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
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 ofU.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
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Our operating results for three month periods ended
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 ) 19 Table of Contents Revenues and Gross Profits
Sales in the first quarter of 2022 decreased to
Operating Expenses
Our operating expenses for the three month period ended
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
Other Expenses
Other expenses for the three month period ended
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
20 Table of Contents Balance Sheet Data
The following table provides selected balance sheets data as at
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
As of
Need for
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
As disclosed under Item 3. Legal Proceedings, a judgment was entered against us
in the Everlast matter in the amount of approximately
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
Critical Accounting Estimates
The preparation of financial statements in conformity with
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