The following discussion of our financial condition and results of operations for the three months ended November 20, 2020 and 2019 should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors, including those set forth under the Part I, Item 1A, Risk Factors and Business sections in our Annual Report on Form 10-K for the fiscal year ended August 31, 2020, as filed with the SEC on December 15, 2020, this report, and our other filings with the SEC. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Such statements are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this report.





Overview

Our products are marketed and available through our website www.gridironMVP.com. We intend to engage a distribution partner that has a sufficient broker network and co-packer/manufacturer in order distribute our products through several channels. We believe there will be an increasing demand for enhanced and functional products in 2021 as consumers look for healthy alternatives to enhance their lifestyle. We expect our brand to capitalize on this and potential consumer demand. We plan to continue to look for opportunities with industrial hemp growers, processors that we can engage in a tolling and/or collaboration agreement. We believe these types of relationships could assist in stabilizing our raw material supply chain as well as give us positive exposure within the marketplace.





Cash Flows

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs. Our ability to continue as a going concern is dependent on our company obtaining additional capital to fund operating losses until we become profitable. If we are unable to obtain additional capital, we could be forced to significantly curtail or cease operations.

We have only realized nominal revenues from our business. In the next 12 months, we plan to identify business to whom we can license and/or distribute our brand and product(s) as well as seek additional opportunities to continue as a going concern.






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COVID-19

In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally including across North America and the United States. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a "pandemic," or a worldwide spread of a new disease, on March 11, 2020. Specifically, we caution that our business could be materially and adversely affected by the risks, or the public perception of the risks, related to the outbreak of COVID-19. To date, COVID has directly impacted the ability we have to participate in trade show events and other in-person marketing. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail properties, and could cause temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory to customers. Further, such risks could also adversely affect retail customers' financial condition, resulting in reduced spending on premium products.





Critical Accounting Policies

Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Consolidated Financial Statements.





Results of Operations

Overview. We had revenues of $3,080 and $633 for the three months ended November 30, 2020 and 2019, respectively. We incurred a net loss of $237,268 and $269,849 for the three months ended November 30, 2020 and 2019, respectively. The decrease in net loss of $32,581 is attributable to the factors discussed below.

Revenues. We had revenues from operations of $3,080 and $633 for the three months ended November 30, 2020 and 2019, respectively. Our revenues for the three months ended November 30, 2020 and 2019 consisted primarily of our retail line of health water infused with probiotics and minerals and the sale of one liter of T-free distillate. The increase of $2,447 of revenues resulted from the Company selling one liter of T-free distillate during the three months ended November 30, 2020. The extent to which, and the amount of, revenues which may be generated from our future business operations and activities is unknown.

Gross Margin. Once cost of revenue and other expenses to generate revenue are considered, we had gross margins of $1,659 and ($919) from our operations for the three months ended November 30, 2020 and 2019, respectively. The increase of $2,578 was a result of the sale of one liter of T-free distillate during the three months ended November 30, 2020.

Expenses. Our operating expenses were $58,834 and $54,301 for the three months ended November 30, 2020 and 2019, respectively. The increase of $4,533 was primarily attributable to an approximate $21,000 increase professional fees from higher audit fees and legal fees associated with our pending reverse stock split, offset, by an approximate $10,000 decrease in consulting fees due to an agreed upon fee reduction by our CEO and an approximate $7,000 decrease in other general and administrative and advertising expenses.

Other (Income) Expense. Our total other (income) expense was $180,093 and $214,629 for the three months ended November 30, 2020 and 2019, respectively. The $34,536 decrease in other expenses was attributable to a $46,608 decrease in debt/equity issuance costs on no new convertible notes during the three months ended November 30, 2020 compared to one new convertible notes payables during the three months ended November 30, 2019 and a $3,969 decrease in other items, offset, by an $9,965 increase in expenses related to our convertible notes payable and preferred stock warrants for the change in fair value of the derivative liability and interest accretion and a $6,076 increase in net interest expense on our notes payable, notes receivable and four convertible notes payable.

Liquidity and Capital Resources

For the three months ended November 30, 2020, we provided net cash of $11,669 for operating activities. We will require additional capital to continue as a going concern. As set forth in Note 5 to the notes to consolidated financial statements appearing earlier in this report, we are currently in default under the repayment terms of convertible promissory notes in the aggregate amount of $911,682 (net of debt discounts).





Current Assets

We had total assets of $190,244 as of November 30, 2020, which consisted of $29,550 cash, $3,080 of accounts receivable, inventory of 36,450, prepaid expenses of $9,000, notes receivable (net of discount) of $104,032 from our Participation Agreement with Libertas Funding, LLC (see Note 4 (Notes Receivable) in the accompanying consolidated financial statements), equity investment (net of discount) of $4,870, equipment of $1,582, (net of accumulated depreciation) and trademarks of $1,680.





Current Liabilities

We had total liabilities of $3,118,094 as of November 30, 2020 consisting of accounts payable and accrued expenses of $489,025, related party payable of $73,695 due our CEO, derivative liability of $1,547,122, note payable, current portion of $10,000, note payable, convertible notes payable net of discount of $911,682 (for further information and details on convertible notes which have been issued, see Note 5 (Convertible Notes Payable) in the accompanying consolidated financial statements) and dividends payable of $86,570.

The Company is currently in default representing $911,682 (net of debt discounts); this debt can be converted into common stock at the discretion of the lender.





Cash Requirements

At November 30, 2020, we had a cash balance of $29,550, total current liabilities of $3,118,094. Such cash amount of $29,550 is not sufficient to continue our 12-month plan of operation. We will need to raise capital to realize our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.






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Going Concern

To date the Company only generated nominal revenues and consequently has incurred recurring losses from operations. We do not have sufficient funds to support our daily operations for the next twelve (12) months. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business model and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company's cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business model and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.

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