Forward-Looking Statements


This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.





In this quarterly report, unless otherwise specified, our financial statements
are expressed in United States Dollars (US$) and are prepared in accordance with
United States generally accepted accounting principles. All references to
"common shares" refer to the common shares in our capital stock.



Unless expressly indicated or the context requires otherwise, the terms "Redwood
Green," the "Company," "we," "us," and "our" refer to Redwood Green Corp., a
Nevada corporation, and, where appropriate, its wholly owned subsidiaries.




General Overview



Subsequent to the quarter-end, members of the Board of Directors met with
representatives of significant shareholders regarding the progress of its buy
and build strategy and the need for additional working capital to implement this
strategy.  While there were many discussions with potential acquisition targets,
management of the Company was not able to reach agreement on the broad outlines
of any such agreement, and it became apparent that any of such acquisition and
the capital to finance such acquisitions would result in unacceptable dilution
to the Company's shareholders.  In order to preserve value to the shareholders
to the best extent possible, it was determined to abandon this strategy in order
to evaluate strategic alternatives.  With very limited funds to operate, these
shareholders were approached to obtain funds to operate during this process.
Management of the Company was able to obtain a convertible loan in the amount of
$250,000 from one such shareholder, but such loan was conditioned upon the
Company divesting itself of the Good Meds business to obtain additional working
capital and provide funds for its new strategy.



The Company anticipates announcement of a new strategic direction in the coming
weeks.  The convertible loan will provide enough funds to operate through the
end of August but not beyond.  It is in discussion with other potential
financing sources and potential acquirors for the Good Meds business but there
can be no assurance that any of these discussions will be successful on terms
satisfactory to the Company, if at all.



Redwood Green Corp began as Auto Tool Technologies Inc., which was incorporated
under the laws of the State of Nevada on May 10, 2011. The Company's name
was changed to AFC Building Technologies Inc. effective January 10, 2014.
Effective April 26, 2018, the Company changed its name to First Colombia
Development Corp. Subsequently, effective October 14, 2019, the Company changed
its name to Redwood Green Corp. The Company operates from its corporate
headquarters located in Denver, Colorado.



In April 2018, the Company effected a forward stock split of our authorized and
issued and outstanding shares of common stock on a one (1) old for two (2) new
basis. Upon effect of the forward split, authorized capital increased from
250,000,000 shares of common stock to 500,000,000 shares of common stock and
correspondingly, the issued and outstanding shares of common stock increased
from 34,760,008 to 73,520,016 shares of common stock, all with a par value of
$0.001. The stock split was subsequently reviewed and approved by the Financial
Industry Regulatory Authority (FINRA) on April 26, 2018.



                                       21






On May 10, 2018, the Company acquired all the issued and outstanding share
capital of First Colombia Devco S.A.S. ("Devco") a Colombian company, and began
to establish various business ventures in Colombia in the agriculture and real
estate development, tourism, and infrastructure sectors before commencing to
phase them out in April 2019.



On July 1, 2019, the Company acquired 100% of the membership interests in
General Extract, LLC ("General Extract"), a Colorado limited liability company.
General Extract was founded in 2015 as an importer, distributor, broker and
postprocessor of hemp and hemp derivatives. The Company acquired all of the
issued and outstanding membership interests, including business plans and access
to contacts. In consideration of the sale and transfer of the membership
interests, the Company delivered 299,170 shares, representing 100% of the
ownership of First Colombia Devco.



On July 15, 2019, the Company, through its wholly owned subsidiary Good
Acquisition Co., entered into a Membership Interest Purchase Agreement to
acquire cannabis brands and other assets of Critical Mass Industries, LLC DBA
Good Meds ("CMI"), a Colorado limited liability company ("CMI Transaction"). CMI
is licensed by the Marijuana Enforcement Division of Colorado Department of
Revenue to produce cannabis and cannabis products under its six licenses. These
licenses allow for cultivation, manufacturing of infused products and retail
distribution. At the time, Colorado law prohibited public companies, including
the Company, from owning cannabis licenses. Therefore, CMI spun off assets
acquired by the Company into two new entities, Good Holdco, LLC and Good IPCo,
LLC. Under the terms of the Membership Interest Purchase Agreement, CMI retained
the cannabis licenses, inventory and accounts receivable and will continue to
operate the cannabis business related to these assets under the agreements
entered into with Redwood Green. In consideration for the transfer of the
acquired assets, the Company delivered 13,553,233 shares of the Company common
stock, in addition to $1,999,770 in cash paid to CMI. Effective in 2020, public
companies are permitted to own cannabis licenses in Colorado, and the Company is
in the process of acquiring the remaining assets of CMI in exchange for
1,500,000 shares of Common Stock of the Company.



Update on COVID-19



In December 2019, a novel strain of coronavirus was reported to have surfaced in
Wuhan, China, which has spread throughout the world, including the United
States. On January 30, 2020, the World Health Organization declared the outbreak
of COVID-19 a "Public Health Emergency of International Concern," and on March
11, 2020, it characterized the outbreak as a "pandemic". The impact of COVID-19
developments and uncertainty with respect to the economic effects of the
pandemic has introduced significant volatility in the financial markets and is
having a widespread adverse effect on the cannabis industry, including
reductions in certain consumer demand and production of THC-dominant and
CBD-dominant cannabis that the Company specializes in.



To date, COVID-19 has surfaced in nearly all regions around the world and
resulted in travel restrictions, both domestic and international, closing of
borders and business slowdowns or shutdowns in affected areas. As a
result, COVID-19 has impacted the Company's business. Although deemed an
essential business during the pandemic, many dispensaries and cannabis
manufacturers have suspended or reduced operations on a temporary basis due to
market conditions and matters associated with COVID-19.



The COVID-19 pandemic and responses to this crisis, including actions taken by
federal, state and local governments, have had an impact on the operations of
the Company, including, without limitation, the following: reduced staffing due
to employee suspected conditions and social distancing measures; constraints on
productivity; management and staff non-essential business-related travel was
constrained due to stay-at-home orders; most employees have shifted to remote
work resulting in loss of productivity; consumers visiting dispensaries operated
under license impacted by stay-at-home orders. Management has made reasonable
alternative arrangements, including attempts to render meetings and other
workflow processes more efficient despite remote work; however, these have had
limited success, as at-home working conditions differ and certain employees'
roles are not amenable to work from home. Management continues to monitor the
COVID-19 pandemic situation and federal, state and local recommendations and
will provide updates as appropriate.



                                       22





Our Current Business

Our business portfolio includes the accounts of General Extract, which is controlled by the Company through its 100% ownership interest, and CMI, a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary and therefore is a consolidated entity of Redwood Green for GAAP purposes.





In June 2020, the Company's board of directors redirected the Company's business
strategy to exit the cultivation, manufacturing of infused products and retail
distribution businesses. Therefore, the Company's operations and financial
results relating to CMI, a VIE of the Company, has been reported as discontinued
operations held for sale.

Results of Operations for the Three Months Ended June 30, 2020 and 2019





Our operating results for the three months ended June 30, 2020 and 2019 are
summarized as follows:



                                             For the Three Months Ended
                                                      June 30,                           Change
                                                2020               2019         Dollars       Percentage
Net sales                                  $       769,555      $        -     $  769,555             100 %
Cost of goods sold, inclusive of
depreciation                                       310,695               -        310,695             100 %
Gross profit                                       458,860               -        458,860             100 %
Total operating expenses                         1,150,425         222,238        928,187             418 %
Loss from operations                              (691,565 )      (222,238 )     (469,327 )           211 %
Total other expenses                               (16,011 )            16        (16,027 )      -100,169 %
Net loss from continuing operations,
before taxes                                      (707,576 )      (222,222 )     (485,354 )           218 %
Income taxes                                         5,117               -          5,117             100 %

Net loss from continuing operations $ (712,693 ) $ (222,222 ) $ (490,471 )

           218 %
Net loss from discontinued operations,
net of tax                                 $       (60,315 )    $      991     $  (61,306 )        -6,186 %
Net loss                                   $      (773,008 )    $ (221,231 )   $ (551,777 )           247 %





Our operating results for the three months ended June 30, 2020, relating to our
variable interest entity, CMI, are classified as discontinued operations above
and summarized as follows:



                                                   For the Three Months Ended
                                                            June 30,                            Change
                                                      2020               2019          Dollars        Percentage
Net sales                                       $      1,746,977       $       -     $ 1,746,977              100 %

Cost of goods sold, inclusive of depreciation          1,249,875           

   -       1,249,875              100 %
Gross profit                                             497,102               -         497,102              100 %
Total operating expenses                                 458,664               -         458,664              100 %
Loss from operations                                      38,438               -          38,438              100 %
Total other expenses                                     (98,753 )             -         (98,753 )            100 %
Net loss, before taxes                                   (60,315 )             -         (60,315 )            100 %
Income taxes                                                   -               -               -                0 %
Net loss                                        $        (60,315 )     $       -     $   (60,315 )            100 %




                                       23

Net Sales and Cost of Goods Sold





Net sales for the three months ended June 30, 2020 were $769,555, which
represented an increase of $769,555, or 100%, compared to no net sales for the
three months ended June 30, 2019. Revenue generating activities for continuing
operations are attributable to General Extract, which was acquired after June
30, 2019. CMI net sales were $1,746,977 for the three months ended June 30,
2020, of which $1,205,330 was related to medical retail, $336,776 was related to
medical wholesale, and $204,871 was related to recreational wholesale. Revenue
generating activities for discontinued operations are attributable to CMI.



Cost of goods sold for the three months ended June 30, 2020 primarily consisted
of the cost of CBD isolate. Cost of goods sold increased by $310,695 for the
three months ended June 30, 2020 compared to the three months ended June 30,
2019. There was no cost of goods sold for the three months ended June 30, 2019,
as the Company did not engage in sales activities. CMI's cost of goods sold for
the three months ended June 30, 2020 primarily consisted of allocated salaries
and wages of employees directly related to the production process, and allocated
depreciation directly related to the production process, cultivation supplies,
rent and utilities. CMI's cost of goods sold were $1,249,875 for the three
months ended June 30, 2020. CMI was acquired after June 2019, resulting in no
cost of goods sold for the three months ended June 30, 2019.



Operating Expenses




Operating expenses encompass personnel costs, sales and marketing, general and
administrative expenses, and legal and professional fees. Total operating
expenses were $1,150,425 for the three months ended June 30, 2020 as compared to
$222,238 for the three months ended June 30, 2019. The increase of $928,187, or
418%, was primarily attributable to the following changes in operating expenses
of:



  ? Personnel costs - $687,573 increase




  ? Sales and marketing - $237 increase




  ? General and administrative expenses - $3,184 decrease




  ? Legal and professional fees - $243,561 increase





The $687,573 increase in personnel costs resulted from Redwood Green Corp.
hiring employees and an increase in consulting expenses as its operations began.
The $243,561 increase in legal and professional fees primarily resulted from
costs associated with expanded operations attributable to acquiring CMI and the
strategic direction of the Company.



CMI operating expenses encompass personnel costs, sales and marketing, general
and administrative, legal and professional fees, and amortization expense. Total
operating expenses for CMI were $458,664 for the three months ended June 30,
2020. CMI was acquired after June 30, 2019, resulting in no operating expenses
for the three months ended June 30, 2019.



Other Expense




Other expense consisted of foreign exchange gain/loss. Other expense during the
three months ended June 30, 2020 and 2019 was $16,011 loss and $16 gain,
respectively. The $16,027 increase was a result of foreign currency exchange
loss for transactions with General Extract's supplier.



CMI's other expense consisted of interest expense. CMI's other expense during
the three months ended June 30, 2020 was $98,753. CMI was acquired after June
30, 2019, resulting in no other expenses for the three months ended June 30,
2019.



                                       24





Net Loss



For the foregoing reasons, we had a net loss of $773,008 for the three months
ended June 30, 2020, or $0.01 net loss per common share - basic and diluted,
compared to $221,231 for the three months ended June 30, 2019, or $0.00 net loss
per common share - basic and diluted.

Results of Operations for the Six Months Ended June 30, 2020 and 2019





Our operating results for the six months ended June 30, 2020 and 2019 are
summarized as follows:



                                             For the Six Months Ended
                                                     June 30,                           Change
                                                2020             2019          Dollars         Percentage

Net sales                                  $      781,455     $        -     $    781,455              100 %
Cost of goods sold, inclusive of
depreciation                                      744,279              -          744,279              100 %
Gross profit                                       37,176              -           37,176              100 %
Total operating expenses                        4,158,616        269,860   

    3,888,756            1,441 %
Loss from operations                           (4,121,440 )     (269,860 )     (3,851,580 )          1,427 %
Total other expenses                              (16,011 )         (430 )        (15,581 )          3,623 %
Net loss from continuing operations,
before taxes                                   (4,137,451 )     (270,290 )     (3,867,161 )          1,431 %
Income taxes                                        5,117              -            5,117                0 %
Net loss from continuing operations        $   (4,142,568 )   $ (270,290 )   $ (3,872,278 )          1,431 %
Net loss from discontinued operations,
net of tax                                 $     (227,749 )   $  (22,279 )   $   (205,470 )            922 %
Net loss                                   $   (4,370,317 )   $ (292,569 )   $ (4,077,748 )          1,392 %




Our operating results for the six months ended June 30, 2020, relating to our
variable interest entity, CMI, are included above and summarized as follows:



                                                   For the six Months Ended
                                                           June 30,                            Change
                                                     2020               2019          Dollars        Percentage
Net sales                                       $     3,328,867       $       -     $ 3,328,867              100 %

Cost of goods sold, inclusive of depreciation         2,628,051            

  -       2,628,051              100 %
Gross profit                                            700,816               -         700,816              100 %
Total operating expenses                                828,340               -         828,340              100 %
Loss from operations                                   (127,524 )             -        (127,524 )            100 %
Total other expenses                                   (100,225 )             -        (100,225 )            100 %
Net loss, before taxes                                 (227,749 )             -        (227,749 )            100 %
Income taxes                                                  -               -               -                0 %
Net loss                                        $      (227,749 )     $       -     $  (227,749 )            100 %

Net Sales and Cost of Goods Sold





Net sales for the six months ended June 30, 2020 were $781,455, which
represented an increase of $781,455, or 100%, compared to no net sales for the
six months ended June 30, 2019. Revenue generating activities for continuing
operations are attributable to General Extract, which was acquired after June
30, 2019. CMI net sales were $3,328,867 for the six months ended June 30, 2020,
of which $2,272,184 was related to medical retail, $599,227 was related to
medical wholesale, $454,715 was related to recreational wholesale, and $2,741
was related to other revenues. Revenue generating activities for discontinued
operations are attributable to CMI.



                                       25





Cost of goods sold for the six months ended June 30, 2020 primarily consisted of
the cost of CBD isolate and the provision for inventory loss. Cost of goods sold
increased by $744,279 for the six months ended June 30, 2020 compared to the six
months ended June 30, 2019. There was no cost of goods sold for the six months
ended June 30, 2019, as the Company did not engage in sales activities. CMI's
cost of goods sold for the six months ended June 30, 2020 primarily consisted of
allocated salaries and wages of employees directly related to the production
process, and allocated depreciation directly related to the production process,
cultivation supplies, rent and utilities. CMI's cost of goods sold were
$2,628,051 for the three months ended June 30, 2020. CMI was acquired after June
2019, resulting in no cost of goods sold for the six months ended June 30,

2019.



Operating Expenses




Operating expenses encompass personnel costs, sales and marketing, general and
administrative expenses, and legal and professional fees. Total operating
expenses were $4,158,616 for the six months ended June 30, 2020 as compared to
$269,860 for the six months ended June 30, 2019. The increase of $3,888,756, or
1,441%, was primarily attributable to the following increases in operating
expenses of:



  ? Personnel costs - $1,416,685




  ? Sales and marketing - $14,854




  ? General and administrative expenses - $1,529,902




  ? Legal and professional fees - $927,315




The $1,416,685 increase in personnel costs resulted from Redwood Green Corp.
hiring employees and an increase in consulting expenses as its operations began.
The $1,529,902 increase in general and administrative expenses is a result of
stock-based compensation expense of $1,372,656. The $927,315 increase in legal
and professional fees primarily resulted from costs associated with expanded
operations attributable to acquiring CMI and the strategic direction of the
Company.



CMI operating expenses encompass personnel costs, sales and marketing, general
and administrative, legal and professional fees, and amortization expense. Total
operating expenses for CMI were $828,340 for the six months ended June 30, 2020.
CMI was acquired after June 30, 2019, resulting in no operating expenses for the
three months ended June 30, 2019.



Other Expense



Other expense consisted of loss on foreign exchange. Other expense during the
six months ended June 30, 2020 and 2019 was $16,011 and $430, respectively. The
$15,581 or 3,623% increase in other expense was a result of foreign currency
exchange loss for transactions with General Extract's supplier.



CMI's other expense consisted of interest expense. CMI's other expense during
the six months ended June 30, 2020 was $100,225. CMI was acquired after June 30,
2019, resulting in no other expenses for the six months ended June 30, 2019.



Net Loss



For the foregoing reasons, we had a net loss of $4,370,317 for the six months
ended June 30, 2020, or $0.04 net loss per common share - basic and diluted,
compared to $292,569 for the six months ended June 30, 2019, or $0.00 net loss
per common share - basic and diluted.



                                       26

Liquidity, Capital Resources and Cash Flows





The board of directors of the Company has refocused the Company to seek
financing for general operating expenses from the Company's current shareholders
in the form of either convertible debt, stock options, or share subscriptions,
pending determination of a new business strategy and sale of the Good Meds
assets. It is unknown at this time what the financial requirements of a new
business strategy will be or how it will be funded. The Company
expects substantial proceeds from the sale of the Good Meds assets which will at
least partially offset the cost of the new business strategy, as well as general
operating expenses. As of June 30, 2020, the Company had working capital
of $10,094,488 and cash balance of $611,863. There can be no assurance that the
Company will be able to source financing to fund its new business strategy, when
determined, or that it will be able to sell the Good Meds assets on reasonable
terms.



COVID-19 has resulted in, and may continue to result in, significant disruption
of financial markets, which may reduce the Company's ability to access capital
or its customers' ability to pay the Company for past or future purchases, which
could negatively affect the Company's liquidity. The Company believes that the
cash balances and cash from operations will be sufficient to satisfy its cash
needs for the next few months until it can obtain new long-term financing or
other sources of capital. If we are unable to attain additional financing, we
will have to seek additional strategic alternatives and relief from our
additional liabilities accumulated during COVID-19.



The impact of COVID-19 developments and uncertainty with respect to the economic
effects of the pandemic have introduced significant volatility in the financial
markets and are having a widespread adverse effect on the cannabis industry,
including reductions in consumer demand and production of THC-dominant and
CBD-dominant cannabis. While the full extent of the impact is unknown and the
current situation is still evolving, the Company intends to evaluate further
ways to control costs in position with sales levels. The uncertainties
associated with COVID-19 related to our industry present risk and doubt about
the Company's ability to continue as a going concern.



Going Concern




Management believes that we will continue to incur losses for the immediate
future. Therefore, we may either need additional equity or debt financing until
we can achieve profitability and positive cash flows from operating activities,
or proceeds from the sale of assets. These conditions raise substantial doubt
about our ability to continue as a going concern. Our condensed consolidated
financial statements do not include any adjustments relating to the recovery of
assets or the classification of liabilities that may be necessary should we be
unable to continue as a going concern.



The condensed consolidated financial statements do not include any adjustments
related to this uncertainty and as to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should we be unable to continue as a going concern.



Capital Resources

The following table summarizes total current assets, liabilities and working capital for the periods indicated:





                        June 30,       December 31,
                          2020             2019
Current assets        $ 13,408,751     $  15,760,006
Current liabilities      3,314,263         2,668,283
Working capital       $ 10,094,488     $  13,091,723

As of June 30, 2020 and December 31, 2019, we had a cash balance of $611,863 and $3,473,770, respectively.





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