Management's Discussion and Analysis

This section of the Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Capital Resources and Liquidity

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have completed financing the Company. As at September 30, 2022, the Company has a working capital deficit of $1,703,176 and an accumulated deficit of $12,574,895. These factors raise substantial doubt about the Company's ability to continue as a going concern.

We need to seek capital from resources such as the sale of private placements in the Company's common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are an early stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the Company cannot raise additional proceeds via such financing, it may be required to cease business operations.

As of September 30, 2022, we had $8,016 in cash, amounts receivable of $383, and prepaid expenses and deposits of $200,572, as compared to $25,300 in cash, amounts receivable of $290 and prepaid expenses and deposits of $347,491 as of September 30, 2021. The primary reason for the decrease in cash was due to the increase in cash used in operating activities, while prepaids and deposits decreased due to fewer shares being issued in advance to consultants as payment for their future services. As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining our planned operations. We are in the process of seeking additional equity financing in the form of private placements, loans and registration statements to fund our intended business operations.

Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.





Results of Operations

We had no revenue for the years ended September 30, 2022 and 2021.






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Total operating expenses for the fiscal year ended September 30, 2022 was $1,101,493 compared to operating expenses for the fiscal year ended September 30, 2021, of $744,064. In addition to operating expenses, we had other income $225,998 during the fiscal year ended September 30, 2022 compared to incurring other expenses of $3,788,160 for the fiscal year ended September 30, 2021. During the fiscal year ended September 30, 2022, we incurred a net loss of $875,478 compared to a net loss of $4,532,071 for the year ended September 30, 2021. The decrease in net loss for the fiscal year ended September 30, 2022 compared to September 30, 2021 was mainly due to the following:





    ·   A decrease in accretion of discount of convertible notes from $88,264 in
        2021 to $18,465 in 2022 due to the decrease in the convertible notes
        balance from $198,668 in 2021 to $120,038 in 2022;
    ·   A decrease in interest and finance costs from $680,714 in 2021 to $28,780
        in 2022 due to the decrease in finance and commitment fees from $250,000
        in 2021 to $nil in 2022, a decrease in loan interest from $108,851 in 2021
        to $28,780 in 2022, and a decrease in default penalties on convertible
        notes from $321,863 in 2021 to $nil in 2022; and
    ·   A change in fair value of derivative liabilities from loss of $3,257,122
        in 2021 to a gain of $215,620 in 2022 due to a court judgement ordering
        the surrender of a convertible note's conversion rights, leading to the
        derecognition of its derivative liability.

The increase was partially offset by the following:



    ·   An increase in consulting fees from $526,522 in 2021 to $924,625 in 2022
        due to a larger number of consulting agreements entered into in 2022; and
    ·   A decrease in recovery of default penalties from $237,940 in 2021 to
        $57,613 in 2022 due to the derecognition of a default penalty relating to
        the court judgement of a convertible note.

During the year ended September 30, 2022, and 2021, we incurred a net loss of $0.00 and $0.02 per share, respectively.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the company is a party, under which the company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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