The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in the unaudited condensed financial statements of the Company for the three and six months ended October 31, 2019 and 2018 and should be read in conjunction with such financial statements and related notes included in this report. Except for the historical information contained herein, the following discussion, as well as other information in this report, contain "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the "safe harbor" created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the "Forward-Looking Statements" set forth elsewhere in this Quarterly Report on Form 10-Q.





Overview

Evergreen International Corp. ("Evergreen", "we", "our" or "the Company") started as a wood products company that had been in business since 1980. Our business fluctuated over the years. We were almost wholly dependent on sales to The Home Depot, Inc. On September 2, 2003, we terminated our business relationship with Home Depot due to increased difficulties in transacting business with such company on a profitable basis. These difficulties included Home Depot's prohibition against price increases, despite increases in our costs of production, a diminution in the Home Depot territories to which we were allowed to sell our products, and Home Depot's demands regarding returns of ordered products that we were unwilling to accede to for economic reasons.

On June 22, 2018, the Company entered into a Stock Purchase Agreement (the "SPA") with a third party (the "Purchaser") and certain selling stockholders, including the Company's controlling stockholders (all of the selling stockholders, collectively, the "Sellers"). Pursuant to the SPA, the Purchaser agreed to acquire approximately 98.75% of the Company's issued and outstanding common stock (the "Shares"). The transaction contemplated by the SPA was subject to various conditions, including payment of a cash dividend to the Company's stockholders and the Company's changing its name and ticker symbol as per the direction of the Purchaser.

On July 6, 2018, the Board of Directors of the Company (i) declared a cash dividend in an aggregate amount of $181,996, or an average of $0.024760 per share, payable to stockholders of record on July 16, 2018, and (ii) approved an amendment to the Company's Certificate of Incorporation to change the Company's name to Evergreen International, Corp., which amendment was filed with the Secretary of State of the State of Delaware on July 13, 2018 and became effective on July 20, 2018.

On July 27, 2018, the transaction contemplated by the SPA closed and the Purchaser acquired the Shares for a cash consideration of $325,000. The consummation of the transactions contemplated by the SPA resulted in a change of control of the Company.

Currently, the Company only possesses minimal assets and liabilities with no substantial business operations. There were no significant revenues or positive cash flows for the six months ended October 31, 2019. The Company's management efforts are focused on seeking out a new and profitable operating business with strong growth potential. Unless and until the Company's successful acquisition of an operating business, we expect our expenses to consist of legal fees, accounting fees, and administrative costs related to maintaining a public company.

Critical Accounting Policies and Significant Judgments and Estimates

The Securities and Exchange Commission ("SEC") issued disclosure guidance for "critical accounting policies." The SEC defines "critical accounting policies" as those that require the application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our significant accounting policies are described in the Notes to these unaudited condensed financial statements. Currently, based on the Company's limited activity, we do not believe that there are any accounting policies that require the application of difficult, subjective or complex judgments.





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Results of Operations

Since we discontinued our wood products business in 2003, we have had no sales revenue, including during the three and six months periods ended October 31, 2019 and 2018.

Three Months Ended October 31, 2019 Compared to the Three Months Ended October 31, 2018

Selling, general and administrative expenses ("operating expenses") were $5,625 for the three months ended October 31, 2019, as compared to $6,070 for the same period in 2018. These expenses are primarily composed of professional fees and public filing expenses.

Six Months Ended October 31, 2019 Compared to the Six Months Ended October 31, 2018

Selling, general and administrative expenses ("operating expenses") were $29,596 for the six months ended October 31, 2019, as compared to $28,247 for the same period in 2018. These expenses are primarily composed of professional fees and public filing expenses.

For the six months ended October 31, 2019, we had a net loss of $29,596, as compared to a net loss of $28,114 for the same period in 2018. The increase during the six months ended October 31, 2019 is primarily due to increased professional fees and public filing expenses offset partially by a decrease in interest income.

Liquidity and Capital Resources

As of October 31, 2019, we had a working capital deficit of $60,382, compared to a working capital deficit of $30,786 as of April 30, 2019. As of October 31, 2019 and April 30, 2019, we had $785 of cash.

The Company's operating activities did not use any cash for the six months ended October 31, 2019, as compared to $23,144 for the same period in 2018. The decrease during the current period is primarily due to the Company's operating expenses being accrued but not paid or paid by a related party on behalf of the Company.

The Company's financing activities did not use any cash for the six months ended October 31, 2019, as compared $181,996 during the same period in 2018. as the company paid a special dividend of substantially all remaining cash as a provision of the 2018 stock purchase agreement discussed in Note 2 of the unaudited condensed financial statements.

We do not expect to incur any capital expenditures during the remaining fiscal year of 2020.

We anticipate that our operating activities will generate negative net cash flow during the remaining fiscal year of 2020. We believe that our cash on hand will be insufficient for meeting our liquidity and capital resource needs. In order to remedy this liquidity deficiency, management is actively seeking additional capital to fund operations.

Off-Balance Sheet Arrangements

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

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