable. Because we rely on a nationwide broker-distributor-retailer network whereby brokers represent our products to distributors and retailers in turn sell our product to consumers in the fifty states and the District of Columbia, we may be subject to many different state-based regulatory regimens for hemp, all of which could require us to incur substantial costs associated with compliance requirements. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations, as well as adverse publicity and potential harm to our reputation. We and our suppliers and vendors must take significant enterprise risk management steps to ensure that there is no commingling of hemp and marihuana, as "marihuana" is defined in the federal Controlled Substances Act. Marihuana remains subject to the Controlled Substances Act and related regulations.

Furthermore, if we decide to produce, market and sell products infused with hemp outside of the United States, we will be subject to applicable laws and regulations in those non-U.S. jurisdictions, which would require us to expend significant costs associated with compliance.

In addition, it is possible that additional regulations may be enacted in the future in the United States and globally that will be directly applicable to our current and proposed product offerings infused with hemp. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

FDA's current position is that the sale of food and beverages that contain hemp-derived cannabidiol or CBD is prohibited under the Federal Food, Drug, and Cosmetic Act; therefore, if we decide to produce, market and/or sell beverages infused with hemp-derived cannabidiol, we may be subject to federal enforcement actions which could adversely affect our business and harm our reputation and brand

The FDA has jurisdiction over drugs and foods that contain CBD, including CBD derived from hemp. Under the Federal Food, Drug and Cosmetic Act or the FDCA, it is a prohibited act to introduce or deliver for introduction into interstate commerce any food (which the FDCA defines to include beverages) that is adulterated. The FDCA therefore prohibits the introduction or delivery for introduction of a food that contains CBD, because the FDCA deems a food to be adulterated if it bears or contains any food additive that is unsafe and CBD is presently an unsafe food additive under the FDCA and FDA regulations. The FDCA also states that it is a prohibited act to introduce or deliver for introduction into interstate commerce any food to which an FDA-approved drug has been added, unless certain exceptions are met. The FDA has approved a drug in which CBD is an active ingredient, and the agency has stated that based on available evidence, none of the exceptions apply to CBD. One of the exceptions addresses whether the drug was marketed in food before the FDA approved the drug and before the institution of any substantial clinical investigations involving the drug. The FDA has stated that interested parties may present the agency with evidence that has bearing on the issue of whether CBD was marketed in food before the FDA approved the CBD drug in 2018 or before the institution of substantial clinical investigations involving the CBD drug. FDA's current position is that this provision of the FDCA also prohibits the introduction or delivery for introduction into interstate commerce of a food to which CBD has been added.

Congress may decide to amend the FDCA to permit the use of hemp-derived CBD in food. The FDA may also decide to issue regulations or guidance that address the use of hemp-derived CBD in food or use its enforcement discretion with respect to hemp-derived CBD products. On May 31, 2019, the FDA held a public hearing, as well as providing a broader opportunity for written public comment, for stakeholders to share their experiences and challenges with CBD products, including information and views related to product safety. Based on this hearing, any legislative or regulatory action could take years to implement or finalize and may not include provisions that would enable our company to produce, market and/or sell hemp products or beverages that contain hemp-derived CBD. We risk becoming subject to adverse publicity and costly federal enforcement actions should we decide to produce, market and/or sell products infused with hemp-derived CBD in the United States. We may be required to expend significant resources in defending our company from such actions which could adversely affect our business and results of operations and divert the attention of management. We may also incur the risk of sustaining considerable damage to our reputation and brand should we become party to federal enforcement actions resulting from the production, marketing or sale of hemp-derived CBD infused products.

Accordingly, if Congress amended federal laws or FDA issued regulations or guidance permitting the use of hemp-derived CBD in food or announcing the agency's decision to use its enforcement discretion with respect to hemp-derived CBD products, we and our suppliers and vendors would be required to implement significant enterprise risk management measures to ensure that there is no commingling of CBD derived from marihuana, as "marihuana" is defined in the federal Controlled Substances Act, with any future commercial supply of hemp-derived CBD that is used to produce our products.

The FDA could force the removal of our products from the U.S. market.

The FDA has broad authority over the regulation of our products. The FDA could, among other things, force us to remove our products from the U.S. market, levy fines or change their regulations on advertising. Any adverse action by the FDA could have a material adverse impact on our business.

Government reviews, inquiries, investigations, and actions could harm our business or reputation.

As our product portfolio evolves, the regulatory environment with regard to our business is also evolving. Government officials often exercise broad discretion in deciding how to interpret and apply applicable laws or regulations. We may in the future receive formal and informal inquiries from various governmental regulatory authorities, as well as self-regulatory organizations or consumer protection watchdog groups, about our business and compliance with local laws, regulations, or standards. Any determination that our products, operations or activities, or the activities of our employees, contractors or agents, are not in compliance with existing laws, regulations or standards, could adversely affect our business in a number of ways. Even if such an inquiry does not result in the imposition of fines, interruptions to our business, loss of suppliers or other physical properties.third-party relationships, terminations of necessary licenses and permits, or similar direct results, the existence of the inquiry alone could potentially create negative publicity that could harm our business and/or reputation.

OUR EXECUTIVE OFFICESRisks Related to the Ownership of our Securities

Our common stock is subject to removal from the OTC Markets if we do not implement the reverse stock split by December 31, 2020.

Our executive officescommon stock is currently quoted on the OTCQB Tier of the OTC Markets. The last reported closing price of our common stock on December 1, 2020 was $0.008 per share. On September 4, 2020 we received notice from the OTC Markets that as the bid price of our common stock had closed below $0.01 for more than 30 consecutive calendar days, we no longer met the Standards for Continued Eligibility for OTCQB pursuant to the OTCQB Standards, Section 2.3(2), which states that the company must “maintain proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $0.01 per share on at least one of the prior 30 consecutive calendar days.” The OTC Markets granted us a cure period of 90 calendar days during which the minimum closing bid price for our common stock must be $0.01 or greater for 10 consecutive trading days in order to continue trading on the OTCQB marketplace. If this requirement is not met by December 31, 2020, as extended, we will be removed from the OTCQB marketplace. While our board of directors and majority stockholders have approved a reverse stock split of our common stock in a range of 1:300 to 1:310, the final ratio has not been determined and we have recently begun the process to effect the reverse stock split which we estimate will conclude by mid-January 2021. On the effective date of the reverse stock split, the bid price of our common stock will be increased in the same ratio has the reverse stock split, thereby bringing us back into compliance with the Standards for Continued Eligibility of the OTC Markets. If we are located at 1119 West 1st Ave., Ste. G, Spokane, Washington 99021.unable to obtain further extensions from the OTC Markets, it is possible our common stock will no longer be quoted on the OTCQB.  In that event, your ability to sell your common stock may be adversely impacted.

The reverse stock split will not change our authorized capital.  Following the reverse stock split our management may issue significant numbers of additional shares of our common stock thereby diluting the ownership interests of our current stockholders.

ITEM 1A. RISK FACTORS

Our authorized but unissued common stock may be issued at the direction of our board of directors at such times, in such amounts and upon such terms as our board of directors may determine, without further approval of our stockholders unless, in any instance, such approval is expressly required by law. In addition to providing sufficient authorized but unissued and unreserved shares of common stock to permit the full conversion of the Series A Preferred, the exercise of the warrants and/or the conversion of the convertible notes should the holders so elect to convert or exercise such securities, the reverse stock split will provide us with the ability to issue such additional shares of common stock for a variety of corporate purposes, including acquisitions involving the issuance of securities, capital raising transactions, business development efforts, or other proper corporate purposes. Our board of directors reviews and evaluates potential business combination transactions and other corporate actions on an ongoing basis to determine if such actions would be in the best interests of our company and our stockholders. The resulting increase in the number of authorized common shares as a result of the reverse stock split may affect the rights of existing holders of common shares to the extent that future issuances of common shares reduce each existing stockholder’s proportionate ownership and voting rights in our company. In addition, possible dilution caused by future issuances of common shares could be accompanied by a decline in the market price of our shares, assuming a market for our common stock continues, of which there is no assurance.

As a “smaller reporting company,Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 12b-2 ofunder the Securities Exchange Act weof 1934, as amended. Penny stocks generally are notequity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges. Our common stock is covered by an SEC rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, which are generally institutions with assets in excess of $5,000,000, or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the information calledrisks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. These requirements may reduce the potential market for our common stock by this Item.reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them and could cause our stock price to decline.

ITEM 1B. UNRESOLVED STAFF COMMENTS

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

None.Our management has previously determined that we did not maintain effective internal controls over financial reporting. For a detailed description of these material weaknesses and our remediation efforts and plans, see “Part II — Item 9A — Controls and Procedures.” If the result of our remediation of the identified material weaknesses is not successful, or if additional material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

ITEM 2. PROPERTIESITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2.PROPERTIES

Our current business address is 1119 West 1st Ave., Ste. G, Spokane, Washington 99021.6991 East Camelback Road Suite D-300 Scottsdale, AZ  85251. We believe that this space is adequaterent these facilities on a month-to-month basis for our current needs. Our telephone number is (253) 470-8043.a monthly rental of $200. 

ITEM 3. LEGAL PROCEEDINGSITEM 3.LEGAL PROCEEDINGS

We are not currently involved in anyknow of no material pending legal proceedings andto which our company is a party. In addition, we aredo not awareknow of any pending or potential legal actions.such proceedings contemplated by any governmental authorities.

ITEM 4. MINE SAFETY DISCLOSURES.ITEM 4.MINE SAFETY DISCLOSURES.

None.

PART II

PART IIITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION

Market Information 

Since February 6, 2017, ourOur shares of common stock have beenare quoted on the OTCPink tierOTCQB Tier of the OTC Markets Group, Inc. (the “OTC Markets Group”) under the stock symbol “MYYZ”. The following table shows“GMVP.” On December 10, 2020, the last reported high and low closing bid prices per share forsale price of our common stock based on information provided by the OTC Markets Group. The over-the-counter market quotations set forth forOTCQB was $0.0094 per share, which such price did not give effect to the pending reverse stock split of our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

		Common Stock Bid Price
Financial Quarter Ended		High ($)				Low ($)
August 31, 2017			0.025				0.025
May 31, 2017			0.025				0.025
February 28, 2017			0.025				0.025

HOLDERS

described below.  As of December 11, 201714, 2020, there were 84 record holders of our common stock. 

Pending Reverse Stock Split

 On December 4, 2020 the Company had approximately 132,637,500filed a definitive Information Statement on Schedule 14C (the “Information Statement”) with the SEC and mailed same to its stockholders immediately thereafter.  The Information Statement provided notice that on December 2, 2020 the Company’s board of directors and majority stockholders approved a proposal to amend (the “Amendment”) the Company’s Articles of Incorporation, as amended, to authorize the board to effect a reverse stock split of all of our issued and outstanding common stock at a ratio of not less than 1-for-300 and not more than 1-for-310, with the board having the discretion as to when such reverse stock split would be effected (at any time on or prior to December 2, 2021) and the exact ratio of the reverse stock split to be set at a whole number within the above range as determined by the board of directors in its sole discretion.  As of the date of this report, the board has not fixed a ratio for the pending reverse stock split.  The principal reasons for the reverse stock split are set forth in the Information Statement and including our need to regain compliance with OTC Markets, Inc. Standards for Continued Eligibility and an insufficient number of shares of authorized, but unissued and unreserved shares of common stock issuedto provide for full conversion of outstanding shares of our Series A Preferred and outstanding held by approximately 82 holders of record.convertible promissory notes.  See Item 1A. Risk Factors appearing earlier in this report.

DIVIDENDSDividends

Historically, weThe payment of dividends, if any, in the future, rests within the sole discretion of our board of directors. The payment of dividends will depend upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. We have not paiddeclared any cash dividends to the holderssince our inception and have no present intention of paying any cash dividends on our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.future.

TRANSFER AGENTTransfer Agent

Our transfer agent is Empire Stock Transfer, Inc. (“Empire Stock Transfer”), whose address 1859 Whitney Mesa Dr., Henderson, Nevada 89014. Empire Stock Transfer’s telephone number is (702) 818-5898.

RECENT SALES OF UNREGISTERED SECURITIESRecent Sales of Unregistered Securities

None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANSPurchases of Equity Securities by the Issuer and Affiliated Purchasers

We have not established any compensation plans under which equity securities are authorized for issuance.On, January 28, 2020, the Company entered into an agreement to repurchase 77,872,500 restricted shares of the Company’s common stock from an investor. The Company paid $80,000 or $.00103 per share and immediately retired the shares.

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during the year ended August 31, 2017.

ITEM 6. SELECTED FINANCIAL DATA

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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ITEM 6.SELECTED FINANCIAL DATA

Not Applicable

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report on Form 10-K.

Overview

Our products are marketed and available through our website www.gridironMVP.com. We intend to engage a distribution partner that has a sufficient broker network and co-packer/manufacturer in order distribute our products through several channels. We believe there will be an increasing demand for enhanced and functional products in 2021 as consumers look for healthy alternatives to enhance their lifestyle. We expect our brand to capitalize on this and potential consumer demand.  We plan to continue to look for opportunities with industrial hemp growers, processors that we can engage in a tolling and/or collaboration agreement.  We believe these types of relationships could assist in stabilizing our raw material supply chain as well as give us positive exposure within the marketplace. 

To date we have:

Cash Flows

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The Company was incorporated in the State of Nevada on July 31, 2014 and established a fiscal year end of August 31.

CRITICAL ACCOUNTING POLICIES

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

Basis of Accounting

The Company’sOur financial statements are prepared using the accrual method ofgenerally accepted accounting and are presentedprinciples in the United States Dollars.

Cashof America applicable to a going concern, which contemplates the realization of assets and Cash Equivalents

The Company considers all highly liquid instruments purchased with maturitiessatisfaction of one year or lessliabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

Fair Value of Financial Instruments

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

Recent Accounting Pronouncements

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

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RESULTS OF OPERATIONS

For the years ended August 31, 2017 and 2016, we generated no revenues.

For the year ended August 31, 2017, we incurredcover our operating expenses of $35,850, consisting of professional fees of $21,675, and office and general expenses of $14,175. By way of comparison, for the year ended August 31, 2016, we incurred operating expenses of $35,008, consisting of professional fees of $19,638, and office and general expenses of $15,370.

We incurred net losses of $35,850 and $35,008 for the years ended August 31, 2017 and 2016, respectively. The following table provides selected financial data about our company at August 31, 2017 and 2016.

Balance Sheet Data		August 31, 2017				August 31, 2016
Cash and Cash Equivalents		$	4,877			$	5,108
Total Assets		$	6,752			$	5,108
Total Liabilities		$	76,681			$	49,187
Shareholders’ Equity (Deficit)		$	(69,929	)		$	(44,079	)

GOING CONCERN

To date the Company only generated nominal revenues and consequently has incurred recurring losses from operations. We do not have sufficient funds to support our daily operations for the next 12 months. Thecosts. Our ability of the Company to continue as a going concern is dependent on raisingour company obtaining additional capital to fund operating losses until we become profitable. If we are unable to obtain additional capital, we could be forced to significantly curtail or cease operations.

We have only realized nominal revenues from our business. In the next 12 months, we plan to identify business planto whom we can license and/or distribute our brand and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubtproduct(s) as to the Company’s abilitywell as seek additional opportunities to continue as a going concern.

COVID-19

In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020.

Specifically, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. To date, COVID has directly impacted the ability we have to participate in trade show events and other in-person marketing.  Although retailers which may carry our products may be considered essential businesses and therefore be allowed to remain operational, they may experience significantly reduced demand. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory to our customers. Further, such risks could also adversely affect retail customers’ financial condition, resulting in reduced spending on our products, which are marketed as premium products. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations, if our employees or the employees of our sourcing partners who cannot perform their responsibilities from home, are not able to report to work. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our co-packing facilities or operations of our sourcing partners.

Critical Accounting Policies

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

Results of Operations

Overview. We had revenues of $1,181 and $79,246 for the years ended August 31, 2020 and 2019, respectively. We incurred a net loss of $2,580,068 and $170,067 for the years ended August 31, 2020 and 2019, respectively. The increase in net loss of $2,410,001 is attributable to the factors discussed below.

Revenues. We had revenues from operations of $1,181 and $79,246 for the year ended August 31, 2020 and 2019, respectively. Our 2020 and 2019 revenues consisted primarily of our retail line of health water infused with probiotics and minerals. The decrease of $78,065 of revenues resulted from the Company is attemptingmoving away from the retail line of health water infused with probiotics and minerals. The extent to commencewhich, and the amount of, revenues which may be generated from our future business operations and activities is unknown.

Gross Margin. Once cost of revenue and other expenses to generate sufficient revenue; however,revenue are considered, we had negative gross margins of $1,783 and $9,955 from our operations for the Company’s cash position may not be sufficientyears ended August 31, 2020 and 2019, respectively. The decrease of $8,172 was a result of the small revenues during the year ended August 31, 2020 compared to support its daily operations. Whilethe year ended December 31, 2019.

Expenses. Our operating expenses were $215,095 and $616,776for the years ended August 31, 2020 and 2019, respectively. The decrease of $401,681 was primarily attributable to the Company believesmoving away from the retail line of health water infused with probiotics and minerals. As a result, professional fees decreased approximately $208,000, advertising decreased approximately $92,000, general and administrative expenses decreased approximately $77,000, stock-based compensation decreased approximately $19,000 and consulting fees decreased approximately $6,000.

Other (Income) Expense. Our total other (income) expense was $2,363,190 and ($456,664) for the years ended August 31, 2020 and 2019, respectively. The $2,819,854 increase in expenses was attributable to a $1,090,121 increase in expenses related to our convertible notes payable and preferred stock warrants for the change in fair value of the derivative liability and interest accretion, a $838,403 increase in debt/equity issuance costs on our three new convertible notes payables,  a $385,502 increase in net interest expense on our notes payable, notes receivable, convertible notes payable for our 3 new convertible notes payable, a $546,366 increase in impairment expense as we impaired an uncollectible notes receivable and inventory write-offs, offset by $40,538 other income from the write-off of various payables and other items.

Liquidity and Capital Resources

For the year ended August 31, 2020, we used net cash of $410,248 for operating activities.  We used $300,000 from investing activities for two notes receivable investments of $300,000 (see Note 4 (Notes Receivable) in the viabilityaccompanying Item 8: Financial Statements).  Net cash of its strategy to commence operations$709,154 was provided by financing activities from proceeds of convertible notes payable $828,000 from an investor less repayments of principal and generate sufficient revenueinterest of $38,846 and in its ability to raisefor a repurchase and retirement of common stock of $80,000 from an investor.  We will require additional funds, there can be no assurances to that effect. The ability of the Companycapital to continue as a going concern is dependent upon its abilityconcern.  As set forth in Note 5 to further implement its business plan and generate sufficient revenue and its abilitythe notes to raise additional funds by wayconsolidated financial statements appearing earlier in this report, we are currently in default under the repayment terms of a public or private offeringconvertible promissory notes in the aggregate amount of $831,170 (net of debt discounts). 

Current Assets

We had total assets of $208,603 as of August 31, 2020, which consisted of $17,881 cash, inventory of 37,450, prepaid expenses of $13,945, notes receivable (net of discount) of $132,852 from our Participation Agreement with Libertas Funding, LLC (see Note 4 (Notes Receivable) in the accompanying Item 8: Financial Statements), equity investment (net of discount) of $2,783, equipment of $2,012, (net of accumulated depreciation) and trademarks of $1,680.

Current Liabilities

We had total liabilities of $2,886,610 as of August 31, 2020 consisting of accounts payable and accrued expenses of $443,496, related party payable of $73,469 due our CEO, derivative liability of $1,454,480, note payable, current portion of $10,0000, note payable, convertible notes payable net of discount of $831,170 (for further information and details on convertible notes which have been issued, see Note 5 (Convertible Notes Payable) in the accompanying Item 8: Financial Statements) and dividends payable of $73,995.

The Company is currently in default representing $831,170 (net of debt discounts); this debt can be converted into common stock at the discretion of the lender.  If the lender decides to convert to common stock it would be a significant dilutive event to holders of the common stock.  Although we are currently working to refinance and/or restructure the notes with the lender(s) we can provide no guarantee or assurance that we will be able to negotiate favorable terms, if we are unable to refinance or restructure the notes under favorable terms it could result in a complete loss of any investment made into the Company and we may have to cease operations.

The conversion of preferred shares, warrants and convertible debt to common shares could potentially bring the number of common shares to a total of approximately 467,357,000 shares, which would exceed the authorized shares by approximately 267,357,000 shares. Due to existing restrictions limiting the holder of a convertible note to receive, upon conversion, shares of common stock which will not exceed 4.9% of our issued and outstanding common stock, there is no imminent requirement that the number of our authorized capital stock be increased. At an appropriate time, the Company envisions seeking shareholder approval of an increase in the Company’s authorized capitalization to some greater number of authorized shares, but the Company cannot provide any assurance that the Company will be able to obtain the necessary shareholder approval. If the Company fails to obtain shareholder approval for the increase in authorized capitalization, the Company may be in default under the terms of the preferred conversion and warrants and convertible promissory notes payable.

LIQUIDITY AND CAPITAL RESOURCESCash Requirements

At August 31, 2017,2020, we had a cash balance of $4,877,$17,881, total current liabilities of approximately $76,681.$2,886,610. Such cash amount of $4,877 was$17,881 is not sufficient to commencecontinue our 12-month plan of operation. We will need to raise fundscapital to commencerealize our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

PLAN OF OPERATION

We have not yet generated or realized any revenues from our business. In the next 12 months, we plan to identify business to whom we can license our brand name.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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ITEM 8. FINANCIAL STATEMENTS

My Cloudz, Inc.

August 31, 2017 and August 31, 2016

Index to the Financial Statements

Contents		Page(s)
Report of Independent Registered Public Accounting Firm			F-2
Balance sheets at August 31, 2017 and August 31, 2016			F-3
Statements of operations for the years ended August 31, 2017 and August 31, 2016			F-4
Statements of changes in stockholders’ equity (deficit) for the years ended August 31, 2017 and August 31, 2016			F-5
Statements of cash flows for the years ended August 31, 2017 and August 31, 2016			F-6
Notes to the financial statements			F-7

F-1

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PLS CPA, A PROFESSIONAL CORP. t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t t TELEPHONE (858)722-5953 t FAX (858) 764-5480 t E-MAIL changgpark@gmail.com t

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

My Cloudz, Inc.

We have audited the accompanying balance sheet of My Cloudz, Inc. (the “Company”) as of August 31, 2017 and 2016 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of My Cloudz, Inc. as of August 31, 2017 and 2016, and the result of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PLS CPA                                        

PLS CPA, A Professional Corp.

December 14, 2017

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

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MY CLOUDZ, INC.

BALANCE SHEETS

		August 31, 2017				August 31, 2016
ASSETS
CURRENT ASSETS
Cash		$	4,877			$	5,108
Prepaid			1,875				-
TOTAL ASSETS		$	6,752			$	5,108
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable			774				22,000
Due to related party (Note 4)			75,907				27,187
TOTAL LIABILITIES			76,681				49,187
STOCKHOLDERS’ DEFICIT
Common Stock
Authorized
200,000,000 shares of common stock, $0.001 par value
Issued and outstanding
62,637,500 shares of common stock (August 31, 2016 – 52,637,500)			62,638				52,638
Additional Paid-in capital			(43,619	)			(43,619	)
Accumulated deficit			(88,948	)			(53,098	)
TOTAL STOCKHOLDERS’ DEFICIT			(69,929	)			(44,079	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	6,752			$	5,108

On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.

The accompanying notes are an integral part of these condensed financial statements.

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MY CLOUDZ, INC.

STATEMENT OF OPERATIONS

(Audited)

		Year ended August 31, 2017				Year ended August 31, 2016
REVENUE		$	-			$	-
EXPENSES
Office and general		$	14,175			$	15,370
Professional fees			21,675				19,638
TOTAL EXPENSES			(35,850	)			(35,008	)
NET LOSS			(35,850	)			(35,008	)
BASIC NET LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING			55,158,048				41,823,938

On March 15, 2016, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a basis of 250 new common shares for 1 old common share. All shares amounts have been retroactively adjusted for all periods presented.

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

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MYCLOUDZ, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM JULY 31, 2014 (INCEPTION) TO AUGUST 31, 2016

(Audited)

		Common Stock												Additional
		Number of shares				Amount				Paid-in Capital				Accumulated Deficit				Total
Balance, July 31, 2014			-			$	-			$	-			$	-			$	-
Net loss for the year ended August 31, 2014			-				-				-				(3,567	)			(3,567	)
Balance, August 31, 2014			-				-				-				(3,567	)			(3,567	)
Common shares issued for cash -- At $0.000004 per share November 10, 2014			1,250,000,000				1,250,000				(1,245,000	)			-				5,000
Net loss for the year ended August 31, 2015			-				-				-				(14,523	)			(14,523	)
Balance, August 31, 2015			1,250,000,000				1,250,000				(1,245,000	)			(18,090	)			(13,090	)
Shares cancelled – at $0.000000008 per share, March 15, 2016			(1,217,500,000	)			(1,217,500	)			1,217,490				-				(10	)
Common shares issued for cash – At $0.0002 per share March 15, 2016			20,137,500				20,138				(16,109	)			-				4,029
Net loss for the year ended August 31, 2016			-				-				-				(35,008	)			(35,008	)
Balance, August 31, 2016			52,637,500				52,638				(43,619	)			(53,098	)			(44,079	)
Common shares issued for cash at $0.001 per share June 1, 2017			5,000,000				5,000				-				-				5,000
Common shares issued for services at $0.001 per share June 1, 2017			5,000,000				5,000				-				-				5,000
Net loss for the year ended August 31, 2017			-				-				-				(35,850	)			(35,850	)
Balance, August 31, 2017			62,637,500			$	62,638			$	(43,619	)		$	(88,948	)		$	(69,929	)

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

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MY CLOUDZ, INC.

STATEMENTS OF CASH FLOWS

(Audited)

		Year ended August 31, 2017				Year ended August 31, 2016
OPERATING ACTIVITIES
Net loss for the period		$	(35,850	)		$	(35,008	)
Adjustments to reconcile net loss to net cash used in operating activities			-
Changes in operating assets and liabilities
Accounts payable			(21,226	)			22,000
Prepaid			(1,875	)
NET CASH USED IN OPERATING ACTIVITIES			(58,951	)			(13,008	)
NET CASH USED IN INVESTING ACTIVITIES			-				-
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			5,000				4,029
Services rendered for common stock			5,000				(10	)
Proceeds from related parties			48,720				13,510
NET CASH PROVIDED BY FINANCING ACTIVITIES			58,720				17,528
NET DECREASE IN CASH			(231	)			4,521
CASH, BEGINNING OF PERIOD			5,108				587
CASH, END OF PERIOD		$	4,877			$	5,108
SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING AND FINANCING ACTIVITIES:
Cash paid during the period for:
Interest		$	-			$	-
Income taxes		$	-			$	-

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

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MY CLOUDZ, INC. NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2017 (Audited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

My Cloudz, Inc. was incorporated in the State of Nevada as a for-profit Company on July 31, 2014 and established a fiscal year end of August 31. The Company intends to market and sell its planned online data storage through its intended website.

Going concernConcern

To date the Company hasonly generated nonominal revenues from its business operations and consequently has incurred operatingrecurring losses since inception of $88,948. As at August 31, 2017from operations. We do not have sufficient funds to support our daily operations for the Company has a working capital deficit of $ 69,929. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses.next twelve (12) months. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initialour business planmodel and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

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

OFF-BALANCE SHEET ARRANGEMENTS

Not Applicable.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable 

ITEM 8.FINANCIAL STATEMENTS

GRIDIRON BIONUTRIENTS, INC.

Financial Statements

August 31, 2020

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and advances from related partiesStockholders of Gridiron BioNutrients, Inc. 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gridiron BioNutrients, Inc. (“the Company”) as may be required. As of August 31, 20172020 and 2019, and the Company has funded initial expensed through advances from the president. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements present the balance sheet,related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the Company. Theseyears in the two-year period ended August 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements are presentedpresent fairly, in all material respects, the financial position of the Company as of August 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the United States dollars and have been preparedtwo-year period ended August 31, 2020, in accordanceconformity with accounting principles generally accepted in the United States.States of America.

Comprehensive LossGoing Concern

“Reporting Comprehensive Income” establishesThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit and net losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audits 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 reportingpurpose of expressing an opinion on the effectiveness of the Company’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 display of comprehensive lossperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and its componentsdisclosures in the financial statements. AsOur 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.

GRIDIRON BIONUTRIENTS, INC.

CONSOLIDATED BALANCE SHEETS

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

GRIDIRON BIONUTRIENTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

GRIDIRON BIONUTRIENTS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)