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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

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

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

There were ~~233,011,454~~237,931,411 shares of the Registrant’s $0.001 par value common stock outstanding as of ~~July 10, 2020.~~January 11, 2021.

							November 30,			August 31,
	May 31, 2020			August 31, 2019			2020			2020
	(unaudited)						(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,394,366		$	2,083,666		$	1,970,391		$	2,067,718
Accounts receivable, net		1,117,072			1,463,529			1,460,839			1,732,432
Other receivables, current portion		1,053,906			300,994			225,924			302,664
Prepaid expenses and other current assets		364,154			250,398			497,441			191,723
Total current assets		3,929,498			4,098,587			4,154,595			4,294,537

Property and equipment, net		347,243			410,188			333,162			353,660
Intangible assets		27,992,798			22,358,567
Intangible assets, net								26,287,134			26,623,448
Right-of-use assets		2,800,130			3,004,017			2,670,347			2,810,556
Other receivables, net of current portion		272,363			1,062,241			365,988			287,775
Acquisition deposits		627,335			716,688			385,250			383,700
Goodwill		602,829			623,081			639,515			636,942
TOTAL ASSETS	$	36,572,196		$	32,273,369		$	34,835,991		$	35,390,618

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable	$	672,066		$	1,144,812		$	895,431		$	883,773
Accrued expenses		156,265			205,784			227,047			194,708
Accrued interest (principally to related parties)		343,425			248,582			350,563			346,264
Government loans and note payable		80,004			-			83,540			83,292
Due to related parties		742,816			920,083			481,250			528,213
Operating lease liability, current portion		535,358			508,305			556,675			563,793
Total current liabilities		2,529,934			3,027,566			2,594,506			2,600,043

Debentures, related parties		1,162,536			1,201,591			955,904			952,058
Operating lease liability, net of current portion		2,281,174			2,500,004			2,136,683			2,266,887
TOTAL LIABILITIES		5,973,644			6,729,161			5,687,093			5,818,988

Commitments and contingencies		-			-			-			-

STOCKHOLDERS’ EQUITY
STOCKHOLDERS' EQUITY
Novo Integrated Sciences, Inc.
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at May 31, 2020 and August 31, 2019
Common stock; $0.001 par value; 499,000,000 shares authorized; 233,011,454 and 223,691,507 shares issued and outstanding at May 31, 2020 and August 31, 2019		233,011			223,691
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at November 30, 2020 and August 31, 2020, respectively
Common stock; $0.001 par value; 499,000,000 shares authorized; 235,531,411 and 234,662,363 shares issued and outstanding at November 30, 2020 and August 31, 2020, respectively								235,531			234,662
Additional paid-in capital		41,614,335			35,813,203			45,033,389			44,694,258
Other comprehensive income		1,077,221			1,138,919			1,210,292			1,199,696
Accumulated deficit		(12,282,872	)		(11,591,973	)		(17,278,597	)		(16,507,127	)
Total Novo Integrated Sciences, Inc. stockholders’ equity		30,641,695			25,583,840
Total Novo Integrated Sciences, Inc. stockholders' equity								29,200,615			29,621,489
Noncontrolling interest		(43,143	)		(39,632	)		(51,717	)		(49,859	)
Total stockholders’ equity		30,598,552			25,544,208
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	36,572,196		$	32,273,369
Total stockholders' equity								29,148,898			29,571,630
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY							$	34,835,991		$	35,390,618

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

For the Three ~~and Nine~~ Months Ended ~~May 31,~~November 30, 2020 and ~~May 31,~~ 2019 (unaudited)

													Three Months Ended
	Three Months Ended						Nine Months Ended						November 30,			November 30,
	May 31, 2020			May 31, 2019			May 31, 2020			May 31, 2019			2020			2019
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)

Revenues	$	1,038,226		$	2,489,575		$	6,015,700		$	7,001,607		$	2,155,506		$	2,548,610

Cost of revenues		559,976			1,556,865			3,778,777			4,305,688			1,344,056			1,632,941

Gross profit		478,250			932,710			2,236,923			2,695,919			811,450			915,669

Operating expenses:
Selling expenses		2,389			3,846			4,495			33,085			1,243			1,222
General and administrative expenses		554,412			991,992			2,538,572			3,020,001			1,567,931			991,272
Total operating expenses		556,801			995,838			2,543,067			3,053,086			1,569,174			992,494

Loss from operations		(78,551	)		(63,128	)		(306,144	)		(357,167	)		(757,724	)		(76,825	)

Non operating income (expense)
Interest income		25,773			4,090			81,145			13,473			8,562			28,195
Interest expense		(48,245	)		(41,735	)		(126,291	)		(136,643	)		(23,941	)		(40,329	)
Write off of acquisition deposit		-			-			(344,521	)		-
Total other income (expense)		(22,472	)		(37,645	)		(389,667	)		(123,170	)		(15,379	)		(12,134	)

Loss before income taxes		(101,023	)		(100,773	)		(695,811	)		(480,337	)		(773,103	)		(88,959	)

Income tax expense		-			-			-			-			-			-

Net loss	$	(101,023	)	$	(100,773	)	$	(695,811	)	$	(480,337	)	$	(773,103	)	$	(88,959	)

Net loss attributed to noncontrolling interest		(2,728	)		(1,515	)		(4,912	)		(10,162	)		(1,633	)		(839	)

Net loss attributed to Novo Integrated Sciences, Inc.	$	(98,295	)	$	(99,258	)	$	(690,899	)	$	(470,175	)	$	(771,470	)	$	(88,120	)

Comprehensive loss:
Net loss		(101,023	)		(100,773	)		(695,811	)		(480,337	)		(773,103	)		(88,959	)
Foreign currency translation gain (loss)		(50,624	)		(63,607	)		(61,698	)		(37,627	)
Foreign currency translation gain														10,596			5,200
Comprehensive loss:	$	(151,647	)	$	(164,380	)	$	(757,509	)	$	(517,964	)	$	(762,507	)	$	(83,759	)

Weighted average common shares outstanding - basic and diluted		232,948,482			223,258,368			229,138,297			215,193,998			235,083,530			223,873,170

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

For the ~~Nine~~Three Months Ended ~~May 31,~~November 30, 2020 and ~~May 31,~~ 2019 (unaudited)

	Common Stock				Additional Paid-in			Other Comprehensive			Accumulated			Total Novo Stockholders’			Noncontrolling			Total														Total
																											Additional		Other					Novo
																							Common Stock				Paid-in		Comprehensive		Accumulated			Stockholders’			Noncontrolling			Total
																							Shares		Amount		Capital		Income		Deficit			Equity			Interest			Equity
Balance, August 31, 2020																								234,662,363	$	234,662	$	44,694,258	$	1,199,696	$	(16,507,127	)	$	29,621,489		$	(49,859	)	$	29,571,630

Common stock issued for cash																								219,048		219		91,781		-		-			92,000			-			92,000
Common stock issued for services																								650,000		650		247,350		-		-			248,000			-			248,000
Foreign currency translation loss																								-		-		-		10,596		-			10,596			(225	)		10,371
Net loss																								-		-		-		-		(771,470	)		(771,470	)		(1,633	)		(773,103	)

Balance, November 30, 2020																								235,531,411	$	235,531	$	45,033,389	$	1,210,292	$	(17,278,597	)	$	29,200,615		$	(51,717	)	$	29,148,898
	Shares		Amount		Capital			Income			Deficit			Equity			Interest			Equity
Balance, August 31, 2019		223,691,507	$	223,691	$	35,813,203		$	1,138,919		$	(11,591,973	)	$	25,583,840		$	(39,632	)	$	25,544,208			223,691,507	$	223,691	$	35,813,203	$	1,138,919	$	(11,591,973	)	$	25,583,840		$	(39,632	)	$	25,544,208

Common stock issued for cash		354,369		355		113,044			-			-			113,399			-			113,399			354,369		355		113,044		-		-			113,399			-			113,399
Foreign currency translation loss		-		-		-			5,200						5,200			(123	)		5,077			-		-		-		5,200		-			5,200			(123	)		5,077
Net loss		-		-		-			-			(88,120	)		(88,120	)		(839	)		(88,959	)		-		-		-		-		(88,120	)		(88,120	)		(839	)		(88,959	)

Balance, November 30, 2019		224,045,876		224,046		35,926,247			1,144,119			(11,680,093	)		25,614,319			(40,594	)		25,573,725			224,045,876	$	224,046	$	35,926,247	$	1,144,119	$	(11,680,093	)	$	25,614,319		$	(40,594	)	$	25,573,725

Common stock issued for licensing agreement		8,000,000		8,000		5,240,000			-			-			5,248,000			-			5,248,000
Foreign currency translation loss		-		-		-			(16,274	)		-			(16,274	)		426			(15,848	)
Net loss		-		-		-			-			(504,484	)		(504,484	)		(1,345	)		(505,829	)

Balance, February 29, 2020		232,045,876		232,046		41,166,247			1,127,845			(12,184,577	)		30,341,561			(41,513	)		30,300,048

Common stock issued for software license		965,578		965		385,266			-			-			386,231			-			386,231
Fair value of modification of stock option terms		-		-		62,822			-			-			62,822			-			62,822
Foreign currency translation loss		-		-		-			(50,624	)					(50,624	)		1,098			(49,526	)
Net loss		-		-		-			-			(98,295	)		(98,295	)		(2,728	)		(101,023	)

Balance, May 31, 2020		233,011,454	$	233,011	$	41,614,335		$	1,077,221		$	(12,282,872	)	$	30,641,695		$	(43,143	)	$	30,598,552

Balance, August 31, 2018		207,881,743	$	207,882	$	10,053,683		$	1,139,815		$	(11,199,989	)	$	201,391		$	(28,621	)	$	172,770

Common stock issued for cash		563,222		563		531,366			-			-			531,929			-			531,929
Fair value of vested stock options		-		-		70,846			-			-			70,846			-			70,846
Foreign currency translation loss		-		-		-			(1,785	)					(1,785	)		530			(1,255	)
Net loss		-		-		-			-			(251,416	)		(251,416	)		(5,168	)		(256,584	)

Balance, November 30, 2018		208,444,965		208,445		10,655,895	��		1,138,030			(11,451,405	)		550,965			(33,259	)		517,706

Common stock issued for cash		2,144,891		2,145		2,045,849			-			-			2,047,994			-			2,047,994
Common stock issued for interest in joint venture		12,000,000		12,000		21,588,000			-			-			21,600,000			-			21,600,000
Common stock issued for software license		458,349		458		758,109			-			-			758,567			-			758,567
Foreign currency translation loss		-		-		-			27,765						27,765			(360	)		27,405
Net loss		-		-		-			-			(119,501	)		(119,501	)		(3,479	)		(122,980	)

Balance, February 28, 2019		223,048,205		223,048		35,047,853			1,165,795			(11,570,906	)		24,865,790			(37,098	)		24,828,692

Common stock issued for cash		537,331		537		647,638			-			-			648,175			-			648,175
Foreign currency translation loss		-		-		-			(63,607	)					(63,607	)		530			(63,077	)
Net loss		-		-		-			-			(99,258	)		(99,258	)		(1,077	)		(100,335	)

Balance, May 31, 2019		223,585,536	$	223,585	$	35,695,491		$	1,102,188		$	(11,670,164	)	$	25,351,100		$	(37,645	)	$	25,313,455

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

For the ~~Nine~~Three Months Ended ~~May 31,~~November 30, 2020 and ~~May 31,~~ 2019 (unaudited)

							Three Months Ended
	Nine Months Ended						November 30,			November 30,
	May 31, 2020			May 31, 2019			2020			2019
	(unaudited)			(unaudited)			(unaudited)			(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(695,811	)	$	(480,337	)	$	(773,103	)	$	(88,959	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		54,681			71,256
Fair value of vested stock options		-			70,846
Expense associated with modified stock option terms		62,822			-
Depreciation and amortization								357,924			19,918
Common stock issued for services								248,000			-
Operating lease expense		398,039			98,316			149,379			125,561
Write off of acquisition deposit		344,521			-
Changes in operating assets and liabilities:
Accounts receivable		305,966			(91,318	)		274,577			(165,451	)
Prepaid expenses and other current assets		(123,729	)		7,182			(300,743	)		(51,300	)
Accounts payable		(448,202	)		18,628			8,552			(71,066	)
Accrued expenses		(44,280	)		(167,126	)		31,067			(21,959	)
Accrued interest		105,359			38,076			2,858			77,903
Operating lease liability		(385,500	)		(96,498	)		(146,614	)		(122,510	)
Net cash used in operating activities		(426,134	)		(530,975	)		(148,103	)		(297,863	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(3,897	)		(103,035	)
Payment for acquisition deposit		(636,985	)		(377,000	)		-			(264,185	)
Amounts loaned for other receivables		-			(225,924	)
Return of acquisition deposit		372,800			-			-			378,200
Net cash used in investing activities		(268,082	)		(705,959	)

Net cash provided by investing activities								-			114,015

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments to related parties		(150,849	)		(151,257	)		(48,389	)		(83,252	)
Proceeds from government loans and note payable		81,380			-
Proceeds from the sale of common stock		113,399			3,228,098			92,000			113,399
Net cash provided by financing activities		43,930			3,076,841			43,611			30,147

Effect of exchange rate changes on cash and cash equivalents		(39,014	)		(37,309	)		7,165			1,737

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(689,300	)		1,802,598
NET DECREASE IN CASH AND CASH EQUIVALENTS								(97,327	)		(151,964	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		2,083,666			675,705
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR								2,067,718			2,083,666

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,394,366		$	2,478,303
CASH AND CASH EQUIVALENTS, END OF YEAR							$	1,970,391		$	1,931,702

CASH PAID FOR:
Interest	$	95,085		$	104,443		$	19,642		$	25,608
Income taxes	$	-		$	-		$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for intangible assets	$	5,634,231		$	22,358,567

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

For the ~~Nine~~Three Months Ended ~~May 31,~~November 30, 2020 and ~~May 31,~~ 2019 (unaudited)

Novo Integrated Sciences, Inc. (“Novo Integrated”) was incorporated in Delaware on November 27, 2000, under the name Turbine Truck Engines, Inc. On February 20, 2008, the Company was re-domiciled to the State of Nevada. Effective July 12, 2017, the Company’s name was changed to Novo Integrated Sciences, Inc. When used herein, the terms the “Company,” “we,” “us” and “our” refer to Novo Integrated and its consolidated subsidiaries.

The Company ~~delivers multi-disciplinary~~owns Canadian and U.S. subsidiaries which deliver, or intend to deliver, multidisciplinary primary ~~healthcare~~health care related services and products through ~~our~~the integration of medical technology, advanced therapeutics and rehabilitative science. Currently, the Company’s revenue is generated solely through its wholly owned Canadian subsidiary, Novo Healthnet Limited (“NHL”), which provides services and products through both clinic and eldercare related operations.

Through NHL’s 16 corporate-owned clinics, ~~and~~ a contracted network of 103 affiliate clinics and ~~220~~218 eldercare ~~centric~~related long-term care homes, ~~located across Canada. Our~~retirement homes and community-based locations in Canada, our team of multidisciplinary primary health care clinicians and practitioners ~~and staff are trained for~~provide assessment, diagnosis, treatment, pain management, rehabilitation, education and primary ~~prevention.~~prevention for a wide array of orthopedic, musculoskeletal, sports injury, and neurological conditions across various demographics including pediatric, adult, and geriatric populations. Our specialized multidisciplinary primary health care services ~~and products~~ include physiotherapy, chiropractic care, manual/manipulative therapy, occupational therapy, eldercare, ~~laser therapeutics,~~ massage therapy (including pre- and post-partum), acupuncture and functional dry needling, chiropody, stroke and traumatic brain injury/neurological ~~functions,~~rehabilitation, kinesiology, vestibular therapy, concussion management and baseline testing, trauma sensitive yoga and meditation for concussion-acquired brain injury and occupational stress-PTSD, women’s pelvic health programs, sports medicine therapy, assistive devices, dietitian, holistic nutrition, fall prevention education, sports team conditioning programs including event and game coverage, and private personal training. ~~We do~~

Our clinicians and practitioners provide certain multidisciplinary primary health care services, and related products, beyond the medical doctor first level contact identified as primary care. Our clinicians and practitioners are not ~~provide primary care~~licensed medical ~~services, none of our employees~~doctors, physicians, specialist, nurses or nurse practitioners. Our clinicians and practitioners are not authorized to practice primary care medicine and ~~our services do~~they are not ~~require a medical or nursing license.~~medically licensed to prescribe pharmaceutical based product solutions.

Since inception and through May 9, 2017, our activities and business operations were limited to raising capital, organizational matters and the implementation of our business plan related to research, development, testing and commercialization of various alternative energy technologies.

On April 25, 2017 (the “Effective Date”), we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and between (i) Novo Integrated; (ii) ~~Novo Healthnet Limited (“NHL”),~~NHL, (iii) ALMC-ASAP Holdings Inc. (“ALMC”); (iv) Michael Gaynor Family Trust (the “MGFT”); (v) 1218814 Ontario Inc. (“1218814”) and (vi) Michael Gaynor Physiotherapy Professional Corp. (“MGPP,” and together with ALMC, MGFT and 1218814, the “NHL Shareholders”). Pursuant to the terms of the Share Exchange Agreement, Novo Integrated agreed to acquire, from the NHL Shareholders, all of the shares of both common and preferred stock of NHL held by the NHL Shareholders in exchange for the issuance, by Novo Integrated to the NHL Shareholders, of shares of Novo ~~Integrated~~Integrated’s common stock such that following the closing of the Share Exchange Agreement, the NHL Shareholders would own 167,797,406 restricted shares of Novo Integrated common stock, representing 85% of the issued and outstanding Novo Integrated common stock, calculated including all granted and issued options or warrants to acquire Novo Integrated common stock as of the Effective Date, but to exclude shares of Novo Integrated common stock that are subject to a then-current Regulation S offering that was undertaken by Novo Integrated (the “Exchange”).

On May 9, 2017, the Exchange closed and, as a result, NHL became a wholly owned subsidiary of Novo Integrated.

The Exchange was accounted for as a reverse acquisition under the purchase method of accounting since NHL obtained control of Novo Integrated Sciences, Inc. Accordingly, the Exchange was recorded as a recapitalization of NHL, with NHL being treated as the continuing entity. The historical financial statements presented are the financial statements of NHL. The Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the closing date of the Exchange, the net assets of the legal acquirer, Novo Integrated Sciences, Inc., were $6,904.

On November 3, 2017, Novomerica Health Group, Inc. (“Novomerica”) was incorporated, under the laws of the state of Nevada, as a wholly owned subsidiary of the Company for the purpose of expanding the Company’s operations into the United States.

On January 7, 2019, 2478659 Ontario Ltd. (“247”) and Kainai Cooperative (“Kainai”) entered into a Joint Venture Agreement (the “Joint Venture Agreement”) for the purpose of developing, managing and arranging for financing of greenhouse and farming projects involving hemp and cannabis cash crops on Kainai related lands, and developing additional infrastructure projects creating jobs and food supply to local communities. On January 8, 2019, we and 247 entered into an Agreement of Transfer and Assignment, pursuant to which 247 agreed to sell, assign and transfer to the Company all rights, contracts, contacts and any and all other assets related in any way to the Joint Venture Agreement. Pursuant to the terms of the Joint Venture Agreement, as assigned to us, the parties will work in a joint venture relationship (“JV”) with the Company providing the finance, development and operation of the project, including sales, and Kainai providing the land and approvals for the development of the projects. Pursuant to the terms of the Joint Venture Agreement, (i) the Company has an 80% controlling interest and Kainai has a 20% interest in the JV; and (ii) the Company has sole discretion to identify the name and entity under which the JV will operate. The legal entity in which the JV will operate has not yet been identified or formed. The JV operations will primarily involve the production – including processing, packaging and sales of natural supplements derived from hemp derived cannabis oils. The joint venture will distribute to the Company and Kainai all net proceeds after debt and principal servicing and repayment allocation, as well as operating capital allotment, on a ratio equal to 80% to the Company and 20% to Kainai. The Joint Venture Agreement has an initial term of 50 years and Kainai may renew the Joint Venture Agreement within five years of the expiry of the initial term upon mutual agreement. On January 30, 2019, pursuant to the terms of the Joint Venture Agreement, the Company issued 12,000,000 restricted common shares to 247 with a value of $21,600,000.

On February 26, 2019, the Company entered into a Software License Agreement (the “Cloud DX License”) with Cloud DX Inc. (“Cloud DX”) pursuant to which Cloud DX agreed to sell, and NHL agreed to purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity, for the Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products (the “Licensed Software”) to include the:

On July 22, 2019, the Company, through NHL, acquired substantially all the assets of Societe Professionnelle de Physiotherapie M Dignard, doing business as Action Plus Physiotherapy Rockland, to expand our corporate owned clinic footprint in the province of Ontario Canada.

On September 24, 2019, Novomerica, a wholly owned U.S. based subsidiary of the Company, entered into a Master Facility License Agreement with Fitness International, LLC and Fitness & Sports Clubs, LLC (together with Fitness International, LLC, “LA Fitness U.S.”). On February 24, 2020, this Master Facility License Agreement (the “LA Fitness U.S. Agreement”) was amended pursuant to the terms of that certain First Amendment to the LA Fitness U.S. Agreement.

On September 24, 2019, NHL entered into a Master Facility License Agreement with LAF Canada Company (“LA Fitness Canada”). On February 24, 2020, this Master Facility License Agreement (the “LA Fitness Canada Agreement”) was amended pursuant to the terms of that certain First Amendment to the LA Fitness Canada Agreement.

On December 17, 2019, the Company entered into an Intellectual Property Asset Purchase Agreement (the “APA”) with 2731861 Ontario Corp. (the “Seller”), pursuant to which the Company agreed to purchase, and Seller agreed to sell, proprietary designs for an innovative cannabis dosing device, in addition to designs, plans, procedures, and all other material pertaining to the application, construction, operation, and marketing of a cannabis business under the regulations of Health Canada. Pursuant to the terms of the APA, the purchase price of the Intellectual Property is 8,000,000 shares of restricted common stock of the Company.

On December 19, 2019, the Company entered into a Joint Venture Agreement (the “HGF JV Agreement”) with Harvest Gold Farms Inc. (“HGF”) relating to the development, management and arrangement of medicinal farming projects involving hemp and cannabis cash crops (the “Project”). Pursuant to the terms of the HGF JV Agreement, the parties agreed to work in a joint venture relationship, with the Company providing the development and operation of the Project, including sales, and HGF providing the land, farming expertise, biomass and necessary approvals for the development of the Project. Pursuant to the terms of the HGF JV Agreement, a corporation, namely, Novo Earth Therapeutics Inc. was formed where we have a 70% controlling interest.

The initial term of the HGF JV Agreement will, unless sooner terminated by consent of all parties, expire in five years from the effective date of the HGF JV Agreement. The Company and HGF may renew the HGF JV Agreement within two years of the expiration of the initial term upon mutual understanding.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.

On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic.

Operating under COVID-19 related governmental proclamations and directives, between March 17, 2020 and June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential need while also providing certain virtual based services related to physiotherapy. In light of most eldercare related services being deemed essential by national, provincial and local governmental authorities in Canada, NHL’s contracted eldercare related services have been nominally impacted during the fiscal third quarter and we project the same for the fiscal fourth quarter.

On May 26, 2020, the Ontario Ministry of Health announced updated guidance and directives stating that physiotherapists, chiropractors and other regulated health professionals, including all services and products provided by the Company, can gradually and carefully begin providing all services, including non-essential services, once the clinician and provider are satisfied all necessary precautions and protocols are in place to protect the patients, the clinician and the clinic staff. With all corporate clinics closed due to the COVID-19 pandemic, with the exception of providing certain limited essential and emergency services, the Company had furloughed 48 full-time employees and 35 part-time employees from its pre-closure levels of 81 full-time employees and 53 part-time employees.

On June 2, 2020, the Company commenced opening its corporate clinics and providing non-essential services. As of June 9, 2020, the Company had opened all corporate clinics while following all mandated guidelines and protocols from Health Canada, the Ontario Ministry of Health, and the respective disciplines’ regulatory Colleges to ensure a safe treatment environment for our staff and clients. Certain of these guidelines and protocols include both active and passive screening for staff and clients, enhanced cleaning measures using only Health Canada approved disinfectants and sanitizers, personal protective equipment usage, appropriate signage and markers throughout the clinics, and layout changes to the clinics to reflect proper physical distancing measures. Additional, more restrictive proclamations and/or directives may be issued in the future.

With our clinic facilities re-opened and operating under COVID-19 pandemic related mandated guidelines and protocols, for the month ended November 30, 2020, NHL’s clinic-based patient flow has met and exceeds 80% of the same period in 2019. In addition, for the month ended November 30, 2020, NHL’s eldercare contract services provided has met and exceeds 92% of the same period in 2019. As of November 30, 2020, the Company has 73 full-time employees and 54 part-time employees.

Assuming no additional “lockdowns” or new material directives are implemented limiting the Company’s ability to provide both its clinic and eldercare community related services, for fiscal year 2021 the Company projects a steady month-over-month increase as (i) recommended guidelines for patient-clinician on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces.

The ultimate impact of the COVID-19 pandemic on the Company’s operations remains unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced patient traffic and reduced operations. The full long-term financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations.

The measures taken to date will impact the Company’s fiscal year 2021 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

The accompanying unaudited condensed consolidated financial statements ~~are~~were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ~~(“SEC”~~(the “SEC”). and in conformity with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The ~~results of operations for the nine months ended May 31, 2020 are not necessarily indicative of the results for the year ending August 31, 2020.~~

The accompanying unaudited condensed consolidated financial statements were prepared in conformity with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. The financial information contained in this report should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2019,~~2020, that wethe Company filed on December 9, 2020. The results of operations for the three months ended November ~~20, 2019.~~30, 2020 are not necessarily indicative of the results for the year ending August 31, 2021. The Company’s Canadian subsidiaries’ functional currency is the Canadian Dollar (“CAD”); however, the accompanying ~~unaudited condensed~~ consolidated financial statements were translated and presented in United States Dollars (“$” or “USD”).

The accounts of the Company’s Canadian subsidiaries are maintained in CAD. The accounts of these subsidiaries are translated into USD in accordance with the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Transaction, with the CAD as the functional currency. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the ~~condensed~~ consolidated ~~statements~~statement of operations and comprehensive loss. The following table details the exchange rates used for the respective periods:

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to useful lives of non-current assets, impairment of non-current assets, allowance for doubtful accounts, and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The accompanying condensed consolidated financial statements include the accounts of the Company and entities it controls including its wholly owned subsidiaries, NHL, Novomerica, Novo Healthnet Rehab Limited, Novo Assessments Inc., an 80% controlling interest in Novo Healthnet Kemptville Centre, Inc., a Back on Track Physiotherapy and Health Centre clinic operated by NHL, and a 70% controlling interest in Novo Earth Therapeutics Inc. (currently inactive)~~, a joint venture with Harvest Gold Farms Inc.~~. All of the Company’s subsidiaries are incorporated under the laws of the Province of Ontario or New Brunswick, Canada. All intercompany transactions have been eliminated.

An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity, and is able to use its power over the entity to affect its returns from the entity.

Income or loss and each component of OCI are attributed to the shareholders of the Company and to the noncontrolling interests. Total comprehensive income is attributed to the shareholders of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance on consolidation.

The Company follows ~~Financial Accounting Standards Board (“FASB”)~~FASB ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

The net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations and comprehensive loss.

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends, and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of ~~May 31,~~November 30, 2020, and August 31, ~~2019,~~2020, the allowance for uncollectible accounts receivable was ~~$470,751~~$515,805 and ~~$471,566,~~$518,031, respectively.

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method for substantially all assets with estimated lives as follows:

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right of use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at ~~May 31,~~November 30, 2020 and August 31, ~~2019,~~2020, the Company believes there was no impairment of its long-lived assets.

The Company’s intangible assets consist of land use rights, a software license and intellectual property which will be amortized over 50 (the lease period), 7 and 7 years, respectively. ~~Amortization will begin~~The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are ~~fully placed in service. The Company performs~~less than the assets’ carrying amounts. In that event, a ~~test for impairment annually. The land use rights,~~loss is recognized based on the ~~software license and intellectual property intangible assets were acquired in January 2019, February 2019, and December 2019, respectively.~~amount by which the carrying amount exceeds the fair value of the long-lived assets. Based on its reviews at November 30, 2020 and August 31, ~~2019,~~2020, the Company believes there was no impairment of its intangible assets.

The Company’s right-of-use assets consist of leased assets recognized in accordance with ASC 842, Leases, which requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liability represents the Company’s obligation to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the condensed consolidated balance sheet and are expensed on a straight-line basis over the lease term in the condensed consolidated statement of operations. The Company determines the lease term by agreement with lessor. ~~As majority of~~In cases where the ~~Company’s leases~~lease does not provide an implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Under U.S. GAAP, goodwill is not amortized but is subject to annual impairment tests. ~~At May 31, 2020, the~~The Company recorded goodwill ~~of $181,575, $210,627 and $210,627, respectively,~~ related to its acquisition of APKA Health, Inc. during the fiscal year ended August 31, 2017, Executive Fitness Leaders during the fiscal year ended August 31, 2018 and Action Plus Physiotherapy Rockland during the fiscal year ended August 31, 2019. Based on its review at August 31, 2020, the Company believes there was no impairment of its goodwill.

~~Summary~~The change in the amount of ~~changes in~~ goodwill ~~by acquired businesses is as follows:~~during the quarter primarily resulted from the foreign currency translation adjustment.

The Company has signed letters of understanding with ~~two~~a potential acquisition ~~candidates~~candidate which includes refundable acquisition deposits totaling ~~$627,335~~$385,250 and ~~$716,688~~$383,700 at ~~May 31,~~November 30, 2020 and August 31, ~~2019,~~2020, respectively. During the nine months ended May 31, 2020, the Company wrote off an acquisition deposit of $344,521 which is considered impaired since the acquiree has been dissolved and is no longer in business. See Financial Note 14 Subsequent Events for an acquisition deposit return note.

For certain of the Company’s financial instruments, including cash and ~~cash~~ equivalents, accounts receivable, ~~notes~~other receivables, accounts payable ~~accrued expenses~~ and due to related parties, the carrying amounts approximate their fair values due to their short term maturities.

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the condensed consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

As of ~~May 31,~~November 30, 2020, and August 31, ~~2019,~~2020, respectively, the Company did not identify any financial assets and liabilities required to be presented on the balance sheet at fair ~~value.~~value , except for cash and cash equivalents which are carried at fair value using Level 1 inputs.

The Company measures the fair value of certain assets on a non-recurring basis, generally quarterly, annually or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include goodwill and intangible assets.

Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on March 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from providing healthcare services, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying condensed consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

Revenue from providing healthcare and healthcare related services are recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration and includes the following elements:

These five elements, as applied to the Company’s revenue category, are summarized below:

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive securities are converted. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were ~~10,095,000~~17,845,000 options/warrants outstanding as of ~~May 31,~~November 30, 2020. Due to the net loss incurred, potentially dilutive instruments would be anti-dilutive. Accordingly, diluted loss per share is the same as basic loss for all periods presented.

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the CAD. Translation gains of ~~$1,077,221~~$1,210,292 and ~~$1,138,919~~$1,199,696 at ~~May 31,~~November 30, 2020 and August 31, ~~2019,~~2020, respectively, are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet.

Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

In ~~February~~June 2016, the FASB issued ASU ~~2016-02,~~2016-13 ~~Leases~~Financial Instruments - Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments~~. ASU 2016-02 requires lessees to recognize lease~~, which changes the way entities measure credit losses for most financial assets and ~~lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02~~certain other instruments that are not measured at fair value through net earnings. The new standard is effective for ~~fiscal years~~annual periods beginning after December 15, ~~2018 and~~2019, including interim periods inwithin those annual periods. The new standard will be effective for our fiscal ~~years~~year beginning ~~after December 15, 2018, with~~September 1, 2020 and early adoption is permitted. ~~ASU 2016-02 and additional ASUs are now codified as ASC 842 -~~ ~~Leases~~ ~~(“ASC 842”). ASC 842 supersedes the lease accounting guidance in ASC 840~~ ~~Leases~~ ~~and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.~~ The Company ~~adopted ASC 842 on March 1, 2019 and used~~is currently evaluating the ~~modified retrospective transition approach and did not restate its comparative periods. As of the date of implementation on March 1, 2019,~~new guidance to determine the impact ~~of the adoption of ASC 842 resulted in the recognition of a right of use asset~~it may have on its consolidated financial statements and lease payable obligation on the Company’s condensed consolidated balance sheets of $2,360,787. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.related disclosures.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company’s condensed consolidated financial statements and related disclosures.

~~In June 2018, the Financial Accounting Standards Board (the “FASB”), issued an accounting pronouncement (FASB ASU 2018-07) to expand the scope of ASC Topic 718,~~ ~~Compensation-Stock Compensation~~, to include share-based payment transactions for acquiring goods and services from nonemployees. The pronouncement is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Company adopted this pronouncement and such adoption did not have a significant impact on the unaudited condensed consolidated financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Amounts loaned to the Company by stockholders and officers of the Company are payable upon ~~demand.~~demand and unsecured. At ~~May 31,~~November 30, 2020 and August 31, ~~2019,~~2020, the amount due to related parties was ~~$742,816~~$481,250 and ~~$920,083,~~$528,213, respectively. At November 30, 2020, $411,306 are non-interest bearing, $22,173 bears interest at 6% per annum, and $47,771 bears interest at 13.75% per annum.

The Company ~~leases~~leased office space from a related party on a month-to-month basis with monthly lease payments of ~~$1,641.~~$1,487. The lease was terminated on May 31, 2020.

On ~~January 31, 2018,~~July 21, 2020, a related party converted ~~$813,125~~$226,363 of outstanding principal and accrued interest into ~~1,976,483~~150,909 shares of the Company’s common stock. The per share price used for the conversion of this ~~loan~~debt was ~~$0.4114 which~~$1.50.

On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $267,768. The remaining principal balance of debentures to related parties at November 30, 2020 and August 31, 2020 was ~~determined based on the average price of the five (5) trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price.~~$955,904 and $952,058, respectively.

Accounts receivables, net at ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 consisted of the following:

Other receivables at ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 consisted of the following:

	May 31, 2020			August 31, 2019			November 30,			August 31,
Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% per annum; secured by certain assets; due March 1, 2019. (currently in default)	$	272,363		$	281,513
							2020			2020
Advance to corporation; non-interest bearing; unsecured; due not later than November 18, 2020		29,052			30,028
Notes receivable dated April 1, 2015 and amended on May 23, 2017; accrued interest at 8% per annum; secured by certain assets; due March 1, 2019. (currently in default; if the receivable is not repaid, the Company plans to foreclose on the clinic that secures this receivable)							$	288,938		$	287,775

Advance to corporation; accrues interest at 12% per annum; unsecured; due December 31, 2020		72,630			75,070
Advance to corporation; accrues interest at 12% per annum; unsecured; due December 31, 2021, as amended								77,050			76,740

Advance to corporation; accrues interest at 10% per annum after the first 60 days; unsecured; due February 7, 2021		225,924			225,924			225,924			225,924

Advance to corporation; accrues interest at 10% per annum; secured by property and other assets; due December 31, 2020		726,300			750,700

Total other receivables		1,326,269			1,363,235			591,912			590,439
Current portion		(1,053,906	)		(300,994	)		(225,924	)		(302,664	)
Long-term portion	$	272,363		$	1,062,241		$	365,988		$	287,775

Property and equipment at ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 consisted of the following:

	May 31, 2020			August 31, 2019			November 30,			August 31,
Leasehold Improvements	$	440,905		$	453,233
							2020			2020
Leasehold improvements							$	467,737		$	465,857
Clinical equipment		277,176			285,307			302,554			301,337
Computer equipment		22,640			23,133			24,018			23,921
Office equipment		27,664			28,593			29,347			29,229
Furniture and fixtures		37,631			38,895			39,921			39,760
		806,016			829,161			863,577			860,104
Accumulated depreciation		(458,773	)		(418,973	)		(530,415	)		(506,444	)
Total	$	347,243		$	410,188		$	333,162		$	353,660

Depreciation expense for the ~~nine~~three months ended ~~May 31,~~November 30, 2020 and ~~May 31,~~ 2019 was ~~$54,681~~$21,610 and ~~$71,256,~~$19,918, respectively.

Intangible assets at ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 consisted of the following:

					November 30,			August 31,
	May 31, 2020		August 31, 2019		2020			2020
Land use rights	$	21,600,000	$	21,600,000	$	21,600,000		$	21,600,000
Software license		1,144,798		758,567		1,144,798			1,144,798
Intellectual property		5,248,000		-		5,248,000			5,248,000
		27,992,798		22,358,567		27,992,798			27,992,798
Accumulated amortization		-		-		(1,705,664	)		(1,369,350	)
Total	$	27,992,798	$	22,358,567	$	26,287,134		$	26,623,448

Expected amortization expense of intangible assets over the next 5 years and thereafter is as follows:

On January 8, 2019, the Company and 2478659 Ontario Ltd., an Ontario Canada corporation with offices in Ontario Canada (“247”), entered into an Agreement of Transfer and Assignment (“JV Assignment”), pursuant to which the Company assumed all rights and obligations provided for in a Joint Venture Agreement, executed January 7, 2019, between 247 and Kainai Cooperative, a cooperative organized under the laws of Alberta, Canada with offices in Cardston, Alberta, Canada (“KA”). The JV Agreement provides for farming and greenhouse agricultural development, to include supporting infrastructure, of both hemp and medical cannabis crops on approximately 275,000 acres of Canadian prairie lands for a minimum of 50 years. Under the terms of the JV Assignment, 247 was issued 12,000,000 restricted shares of the Company’s common stock having a value of $21,600,000, as of February 26, 2019. The shares were issued on January 30, 2019.

On December 17, 2019, the Company entered into that certain Intellectual Property Asset Purchase Agreement (the “APA”) by and between the Company and 2731861 Ontario Corp. (the “Seller”), pursuant to which the Company agreed to purchase, and Seller agreed to sell (the “Acquisition”), proprietary designs for an innovative cannabis dosing device, in addition to designs, plans, procedures, and all other material pertaining to the application, construction, operation, and marketing of a cannabis business under the regulations of Health Canada (the “Intellectual Property”). Pursuant to the terms of the APA, the purchase price of the Intellectual Property is 8,000,000 shares of restricted common stock of the Company valued at $5,248,000.

On February 26, 2019, the Company and NHL entered into a Software License Agreement (the “Cloud DX License”) with Cloud DX Inc. (“Cloud DX”), pursuant to which Cloud DX agreed to sell, and NHL agreed to purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity, for the Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products (the “Licensed Software”). Pursuant to the terms of the Cloud DX License, Cloud DX also agreed to sell, and NHL agreed to purchase, 4,000 fully functional Pulsewave PAD 1A USB blood pressure monitor devices bundled with the perpetual license discussed above (the “Bundled Devices”).

The Cloud DX License granted to NHL and its majority-owned subsidiaries, holding companies, divisions and affiliates, other than physiotherapy clinics owned and operated by Closing The Gap Healthcare Inc., the right to use and sub-license the Licensed Software and re-sell the Bundled Devices pursuant to the terms of the Cloud DX License in the physical therapy clinic marketplace in North America in exchange for the purchase price as set forth below:

On March 9, 2020, the Company and NHL entered into that certain First Amendment to Cloud DX Perpetual Software License Agreement (the “Cloud DX Amendment”) with Cloud DX, effective March 6, 2020, pursuant to which the parties thereto agreed that the CAD$250,000 (approximately $186,231 as of March 6, 2020) that was to be paid by NHL based on the above deliverables would be paid as a one-time payment of 465,578 restricted shares of Company common stock. In addition, pursuant to the terms of the Cloud DX Amendment, the parties agreed to settle a $200,000 fee owed by NHL to Cloud DX through payment of 500,000 restricted shares of Company common stock.

Except as set forth in the Cloud DX Amendment, the remaining terms and conditions of the Cloud DX License remain in full force and effect.

~~There was no amortization expense during the nine months ended May 31, 2020 and May 31, 2019 as the listed intangible assets have not been placed in service.~~

Accrued expenses at ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 consisted of the following:

					November 30,		August 31,
	May 31, 2020		August 31, 2019		2020		2020
Accrued liabilities	$	57,737	$	59,661	$	64,694	$	37,457
Accrued payroll		60,852		115,912		140,723		117,823
Other		37,676		30,211		21,630		39,428
	$	156,265	$	205,784	$	227,047	$	194,708

Notes payable at ~~May~~November 30, 2020 and August 31, 2020 consisted of the following:

			November 30,		August 31,
	May 31, 2020		2020		2020
Note payable issued under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The loan has terms of 24 months and accrues interest at 1% per annum. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act.	$	21,900	$	21,900	$	21,900
Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program. 25% of the balance will be forgiven if paid on or before December 31, 2022.		58,104
	$	80,004
Government loans issued under the Government of Canada’s Canada Emergency Business Account (“CEBA”) program (A).				61,640		61,392
			$	83,540	$	83,292

In 2020, the Government of Canada announced the Canada Emergency Wage Subsidy (“CEWS”) for Canadian employers whose businesses were affected by the COVID-19 pandemic. The CEWS provides a subsidy of up to 75% of eligible employees’ employment insurable remuneration, subject to certain criteria. Accordingly, the Company applied for the CEWS to the extent it met the requirements to receive the subsidy and during the three months ended ~~May 31,~~November 30, 2020, recorded a total of approximately ~~$203,000~~$61,000 in government subsidies as a reduction to the associated wage costs recorded in cost of revenues and general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss.

On September 30, 2013, the Company issued five debentures totaling CAD$6,402,512 ~~($4,968,990 at November~~(approximately $6,225,163 on September 30, ~~2017)~~2013) in connection with the acquisition of certain business assets. The holders of the debentures are current stockholders, officers and/or affiliates of the Company. The debentures are secured by all the assets of the Company, accrue interest at 8% per annum and were originally due on September 30, 2016. On December 2, 2017, the debenture holders agreed to extend the due date to September 30, 2019. On September 27, 2019, the debenture holders agreed to extend the due date to September 30, 2021.

On January 31, 2018, the debenture holders converted 75% of the debenture value of $3,894,809 plus accrued interest of $414,965 into 10,475,872 shares of the Company’s common stock. The per share price used for the conversion of each debenture was $0.4114 which was determined ~~based on~~as the average price of the five (5) trading days immediately preceding the date of conversion with a 10% premium added to the calculated per share price.

On July 21, 2020, the Company made a partial repayment of a debenture due to a related party of $267,768.

At ~~May~~November 30, 2020 and August 31, 2020, the amount of debentures outstanding was ~~$1,162,536.~~$955,904 and $952,058, respectively.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company ~~must discount~~discounts lease payments based on an estimate of its incremental borrowing rate.

The Company leases its corporate office space and certain facilities under long-term operating leases expiring through fiscal year 2028. Effective March 1, 2019, the Company adopted the provision of ASC 842 Leases.

The table below presents the lease related assets and liabilities recorded on the Company’s condensed consolidated balance sheets as of ~~May~~November 30, 2020 and August 31, 2020:

					November 30,		August 31,
					2020		2020
	Classification on Balance Sheet	May 31, 2020		Classification on Balance Sheet
Assets
Operating lease assets	Operating lease right of use assets	$	2,800,130	Operating lease right of use assets	$	2,670,347	$	2,810,556
Total lease assets		$	2,800,130		$	2,670,347	$	2,810,556

Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	535,358	Current operating lease liability	$	556,675	$	563,793
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability		2,281,174	Long-term operating lease liability		2,136,683		2,266,887
Total lease liability		$	2,816,532		$	2,693,358	$	2,830,680

Twelve Months Ending May 31,
Twelve Months Ending November 30,				Twelve Months Ending November 30,
2021	$	768,822			$	787,829
2022		655,428				629,795
2023		594,278				534,857
2024		395,078				381,967
2025		315,992				301,492
2026		281,961				299,555
Thereafter		553,545				437,346
Total payments		3,565,104				3,372,841
Amount representing interest		(748,572	)			(679,483	)
Lease obligation, net		2,816,532				2,693,358
Less lease obligation, current portion		(535,358	)			(556,675	)
Lease obligation, long-term portion	$	2,281,174			$	2,136,683

The lease expense for the ~~nine~~three months ended ~~May 31,~~November 30, 2020 and 2019 was ~~$576,528.~~$204,446 and $185,371, respectively. The cash paid under operating leases during the ~~nine~~three months ended ~~May 31,~~November 30, 2020 and 2019 was ~~$563,989.~~$201,680 and $182,321, respectively. At ~~May 31,~~November 30, 2020, the weighted average remaining lease terms were ~~6.14~~5.84 years and the weighted average discount rate was 8%.

The Company has authorized 1,000,000 shares of $0.001 par value convertible preferred stock. At ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 there were 0 and 0 convertible preferred shares issued and outstanding, respectively.

The Company has authorized 499,000,000 shares of $0.001 par value common stock. At ~~May 31,~~November 30, 2020 and August 31, ~~2019~~2020 there were ~~233,011,454~~235,531,411 and ~~223,691,507~~234,662,363 common shares issued and outstanding, respectively.

During the ~~nine months~~period ended ~~May 31,~~November 30, 2020, the Company issued:

During the period ended November 30, 2019, the Company issued 354,369 shares of common stock for cash proceeds of $113,399.

On September 8, 2015, the Company adopted the 2015 Incentive Compensation Plan (the “2015 Plan”), which authorizes the issuance of up to 5,000,000 shares of common stock to employees, officers, directors or independent consultants of the Company, provided that no person can be granted shares under the 2015 Plan for services related to raising capital or promotional activities. During 2020 and 2019, the Company did not grant any awards under the 2015 Plan. As of ~~May~~August 31, ~~2020,~~2018, 4,987,500 shares were available under the 2015 Plan for future grants, awards, options or share issuances. However, because the shares issuable under the 2015 Plan or issuable upon conversion of awards granted under the ~~2015~~ Plan are no longer registered under the Securities Exchange Act of 1934, as amended, the Company does not intend to issue any additional grants under the 2015 Plan.

On January 16, 2018, the Company adopted the Novo Integrated Sciences, Inc. 2018 Incentive Plan (the “2018 Plan”). Under the 2018 Plan, 10,000,000 shares of common stock are authorized for the grant of stock options and the issuance of restricted stock, stock appreciation rights, phantom stock and performance awards to officers, directors, employees ~~non-employees, directors~~ and ~~key~~eligible consultants to the Company or its subsidiaries. ~~The~~As of November 30, 2020, the 2018 Plan ~~authorizes equity-based and cash-based incentives for participants. There were 9,875,000~~has 9,375,000 shares are available for award ~~at May 31, 2020 under the 2018 Plan.~~

	Options/ Warrants Outstanding		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value						Weighted
Outstanding, August 31, 2019		10,095,000		0.30		3.58	$	1,141,500
											Weighted		Average
									Options/		Average		Remaining		Aggregate
									Warrants		Exercise		Contractual		Intrinsic
									Outstanding		Price		Life		Value
Outstanding, August 31, 2020										17,845,000		0.22		4.09	$	3,173,800
Granted		-								-
Forfeited		-								-
Exercised		-								-
Outstanding, May 31, 2020		10,095,000		0.16		3.69	$	-
Exercisable, May 31, 2020		10,095,000	$	0.16		3.69	$	-
Outstanding, November 30, 2020										17,845,000		0.22		3.84	$	2,818,900
Exercisable, November 30, 2020										17,845,000	$	0.22		3.84	$	2,818,900

The exercise price for options/warrants outstanding at ~~May 31,~~November 30, 2020:

For options granted during the fiscal year ended August 31, 2019 where the exercise price equaled the stock price at the date of the grant, the weighted-average fair value of such options was $0.94 and the weighted-average exercise price of such options/warrants was $0.95. No options were granted during the fiscal year ended August 31, 2019 where the exercise price was less than the stock price at the date of grant or the exercise price was greater than the stock price at the date of grant.

The fair value of the stock options is being amortized to stock option expense over the vesting period. The Company recorded stock option expense of $0 and ~~$70,846~~$0 during the three months ended ~~May 31,~~November 30, 2020 and 2019, respectively. At ~~May 31,~~November 30, 2020, the unamortized stock option expense was $0.

~~The assumptions used in calculating the fair value of options granted during the fiscal year ended August 31, 2019 using the Black-Scholes option-pricing model for options granted are as follows:~~

During the nine months ended May 31, 2020, the Company re-priced the exercise price of 4,495,000 options to $0.16 and extended the expiration date of 4,370,000 options by two years. The change in fair value between the options using the original terms and the options using the new expiration dates and exercise prices was $62,823 which has been recorded as expense in the accompanying condensed consolidated statements of operations and comprehensive loss.

The Company is party to certain legal proceedings from time to time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on our condensed consolidated financial position, results of operations and cash flows in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect that the outcome of any matter pending against the Company is likely to have a materially adverse effect on the Company’s condensed consolidated financial position as of ~~May 31,~~November 30, 2020, results of operations, cash flows or liquidity of the Company.

~~The~~On December 15, 2020, Klara Radulyne notified Novo Integrated Sciences, Inc. (the “Company”) of her intent to resign as the Company’s ~~management has evaluated subsequent events up to~~Principal Financial Officer, effective December 15, 2020. On December 15, 2020, Company’s Board of Directors appointed Thomas Bray as the ~~date the interim condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following to be material subsequent events:~~

On ~~June 26, 2020, an acquisition deposit of $254,205 (CAD$350,000) was returned to the Company.~~

On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental authorities issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17,11, 2020, the Company ~~closed all corporate clinics for all in-clinic non-essential services to protect the health~~entered into that certain Asset Purchase Agreement by and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic.

~~Operating under COVID-19 related authorized governmental proclamations and directives,~~ between March 17, 2020 and June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential need while also providing certain virtual based services related to physiotherapy. In light of most eldercare related services being deemed essential by national, provincial and local governmental authorities in Canada, NHL’s contracted eldercare services have been nominally impacted during the fiscal third quarter and we project the same for the fiscal fourth quarter.

Now that our corporate clinics are re-opened under mandated guidelines and protocols, in-clinic patient flow for the month of June 2020 has met and exceeded our projection of 40% of pre-shutdown levels. The Company projects a steady week-over-week increase as (i) recommended guidelines for patient-clinician on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces.

The measures taken to date will impact the Company’s business for the fiscal third quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

For more on the financial impact of COVID-19 on the Company’s fiscal third quarter, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Impact of COVID-19” of this quarterly report on Form 10-Q.

Beginning on June 29, 2020, in a “Tier 2 Offering,” pursuant to an Offering Circular on Form 1-A, as amended, pursuant to Regulation A, the Company offered, on a self-underwritten “best efforts” basis, up to 20,000,000 shares of its common stock, with an aggregate amount of $30,000,000. The initial public offering price per share of the Company’s common stock is $1.50 per share pursuant to the offering. There is no minimum number of shares that needs to be sold in order for funds to be released to the Company and 2794512 Ontario Inc. (the “Seller”) (the “2794512 APA”), pursuant to which the Company agreed to purchase, and Seller agreed to sell, generic primary and sub-primary drug formulations (known as bioequivalence) of name brand pharmaceutical reference products related to usage as injectables, ophthalmic, and topical applications. Pursuant to the terms of the 2794512 APA, the purchase price is $876,000. As consideration for payment of the ~~Offering to close. The minimum investment amount per investor is $1,050 (700~~2794512 APA, the Company issued 2,400,000 restricted shares of common ~~stock), subject to waiver by~~stock based on the ~~Company.~~30-day trading average of $0.365. The shares were issued on December 15, 2020.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provide a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission (“SEC”) and in our reports and presentations to stockholders or potential stockholders. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties can be found in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2019,~~2020, as the same may be updated from time to time, including in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.

Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, it is not possible to foresee or identify all factors that could have a material effect on the future financial performance of the Company. The forward-looking statements in this report are made on the basis of management’s assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical conditions, expected future developments and other factors believed to be appropriate under the circumstances.

Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q and the information incorporated by reference in this report to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

~~Through~~The Company owns Canadian and U.S. subsidiaries which deliver, or intend to deliver, multidisciplinary primary health care related services and products through the integration of medical technology, advanced therapeutics and rehabilitative science. Currently, the Company’s revenue is generated solely through its wholly owned Canadian subsidiary, Novo Healthnet Limited (“NHL”), which provides our ~~wholly owned Canadian subsidiary, we deliver multidisciplinary primary health care~~ services and products through ~~our 16 corporate-owned clinics~~both clinic and ~~a contracted network of 103 affiliate clinics and 220~~ eldercare centric homes located across Canada. Our team of multidisciplinary primary health care clinicians and practitioners provide assessment, diagnosis, treatment, pain management, rehabilitation, education and primary prevention for a wide array of orthopedic, musculoskeletal, sports injury, and neurological conditions across various demographics including pediatric, adult, and geriatric populations.related operations.

Our clinicians and practitioners provide certain multidisciplinary primary health care services, and related products, beyond the medical doctor first level contact identified as primary care. Our clinicians and practitioners are not licensed medical doctors, physicians, specialist, nurses or nurse practitioners. Our clinicians and practitioners are not authorized to practice primary care medicine and they are not medically licensed to prescribe pharmaceutical based product solutions.

NHL’s team of multidisciplinary primary health care clinicians and practitioners provide assessment, diagnosis, treatment, pain management, rehabilitation, education and primary prevention for a wide array of orthopedic, musculoskeletal, sports injury, and neurological conditions across various demographics including pediatric, adult, and geriatric populations through NHL’s 16 corporate-owned clinics, a contracted network of 103 affiliate clinics, and 218 eldercare related long-term care homes, retirement homes, and community-based locations in Canada.

Additionally, we continue to expand our patient care philosophy of maintaining an on-going continuous connection with our patient community, beyond the traditional confines of brick and mortar facilities, by extending oversight of patient diagnosis, care and monitoring, directly through various connected Medical Technology Platforms either in-use or under development.

Our specialized multidisciplinary primary health care services include physiotherapy, chiropractic care, manual/manipulative therapy, occupational therapy, eldercare, massage therapy (including pre- and post-partum), acupuncture and functional dry needling, chiropody, stroke and traumatic brain injury/neurological rehabilitation, kinesiology, vestibular therapy, concussion management and baseline testing, trauma sensitive yoga and meditation for concussion-acquired brain injury and occupational stress-PTSD, women’s pelvic health programs, sports medicine therapy, assistive devices, dietitian, holistic nutrition, fall prevention education, sports team conditioning programs including event and game coverage, and private personal training.

Certain of the specialty treatment and recovery programs we offer derive from motor vehicle accident injuries, long-term disability cases, corporate wellness, and job-site injuries approved for treatment by the Workplace Safety and Insurance Board. In addition, we offer specialized treatments and products that include cold laser therapeutics, shockwave therapy, custom bracing and orthotics, custom compression therapy/stockings and lymphatic drainage treatment. Certain of our assessments and treatment technologies include Brain FX, a research based digital cognitive assessment tool measuring cognitive functional skills.

~~As we continue~~The occupational therapists, physiotherapists, chiropractors, massage therapists, chiropodists and kinesiologists contracted, by NHL, to ~~build our health science platform~~provide occupational therapy, physical therapy and fall prevention assessment services are registered with the College of ~~services~~Occupational Therapists of Ontario, the College of Physiotherapists of Ontario, College of Chiropractors of Ontario, College of Massage Therapists of Ontario, College of Chiropodists of Ontario, and ~~products through~~ the ~~integration~~College of ~~technology and rehabilitative science, one component~~Kinesiologists of our lateral business growth strategy includes developing business units centered on the direct control of the grow, extraction, manufacturing and distribution processes regarding our hemp and medical cannabidiol products. Additionally, we continue to expand on our patient care philosophy of maintaining an on-going continuous connection with our patient community, beyond the traditional confines of a clinic, by extending oversight of patient diagnosis, care and monitoring, directly into the patient’s home, through remote patient monitoring and mobile telemedicine and diagnostic tools.Ontario regulatory authorities.

Our strict adherence to public regulatory standards, as well as self-imposed standards of excellence and regulation, have allowed us to navigate with ease through the industry’s licensing and regulatory framework. Compliant treatment, data and administrative protocols are managed through a team of highly trained, certified health care and administrative professionals. We and our affiliates provide service to the Canadian property and casualty insurance industry, resulting in a regulated framework governed by the Financial Services Commission of Ontario.

The occupational therapists, physiotherapists and kinesiologists contracted by NHL to provide occupational therapy, physical therapy and fall prevention assessment services are registered with the College of Occupational Therapists of Ontario, the College of Physiotherapists of Ontario and the College of Kinesiologists of Ontario regulatory authorities. In 2013, NHL received its accreditation from the Commission on Accreditation of Rehabilitation Facilities (“CARF”). Currently, NHL is renewing its CARF accreditation.

On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental ~~authorities~~ issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic.

Operating under COVID-19 related ~~authorized~~ governmental proclamations and directives, between March 17, 2020 and June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential need while also providing certain virtual based services related to physiotherapy. In light of most eldercare related services being deemed essential by national, provincial and local governmental authorities in Canada, NHL’s contracted eldercare related services have been nominally impacted during the fiscal third quarter and we project the same for the fiscal fourth quarter.

With our clinic facilities re-opened and operating under COVID-19 pandemic related mandated guidelines and protocols, for the month ended November 30, 2020, NHL’s clinic-based patient flow has met and exceeds 80% of the same period in 2019. In addition, for the month ended November 30, 2020, NHL’s eldercare contract services provided have met and exceed 92% of the same period in 2019. As of ~~July 10,~~November 30, 2020, the Company ~~had increased staffing to 51~~has 73 full-time employees and 2454 part-time employees.

Assuming no additional “lockdowns” or new material directives are ~~re-opened under mandated guidelines~~implemented limiting the Company’s ability to provide both its clinic and ~~protocols, in-clinic patient flow~~eldercare community related services, for fiscal year 2021, the ~~month of June 2020 has met and exceeded our projection of 40% of pre-shutdown levels. The~~ Company projects a steady ~~week-over-week~~month-over-month increase as (i) recommended guidelines for patient-clinician on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces.

The measures taken to date will impact the Company’s ~~business for the~~ fiscal ~~third quarter~~year 2021 business and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the full impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

For more on the financial impact of COVID-19 on the Company’s fiscal ~~third~~year first quarter, see “—Liquidity and Capital Resources—Financial Impact of COVID-19” of this quarterly report on Form 10-Q.

On December 11, 2020, the Company entered into that certain Asset Purchase Agreement by and between the Company and 2794512 Ontario Inc. (the “Seller”) (the “2794512 APA”), pursuant to which the Company agreed to purchase, and Seller agreed to sell, generic primary and sub-primary drug formulations (known as bioequivalence) of name brand pharmaceutical reference products related to usage as injectables, ophthalmic, and topical applications. Pursuant to the terms of the 2794512 APA, the purchase price is $876,000. As consideration for payment of the 2794512 APA, the Company issued 2,400,000 restricted shares of common stock. The shares were issued on December 15, 2020.

On November 9, 2020, stockholders of the Company approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to effect a reverse stock split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-10, with such ratio to be determined by the sole discretion of the Board of Directors, with any fractional shares being rounded up to the next higher whole shares (the “Reverse Split”). On November 9, 2020, the Company’s Board of Directors approved the Reverse Split in a ratio of 1-for-10 and the Company filed a certificate of amendment to the Articles implementing the Reverse Split in a ratio of 1-for-10 effective November 30, 2020.

On November 23, 2020, in order to change the effective date of the Reverse Split to December 10, 2020, the Company terminated the November 9, 2020 certificate of amendment and filed a new certificate of amendment to the Articles implementing the Reverse Split in a ratio of 1-for-10 effective December 10, 2020.

On December 4, 2020, the Company temporarily delayed the Reverse Split. In order to delay the effective date of the Reverse Split, the Company terminated the November 23, 2020 certificate of amendment and filed a new certificate of amendment to the Articles implementing the Reverse Split in a ratio of 1-for-10 effective January 29, 2021; provided, however, that in no event will the Reverse Split become effective until it has been processed by the Financial Industry Regulatory Authority.

On September 24, 2019, Novomerica Health Group Inc. (“Novomerica”), a wholly owned subsidiary of the Company, entered into a Master Facility License ~~Agreements~~

~~Micro-clinic facilities are reduced footprint clinics, primarily located within the premises of larger commercial enterprises, focused~~Agreement with Fitness International, LLC and Fitness & Sports Clubs, LLC (together with Fitness International, LLC, “LA Fitness U.S.”). The Master Facility License Agreement was amended on ~~providing multidisciplinary primary health care and medical technology related services. Under~~February 4, 2020, pursuant to the terms of ~~our~~that certain First Amendment to Master Facility License Agreement ~~with~~between Novomerica and Fitness International, LLC (“U.S. License Agreement”).

Pursuant to the terms of the U.S. License Agreement, the parties agreed that from time to time as set forth in the U.S. License Agreement or as the parties otherwise agree, Novomerica may wish to identify sublicensees to provide certain services in facilities operated by LA Fitness ~~we are developing~~U.S., and ~~opening micro-clinic facilities within the footprint of~~ LA Fitness ~~facilities throughout both~~U.S. may desire to grant to such sublicenses the right to do the same. Upon execution of applicable documentation as may be required by the U.S. License Agreement, the sublicensee (which may be Novomerica, if Novomerica desires to provide Services (as hereinafter defined) itself) shall have the right, subject to the terms of the U.S. License Agreement, to (i) occupy and ~~Canada. Each micro-clinic exists through either third-party sub-license agreements~~ use, on an exclusive basis, for the purposes of providing outpatient physical and/or ~~corporate sponsored arrangement. The Company’s~~occupational therapy as provided in the U.S. License Agreement (the “Services”), with the applicable LA Fitness ~~based micro-clinic facilities will primarily provide outpatient physical~~U.S. facility, and ~~occupational therapy services.~~(ii) access and use, on a non-exclusive basis, for the purpose of providing the Services, the applicable facility’s equipment and a pool lane, and (iii) use, on a non-exclusive basis, the applicable facility’s common areas solely as necessary to access the facility’s service area, equipment and a pool lane.

AsPursuant to the terms of ~~July 13,~~the U.S. License Agreement, five separate initial licenses in Ohio were granted. Novomerica agreed to develop and open for business (a) at least two of such facilities by June 30, 2020, (b) at least two additional facilities by September 30, 2020, and (c) the final remaining facility by December 31, 2020 (“U.S. Development Schedule”). Pursuant to the terms of the U.S. License Agreement, in the event that Novomerica fails to meet the U.S. Development Schedule, the initial licenses that Novomerica has developed and opened for business will remain unaffected; however, Novomerica will lose the right to develop the remaining licenses.

With respect to each license granted under the U.S. License Agreement, for the period beginning as of the commencement date of each such license and continuing until the expiration or earlier termination of such license, Novomerica shall pay to LA Fitness U.S. a monthly payment in an agreed upon amount.

Unless sooner terminated as provided in the U.S. License Agreement, the term of the U.S. License Agreement shall expire simultaneously with the expiration of earlier termination of the License Term (as such term is defined in the U.S. License Agreement) of the last remaining license granted under the U.S. License Agreement.

Pursuant to the terms of the U.S. License Agreement, the Company ~~has completed one sub-license lease in Canada~~agreed to execute that certain Guaranty Agreement (the “U.S. Guaranty”) dated September 24, 2019 by and ~~is currently negotiating three additional sub-license leases in Canada. In addition, as of July 13, 2020,~~between the Company ~~is negotiating an unidentified number~~and LA Fitness U.S. Pursuant to the terms of ~~sub-license leases with operators in three states in~~ the ~~United States, including Florida, Georgia,~~U.S. Guaranty, the Company irrevocably guaranteed the full, unconditional and ~~Ohio.~~prompt payment and performance of all of Novomerica’s obligations and liabilities under the U.S. License Agreement.

AsIn March 2020, as a result of guidelines issued by local, state, ~~provincial~~ and federal authorities due to the COVID-19 pandemic, LA Fitness ~~has~~U.S. closed all ~~U.S.~~facilities nationwide. Currently, under both government and ~~Canada facilities which has halted all Company activity to develop and open our~~internal corporate directives, LA Fitness U.S. is cautiously opening certain facilities to limited access and services. As a result, all contractual terms and conditions of our U.S. License Agreement are on hold, with all parties indicating the intention to amend the U.S. License Agreement and its timelines once “normal” activity resumes in the LA Fitness U.S. facilities. Re-engagement of the contract terms may vary from state to state; however, our model plan to partner and sub-license with existing local clinic ownership to launch and operate each LA Fitness U.S. based micro-clinic remains intact.

Specific to the impact of COVID-19 on LA Fitness U.S. operations and the ever-changing conditions surrounding the re-opening of LA Fitness U.S. facilities, we are unable to verify our schedule to commence opening our micro-clinics. ~~Given~~The Company has ongoing communications with LA Fitness U.S. to best determine the timing of launching out micro-clinics. Furthermore, in our discussions with LA Fitness U.S., all parties agree that the pandemic has created renewed awareness of health wellness as a lifestyle rather than as a ~~treatment,~~treatment. LA Fitness U.S. continues to indicate ~~strong~~the desire to continue our contractual agreements upon LA Fitness U.S. re-opening facilities ~~post pandemic. The~~post-pandemic. We believe that the addition of our micro-clinics to LA Fitness U.S. facilities ~~creates a clear and obvious improvement~~further enhances the benefits available to the ~~present facility~~facilities’ membership by ~~offering even more proactive~~providing direct access to certain multidimensional primary healthcare ~~related products and services to its membership base.~~services.

As a complement to our integration of technology and rehabilitative science for musculoskeletal related pain treatment and management, we intend to expand into the cultivation, manufacturing, distribution and sales of CBD products derived from industrial hemp. We expect that our CBD products will be specifically focused on CBD for use (i) as a treatment aid; (ii) to provide relief for a large array of neurological and musculoskeletal system disorders; and (iii) as an alternative option for health care providers in place of prescribing opioids to patients. Offering our patients access to non-hallucinogenic and non-addictive natural remedies, under required clinical oversight policies and procedures as they relate to medicinal cannabis and CBD, combined with our existing clinic-based treatment protocols allows us to enter this market segment with a unique integration model not readily available in the marketplace. We anticipate introducing our prospective CBD products to patients and consumers through clinic distribution programs.

The Company has entered into a joint venture agreement with Kainai Cooperative in January 2019 and a joint venture agreement with Harvest Gold Farms Inc. in December 2019 regarding the cultivation of industrial hemp for the production of CBD products. Other than the Company entering into the joint venture agreements, as of July 11, 2020, the Company has not implemented the cultivation, production, manufacturing, distribution or sale of CBD products derived from industrial hemp. As a result of the COVID-19 pandemic, the Company has delayed the implementation of this initiative as the Company has prioritized controlling costs as we re-open and expand clinic and eldercare operations to both meet and exceed pre-pandemic levels. Upon achieving pre-pandemic patient flow, the Company anticipates restarting the implementation of this initiative.

~~First Amendment to Cloud DX Software~~LA Fitness Canada License Agreement & Guaranty

On ~~February 26,~~September 24, 2019, ~~Novo Integrated Sciences, Inc. (the “Company”) and Novo Healthnet Limited (“NHL”)~~NHL entered into a ~~Software~~Master Facility License Agreement ~~(the “Cloud DX License”)~~ with ~~Cloud DX Inc.~~LAF Canada Company (“~~Cloud DX”~~LA Fitness Canada”),. The Master Facility License Agreement was amended on February 4, 2020, pursuant to ~~which Cloud DX~~the terms of that certain First Amendment to Master Facility License Agreement between NHL and LA Fitness Canada (“Canada License Agreement”).

Pursuant to the terms of the Canada License Agreement, the parties agreed that from time to ~~sell,~~time as set forth in the Canada License Agreement or as the parties otherwise agree, NHL may wish to identify sublicensees to provide certain services in facilities operated by LA Fitness Canada, and LA Fitness Canada may desire to grant to such sublicensees the right to do the same. Upon execution of applicable documentation as may be required by the Canada License Agreement, the sublicensee (which may be NHL, if NHL desires to provide Services (as hereinafter defined) itself) shall have the right, subject to the terms of the Canada License Agreement, to (i) occupy and use, on an exclusive basis, for the purposes of providing the Services, with the applicable LA Fitness Canada facility, and (ii) access and use, on a non-exclusive basis, for the purpose of providing the Services, the applicable facility’s equipment and a pool lane, and (iii) use, on a non-exclusive basis, the applicable facility’s common areas solely as necessary to access the facility’s service area, equipment and a pool lane.

Pursuant to the terms of the Canada License Agreement, 17 separate initial licenses in Ontario, Canada and Alberta, Canada were granted. NHL agreed to ~~purchase, a fully paid up, perpetual license, with 5-year conditional exclusivity,~~develop and open for business (a) at least four of such facilities by March 31, 2020, (b) at least six additional facilities by June 30, 2020, (c) at least six additional facilities by September 30, 2020, and (4) the ~~Cloud DX Bundled Pulsewave PAD-1A USB Blood Pressure Device, up-to-date product releases and Licensed Software Products~~final remaining facility by December 31, 2020 (the ~~“Licensed Software”~~“Canada Development Schedule”). Pursuant to the terms of the ~~Cloud DX~~Canada License ~~Cloud DX also agreed~~Agreement, in the event that NHL fails to ~~sell,~~meet the Canada Development Schedule, the initial licenses that NHL has developed and opened for business will remain unaffected; however, NHL ~~agreed to purchase, 4,000 fully functional Pulsewave PAD 1A USB blood pressure monitor devices bundled with the perpetual license discussed above (the “Bundled Devices”).~~

As defined in the Canada License Agreement, NHL has provided the initial four deposits due by March 31, 2020. In addition, NHL has engaged clinicians to sublicense the roll-out and ~~sub-license~~operation of micro-clinics as defined in the ~~Licensed Software~~Canada License Agreement clinics in LAF.

With respect to each license granted under the Canada License Agreement, for the period beginning as of the commencement date of each such license and ~~re-sell~~continuing until the ~~Bundled Devices pursuant~~expiration or earlier termination of such license, NHL shall pay to LA Fitness Canada a monthly payment in an agreed upon amount.

Unless sooner terminated as provided in the Canada License Agreement, the term of the Canada License Agreement shall expire simultaneously with the expiration of earlier termination of the License Term (as such term is defined in the Canada License Agreement) of the last remaining license granted under the Canada License Agreement.

Pursuant to the terms of the ~~Cloud DX~~Canada License inAgreement, the ~~physical therapy clinic marketplace in North America in exchange for the purchase price as set forth below:~~

~~On March 9, 2020,~~Company agreed to execute that certain Guaranty Agreement (the “Canada Guaranty”) dated September 24, 2019 by and between the Company and NHL entered into that certain First Amendment to Cloud DX Perpetual Software License Agreement (the “Cloud DX Amendment”) with Cloud DX, effective March 6, 2020, pursuant to which the parties thereto agreed that the CAD$250,000 (approximately $186,231 as of March 6, 2020) that was to be paid by NHL based on the above deliverables would be paid as a one-time payment of 465,578 restricted shares of Company common stock. In addition, pursuantLA Fitness Canada. Pursuant to the terms of the ~~Cloud DX Amendment,~~Canada Guaranty, the ~~parties agreed to settle a $200,000 fee owed by NHL to Cloud DX through~~Company irrevocably guaranteed the full, unconditional, and prompt payment and performance of ~~500,000 restricted shares~~all of ~~Company common stock.~~NHL’s obligations and liabilities under the Canada License Agreement.

~~Except~~In March 2020, as ~~set forth in~~a result of guidelines issued by local, provincial, and federal authorities due to the ~~Cloud DX Amendment, the remaining~~COVID-19 pandemic, LA Fitness Canada closed all facilities nationwide. Currently, under both government and internal corporate directives, LA Fitness Canada is cautiously opening certain facilities to limited access and services. As a result, all contractual terms and conditions of our Canada License Agreement are on hold with all parties indicating the ~~Cloud DX~~intention to amend the Canada License ~~remain~~Agreement and its timelines once “normal” activity resumes in ~~full force~~the LA Fitness Canada facilities. Re-engagement of the contract terms may vary from state to state; however, our model plan to partner and ~~effect.~~sub-license with existing local clinic ownership to launch and operate each LA Fitness Canada based micro-clinic remains intact.

Specific to the impact of COVID-19 on LA Fitness Canada operations and the ever-changing conditions surrounding the re-opening of LA Fitness Canada facilities, we are unable to verify our schedule to commence opening our micro-clinics. The Company has ongoing communications with LA Fitness Canada to best determine the timing of launching out micro-clinics. Furthermore, in our discussions with LA Fitness Canada, all parties agree that the pandemic has created renewed awareness of health wellness as a lifestyle rather than as a treatment. LA Fitness Canada continues to indicate the desire to continue our contractual agreements upon the re-opening of LA Fitness Canada facilities post-pandemic. We believe that the addition of our micro-clinics to LA Fitness Canada facilities further enhances the benefits available to the facilities’ membership by providing direct access to certain multidimensional primary healthcare services.

For the three months ended ~~May 31,~~November 30, 2020 compared to the three months ended ~~May 31,~~November 30, 2019

Revenues for the three months ended ~~May 31,~~November 30, 2020 were ~~$1,038,226,~~$2,155,506, representing a decrease of ~~$1,451,349,~~$393,104, or ~~58.3%~~15.4%, from ~~$2,489,575~~$2,548,610 for the same period in 2019. The decrease in revenue is principally due to the COVID-19 pandemic. We have rebounded from the closure of our clinics ~~from March 17,~~earlier in 2020, but revenues have not fully returned to ~~June 1, 2020, in response to the COVID-19 pandemic. During this period, we only provided primary healthcare services and products solely to patients with emergency and essential needs.~~historical levels.

Cost of revenues for the three months ended ~~May 31,~~November 30, 2020 were ~~$559,976,~~$1,344,056, representing a decrease of ~~$996,889~~$288,885 or ~~64.0%~~17.7%, from ~~$1,556,865~~$1,632,941 for the same period in 2019. The decrease in cost of revenues is principally due the decrease in revenue as described above. Cost of revenues as a percentage of revenue was ~~53.9%~~62.4% for the three months ended ~~May 31,~~November 30, 2020 and ~~62.5%~~64.1% for same period in 2019. The decrease in cost of revenues as a percentage of revenue is principally due to the Canada Emergency Wage Subsidy (CEWS) claimed as part of Canada’s COVID-19 Economic Response Plan that offset the salary expense for clinical workers.

Operating costs for the three months ended ~~May 31,~~November 30, 2020 were ~~$556,801,~~$1,569,174, representing ~~a decrease~~an increase of ~~$439,037,~~$576,680, or ~~44.1%~~58.1%, from ~~$995,838~~$992,494 for the same period in 2019. The ~~decrease~~increase in operating costs is principally due to ~~the closure~~an increase in amortization of ~~our clinics, from March 17, 2020 to June 1, 2020,~~intangible assets and common stock issued for services; offset by decrease in ~~response to the COVID-19 pandemic and~~salary expense due to the CEWS claimed as part of Canada’s COVID-19 Economic Response Plan that offset the salary expense for office staff.

Interest expense for the three months ended ~~May 31,~~November 30, 2020 was ~~$48,245,~~$23,941, representing ~~an increase~~a decrease of ~~$6,510,~~$16,388, or ~~15.6%~~40.6%, from ~~$41,735~~$40,329 for the same period in 2019. The ~~increase~~decrease is due to ~~an additional~~reduction of interest ~~charge incurred on an outstanding obligation.~~bearing debt.

Net loss for the three months ended ~~May 31,~~November 30, 2020 was ~~$101,023,~~$773,103, representing an increase of ~~$250,~~$684,144, or ~~0.2%~~769.1%, from ~~$100,773~~$88,959 for the same period in 2019. The increase in net loss is principally due to ~~the reasons described above.~~

~~For the nine months ended May 31, 2020 compared to the nine months ended May 31, 2019~~

~~Revenues for the nine months ended May 31, 2020 were $6,015,700, representing~~ a ~~decrease of $985,907, or 14.1%, from $7,001,607 for the same period in 2019. The decrease~~15.4% decline in revenue ~~is due to the closure of our clinics, from March 17, 2020 to June 1, 2020, in response to the COVID-19 pandemic; offset by~~and an increase in ~~revenue as a result of the acquisition of Action Plus Physiotherapy Rockland in July 2019. During the period from March 17, 2020~~operating costs related to ~~June 1, 2020 we only provided primary healthcare services and products solely to patients with emergency and essential needs.~~

Cost of revenues for the nine months ended May 31, 2020 were $3,778,777, representing a decrease of $526,911 or 12.2%, from $4,305,688 for the same period in 2019. The decrease in cost of revenues is principally due the decrease in revenue. Cost of revenues as a percentage of revenue was 62.8% for the nine months ended May 31, 2020 and 61.5% for same period in 2019. Thean increase in ~~cost~~amortization of ~~revenues as a percentage of revenue was not significant.~~

Operating costs for the nine months ended May 31, 2020 were $2,543,067, representing a decrease of $510,019, or 16.7%, from $3,053,086 for the same period in 2019. The decrease in operating costs is primarily attributed to the closure of our clinics, from March 17, 2020 to June 1, 2020, in response to the COVID-19 pandemicintangible assets and ~~a reduction in stock-based compensation and due to the CEWS claimed as part of Canada’s COVID-19 Economic Response Plan that offset the salary expense for office staff.~~

Interest expense for the nine months ended May 31, 2020 was $126,291, representing a decrease of $10,352, or 7.6%, from $136,643 for the same period in 2019. The decrease is due to less debt outstanding.

~~Write-offof acquisition deposit for the nine months ended May 31, 2020 was $344,521, representing~~ an increase ~~of $344,521, from $0~~in common stock issued for ~~the same period in 2019. The increase is due to the write-off of an acquisition deposit which is considered impaired since the acquiree has been dissolved and is no longer in business.~~

Net loss for the nine months ended May 31, 2020 was $695,811, representing an increase of $215,474, or 44.9%, from $480,337 for the same period in 2019. The increase in net loss is due to the reasons described above.services.

As shown in the accompanying financial statements, for the ~~nine~~three months ended ~~May 31,~~November 30, 2020, the Company had a net loss of ~~$695,811.~~$773,103.

During the ~~nine~~three months ended ~~May 31,~~November 30, 2020, the Company used cash in operating activities of ~~$426,134~~$148,103 compared to ~~$530,975~~$297,863 for the same period in 2019. The principal reason for the decrease is the ~~cash increase from accounts receivable and from~~ noncash expenses ~~offset by a use of cash from a~~and the decrease in accounts ~~payable.~~receivable.

During the ~~nine~~three months ended ~~May 31,~~November 30, 2020, the Company ~~used~~provided cash infrom investing activities of ~~$268,082~~$0 compared to ~~$705,959~~$114,015 for the same period in 2019. During the period in 2019, the Company received $378,200 from the return of a previous acquisition deposit and made a payment for a deposit on another potential acquisition of $264,185. During the period in 2020 there were no return of or payment for acquisition deposits.

During the three months ended November 30, 2020, the Company provided cash from financing activities of $43,611 compared to $30,147 for the same period in 2019. The principal reason for the ~~change is~~increase in cash provided by financing activities was a decrease in the ~~payment for two new acquisition deposits partially~~repayments to related parties offset by ~~the return of~~ a ~~previous acquisition deposit in fiscal year 2020. In addition, in 2019 we provided a loan~~decrease in the ~~amount~~proceeds received from the sale of ~~$225,924 that is recorded as other receivable.~~common stock.

~~During the nine months ended May 31,~~On September 24, 2020, the Company provided cash of $43,930 in financing activities compared to $3,076,841 for the same period in 2019. The principal reason for the change is the sale of shares of common stock for $113,399 during the nine months ended May 31, 2020, compared to $3,228,098 for the same period in 2019.

~~On October 12, 2019, the Company~~ sold ~~235,400~~219,048 restricted shares of common stock to an accredited investor residing outside the United States for a purchase price of ~~$75,328,~~$92,000, resulting in an effective price per share of ~~$0.32.~~$0.42. The shares were issued on ~~October 15, 2019.~~

On October 19, 2019, the Company sold 118,969 restricted shares of common stock to an accredited investor residing outside the United States for a purchase price of $38,071, resulting in an effective price per share of $0.32. The shares were issued on October 22, 2019.September 24, 2020.

On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental authorities issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic.

As a result of certain provincial proclamations and/or directives issued due to the COVID-19 pandemic, NHL’s clinic operations, which historically represent approximately 53% of the Company’s top-line revenue, were closed on March 17, 2020 for all in-clinic non-essential services while only providing certain virtual based and in-clinic emergency services. Accordingly, the Company’s top-line revenue for the fiscal ~~third~~first quarter (ended ~~May 31,~~November 30, 2020) was adversely impacted with a top-line revenue reduction of ~~58.3%~~15.4% compared to the same period in 2019. However, the pandemic driven clinic shutdown is proving to have nominal effect on ~~bottom-line~~NHL’s clinic operating income for the fiscal ~~third~~first quarter ~~(ended May 31, 2020)~~ended November 30, 2020 as ~~clinic related losses correlate directly with clinic operations.~~compared to the same period in 2019.

As a result of certain provincial proclamations and/or directives issued due to the COVID-19 pandemic, most of NHL’s contracted eldercare services, which historically represent approximately 45% of the Company’s overall top-line revenue, have been identified as essential; thus, we saw nominal impact on our eldercare division’s fiscal year 3^rd1st quarter (ended ~~May 31,~~November 30, 2020) top-line and bottom-line revenue. We project a nominal impact on our fiscal year ~~2020~~2021 top-line and bottom-line revenue as it relates to the eldercare division

NHL’s accounts receivable primarily are comprised of third-party major Canadian insurer accounts in which the collection process, while arduous, provides the Company with a high percentage of success for collection. The percentage for “non-collectable” receivables remains at levels that are typical based on historical data review. In addition, the pandemic has allowed for concentrated successful efforts in collecting existing receivables.

Specific to our current working capital position, as a result of the COVID-19 pandemic, the Company is able to participate in certain ongoing relief assistance programs provided for under Canada’s COVID-19 Emergency Response Plan and the United States CARES Act which provides access to funds for expenses such as wage subsidy, corporate forgivable loan programs and rental subsidy. Based on all the above noted factors, the Company’s fiscal ~~third~~first quarter (ended ~~May 31,~~November 30, 2020) cash and cash equivalents was ~~$1,394,366~~$1,970,391 which was ~~greater~~less than our fiscal ~~second quarter~~year end (ended ~~February 29,~~August 31, 2020) cash and cash equivalents position of ~~$1,209,339.~~$2,067,718.

As a result of the pandemic driven clinic shutdown, the Company projects no measurable liquidity deficiency. In addition, our identified assets (goodwill inclusive) are largely non-affected as the vast majority are related to business growth as identified in our business growth initiatives.

~~Now that our corporate clinics are re-opened under mandated~~these guidelines and protocols ~~in-clinic patient flow~~include both active and passive screening for staff and clients, enhanced cleaning measures using only Health Canada approved disinfectants and sanitizers, personal protective equipment usage, appropriate signage and markers throughout the ~~month of June 2020 has met~~clinics, and ~~exceeded~~layout changes to the clinics to reflect proper physical distancing measures. Additional, more restrictive proclamations and/or directives may be issued in the future.

Based on no additional “lockdowns” or new material directives are implemented limiting the Company’s ability to provide both its clinic and ~~exceeded our projection of 40% of pre-shutdown levels. The~~eldercare community related services, for fiscal year 2021 the Company projects a steady ~~week-over-week~~month-over-month increase as (i) recommended guidelines for patient-clinician on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces.

Our capital requirements going forward will consist of financing our operations until we are able to reach a level of revenues and gross margins adequate to equal or exceed our ongoing operating expenses. We do not have any credit agreement or source of liquidity immediately available to us.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our financial statements.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to useful lives of non-current assets, impairment of non-current assets, allowance for doubtful accounts, and valuation allowance for deferred tax assets. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company follows ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)~~FASB ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance.

The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations and other comprehensive income (loss).

~~Accounting Standards Update (“ASU”)~~ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on March 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from providing healthcare services, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

These five elements, as applied to the Company’s revenue category, are summarized below:

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s Canadian subsidiaries is the Canadian dollar. Translation gains (losses) are classified as an item of other comprehensive income in the stockholders’ equity section of the balance sheet.

In ~~February~~June 2016, the FASB issued ASU ~~2016-02,~~2016-13 ~~Leases~~Financial Instruments - Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments~~. ASU 2016-02 requires lessees to recognize lease~~, which changes the way entities measure credit losses for most financial assets and ~~lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02~~certain other instruments that are not measured at fair value through net earnings. The new standard is effective for ~~fiscal years~~annual periods beginning after December 15, ~~2018 and~~2019, including interim periods inwithin those annual periods. The new standard will be effective for our fiscal ~~years~~year beginning ~~after December 15, 2018, with~~September 1, 2020 and early adoption is permitted. ~~ASU 2016-02 and additional ASUs are now codified as ASC 842 -~~ ~~Leases~~ ~~(“ASC 842”). ASC 842 supersedes the lease accounting guidance in ASC 840~~ ~~Lease~~ ~~and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.~~ The Company ~~adopted ASC 842 on March 1, 2019 and used~~is currently evaluating the ~~modified retrospective transition approach and did not restate its comparative periods. As of the date of implementation on March 1, 2019,~~new guidance to determine the impact ~~of the adoption of ASC 842 resulted in the recognition of a right of use asset~~it may have on its consolidated financial statements and lease payable obligation on the Company’s consolidated balance sheets of $2,360,787. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.related disclosures.

Recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants and the SEC did not or are not believed by management to have a material effect on the Company’s financial statements.

The Company’s Chief Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~May 31,~~November 30, 2020. Based upon such evaluation, the Chief Executive Officer and Principal Financial Officer have concluded that, as of ~~May 31,~~November 30, 2020, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 of the Exchange Act that occurred during the fiscal quarter ended ~~May 31,~~November 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as set forth herein, as of the date of this Quarterly Report on Form 10-Q, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or which our property is the subject. In addition, none of our officers, directors, affiliates or 5% stockholders (or any associates thereof) is a party adverse to us, or has a material interest adverse to us, in any material proceeding.

As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2019~~2020 (the ~~“2019~~“2020 10-K”), as updated from time to time. However, in light of the recent coronavirus (COVID-19) pandemic, set forth below is a risk factor relating to COVID-19. Other than as set forth below, as of the filing date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors faced by the Company from those previously disclosed in the ~~2019~~2020 10-K, as updated from time to time.

On March 17, 2020, as a result of COVID-19 infections having been reported throughout both Canada and the United States, certain national, provincial, state and local governmental ~~authorities~~ issued proclamations and/or directives aimed at minimizing the spread of COVID-19. Accordingly, on March 17, 2020, the Company closed all corporate clinics for all in-clinic non-essential services to protect the health and safety of its employees, partners and patients. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic.

Operating under COVID-19 related ~~authorized~~ governmental proclamations and directives, between March 17, 2020 and June 1, 2020, the Company provided in-clinic multi-disciplinary primary healthcare services and products solely to patients with emergency and essential ~~need.~~need while also providing certain virtual based services related to physiotherapy. In light of ~~our~~most eldercare ~~contracted~~related services being deemed essential by national, provincial and local governmental authorities in Canada, ~~our~~NHL’s contracted eldercare ~~contracted~~related services have been nominally impacted during the fiscal third quarter and we project the same for the fiscal fourth quarter.

With our clinic facilities re-opened and our eldercare contracts operating under COVID-19 pandemic related mandated guidelines and protocols, for the month ended November 30, 2020 NHL’s clinic-based patient flow has met and exceeds 80% for the same period in 2019. In addition, for the month ended November 30, 2020 NHL’s eldercare contract services provided has met and exceeds 92% for the same period in 2019. As of ~~July 10,~~November 30, 2020, the Company ~~had increased staffing to 51~~has 73 full-time employees and 2454 part-time employees.

~~Now that our corporate clinics~~Based on no additional “lockdowns” or new material directives are ~~re-opened under mandated guidelines~~implemented limiting the Company’s ability to provide both its clinic and ~~protocols, in-clinic patient flow~~eldercare community related services, for fiscal year 2021 the ~~month of June 2020 has met our projection of 40% of pre-shutdown levels. The~~ Company projects a steady ~~week-over-week~~month-over-month increase as (i) recommended guidelines for patient-clinician on-site interaction are eased, and (ii) more overall movement restrictions are reduced and people are more comfortable in public spaces.

In ~~March~~September 2020, the Company issued ~~965,578~~219,048 restricted shares of common stock to ~~Cloud DX pursuant to~~an accredited investor residing outside the ~~terms~~United States for a purchase price of ~~the Cloud DX Amendment.~~$92,000, resulting in an effective price per share of $0.42. The shares ~~had a value of $386,231.~~were issued on September 24, 2020.

The above sales were made pursuant to an exemption from registration as set forth in Regulation S under the Securities Act, Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Nevada		59-3691650
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

11120 NE 2nd Street, Suite ~~200~~100 Bellevue, Washington		98004
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each Exchange on which Registered
N/A		N/A		N/A

PART I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	2223

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3132

Item 4.	Controls and Procedures	3132

PART II – OTHER INFORMATION		3133

Item 1.	Legal Proceedings	3133

Item 1A.	Risk Factors	3133

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3234

Item 3.	Defaults Upon Senior Securities	3334

Item 4.	Mine Safety Disclosures	3334

Item 5.	Other Information	3334

Item 6.	Exhibits	3335

Signatures		3436

	●	Cloud DX Connected Health web portal for clinical users,

	●	Cloud DX Connected Health mobile app,

	●	Cloud DX Connected Health Windows app, and

	●	Cloud DX Connected Health MacOS app.

	May 31, 2020		May 31, 2019		August 31, 2019

Period end: CAD to USD exchange rate	$	0.7263	$	0.7395	$	0.7507
Average period: CAD to USD exchange rate	$	0.7435	$	0.7540

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
Emerging growth company	[ ]

	November 30, 2020		November 30, 2019		August 31, 2020

Period end: CAD to USD exchange rate	$	0.7705	$	0.7531	$	0.7674
Average period: CAD to USD exchange rate	$	0.7594	$	0.7564	$	0.7435

Leasehold improvements	5 years
Clinical equipment	5 years
Computer equipment	3 years
Office equipment	5 years
Furniture and fixtures	5 years

	APKA			EFL			Rockland			Total
Balance, August 31, 2019	$	187,675		$	217,703		$	217,703		$	623,081
Foreign currency translation adjustment		(6,100	)		(7,076	)		(7,076	)		(20,252	)
Balance, May 31, 2020	$	181,575		$	210,627		$	210,627		$	602,829

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	●	Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement.

	●	executed contracts with the Company’s customers that it believes are legally enforceable;
	●	identification of performance obligations in the respective contract;
	●	determination of the transaction price for each performance obligation in the respective contract;
	●	allocationof the transaction price to each performance obligation; and
	●	recognition of revenue only when the Company satisfies each performance obligation.

	May 31, 2020			August 31, 2019
Trade receivables	$	1,438,892		$	1,631,036
Amounts earned but not billed		148,931			304,059
		1,587,823			1,935,095
Allowance for doubtful accounts		(470,751	)		(471,566	)
Accounts receivable, net	$	1,117,072		$	1,463,529

Twelve Months Ending November 30,
2021	$	1,345,257
2022		1,345,257
2023		1,345,257
2024		1,345,257
2025		1,345,257
Thereafter		19,560,849
Total	$	26,287,134

	●	Upon the closing, the Company issued 458,349 restricted shares of its common stock having a value (as calculated as set forth in the Cloud DX License) of CAD$1,000,000 (approximately $758,567 as of February 26, 2019), and

	●	Cloud DX agreed to invoice CAD$250,000 (approximately $189,642 as of February 26, 2019) to NHL based on the following deliverables, and paid on the following schedule:

	Cloud DX deliverable		Novo payment (terms: Net 15)
	Heart Friendly Program launches in Clinic #1		CAD$50,000 (approximately $37,929 as of February 26, 2019)
	Novo-branded Android app delivered as APK file		CAD$35,000 (approximately $26,550 as of February 26, 2019)
	Novo-branded Clinical portal website delivered		CAD$35,000 (approximately $26,550 as of February 26, 2019)
	Pulsewave PAD-1A devices – 1st delivery		CAD$20,000 (approximately $15,171 as of February 26, 2019)
	Marketing services / materials delivered		CAD$25,000 (approximately $18,964 as of February 26, 2019)
	Cloud DX hires dedicated Novo support FTE		CAD$85,000 (approximately $64,478 as of February 26, 2019)

	●	~~354,369~~219,048 restricted shares of common stock to a non-U.S. person for cash proceeds of ~~$113,399;~~$92,000;

	●	8,000,000 restricted shares of common stock as consideration for the Intellectual Property Asset Purchase Agreement with a value of $5,248,000 based on the closing share price of $0.656 on the execution date of the Agreement; and
	●	965,578 restricted shares of common stock as consideration for the License Agreement Amendment No. 1 with a value of $386,231 based on the closing share price of $0.40 on the execution date of the Agreement Amendment No.1.

	●	~~3,245,444 restricted shares of common stock for cash proceeds of $3,228,098;~~

	●	12,000,000 restricted shares of common stock as consideration for the Assignment, to the Company, of a Joint Venture Agreement with a value of $21,600,000 based on the closing share price of $1.80 on the execution date of the Closing Certificate, and

	●	~~458,349~~150,000 restricted shares of common stock as consideration for a ~~Licensing~~Statement of Work Agreement with an independent contractor valued at $55,500. The fair value was determined based on ~~a per share~~the market price of ~~$1.655 with~~the Company’s common stock on the date of grant; and
	●	500,000 restricted shares of common stock as consideration for a Consulting and Services Agreement valued at $192,500. The fair value was determined based on the market price of ~~$758,567.~~the Company’s common stock on the date of grant.

Outstanding and Exercisable
Number of
Options/		Exercise
Warrants		Price
10,045,000	$	0.16
7,750,000		0.30
50,000		0.50
17,845,000

~~Risk-free interest rate~~	~~2.78~~	%
~~Expected life of the options~~	~~3.5 years~~
~~Expected volatility~~	~~294~~	%
~~Expected dividend yield~~	0	%

	●	Upon the closing, the Company issued 458,349 restricted shares of its common stock having a value (as calculated as set forth in the Cloud DX License) of CAD$1,000,000 (approximately $758,567 as of February 26, 2019), and
	●	~~Cloud DX agreed to invoice CAD$250,000 (approximately $189,642 as of February 26, 2019) to NHL based on the following deliverables, and paid on the following schedule:~~

	~~Cloud DX deliverable~~		~~Novo payment (terms: Net 15)~~
	~~Heart Friendly Program launches in Clinic #1~~		~~CAD$50,000 (approximately $37,929 as of February 26, 2019)~~
	~~Novo-branded Android app delivered as APK file~~		~~CAD$35,000 (approximately $26,550 as of February 26, 2019)~~
	~~Novo-branded Clinical portal website delivered~~		~~CAD$35,000 (approximately $26,550 as of February 26, 2019)~~
	~~Pulsewave PAD-1A devices – 1st delivery~~		~~CAD$20,000 (approximately $15,171 as of February 26, 2019)~~
	~~Marketing services / materials delivered~~		~~CAD$25,000 (approximately $18,964 as of February 26, 2019)~~
	~~Cloud DX hires dedicated Novo support FTE~~		~~CAD$85,000 (approximately $64,478 as of February 26, 2019)~~

Exhibit Number		Description of Document

~~10.1~~3.1		~~First~~Certificate of Amendment ~~to Cloud DX Perpetual Software License Agreement dated March 6, 2020 and entered into~~filed by the registrant with the Nevada Secretary of State on ~~March~~November 9, 2020 (incorporated by reference to Exhibit ~~10.1~~3.1 to the registrant’s Current Report on Form 8-K as filed with the Commission on ~~March 12,~~November 30, 2020).

3.2		Termination of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 2020 (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K as filed with the Commission on November 30, 2020).

3.3		Certificate of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 2020 (incorporated by reference to Exhibit 3.3 to the registrant’s Current Report on Form 8-K as filed with the Commission on November 30, 2020).

3.4		Termination of Amendment filed by the registrant with the Nevada Secretary of State on December 4, 2020 (incorporated by reference to Exhibit 3.5 to the registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020).

3.5		Certificate of Amendment filed by the registrant with the Nevada Secretary of State on December 4, 2020 (incorporated by reference to Exhibit 3.6 to the registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020).

31.1		Rule 13a-14(a) Certification of Principal Executive Officer.

31.2		Rule 13a-14(a) Certification of Principal Financial Officer.

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Labels Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

	NOVO INTEGRATED SCIENCES, INC.

Dated: ~~July 14, 2020~~January 13, 2021	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer (principal executive officer)

	By:	/s/ ~~Klara Radulyne~~Thomas Bray
		~~Klara Radulyne~~Thomas Bray
		Principal Financial Officer

Outstanding and Exercisable

Number of
Options/
Warrants

Exercise
Price