The following discussion of our financial condition and results of operations for the quarterly period ended September 30, 2019 and fiscal year ended March 31, 2019 should be read in conjunction with our financial statements and the related notes, included in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.





Overview

Celexus, Inc. is an acquisition, management and holding company for early stage businesses and technologies in the hemp industry. We intend to become a key supplier of high grade CBD hemp seeds and clones to international farmers entering the market. The quality, durability, performance and certification on hemp seeds and clones will determine their value. Our seeds will ultimately be bio-engineered to grow large, robust crops, durable to a wide range of weather and altitude and will contain some of the highest percentages of CBD on the market. Our genetic improvement strategy includes the following objectives:



  · High yield




  · Minimal male contamination




  · Premium market quality




  · Reliable low levels of THC content




   ·  Continual development of new improvements to our strains of hemp seeds and
      clones

We are committed to breeding strains of hemp that can maximize the profitability of the industrial hemp industry.

Results of Operations

The company has not yet begun its principal operations, and will not do so until completing its initial acquisition. As of the date of this quarterly report, the acquisition of HempWave has not yet been completed. As noted in our Form 8-K filed on August 6, 2019, we reached an agreement with HempWave to extend the time period to complete a due diligence review and appraisal of HempWave from July 31, 2019 to January 3, 2020. During December 2019 the date of the merger completion was subsequently changed to May 31, 2020 or sooner.



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Three Months Ended September 30, 2019 and 2018



                                 September 30, 2019     September 30, 2018     Change
Revenues                        $             -        $               -      $   -
Operating Expenses                            -                       636       (636 )
Loss from Operations                          -                      (636 )      636
Interest Expenses                           (794 )                   (695 )      (99 )
Total Other Income (Expenses)               (794 )                   (695 )      (99 )
Net Loss                        $           (794 )     $           (1,331 )   $  537

For the three months ended September 30, 2019 and 2018, we did not record any revenue and our operating expenses were $0 and $636, respectively.

In addition, for the three months ended September 30, 2019 and 2018, we recorded interest expenses of $794 and $695, respectively.

As a result of the foregoing, the company experienced a ness loss of $794 for the three months ended September 30, 2019, as compared to a net loss of $1,331 for the three months ended September 30, 2018.

Six Months Ended September 30, 2019 and 2018



                                          September 30,       September 30,
                                               2019                2018              Change
Revenues                                  $        -          $         -         $       -
Operating Expenses                             52,894                1,248            51,646
Loss from Operations                          (52,894 )             (1,248 )         (51,646 )
Gain on Forgiveness of Liabilities                  2                   -                  2
Interest Expenses                              (1,501 )             (1,366 )            (135 )
Total Other Income (Expenses)                  (1,499 )             (1,366 )            (133 )
Net Loss                                  $   (54,393 )       $     (2,614 )      $  (51,779 )

For the six months ended September 30, 2019 and 2018, we did not record any revenue and our operating expenses were $52,894 and $1,248, respectively. The increase was due to professional fee incurred in the effort to get the Company's filings current.



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In addition, for the six months ended September 30, 2019 and 2018, we recorded interest expenses of $1,501 and $1,366, respectively.

As a result of the foregoing, the company experienced a ness loss of $54,393 for the six months ended September 30, 2019, as compared to a net loss of $2,614 for the six months ended September 30, 2018.

Liquidity and Capital Resources

At March 31, 2019 we had $44,862 in current assets compared to $16,168 at September 30, 2019. These assets consisted entirely of cash deposited into our bank account, and the reduction was directly related to the increase in professional fees identified above. Current liabilities at March 31, 2019 totaled $92,859 compared to $118,558 at September 30, 2019, representing an increase of $25,699 in accounts payable and interest payable.

Our operations will not fully commence until we complete our acquisition of HempWave by fulfilling the Exchange Agreement with HempWave prior to the end of the review period, which was extended until May 31, 2020 by mutual consent and amendment of the Exchange Agreement. Pursuant to the Exchange Agreement and subsequent amendment, we will issue Common Stock in the amount of $13,000,000 to HempWave as compensation, with the number of shares calculated by an independent appraisal. Over the course of the current fiscal year ending March 31, 2020, we intend to explore various fundraising methods available to us to replenish the company's cash reserves and to expand its operations.

The company has significant net operating loss carryforwards that may offset future tax expenses. For the fiscal year ended March 31, 2019, the company had a net operating loss carryforward of $5,812,118, which could be used to defer up to $1,220,545 of federal tax expenses at a 21% statutory tax rate.

Our operations will not fully commence until we complete our acquisition of HempWave by fulfilling the Exchange Agreement with HempWave prior to May 31, 2020. Pursuant to the Exchange Agreement, we will issue Common Stock in the amount of $13,000,000 to HempWave as compensation. Over the course of the current fiscal year ending March 31, 2020, we intend to explore various fundraising methods available to us to replenish the company's cash reserves and to expand its operations.

Off-Balance Sheet Arrangements

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 are material to investors.

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