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
The narrative comparison of results of operations for the three-month periods
ended
A B C Three Months Ended November 30, 2020 November 30, 2019 A-B Change C/B Change % REVENUE $ 42,307 $ 67,130$ (24,823) -37% COST OF REVENUE 16,953 24,626 (7,673) -31% Cost of revenue as a % of total revenue 40%
37%
Gross Profit 25,354 42,504 (17,150) -40% Gross profit as a % of revenue 60%
63%
OPERATING EXPENSES Officer and director compensation 135,000 112,500 22,500 20% General and administrative 17,564 17,076 488 3% Impairment of intangible assets - 100,000 (100,000) -100% Professional fees and contract services 144,171 128,393 15,778 12% Total operating expenses 296,735 357,969 (61,234) -17% NET LOSS FROM CONTINUING OPERATIONS (271,381) (315,465) 44,084 -14% Revenues decreased, primarily as a result of the limited focus on the debudder product marketing effort. In the quarter endedAugust 31, 2020 , management expended considerable time and effort on the soils division which was acquired at the end of our last fiscal year (the "Elevated Acquisition"). We experienced unanticipated difficulties in obtaining adequate and timely sales and product purchase records from the field operator, and these difficulties diverted management attention from the debudder product marketing effort. The lack of attention to marketing in the first quarter was reflected in the decrease in sales in the second quarter. We anticipate that the marketing focus on the debudder products will increase now that the soils division has been discontinued. 2 The three-month period endedNovember 30, 2020 does not include any revenues or cost of sales from the Elevated Acquisition. The soils division created out of the Elevated Acquisition was discontinued during the three months endedNovember 30, 2020 . Total operating expenses decreased in the current period. No impairment expense was recognized in the current quarter compared to an impairment expense of$100,000 in the same period a year earlier. Officer and director compensation increased due to increased director fees in 2020 compared to 2019. General and administrative expenses were consistent between the periods. Professional fees and contract services increased in 2020 compared to 2019 due to expanded marketing efforts relating to the brand building efforts and improving investor awareness of the Company.
Net loss from continuing operations decreased in 2020 compared 2019 primarily due to the reduction of impairment of intangible assets between periods.
Six Months Ended
The narrative comparison of results of operations for the six-month periods
ended
A B C Six Months Ended November 30, 2020 November 30, 2019 A-B Change C/B Change % REVENUE $ 73,136 $ 88,090$ (14,954) -17% COST OF REVENUE 30,134 37,070 (6,936) -19% Cost of revenue as a % of total revenue 41%
42%
Gross Profit 43,002 51,020 (8,018) -16% Gross profit as a % of revenue 59%
58%
OPERATING EXPENSES Officer and director compensation 265,000 262,500 $ 2,500 1% General and administrative 36,383 51,932 (15,549) -30% Impairment of intangible assets - 100,000$ (100,000) -100% Professional fees and contract services 239,853 233,352 6,501 3% Total operating expenses 541,236 647,784$ (106,548) -16% NET LOSS FROM CONTINUING OPERATIONS (498,234) (596,764) 98,530 -17% Revenues from debudder sales decreased, primarily due to the carryover impact of management's focus in the quarter endedAugust 31, 2020 on establishing and building the soils division acquired from Elevated, which was subsequently discontinued. The efforts focused on the soils division diverted management's attention from sales of the debudder products.
Other operating expenses were consistent between periods, with the exception of impairment of intangible assets which decreased in the current six-month period.
Net loss from operations decreased in 2020 compared 2019. The biggest driver in this improvement was from the reduction in impairment of intangible assets.
Discontinued Operations. After operating the soils division for the three months endedAugust 31, 2020 , management undertook an in-depth assessment of the business and concluded that the soils division was not as represented at the time of the acquisition, 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. Common stock issued in the acquisition, aggregating 1,300,000 shares out of 1,400,000 shares originally issued, will be cancelled, and the Company agreed to pay a$10,000 walk-away fee. The$10,000 walk-away fee is payable in five installments of$2,000 each with the final payment due in early March, 2021. Cancellation of the shares will be registered once the final installment of the walk-away fee is paid. In the aggregate, the Company recognized a loss from discontinued operations of$10,000 in the three and six-month periods ended
November 30, 2020 . 3
Operating results for the three and six-month periods from the discontinued operations are reflected in the following table.
OPERATING RESULTS Three Months Six Months Ended Ended November 30, 2020 November 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 endedNovember 30, 2020 was$153,329 compared to$167,917 in the comparable period 2019. During the period, our total cash decreased by$27,329 . Cash to fund the negative cash flow from operations was derived primarily from proceeds of advances from related parties totaling$126,000 . Our current operations are not sufficient to support the existing infrastructure, much of which is required in order to maintain public company status. We continue to seek out potential acquisition candidates with a focus on acquiring an operating company with scale sufficient to support all aspects of the company's operations, including the public company infrastructure. The Company is currently reliant on funding through advances from related parties, but no assurances can be given that such funding will continue to be available in future periods. 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 of$512,385 and$596,764 for the six-month periods endedNovember 30, 2020 and 2019, respectively, and had an accumulated deficit of$4,694,779 as ofNovember 30, 2020 . 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 InMarch 2020 , COVID-19 was declared a pandemic by theWorld Health Organization and theCenters for Disease Control and Prevention . Its rapid spread around the world and throughoutthe United States prompted many countries, includingthe United States , to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity inthe United States and Worldwide. To date, the disruption has not materially impacted 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. 4 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 Registrants' 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
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