The following discussion and analysis should be read in conjunction with the financial statements and notes thereto, and other financial information included elsewhere in this Annual Report. This report contains forward-looking statements that involve risks and uncertainties. Actual results in future periods may differ materially from those expressed or implied in such forward-looking statements as a result of a number of factors.





Overview

The Company was incorporated in the State of Nevada on April 28, 2010 with an intention to be an authorized retailer of wireless telephones and service plans with initial operation in Michigan or elsewhere in the Midwest. From 2011 to 2015, the Company operated as an exploratory stage mining company focused on developing operations in Ghana. The Company unsuccessfully tried to raise capital in order to implement its business plan, and subsequently failed to file its reports to the Commission in a timely fashion. The Company terminated its registration with the Commission on May 1, 2015 by filing Form 15 12g-4(a)(2). Thereafter, the Company stopped filing required reports pursuant to Rules 13 and 15d of the Securities Act of 1934 ("Exchange Act").

On July 30, 2018, the Company filed Form 10-12g with the Commission disclosing that it was a shell company seeking to acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Exchange Act.

On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Registrant's common stock representing 55.65% of this issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. The total purchase price of $300,000 was paid by GRN Funds, LLC. As a condition to the closing of the transaction, the Registrant's Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Registrant, President and Chief Executive Officer. As of the date of this filing, the Company has no current business operations.

During the period October 2019 through January 2020, we entered into various non-binding letters of intent to potentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred .

Our non-binding letters of intent, and corresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in that Mr. Justin Costello, our sole director, officer and manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity. The approximate dollar amount involved in each transaction, and Mr. Costello's corresponding interests, are unknown as of the date of this filing, as each transaction is pending completion and execution of material definitive agreements.

Critical Accounting Policies, Estimates and New Accounting Pronouncements

Management's discussion and analysis of its financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are critical in fully understanding and evaluating our financial condition and results of operations include those stated in the notes to our accompanying financial statements.





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COVID-19

On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency in response to a new strain of a coronavirus (the "COVID-19 outbreak"). In June 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company's industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it may have a material adverse effect on the Company's results of future operations, financial position, and liquidity in fiscal year 2020.





Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $169,731 for the twelve months ended April 30, 2020 and $9,297 in 2019. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Revenue Recognition

The Company plans to account for revenue under ASC Topic 606, Revenue Recognition, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services as follows:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract(s)

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

At this time, we have not identified specific planned revenue streams. During the years ended April 30, 2020 and 2019, we did not recognize any revenue.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended April 30, 2020 and 2019, due to cumulative losses, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of April 30, 2020, and 2019, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero.

Loss Contingencies

Consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.

Net Income (Loss) Per Common Share

We report net income (loss) per common share in accordance with ASC 260, "Earnings per Share." This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.







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Related Party Transactions

We follow ASC subtopic 850-10, "Related Party Transactions," for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Result of Operations - Comparison of Years Ended April 30, 2020 versus 2019

General and administrative expenses

Our general and administrative expenses were $467,862 for the twelve months ended April 30, 2020, versus $125,164 for the same period in 2019. The principal difference for the increase of $342,698 is due to increases in investor relations, accounting, professional and legal fees.

Liquidity and Capital Resources

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the year ended April 30, 2020, we reported a net loss of $435,950 and an accumulated deficit of $9,083,046 as of April 30, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

Our primary internal sources of liquidity were provided by loans and notes payable to a related party of $72,090 and $174,884 for April 30, 2020, respectively, as compared to $77,218 and $7,697 for April 30, 2019, an increase of $162,059. We have, during the period ended April 30, 2020, relied upon related party loans and notes payable to fund our operations. Our ability to rely upon internal financing to fund operations is not guaranteed, and this may limit our ability to secure future funding. The lack of available loans and notes payable which is reasonably likely to result in our liquidity decreasing in a material way. We intend to continue to use loans and other forms of financing such as the sale of additional equity and debt securities and other credit facilities to conduct our ongoing business, and to also conduct strategic business development and implementation of our business plans generally.





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Operating Activities

For the year ended April 30, 2020 and 2019, the Company used cash for operating activities of $169,731 and $9,297, respectively. Operating activities consist of professional fees including legal, accounting, consulting and investor relations. Increases are due primarily to increases in professional fees. During year ended April 30, 2020, the Company had a net loss of $435,950 and gain on settlement of liabilities of $32,381. These operating outflows are further offset by stock issued for compensation of $65,999, decrease in prepaid expenses of $19,422 and increase in accounts payable and accruals of $213,179. During year ended April 30, 2019, the Company had a net loss of $125,164 offset by increase in accounts payable and accruals of $46,102 and increase in accruals of $69,765.

We have not established operations and will be dependent upon obtaining financing to pursue any future extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Investing Activities

For the years ended April 30, 2020 and 2019, net cash used in investing activities was $0 and $0 respectively.

Financing Activities

For the years ended April 30, 2020 and 2019, financing activities were a source of cash of $169,731and $7,708, respectively. For the year ended April 30, 2020 the Company had inflow from related party advances of $176,116, offset by repayments on note payable of $6,374 and repayments on bank overdrafts of $11. For the year ended April 30, 2019, related party advances were 7,697 and fees drawn in excess of bank balance was 11.

We currently do not have sufficient cash and liquidity to meet our anticipated working capital for the next twelve months. To date, we have financed our operations primarily through proceeds from the issuance of notes payable to a related party. If we fail to implement our business plans, or our currently pending acquisitions do not close as planned, and we are not able to achieve profitable operations at some point in the future, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our business development plans. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all.

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