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<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b><u>Note 2 –
Summary of Significant Accounting Policies:</u></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"> <b>Basis of Presentation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company’s is
a wholly owned subsidiary of, Generex and the Company has been dependent on Generex to fund its operations. Generex does not have
costs centralized or shared services departments serving all its subsidiaries, accordingly, no allocations of centralized or shared
service are necessary or included in the financial statements, as they are de-minimis.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The accompanying unaudited
condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP
for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments,
considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar
year.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Operating results for
the three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year
ending July 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Use of Estimates</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The preparation of 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 dates of the financial statements and the
reported amounts of revenue and expenses during the reporting periods.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Research and Development
Costs</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Expenditures for research
and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs,
and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development
tax credit arrangements are offset against current research and development expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company has started
Ii Key viral vaccine research in the current quarter in an effort to become revenue producing and bring vaccines to market on behalf
of the parent company Generex Biotechnology. In effect, the Company has incurred increased expenses to achieve that goal with the
financial support of the parent company in the current period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Income Taxes</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">NGIO is included in the
Generex consolidated federal tax return. All tax provisions and the related tax liabilities and assets have been computed using
the separate return method, as if the company was the legal taxpayer.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Income taxes are accounted
for under the asset and liability method prescribed by FASB Accounting Standards Codification (“ASC”) Topic 740. These
standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect
the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is
provided if it is more likely than not that some or all of the deferred tax asset will not be realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Revenue </b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company expects to
generate revenue from licenses to access its intellectual property.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">If a license to the Company’s
intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company
recognizes revenues attributed to the license when the license is transferred to the customer and the customer is able to use and
benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature
of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a
point in time. At the inception of each arrangement that contain development milestones, the Company evaluates whether the development
milestones included are considered probable of being reached and estimates the amount to be included in the transaction price using
the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone
value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee,
such as regulatory approvals, are not generally considered probable of being achieved until those approvals are received.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New Accounting Standards</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company has reviewed
the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have
effective dates during the periods reported and in future periods. The Company does not believe that any new or modified standards
will have a material impact on the Company’s reported financial position or operations in the near term. The applicability
of any standard is subject to the formal review of our financial management and certain standards are under consideration.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b><u>Note 3 - Commitments
and Contingencies:</u></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Commitments</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On November 20, 2018,
the Company entered into a clinical trial agreement with NSABP Foundation, Inc. (“NSABP”) under which NSABP will conduct
clinical research using the Company’s AE37 peptide immunotherapeutic vaccine in combination with pembrolizumab (Ketruda®)
for the treatment of metastatic triple negative breast cancer. The Company has agreed to pay NSABP an amount not to exceed $2,118,461
based on NAABP achieving various milestones. The Company recognized $0 and $251,459 as research and development related to the
clinical trial agreement with NSABP for the periods ending October 31, 2020 and 2019 respectively.</p>
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0"> <br />
</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Clinical Trial Agreement
terminates upon the completion of the obligations under such agreement. The Clinical Trial Agreement may be terminated by (i) any
party if the authorization to conduct the Phase II clinical trial is revoked by the FDA; if the human and/or toxicology results
support termination; safety concerns; if the manufacture of a drug used in the Phase II clinical trial has been exhausted or (ii)
by NSABP if NGIO fails to pay NSABP an undisputed amount under the Clinical Trial Agreement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On July 7, 2020 we entered
into an agreement with Ajinomoto Bio-Pharma Services (“Ajin”) under which Ajin will manufacture one cGMP batch of AE
37. We may cancel the agreement by providing Ajin written notice. If we cancel the project, we will be subject to cancellation
fees and be required to reimburse Ajin’s unbilled costs prior to the effective date of the cancellation. The estimated total
payments required under this agreement are $243,900, including shipping and material estimates, of which Ajin has billed us $126,950
related to this agreement which is recognized as in research and development in our statement of operations. Of the $130,450 that
was billed $4,500 is related to the period ending on October 31, 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On October 2, 2020, the
Company entered into an agreement with Polypeptide Laboratories San Diego to provide services for individual studies and projects,
which may include synthetic process development, chemical synthesis, analytical method development and analysis of peptides and
any other services relating to chemistry services requested from the Company. NGIO shall conduct research activities and pay Polypeptide
Laboratories San Diego for fees, expenses, and pass-through costs in accordance with each work order.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On October 5, 2020, the
Company and its parent Generex Biotechnology Corporation, (collectively “Generex”) entered into a Distribution and
Licensing Agreement (the “Agreement”) with Bintai Healthcare SDN BHD, a subsidiary of Bintai Kinden Corporation Berhad
of Malaysia (“Bintai”) for the exclusive rights to distribute, sell, develop and commercialize the Generex Ii-Key-SARS-CoV-2
coronavirus vaccine (the “Vaccine”) in Malaysia and South East Asia countries, with right of first refusal to commercialize
the Vaccine within New Zealand, Australia and the Global Halal markets (the “Territory”). The Agreement, among other
things, consists of Bintai providing 100% funding for U.S. clinical development, manufacturing and commercial registration of the
Vaccine for the Territory.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Payable to Foundation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On February 1, 2007,
the Company entered into a clinical study agreement (the “CSA”) with a Henry J. Jackson Foundation (“Foundation”)
for two Phase II clinical trials to determine if a vaccine containing AE37 plus GM-CSF or another peptide vaccine compound (GP2)
plus GM-CSF improved patient outcomes. The Foundation conducted the study, under the sponsorship of an institute affiliated with
the United States Military until the IND #12229 was transferred to NGIO (then Antigen Express), after which HJF continued trial
management on behalf of NGIO. In consideration for the study the Company agreed to total compensation of $2,700,000 at various
intervals over the term of the agreement.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On September 1, 2013
the Foundation and the Company entered into a forbearance agreement (the “Forbearance Agreement”) under which the
Company acknowledged they were $1,315,817 in arrears in its payment and interest obligations to the Foundation under the CSA (the
“Original Forbearance Amount”). Pursuant to the Forbearance Agreement, the Company and the Foundation in exchange
for the Foundations deferring the Company’s overdue payments, future payments and interest, the Company agreed, among other
things to pay the Foundation certain royalties and accelerated payments (“Forbearance Payments”)6.Effective August
1, 2015, the Company capitalized all outstanding unpaid interest on the outstanding balance. For the period ended October 31,
2020 and 2019, the Company recorded interest expense in the amount of $238,759 and $199,695, respectively, in the statements of
operations. As of October 31,2020 and July 31, 2020 the Company has recorded accrued interest of $4,149,900 and $3,911,141, respectively.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Related Party</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Expenses paid by Generex
on behalf of the Company have been treated as capital contributions from Generex as Generex will not be reimbursed by the Company
for these expenses. For the three-month periods ended October 31, 2020 and 2019, Generex paid expenses of $1,567,143 and $26,586,
respectively. Certain shared expenses incurred by Generex, such as the shared corporate headquarters, have not been allocated to
the Company as they are de minimus.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>COVID-19</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0; background-color: white">The
ongoing coronavirus outbreak at the beginning of 2020 has impacted various businesses throughout the world, including travel restrictions
and the extended shutdown of certain businesses in impacted geographic regions. If the coronavirus outbreak situation should continue
to worsen, we may experience disruptions to our business including, but not limited disruptions of our ongoing clinical trials
and the operations of our partners.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The extent to which the
coronavirus impacts our operations or those of our third-party partners will depend on future developments, which are highly uncertain
and cannot be predicted with confidence, including the duration of the outbreak, new information that may emerge concerning the
severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Any such disruptions
or losses we incur could have a material adverse effect on our financial results and our ability to conduct business as expected.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b><u>Note 4 - Stockholders’
Deficiency:</u></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Common Stock</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">On July 14, 2020, the
Company entered into a purchase agreement with an investor Oasis Capital, LLC (“Oasis”) pursuant to which Oasis has
agreed to purchase from the Company up to $50,000,000 of common stock at 92% of the market price for the period of five (5) consecutive
trading days immediately subject to a put notice on such date on which the purchase price is calculated in accordance with the
terms and conditions of the agreement (subject to certain limitations) from time to time over a 36-month period. We also issued
to Oasis 300,000 shares under the Oasis Capital Agreement as a commitment fee in connection with a registration statement. This
transfer has been accounted through common stock and additional paid in capital which has no net effect on equity.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Registration Statements</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company filed three
Form S-1s for Registration of Securities pursuant to the Securities Act of 1933 (the Securities Act”) on September 14, 2020.
One Registration Statement relates to the offer and sale of up to 1,700,000 shares of common stock NGIO, by the selling stockholders.
The second Form S-1 for Registration statement registered 100,000 shares of Series A Cumulative Redeemable Perpetual Preferred
Stock at $0.001 par value per share. The third filing, is to register shares of $0.001 par value per share common stock and shares
of common stock issuable upon exercise of Common Stock Purchase Warrants. The number of shares to be registered and the offering
price have not yet been determined.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b><u>Note 5–Income
taxes:</u></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on net deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. At October 31, 2020, the Company had a full
valuation allowance against its deferred tax assets, accordingly the Company did not recognize an income tax benefit for losses
incurred during the three-month period ended October 31, 2020.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Basis of Presentation</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company’s is
a wholly owned subsidiary of, Generex and the Company has been dependent on Generex to fund its operations. Generex does not have
costs centralized or shared services departments serving all its subsidiaries, accordingly, no allocations of centralized or shared
service are necessary or included in the financial statements, as they are de-minimis.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The accompanying unaudited
condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP
for complete financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments,
considered necessary for a fair presentation have been included. The Company’s fiscal year ends on July 31 of each calendar
year.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Operating results for
the three months ended October 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year
ending July 31, 2021.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Use of Estimates</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The preparation of 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 dates of the financial statements and the
reported amounts of revenue and expenses during the reporting periods.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Research and Development
Costs</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Expenditures for research
and development are expensed as incurred and include, among other costs, those related to the production of experimental drugs,
and amounts incurred for conducting clinical trials. Amounts expected to be received from governments under research and development
tax credit arrangements are offset against current research and development expense.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company has started
Ii Key viral vaccine research in the current quarter in an effort to become revenue producing and bring vaccines to market on behalf
of the parent company Generex Biotechnology. In effect, the Company has incurred increased expenses to achieve that goal with the
financial support of the parent company in the current period.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Income Taxes</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">NGIO is included in the
Generex consolidated federal tax return. All tax provisions and the related tax liabilities and assets have been computed using
the separate return method, as if the company was the legal taxpayer.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Income taxes are accounted
for under the asset and liability method prescribed by FASB Accounting Standards Codification (“ASC”) Topic 740. These
standards require a company to determine whether it is more likely than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the more likely than not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements. Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities reflect
the tax rates expected to be in effect for the years in which the differences are expected to reverse. A valuation allowance is
provided if it is more likely than not that some or all of the deferred tax asset will not be realized.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>Revenue </b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company expects to
generate revenue from licenses to access its intellectual property.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">If a license to the Company’s
intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company
recognizes revenues attributed to the license when the license is transferred to the customer and the customer is able to use and
benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgement to assess the nature
of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a
point in time. At the inception of each arrangement that contain development milestones, the Company evaluates whether the development
milestones included are considered probable of being reached and estimates the amount to be included in the transaction price using
the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone
value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee,
such as regulatory approvals, are not generally considered probable of being achieved until those approvals are received.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New Accounting Standards</b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company has reviewed
the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have
effective dates during the periods reported and in future periods. The Company does not believe that any new or modified standards
will have a material impact on the Company’s reported financial position or operations in the near term. The applicability
of any standard is subject to the formal review of our financial management and certain standards are under consideration.</p>
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268881
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b><u>Note 1 –
Nature of Operations and Going Concern:</u></b></p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">NuGenerex Immuno-Oncology,
Inc. (“the Company’) is an oncology company focused on the modulation of the immune system to treat cancer. To that
end, the Company is developing immunotherapeutic products and vaccines based on proprietary, patented platform technology, Ii-Key.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The accompanying financial
statements of Nugenerex Immuno-Oncology, Inc. (the “Company”) have been prepared in conformity with accounting principles
generally accepted in the United States of America (“U.S. GAAP”), which contemplates continuation of the Company as
a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has
both accumulated deficits of approximately $40.2 million and a working capital deficiency of approximately $6.0 million as of October
31, 2020. The Company’s parent, Generex Biotechnology Corporation (“Generex”) has funded substantially all the
Company’s underlying working capital deficiencies. The uncertain economic fallout from the COVID -19 pandemic may also adversely
affect our operations (See Commitments and Contingencies). These conditions raise substantial doubt about the Company’s ability
to continue as a going concern.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">The Company will continue
to require substantial funds to implement its business plans.  Management’s plans, to meet its operating cash flow requirements,
include financing activities such as public or private placements of its common stock, preferred stock offerings, and issuances
of debt and convertible debt instruments. There are no assurances that such additional funding will be achieved and that the Company
will succeed in its future operations. Management is also actively pursuing financial and strategic alternatives, including strategic
investments and divestitures, industry collaboration activities and strategic partners.</p>
<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">These financial statements
do not include any adjustments to the recoverability and classification of recorded assets amounts and classification of liabilities
that might be necessary should the Company not be able to continue as a going concern. The Company’s inability to obtain
required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on
its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and
implement its strategic development plan, its liquidity, financial condition, and business prospects will be materially and adversely
affected, and the Company may have to cease operations.</p>