Certain statements in this Report constitute "forward-looking statements." Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that might
cause such a differences include, among others, uncertainties relating to
general economic and business conditions; industry trends; changes in demand for
our products and services; uncertainties relating to customer plans and
commitments and the timing of orders received from customers; announcements or
changes in our pricing policies or that of our competitors; unanticipated delays
in the development, market acceptance or installation of our products and
services; changes in government regulations; availability of management and
other key personnel; availability, terms and deployment of capital;
relationships with third-party equipment suppliers; and worldwide political
stability and economic growth. The words "believe," "expect," "anticipate,"
"intend" and "plan" and similar expressions identify forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement was made.



Results of Operations


Three Months Ended November 30, 2021 compared with the Three Months Ended November 30, 2020

The narrative comparison of results of operations for the three-month periods ended November 30, 2021 and 2020, is based on the following table.





                                                          Three Months Ended
                                          A                B              A-B              %
                                    November 30,     November 30,
                                        2021             2020            Change          Change
REVENUE                             $    48,367      $    42,307      $    6,060              14 %
COST OF REVENUE                          16,240           16,953            (713 )            -4 %
Cost of revenue as a % of total
revenue                                      34 %             40 %            -6 %
Gross Profit                             32,127           25,354           6,773              27 %
Gross profit as a % of revenue               66 %             60 %         

   6 %
OPERATING EXPENSES
Officer and director
compensation                            203,785          135,000          68,785              51 %
General and administrative               38,519           17,564          20,955             119 %
Professional fees and contract
services                                 79,372          144,171         (64,799 )           -45 %
Advertising and promotion                67,516               -           67,516            n.a.
Total operating expenses                389,192          296,735          92,457              31 %
OPERATING LOSS - CONTINUING
OPERATIONS                             (357,065 )       (271,381 )       (85,684 )            32 %






Revenues increased 14% in the quarter ended November 30, 2021 compared with the
same period in 2020. The increase in the current quarter was largely due to
direct sales efforts by our sales team. Management refocused sales efforts on
the debudder products after discontinuing operations of the soils business
acquired from Elevated Ag Solutions, Inc. ("Elevated") in early October 2020. In
the prior period, management had expended considerable time and effort on the
soils division. The soils division was discontinued in the quarter ended
November 30, 2020 and is not reflected in operating results for the periods
presented above (see "Discontinued Operations"). We anticipate that the
marketing focus on the debudder products will continue now that the soils
division has been discontinued.



                                       2



Total operating expenses increased in the current period primarily due to
increased expenditures for advertising and promotion. In the three months ended
November 30, 2021, we participated in the MJBIZCON trade show in Las Vegas and
the increase in advertising for the period is attributable to trade show
expenses. Officer and director compensation increased and professional fees and
contract services decreased in 2021 compared with 2020, primarily due to the
appointment of one of our contractors as a director in the current period and
the associated reclassification of his contract fees to "Officer and director
compensation." General and administrative expenses increased in the current
period compared to a year earlier, primarily driven by travel expenses
associated with the Company's investment in PPK Investment Group, Inc., and
other merger and acquisition work performed during the current period.



Net loss from continuing operations increased in 2021 compared with 2020 primarily due to the increase in advertising and promotion expenses.

Six Months Ended November 30, 2021 compared with the Six Months Ended November 30, 2020

The narrative comparison of results of operations for the six-month periods ended November 30, 2021 and 2020, is based on the following table.





                                                           Six Months Ended
                                          A                B              A-B              %
                                    November 30,     November 30,
                                        2021             2020            Change          Change
REVENUE                             $   123,052      $    73,136      $   49,916              68 %
COST OF REVENUE                          36,369           30,134           6,235              21 %
Cost of revenue as a % of total
revenue                                      30 %             41 %           -11 %
Gross Profit                             86,683           43,002          43,681             102 %
Gross profit as a % of revenue               70 %             59 %         

 -11 %
OPERATING EXPENSES
Officer and director
compensation                            347,359          265,000          82,359              31 %
General and administrative               64,873           36,383          28,490              78 %
Professional fees and contract
services                                145,691          239,853         (94,162 )           -39 %
Advertising and promotion               347,373               -          347,373            n.a.
Total operating expenses                905,296          541,236         364,060              67 %
OPERATING LOSS - CONTINUING
OPERATIONS                             (818,613 )       (498,234 )      (320,379 )            64 %




Revenues increased 68% in the six-month period ended November 30, 2021 compared
with the same period in 2020. Management refocused sales efforts on the debudder
products after discontinuing operations of the soils business acquired from
Elevated Ag Solutions, Inc. ("Elevated") in early October 2020. In the prior
period, management had expended considerable time and effort on the soils
division The soils division was discontinued in the quarter ended November 30,
2020 and is not reflected in operating results for the periods presented above
(see "Discontinued Operations"). We anticipate that the marketing focus on the
debudder products will continue now that the soils division has been
discontinued.



Total operating expenses increased in the current period, primarily due to
increased expenditures for advertising and promotion. In the six-month period
ended November 30, 2021, we retained a consultant to communicate with
prospective funding sources, coordinate press releases, and in general assist
with market awareness of the company. The cost of this program was paid
partially in cash and partially in stock with an aggregate cost of $250,250.
Additional advertising expenses were incurred for trade show expenses in
connection with our attendance at the MJBIZCON trade show in Las Vegas. Officer
and director compensation increased and professional fees and contract services
decreased in 2021 compared with 2020, primarily due to the appointment of one of
our contractors as a director in the current period and the associated
reclassification of his contract fees to "Officer and director compensation."
General and administrative expenses increased in the current period compared to
a year earlier, primarily driven by travel expenses associated with the
Company's investment in PPK Investment Group, Inc. Professional fees and
contract services decreased in 2021 compared with 2020 due to efforts by the
Company to move more of the marketing efforts and target acquisition due
diligence costs in-house.

                                       3




Net loss from continuing operations increased in 2021 compared with 2020 primarily due to the increase in advertising and promotion expenses.





Non-Operating Expenses.



In the three and six-month periods ended Novmeber 30, 2021, the Company incurred
$132,812 and $611,458, respectively, in interest and finance expense relating to
notes payable from a funding transaction on March 22, 2021. The six month amount
included $550,000 in discount on notes payable. The Company had no comparable
outstanding debt in the three and six-month periods ended November 30, 2020.



Discontinued Operations.



In the prior year, after operating the soils division for first four months of
the year ended May 31, 2021, management undertook an in-depth assessment of
Elevated Ag Solutions, Inc. ("Elevated") and concluded that the soils division
was not as represented at the time of the acquisition in January 2020, was not
likely to ever operate profitably without significant revisions to operating
methods and changes in personnel and was likely to create significant business
questions and concerns should it be continued. Accordingly, management elected
to discontinue the business acquired from Elevated. Upon discontinuation of the
Elevated business, the Company entered into a settlement and unwinding agreement
with Elevated and returned all assets acquired in the transaction to Elevated.
During the six months ended November 30, 2020, the common stock issued in the
acquisition, aggregating 1,300,000 shares out of 1,400,000 shares originally
issued, were cancelled, and the Company paid a $10,000 walk-away fee. In the
aggregate, the Company recognized a loss from discontinued operations of
$10,000.



Operating results for the three and six-month periods ended November 30, 2020 from the discontinued operations are reflected in the following table.





                                                     Three Month Period            Three and Six-Month
                                                     Ended November 30,          Periods Ended November
                                                            2020                        30, 2020
Revenue                                             $            -               $         75,217
Cost of revenue                                                  -                         66,243
Amortization                                                     -                         13,125
Gross profit                                                     -                         (4,151 )

Loss on discontinued operations                             (10,000 )      

              (10,000 )
                                                    $       (10,000 )            $        (14,151 )

Liquidity and Capital Resources





Cash flow used in operating activities for the six-month period ended November
30, 2021 was $252,786 compared to $153,329 in the comparable period 2020. During
the period, our total cash decreased by $99,286. Cash to fund the negative cash
flow from operations was derived primarily from proceeds of advances from
related parties totaling $153,500.



The Company continues to make progress in growing sales of its existing product
line, but the business is not yet sufficient to support our current operating
structure. Our current working capital is negative $1,159,061, based on current
assets of $68,226 and current liabilities of $1,227,287. We continue to seek out
potential acquisition candidates and distributorships and hope to see continuing
growth in sales in the coming periods. The Company is currently reliant on
funding through advances from related parties, but we have no binding agreements
or commitments for such funding and no assurances can be given that such funding
will continue to be available in future periods.

                                       4





The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the liquidation of liabilities in the normal course of
business.  We incurred net losses from continuing operations of $489,877 and
$1,430,071 for the three and six-month periods ended November 30, 2021,
respectively, and had an accumulated deficit of $10,528,328 as of November 30,
2021. In addition, we have notes payable aggregating $900,000 that will be due
on March 22, 2022.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  The Company may seek to raise money for
working capital purposes through a public offering of its equity capital or
through a private placement of equity capital or convertible debt.  It will be
important for the Company to succeed in its efforts to raise capital in this
manner to further its business plan in an aggressive manner.  Raising additional
capital may cause dilution to current shareholders.



COVID-19



In March 2020, COVID-19 was declared a pandemic by the World Health Organization
and the Centers for Disease Control and Prevention. Its rapid spread around the
world and throughout the United States prompted many countries, including the
United States, to institute restrictions on travel, public gatherings and
certain business operations. These restrictions significantly disrupted economic
activity in the United States and Worldwide. To date, the disruption did not
materially impact the Company's financial statements. However, if the severity
of the economic disruptions increase as the duration of the COVID-19 pandemic
continues, the negative financial impact due to reduced demand could be
significantly greater in future periods than in the first quarter.



The effects of the continued outbreak of COVID-19 and related government
responses could also include extended disruptions to supply chains and capital
markets, reduced labor availability and a prolonged reduction in economic
activity. These effects could have a variety of adverse impacts to the Company,
including our ability to operate our facilities. To date, there have been no
material adverse impacts to the Company's operations due to COVID-19.



In addition, the economic disruptions caused by COVID-19 could also adversely
impact the impairment risks for certain long-lived assets, equity method
investments and goodwill. Management evaluated these impairment considerations
and determined that no such impairments occurred through the date of this
report.



Off Balance Sheet Arrangements

None

© Edgar Online, source Glimpses