Forward Looking Statements

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended February 28, 2022 contained under Item 1 of this Quarterly Report on Form 10-Q ("Form 10-Q") and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2021 ("Form 10-K"). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available through July 27, 2022.

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as "anticipate", "estimate", "intend", "project", "potential", "continue", "believe", "expect", "could", "would", "should", "might", "plan", "will", "may", "predict", the negatives of such terms, and other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the "Risk Factors" section at Item 1A of the Form 10-K.

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.





All dollar amounts in this MD&A are expressed in thousands of U.S. dollars
unless otherwise noted.



Business Developments



Note Amendments



Management Changes



Legal Proceedings



Results of Operations


The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three month periods ended February 28, 2022 and February 28, 2021.






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Our operating results for three month periods ended February 28, 2022 and February 28, 2021 are summarized as follows:





                         Three              Three
                      Months Ended       Months Ended
                      February 28,       February 28,
                          2022               2021

Revenues             $          -0-     $      144,048
Gross Profit         $          -0-     $       65,260
Operating Expenses   $      417,309     $      404,284
Other Expenses       $      335,675     $      200,333
Net Loss             $     (752,984 )   $     (539,358 )

Add back:
Interest Expense     $      335,675     $      200,333
Depreciation         $          -0-     $          -0-
Amortization         $          -0-     $          -0-

EBITDA               $     (417,309 )   $     (339,025 )





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Revenues and Gross Profits



Sales in the first quarter of 2022 decreased to $0 versus $144,048 in the prior period. The decrease was due in part to the lack of inventory (out of stock of certain SKU's) which also prevented us from fulfilling various purchase orders. Gross profit decreased to $0 (0% of revenues) versus $65,260 (45.3% of revenues).





Operating Expenses



Our operating expenses for the three month period ended February 28, 2022 and February 28, 2021 are summarized below:





                                                            Three            Three
                                                         Months Ended     Months Ended
                                                         February 28,     February 28,
                                                             2022             2021

Professional Fees                                        $     46,376     $     13,649
General & Administrative Expenses                        $    350,835     $    362,446
Marketing, Selling & Warehousing Expenses                $     18,125     $     27,030
Rent                                                     $      1,973     $      1,159

Operating expenses for the three month period ended February 28, 2022 were $417,309 as compared to $404,284 for the comparative period in 2021, an increase of 3.20%. The increase in our operating expenses was primarily due to an increase in accounting fees.





Other Expenses


Other expenses for the three month period ended February 28, 2022 in the amount of $335,675 consisted of interest expense. This compared to $200,333 in the comparable period in 2021. The increase of $135,342 was primarily due to an additional accrual of $140,128 for the Everlast liability.





Non-GAAP Financial Measure


The following non-GAAP financial measures are presented in this quarterly report on Form 10-Q to supplement the financial information we present on a GAAP basis. We monitor and present EBITDA and Adjusted EBITDA because they are key measures used by our management to understand and evaluate our performance.





EBITDA


We define EBITDA as net income (loss), adjusted to exclude: Interest income and expense, depreciation and amortization expense including impairment loss. Reported net loss for the three month period February 28, 2022 was $752,984 compared to $539,358 in the comparable period in 2021. After deducting interest, depreciation and amortization, EBITDA for the three month period ended February 28, 2022 was ($417,309) compared to ($339,025) in 2021.






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Balance Sheet Data


The following table provides selected balance sheets data as at February 28, 2022 and February 28, 2021.





                            February 28,      February 28,
Balance Sheet Data:             2022              2021

Cash and cash equivalents   $      15,319     $      48,932
Total assets                $     898,735     $   1,775,926
Total liabilities           $  32,821,678     $  30,733,766
Stockholders' (deficit)     $ (31,922,943 )   $ (28,957,840 )




Strategic Orientation


Our objective is to provide our shareholders with solid returns through strategic investments across multiple consumer product and ingredient platforms. The platforms we are focusing on include:





    ?   Life science technologies and related products that have applications to a
        range of consumer products;
    ?   Nutritional supplements and related consumer goods providing defined
        benefits to the consumer; and
    ?   Functional foods and beverages ingredients with defined health and
        wellness benefits.



We are building our business through strategic investments in high growth early stage consumer brands and functional ingredient platforms within segment/sectors which we believe offer sustainable commercial potential. We are focused on three core strategies underpinning our objectives:





    ?   To execute a multi-tier brand, supply-chain and innovation strategy to
        drive revenue;
    ?   To aggressively manage an asset light business model to drive our low cost
        platform; and
    ?   To drive disciplines leading to increased investor awareness and ability
        to finance and govern growing operations.



While we have yet to achieve profitability, we are endeavoring to make progress against our long term commercial objectives. Subject to receipt of sufficient capital, which we currently do not have, we anticipate that revenue and margin will increase as we strengthen distribution partnerships while capitalizing on product innovation, supply-chain optimization and brand equity within our current portfolio.

Liquidity and Capital Resources

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As of February 28, 2022, the Company had $15,319 in cash and a working capital deficit of $9,622,943. The Company also has generated losses and has an accumulated deficit as of February 28, 2022. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Need for Additional Capital

The current funds available to the company are not sufficient to fund its near term operations. The Company has an urgent need for additional capital, without which, the Company is unlikely to continue as a going concern. Unless management is able to obtain additional financing, the Company will not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of February 28, 2022, the Company had $15,319 in cash and a working capital deficit of $9,622,943, compared to a deficit of approximately $8.9 million as of November 30, 2021 The approximate $0.7 million increase in working capital deficit was due primarily to an increase in accrued liabilities of $0.5 million and a decrease in prepaids of $0.2 million.

As disclosed under Item 3. Legal Proceedings, a judgment was entered against us in the Everlast matter in the amount of approximately $740,000, which has grown to more than $800,000 as of February 2022. In addition, the plaintiff in the Oracle matter has requested a default judgment against us. Accordingly, the Company is currently obligated to pay Everlast approximately $750,000 not including interest accrued since August 2021 and could be liable to pay Oracle at least $217,000 if the court enters a default judgment, in which case, the Company would be liable for in excess of $1 million in judgments, in the aggregate. If the Company is compelled to pay these liabilities, there would be a material adverse effect on the financial condition of the Company.

Because we have only minimal cash on hand, we are unable to implement our current business plan. Accordingly, we have an immediate need for additional capital to fund our operating activities. We currently have no revenues have had difficulty raising additional capital, so there is no assurance we will be able to grow our business or raise sufficient additional capital on acceptable terms or at all.

In order to remedy this liquidity deficiency, we are actively seeking to raise additional funds through the sale of equity and/or debt securities, and ultimately, we will need to generate substantial positive operating cash flows. Our internal sources of funds will consist of cash flows from operations, but not until we begin to realize additional revenues from the sale of our products and services. As previously stated, our operations are generating negative cash flows, and thus adversely affecting our liquidity. If we are unable to raise additional funds in the near term, we will not be able to implement our business plan, in which case there would be a material adverse effect on our results of operations and financial condition.

In the event we do not generate sufficient funds from revenues or financing through the issuance of common stock or from debt financing, we will be unable to implement our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on our business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should we be unable to recover the value of our assets or satisfy our liabilities.

Based on our limited availability of funds we expect to spend minimal amounts on product development, sales and marketing and capital expenditures. We expect to fund any future product development expenditures through a combination of cash flows from operations and proceeds from equity and/or debt financing. If we are unable to generate positive cash flows from operations, and/or raise additional funds (either through debt or equity), we will be unable to fund our product development expenditures, in which case, there could be material and adverse effect on our business and results of operations.






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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 is material to investors.





Contractual Obligations


Except for the transactions disclosed in the Report, there have been no material changes outside the normal course of business in our contractual obligations since November 30, 2021.





Critical Accounting Estimates



The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. There have been no material changes to the critical accounting estimates disclosed under the heading "Critical Accounting Estimates" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the Form 10-K.

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