Plan of Operation

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to acquire, merge or seek a business combination for growth to create value for our shareholders. In this regard, our general plan is to seek business acquisitions, combinations or opportunities. We do not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We may seek a business acquisition, merger or combination with entities which have recently commenced operations, or that desire to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We expect that the selection of a business acquisition, merger or combination will be complex and risky. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.

We currently have a number of acquisitions that are pending completion and execution of material definitive agreements. In particular, we completed our due diligence into acquisition transactions with Pacific Merchant Processing, Inc., Sunshine Hemp, Inc., Microcap Advisors, LLC, SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting. Each acquisition is pending completion through the finalization and execution of material definitive agreements, at which time we will disclose our final complete acquisitions on Form 8-K. Once completed, the material definitive agreements between the Company and Microcap Advisors, LLC, Sunshine Hemp, Inc. and Pacific Merchant Processing, Inc. will be deemed related party transactions. Justin Costello, our former sole director and manager of GRN Funds, LLC, our former majority shareholder, is vice president of Sunshine Hemp, Inc., manager of Microcap Advisors, LLC, and governor of Pacific Merchant Processing, Inc.

At this time, we have little cash on hand or committed resources of debt or equity to fund these losses, and will be reliant, potentially, on advances from our principal shareholder, director and officer.

Evaluation of new business opportunities is undertaken by, or under the supervision of, our director Mr. Donald Steinberg. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of any business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction consistent with SEC Rules.









13

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2020 COMPARED TO THE THREE MONTHS ENDED OCTOBER 31, 2019





Revenue

We recognized no revenue during the three-month periods ended October 31, 2020 and 2019, as we have no business from which to generate revenue.

General and Administrative Expenses

During the three months ended October 31, 2020, we incurred $189,376 in general and administrative expenses which was broadly comparable to the $30,783 we incurred in general and administrative expenses during the three months ended October 31, 2019, representing an increase of $158,593. General and administrative expenses included legal fees related to compliance, litigation and proposed business acquisitions, accounting fees and investor relations costs.





Other Income (Expense)

During the three months periods ended October 31, 2020 and October 31, 2019, we incurred no other income or expenses.





Net Income (Loss)

During the three months ended October 31, 2020, we recognized a net loss of $189,376 compared to a net loss of $30,783 during the three months ended October 31, 2019, a variance of $158,593. The variance was principally due to an increase in our general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2020, we had $19,201 cash or cash equivalents, no prepaid expenses or other assets, no operating business or other source of income, and total outstanding liabilities of $444,776, while our shareholders' deficit was $9,172,707.

Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

It is our current intention to seek to raise debt and, or, equity financing to meet ongoing operating expenses and attempt to complete and close our pending acquisitions and/or acquire, merge with or engage in other business combinations with other entities to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed, and future losses are likely to occur.

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended April 30, 2020 and 2019, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.





Our primary sources (uses) of cash for the six months ended October 31, 2020 and
2019 were as follows:



                                            Six months ended       Six months ended
                                            October 31, 2020       October 31, 2019

Net Cash Used in Operating Activities $ (42,120 ) $ (141,922 ) Net Cash from Investing Activities

                         -                      -
Net Cash Provided by Financing Activities              61,321                141,922
Net Change in Cash and Cash Equivalents     $          19,201     $               -










14












Operating Activities

During the six months ended October 31, 2020, we recognized a net loss of $384,899, comprised of general and administrative expenses and increased by legal, accounting and investor relations costs, and a decrease in prepaid expenses of $58,265, resulting in net cash flow used in operating activities of $42,120. By comparison, during the six months ended October 31, 2019, we recognized a net of $25,180, which was decreased for cash flow purposes by our non-cash gain of $32,381 on the settlement of certain of our liabilities and an $84,361 decrease in accounts payable resulting in net cash flow used in operating activities of $141,922.





Investing Activities

We neither generated nor used funds in investing activities during the six months ended October 31, 2020 and 2019.





Financing Activities

During the six months ended October 31, 2020, we received $61,321 from advances in loans from our principal shareholder to fund our working capital requirements. During the six months ended October 31, 2019, we received $111,579 by way of capital contributions from our former principal shareholders and $30,354 by way of loans from our former principal shareholders to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Off-Balance Sheet Arrangements

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





Contractual Obligations

None

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