Forward-looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and
other Federal securities laws, and is subject to the safe-harbor created by such
Act and laws. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative of such terms, or other variations thereon or comparable terminology.
The statements herein and their implications are merely predictions and
therefore inherently subject to known and unknown risks, uncertainties,
assumptions and other factors that may cause actual results, performance levels
of activity, or our achievements, or industry results to be materially different
from those contemplated by the forward-looking statements. Except as required by
law, we undertake no obligation to release publicly the result of any revision
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risk Factors" in Part I, Item 1A,
of our Annual Report on Form 10-K for the fiscal year ended
Overview
We are a plant-based wellness & pharma solutions company. Our business activity is primarily comprised of developing wellness and pharma solutions, focused on science backed plant-based products to improve quality of life and complementary solutions for balancing side effects caused by using medicines, treatments, or an unbalanced lifestyle.
The global health and wellness market is expected to reach
We believe the power of plant-based solutions from nature can help improve people's health and quality of life.
We seek to bring to the market plant-based wellness and pharma products, such as nutritional supplements, healthy beverages and food ,natural cosmetics that aim to improve people's health and quality of life and to balance selected side effects associated with medicines, treatments or an unbalanced lifestyle.
1 Research, P., 2022. Health and Wellness Market Size to Hit
2 NielsenIQ. 2022. An inside look into the 2021 global consumer health and wellness revolution. [online]
3 Sullivan, F., 2022. Increasing Health Consciousness Among Consumers to Shift the Global Prebiotic Ingredients Market. [online] Prnewswire.com.
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Research shows that complementary products can balance side effects associated with medicinal use or treatments. For example, probiotics, natural nutritional supplements are recommended as a complementary product to balance side effects associated with the use of antibiotics4.
Leveraging technology and research, we are focused on developing products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, vitamins, minerals, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren't limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing, and alleviating side effects.
Our headquarters and senior executives are based in
Our experienced team and partners are leaders in their respective fields with
proven track records as top-level businesspeople and executives in technology,
high-tech, biotech, investments, entrepreneurship, real estate, finance, and
proven experience in bringing companies to global success. We have a
professional, experienced group of primary shareholders that include
Our presence in
With the mission is to leverage the power of plant-based solutions from nature to help improve people's health and quality of life , and bring to market, on a global scale, innovative plant-based wellness and pharma solutions, covering the whole spectrum from innovation, research and development, product development, infrastructure for production and manufacturing, distribution, marketing and sales
We created multi-strategy solutions to realize our mission, the highlights of which include the following:
Developing & Bringing Plant-Based Wellness & Pharma Products to Market
We are developing plant-based solutions which include products for improving quality of life and complementary solutions for balancing selected side effects caused by using medicines, treatments, or an unbalanced lifestyle.
We developed dozens of formulations and products lines that includes nutritional supplements under the Green Side by Side™ brand name and the GreenFeels™ brand name in multiple form factors that include herbals, medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, enhancing oral care, alleviating side effects, and more,
Our products lines include the following product categories:
? Oral Cavity Care Product Line
? Medicinal Mushrooms Product Line
? Booster Product Line
? Personal Protection Product Line
? Balance & Calm Product Line
4 N.A.Kerna, 2018, A complementary medicine approach to augmenting antibiotic
therapy current practices in the use of probiotics during antibiotic therapy,
26
We manufacture our products in
Go to Market Strategy and Prospective Revenue Sources
Our strategy for generating revenue includes sales of our product lines & brands and building a worldwide network with local teams and subsidiaries, partnerships and collaborations with distributors retail and pharmacy chains, and mergers & acquisitions of distribution companies
We are ready to go to market with a wide range of product lines for the wellness industry in multiple form factors, including nutritional supplements, herbals, medicinal mushrooms, vitamins, minerals, and a variety of researched plants known for their healing qualities that contain substances with different anti-inflammatory properties and a variety of health-supportive effects that are relaxing, sleep enhancing, energizing, mood and body balancing, enhancing oral care, alleviating side effects, and more. We started beta-testing several products in the Israeli market and are planning to establish appropriate distribution and marketing networks worldwide .
We have various business models to sell our products through different distribution channels, which include online digital direct sales, online retailer websites, physical shops and retailers including food, drug, and mass merchandise retail networks. Currently we are focused on building a B2B distribution network worldwide with select local partners who will be handling import, distribution, marketing, and sales while adhering with local regulations.
We target our product lines & brands for the plant-based wellness & pharma market of natural products of nutraceuticals, natural superfoods, , healthy beverages, cosmetics, legal, cannabis chains ,distribution network, and the botanical and plant-derived drugs.
? The nutritional supplements market is expected to reachUSD 624.7 billion by 20305. ? The superfoods market is expected to reachUSD 287.7 billion by 20276. ? The legal cannabis market is expected to reachUSD 70.6 billion by 20287 ? The botanical and plant-derived drug market is expected to reachUSD 53 billion by 20268. ? The natural cosmetics market is expected to reachUSD 20.8 billion by 20279.
IP and Research & Development Strategy
Our IP strategy and R&D roadmap include developing plant-based wellness and plant-based pharma solutions, building our patent portfolio, conducting clinical trials, advancing products through regulatory approvals, and bringing innovative products to market.
We already submitted several provisional patent applications, as detailed below, and we plan to build a patent portfolio.
5 Research, P., 2022. Nutritional Supplements Market to Hit
6
7 Grandviewresearch.com. 2022. Legal Marijuana Market Size Worth
8 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug
Market - Global Forecast 2018-2026. [online]
9 Mynewsdesk. 2022. Vegan Cosmetics Market is Growing at 6.9% CAGR, Market Size, Share, Statistics, Cosmetics Industry Trends, Leading Company Profiles, Forecast & Estimations to 2027. [online]
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Our strategy includes developing wellness, OTC product lines and plant-based medicines for the botanical and plant-derived drug market including:
? Developing products portfolio based on rigorous scientific research ranging from synergistic botanicals, herbal extract tinctures, medicinal mushrooms together with plant extracts, botanical formulations from seeds, roots, bark, fruits and a wide variety of plants that contain substances with health-supportive effects. Such supportive effects include, but aren't limited to, enhancing oral care, anti-inflammatory properties, relaxation, sleep enhancement, energizing, mood and body balancing and alleviating side effects. ? Developing & researching complementary solutions to address the need to balance selected effects for Caused by Using Medicines, Treatments or an Unbalanced Lifestyle. A broad range of medicines and treatments have common side effects such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, and impaired appetite that are associated with the use of medicines and treatments19. The public health impact of harms associated with medicines and treatments is a growing area of investigation, given the expanding pharma industry and widespread availability of drugs and different medical treatments around the world. Current evidence suggests that use of medicines is associated with side effects. Exploring the relationship between drug side-effects and therapeutic indications demonstrates that 69% of drugs have between 10 and 100 different side effects; 22% of drugs have more than 100 side-effects; only 9% of drugs have less than 10 side-effects.
The public health impact of potential harm associated with medicines and treatments is a growing area of investigation, given the expanding pharma industry and widespread availability of drugs and different medical treatments around the world. For example, exploring the relationship between drug side-effects and therapeutic indications demonstrates that 69% of drugs have between 10 and 100 different side effects10.
Our research and development program includes:
? Developing wellness plant-based product portfolio & brands across the range from scientific and research-based plants, such as herbal extracts, medicinal mushrooms, and other natural ingredients ? Developing complementary products portfolio & brands for balancing selected side effects caused by medicines, treatments, cannabis, aging, stress, and an unbalanced lifestyle ? Researching and developing pharma solutions with the mission of developing plant-based medicines and botanical drugs ? Building patent portfolio ? Building clinical trials program & portfolio ? Registering products for regulatory approval ? Building the infrastructure for production and innovation centers to leverage IP & competitive advantage in developing and manufacturing wellness to pharma plant-based products
Provisional Patent Applications
As part of our IP strategy to build a patent portfolio we have to date submitted several provisional patent applications, as detailed below:
In
10
28
This provisional patent application is an extension of the provisional patent
application filed on
In
Our patent application targets solutions for side effects and is in line with the Company's strategy to bring to market a broad array of plant-based wellness and pharma complementary solutions targeting to address selected side effects caused by using medicines, treatments, or an unbalanced lifestyle. An excellent use case of complementary natural products alleviating side effects of medicines is that antibiotics and probiotics. For example, research shows that probiotics, natural food supplements, are recommended as a complementary product to balance side effects associated with the use of antibiotics13.
We developed product lines of sprays for the oral cavity as nutritional
supplements contain plant extract combinations, distilled from seeds, roots and
fruits with active anti-inflammatory effects, that encourage saliva production
and balancing of taste in the oral cavity We are manufacturing the products
under GMP certification of approved by the
We have launched the products in the Israeli market under the brands name :
SmokLyTM line of sprays for the oral cavity dry mouth side effect targeting the market of cannabis users and tobacco smokers.
11 How Common is Dry Mouth? Systematic Review and Meta-Regression Analysis of
12
13 N.A.Kerna, 2018, A complementary medicine approach to augmenting antibiotic
therapy current practices in the use of probiotics during antibiotic therapy,
29
And DryLessTM sprays for the oral cavity dry mouth side effect that targeting adult population experiencing constant dry mouth and certain cancer treatment patients that experience constant dry mouth as part of their cancer treatment regimen.
We plan to develop several lines of natural wellness, OTC product lines for the
botanical and plant-derived drug market with the mission of developing
plant-based medicines for the plant-derived drug market that is expected to
reach
About Green Vision Center Production &
The Green Vision Center is part of our strategy to create plant-based solutions covering all the infrastructure, facilities, and activities required for developing, manufacturing, and bringing to market innovative plant-based wellness and pharma products.
As demand for plant-based products in industries ranging from wellness, to pharma, to cosmetics, to food continues to increase, Green Vision Center will provide all facilities needed for bringing to market plant-based wellness and pharma products.
We acquired 125,000 sq ft (11,687 sq meters), of industrial land in Yerucham, a
city in southern
? Manufacturing facilities for botanicals and nutritional supplements ? Manufacturing facilities for pharma plant-based products & botanical drugs ? Manufacturing facilities for healthy snacks & beverages ? Manufacturing facilities for plant-based cosmetics ? Manufacturing facilities for medical cannabis and related products ? R&D laboratories for development, clinical studies, and quality control testing ? Distribution and global logistics center ? Management and consultant offices ? Conference, training & visitor center
Green Vision Center Israel was designed by
Our mission is to become a leading worldwide production and innovation center
and bring together partners, market leaders, companies, technologies, and
scientific collaborations from
14 2018-2026, G. and 2018-2026, G., 2022. Botanical and Plant Derivative Drug
Market - Global Forecast 2018-2026. [online]
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Quarter and Post-Quarter Developments
(i) OnJuly 15, 2022 , Citrine 9 LP, (hereinafter "Citrine 9"), one of the related entities and a signatory lender (to the Convertible Note Purchase Agreement entered into by the Company and several related parties (hereinafter the "Buyers") inApril 2020 , as subsequently amended (the "CL Agreement") agreed to honor a Draw Down Notice for, and has advanced to the Company,$100,000 on the same terms and conditions as are specified in the CL Agreement. The annual interest on the loan continues to be nine percent (9%). The principal and interest payments on the Note are due onJuly 31, 2023 and are to be made in New Israeli Shekels (NIS) at the conversion rate which was in effect on the date on which the loan was advanced. Citrine 9 was be issued 8,333,333Series A warrants and 8,333,333Series B warrants for shares of common stock, where the Series A warrants are exercisable beginningJanuary 15, 2023 throughJuly 15, 2024 and the Series B warrants are exercisable beginningJanuary 15, 2023 throughJuly 15, 2025 , in each case at an exercise price of$0.05 per share OnAugust 9, 2022 , the Company's board of directors agreed to extend the maturity date on the loans toOctober 31, 2023 , subject to approval of Citrine 9, and to extend the exercise period of the warrants throughAugust 9, 2027 . (ii) InJuly 2022 , the Company's subsidiary,Cannovation Center Israel Ltd , has filed a provisional patent application inthe United States Patent and Trademark Office (USPTO) for "COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS IN THE ORAL CAVITY ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING OR UNBALANCED/UNHEALTHY LIFESTYLE", patent Application No. 63/388,361, in theU.S. Patent & Trademark Office . The patent application targets solutions for oral cavity side effects and is in line with the Company's strategy to bring to market a broad array of plant-based wellness and pharma complementary solutions targeting to address selected side effects caused by using medicines, treatments, or an unbalanced lifestyle. (iii) (v) OnAugust 9, 2022 , the board of directors of the Company agreed to the following: 1. The maturity date on all outstanding convertible loans under the CL Agreement was extended toOctober 31, 2023 (fromJuly 31, 2023 ), subject to agreement of the lending entities under the CL Agreement to the extension of such maturity date; and 2. The exercise period on all of the outstanding Series A and Series B warrants issued to date in connection with the convertible loans was extended toAugust 9, 2027 . (iv) OnAugust 9, 2022 , the Board agreed to issue to the related entities who advanced an aggregate of$1,170,000 in convertible loans under the CL Agreement on or beforeJune 15, 2020 warrants for a total 5,589,172 shares of common stock, exercisable throughAugust 9, 2027 at a per share exercise price of$0.05 , in replacement of the Series A warrants for an identical number of shares issued inJune 2020 in connection with such loans (v) OnAugust 9, 2022 , the Company's board of directors determined to increase the number of shares reserved for issuance under the 2018 Stock Incentive Plan (the "2018 Plan") by 90 million shares to a total of 180,000,000 shares of common stock thereunder and onAugust 12, 2022 the Company shareholders approved the same (vi) OnAugust 9, 2022 , the Board also determined to grant to the directors and officers set forth below options under the 2018 Plan. The options vest over a three year period, in twelve (12) equal installments, with the first instalment vesting on the third month anniversary of the date of grant and each further instalment on each subsequent third month anniversary, subject to such individual's continued service with the Company. In the event of a change in control, the vesting schedule is accelerated and all unvested options vest. Director/Officer Number of OptionsOra Elharar Soffer (Chairperson, CEO) 47,128,400Ilanit Halperin (Director, CFO) 18,851,360Ben Ishay (Director) 18,851,360Doron Birger (Director) 2,356,420David Kretzmer 2,356,420 31
The terms relating to the options grants are included in stock option agreements
under the 2018 Plan, . Amongst other things, the stock option agreements for
selected service providers of
(viii) OnAugust 9, 2027 , Mr.David Kretzmer's fee in respect of services provided to us was reduced from$7,000 per month to$1,500 per month. Mr. Kretzmer's monthly fee for services rendered to Cannovation Center Israel at the rate of$2,000 per month was unaffected. (ix) OnSeptember 30, 2022 ,Citrine Global received a loan from Citrine Hi Tech 7 LP, an Israeli limited partnership and an affiliated entity (the "Lender"), in the principal amount of$80,000 . The loans bears interest at 12% per annum and is scheduled to mature onDecember 15, 2022 . The principal and interest payment on the Note are to be made in New Israeli Shekels (NIS) at the exchange rate which was in effect on the date on which the loan was advanced. The Lender has the option, upon written notice to the Company and subject to the Company's consent, to extend the maturity date of the loan (the "Maturity Date extension Notice"). The Lender is to provide the Maturity Date extension Notice by no later thanDecember 5, 2022 . In the event that the Company agrees to such extension, the terms of this Note shall be adjusted on a pro-rata basis, to those terms applicable to the Company's convertible notes then outstanding under the Convertible Note Agreement, date as ofApril 1, 2020 , as subsequently amended, amongst the Company and the affiliated parties thereto (of which the Lender is a party). (x) InOctober 2022 we filed a provisional patent application, "COMPOSITIONS AND METHODS FOR TREATING, AMELIORATING, ALLEVIATING, MITIGATING OR BALANCING SIDE-EFFECTS ASSOCIATED WITH THE USE OF MEDICINES, TREATMENTS, AGING, CANNABIS, AND UNBALANCED OR UNHEALTHY LIFESTYLE", patent No: 63/418,046 in theU.S. Patent & Trademark Office . The patent application describes common side effects associated with the use of medicines, treatments, aging, cannabis and cannabinoids, and unbalanced or unhealthy life style, such as dryness in the oral cavity (xerostomia), headaches, dizziness, drowsiness, fatigue, nausea, vomiting, lack of concentration, impaired appetite, and more. This is a growing area of concern, given the expanding rate of chronical diseases and legalization and widespread availability of cannabis around the world. The patent application relates to compositions and methods for answering the need for treatment, amelioration, alleviation, mitigation, or balance of side effects, and technologies, and solutions to support people who experience side effects related to their treatment. This patent application is an extension of the provisional patent application files onOctober 2021 for "PHARMACEUTICAL COMPOSITIONS AND METHODS FOR THE TREATMENT OF SIDE-EFFECTS ASSOCIATED WITH THE USE OF CANNABIS, CANNABINOIDS AND RELATED PRODUCTS", patent No: 63/257,673 in theU.S. Patent & Trademark Office . that describes certain side effects of cannabis use, the needs, technologies, and solutions to support medical cannabis users who experience side effects related to their cannabis treatment. 32 (xi) OnOctober 19, 2022 , Mr.Dror Shaked and Mr.David Freidenberg were appointed to serve as independent directors on the Board of Directors ofCitrine Global, Corp. effective upon (and subject to) the Nasdaq listing of the Company:Dror Shaked , 55, is the Senior Vice President Business Development at Wix.com (NASDAQ: WIX), a position he has held sinceJune 2011 , where he leads the Global Corporate Business Development and mergers and acquisitions. Prior to Wix,Mr. Shaked was the Vice President Investments atDecima Ventures . Mr. Shaked holds an MBA fromTel Aviv University and BSc fromTel Aviv University .David Freidenberg , 45, is the Chief Executive Officer of Go Clear, a company in urban renewal software, a position he has held sinceJuly 2022 . Mr. Freidenberg was the Chief Executive Officer and a Director ofSeedo Corp. fromJune 2020 throughNovember 4, 2021 , and the CEO ofSaffron Tech Ltd. , a wholly owned subsidiary ofSeedo Corp. He has extensive experience in the telecommunications and information technology (IT) industries including Vice President of Sales & Business Development at Trigyn Technologies, an IT services provider with$130 million in annual revenue. Past posts include CEO and Director ofPOMM Inc. ; CEO and Director of Chip Pc; COO of Nidam Communication as well as a director and manager for Hot cable TV, andBezeq (Israeli National telephone company). David received both his BA in Economics (2003) and MBA in finance and accounting (2007) fromHebrew University . xii) InNovember 2022 iBOT agreed to extend toMarch 31, 2023 the pre-emption right previously granted to theCitrine Global Group with respect to any equity or equity linked securities that iBOT proposes to issue to an unrelated third party with aggregate gross proceeds to iBOT exceeding$1 million or which will result 51% ?/in a change in control in iBOT following such issuance. (xiii) onNovember 14, 2022 , the CL Agreement was amended to provide that until the repayment in full of all outstanding principal and accrued interest on the Notes issued thereunder and the earlier to occur of the exercise in totality of the Warrants issued in connection with the Notes or their termination by the terms thereof, if the Company issues securities in any financing transaction, including debt convertible into equity, in any equity and/or debt offering or other transaction (the "Future Financing") and said securities contain any terms that are more favorable than the terms and provisions contained in the outstanding Notes and/or Warrants under the CL Agreement, including without limitation, an effective per share price which is lower than the then effective Conversion Price applicable to the Notes or the Exercise Price of the Warrants, then the Company shall, at the request of a majority of the Buyers, enter into amendments to the Notes and/or Warrants, as applicable, to provide for the same more favorable terms and provisions.
Components of Operating Results
The following discussion summarizes the key factors our management believes are necessary for an understanding of our consolidated financial statements.
Revenues
We have not generated any revenues from product sales as of
Research and Development Expenses
The process of researching and developing our products is lengthy, unpredictable, and subject to many risks. We expect to continue incurring expenses through 2022 as we continue to develop our product line. We are unable, with any certainty, to estimate either the costs or the timelines in which those expenses will be incurred. Our current product development plans focus on the development of our products lines that includes the Green Side by Side Products line and GreenFeels products line.
Our research and development costs include costs are comprised of:
? internal recurring costs, such as personnel-related costs (salaries, employee benefits, equity compensation and other costs), materials and supplies, facilities and maintenance costs attributable to research and development functions; and
? fees paid to external parties who provide us with contract services, such as preclinical testing, manufacturing , regulations , related testing and clinical trial activities.
33 Marketing
Marketing expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive and other support staff. Other significant marketing expenses include the costs associated with professional fees to develop our marketing strategy.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries, employee benefits, equity compensation, and other personnel-related costs associated with executive, administrative and other support staff. Other significant general and administrative expenses include the costs associated with professional fees for accounting, auditing, insurance costs, consulting and legal services, along with facility and maintenance costs attributable to general and administrative functions.
Financial Expenses
Financial expenses consist primarily impact of exchange rate derived from re-measurement of monetary balance sheet items denominated in non-dollar currencies. Other financial expenses include bank's fees and interest on long term loans.
Results of Operations
Comparison of the Three Months Ended
The following table presents our results of operations for the three months
ended
Three Months Ended September 30 2022 2021 Revenues - - Cost of sales - - Operating loss - - Research and development expenses (27,000 ) (57,000 ) Marketing, general and administrative expenses (565,000 ) (1,168,000 ) Operating loss (592,000 ) (1,225,000 ) Income (expenses) related to convertible loan terms (582,000 ) (237,000 ) Other financing expenses, net (2,000 ) (87,000 ) Net loss (1,176,000 ) (1,549,000 )
Revenues. Revenues for the three months ended
Research and Development. Research and development expenses for the three months
ended
Marketing, general and Administrative Expenses. Marketing, general and
administrative expenses consist primarily of professional services, share-based
compensation expenses and other non-personnel related expenses such as legal
expenses. Marketing, general and administrative expenses decreased from
34
Financing Expenses, Net. Financing income, net for the three months ended
Net Loss. Net loss for the three months ended
Comparison of the Nine Months Ended
The following table presents our results of operations for the nine months endedSeptember 30, 2022 and 2021 Nine Months Ended September 30 2022 2021 Revenues - - Cost of sales - - Operating loss - - Research and development expenses (83,000 ) (123,000 )
Marketing, general and administrative expenses (1,234,000 ) (3,281,000 ) Operating loss
(1,317,000 ) (3,404,000 ) Income (expenses) related to convertible loan terms (575,000 ) (1,034,000 ) Other financing expenses, net (19,000 ) (70,000 ) Net loss (1,911,000 ) (4,508,000 )
Revenues. Revenues for the nine months ended
Research and Development. Research and development expenses for the nine months
ended
Marketing, general and Administrative Expenses. Marketing, general and
administrative expenses consist primarily of professional services, share-based
compensation expenses and other non-personnel related expenses such as legal
expenses. Marketing, general and administrative expenses decreased from
Financing Expenses, Net. Financing expenses, net for the nine months ended
Net Loss. Net loss for the nine months ended
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Financial Condition, Liquidity and Capital Resources
Liquidity is the ability of an enterprise to generate adequate amounts of cash
to meet its needs for cash requirements. At
At
At
On
On
Based on the Company's current cash balances, the Company believes that it has sufficient funds for its plans for the next twelve months from the issuance of these financial statements. As the Company is embarking on its activities as detailed herein, it is incurring losses. It cannot determine with reasonable certainty when and if it will have sustainable profits.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
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