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 February 28, 2021 contained under Item 1 of this Quarterly Report on Form 10-Q ("Form 10-Q") and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2020 ("Form 10-K"). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available through April 19, 2021.

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 of U.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 February 28, 2021 and February 29, 2020.






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Our operating results for three month periods ended February 28, 2021 and February 29, 2020 are summarized as follows:





                         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 )





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Revenues and Gross Profits



Sales in the first quarter of 2021 decreased to $144,048 versus $161,885 in the prior period. The decrease was the result of the inability to fulfill various purchase orders due to out of stock (OOS) of certain SKU's. Gross profit decreased to $65,260 (45.3% of revenues) versus $76,956 (47.5% of revenues).





Operating Expenses


Our operating expenses for the three month period ended February 28, 2021 and February 29, 2020 is summarized below:





                                                            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 February 28, 2021 were $404,284 as compared to $1,313,734 for the comparative period in 2020, a decrease of 69.2%. The decrease in our operating expenses was primarily due to a decrease in general & administrative expenses as a result of cost reductions and in marketing and selling expenses related to the decrease in sales. Legal expenses also decreased by $139,000.





Other Expenses


Other expenses for the three month period ended February 28, 2021 in the amount of $200,333 consisted of interest expense. This compared to $3,019,401 in the comparative period in 2020 which consisted of interest expense of $248,734; non-cash interest expense of $1,199,797 related to the impact of the amortization of debt discount from convertible notes entered into in 2016, 2017 and 2018; interest revenue of 1,843, and non-cash derivative loss of $1,572,713 on the revaluation of the embedded conversion option of all the convertible notes.





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 February 28, 2021 was $539,357 compared to $4,256,179 in the comparative period in 2020. After deducting interest, depreciation and amortization, EBITDA for the three month period ended February 28, 2021 was ($339,024) compared to ($2,807,395) in 2020.





Adjusted EBITDA


We define Adjusted EBITDA as EBITDA, adjusted to exclude: stock options expense and derivative loss. Reported EBITDA for the three month period February 28, 2021 was ($339,024) compared to ($2,807,395) in the comparative period in 2020. After deducting non-cash stock options expense and derivative loss, Adjusted EBITDA for the three month period ended February 28, 2021 was ($339,024) compared to ($1,234,682) in 2020.






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Balance Sheet Data


The following table provides selected balance sheets data as at February 28, 2021 and February 29, 2020.





                            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 Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

As of February 28, 2021, the Company had $48,932 in cash and a working capital deficit of $6,922,675. The Company also has generated losses and has an accumulated deficit as of February 28, 2021. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.






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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 January 3, 2015.





Critical Accounting Estimates


The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. There have been no material changes to the critical accounting estimates disclosed under the heading "Critical Accounting Estimates" in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the Form 10-K.

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