Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements". Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The following discussion, comparison and analysis should be read in conjunction with the Company's accompanying unaudited consolidated financial statements for the years ended December 31, 2020 and 2019 and the notes related thereto. The discussion of results, causes and trends should not be construed to infer conclusions that such results, causes or trends necessarily will continue in the future.





DISCUSSION



The following table sets forth for the years indicated items included in the Company's consolidated statement of operations:





                               2020         2019
Total revenue               $        -   $         -
Cost of goods sold                   -             -
Gross margin                         -             -

Expenses                        48,667       580,344

Net income (loss)           $ (48,667)   $ (580,344)

Net income (loss) per share $ (0.00) $ (0.00)

During the years ended December 31, 2020 and 2019, the Company continued its recovery from the loss of its contracts, continued to improve its internal systems and continued working toward attaining suitable new contracts.

A shortage of working capital in support of operations has been an issue as the Company took measures to provide that support. Sufficient capital was not raised and consequent business operations were kept at a minimum.

The Company experienced operating losses of $48,667 for 2020, and $580,344 for 2019 while maintaining an office and continuing to pursue its single engine aircraft opportunity.

Discontinued NETMIND operations: the Company was unable to finance its operations and could not attract personnel to manufacture and market the NETMIND product.

Defense Sonar Development Contract Opportunity

Discontinued

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                                       4

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Contract Manufacturing and System Integration

Although the Company remains open to carrying out work in contract manufacturing and system integration, we are not actively pursuing contracts at this time in those areas.





Results of Operations



Nil revenue was generated in the years 2020 and 2019 resulting in negligible cash flow. The Company generated $0 in contract revenue and $0 sales revenues during these years.

During 2020 the Company incurred costs of $nil ($39,983 during 2019) on market assessments, type certificate matters, supply chain management planning, quality control, first assembly plans, follow-on production plans, and maintenance, repair and overall planning related to the acquisition of the worldwide rights to the single engine industrial Turbo Prop airplane. In order to fund the project the Company reduced its interest in the project to 31.5% subject to our new partner company being successful in financing the project.

Liquidity and Capital Resources

The Company used cash in operations of $(18,665) in 2020 compared to cash used by operations of $(130,570) in 2019 and $(127,672) in 2018.

In 2020 the Company raised equity financing of $nil. In 2019 the Company raised equity financing of $nil.

The Company's working capital and capital requirements will depend on many factors, including the ability of the Company to generate sufficient funds to cover the current level of operating expenses. During the most recent fiscal year 2020 the Company increased its current debt by $39,002 (2019 increased by $449,774). The Company is attempting to negotiate a secure equity financing in the short term.

The Company is liable to repay CAD$3,100,221 in assistance received from the Atlantic Canada Opportunity Agency (ACOA) by the Company's two former subsidiaries, Northstar Technical Inc. (NTI) and Northstar Network Ltd. (NNL). The Company, for reasons of expediency, became a cosigner of the agreements the subsidiaries had with ACOA. Subsequently, ACOA claimed that NTI and NNL were delinquent in their payments and, eventually, in early 2013 ACOA launched legal action in Newfoundland where the two subsidiaries had operated. The Company was not in a financial position at the time to launch a defense and ACOA received a judgment unopposed. The Company intends to approach ACOA with a reasonable offer of settlement.

The availability of sufficient future funds will depend to an extent on the timing of the expected financing of the rights to the single engine Turbo Prop airplane. Accordingly, the Company will be required to issue securities to finance start-up and working capital requirements for the expected new aviation business and ongoing general business expansion. There can be no assurance whether or not such future financings will be available or on satisfactory terms.

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