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
16 Table of Contents
Our operating results for three month periods ended
Three Three Months Ended Months Ended February 28, February 29, 2021 2020 Revenues$ 144,048 $ 161,885 Gross Profit$ 65,260 $ 76,956 Operating Expenses$ 404,284 $ 1,313,734 Other Expenses$ 200,333 $ 3,019,401 Net Loss$ (539,357 ) $ (4,256,179 ) Add back: Interest Expense$ 200,333 $ 1,446,688 Depreciation $ -0-$ 2,096 Amortization $ -0- $ -0- EBITDA$ (339,024 ) $ (2,807,395 ) Add back: Derivative Loss $ -0-$ 1,572,713 Adjusted EBITDA$ (339,024 ) $ (1,234,682 ) 17 Table of Contents Revenues and Gross Profits
Sales in the first quarter of 2021 decreased to
Operating Expenses
Our operating expenses for the three month period ended
Three Three Months Ended Months Ended February 28, February 29, 2021 2020 Professional Fees$ 13,649 $ 159,608 General & Administrative Expenses$ 324,946 $ 854,029 Marketing, Selling & Warehousing Expenses$ 27,030 $ 244,827 Management Salary$ 37,500 $ 38,250 Rent$ 1,159 $ 17,020
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
Adjusted EBITDA
We define Adjusted EBITDA as EBITDA, adjusted to exclude: stock options expense
and derivative loss. Reported EBITDA for the three month period
18 Table of Contents Balance Sheet Data
The following table provides selected balance sheets data as at
February 28, February 29, Balance Sheet Data: 2021 2020 Cash and cash equivalents$ 48,932 $ 230,682 Total assets$ 1,775,926 $ 2,926,555 Total liabilities$ 30,733,766 $ 35,700,388 Stockholders' (deficit)$ (28,957,840 ) $ (32,773,832 ) 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 making significant progress against our commercial objectives. We expect revenue and margin to increase as we continue to 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
19 Table of Contents
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 noted in Business Developments, 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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