OOOOO Entertainment Commerce : Management Discussion and Analysis

EVERMOUNT VENTURES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended July 31, 2019

This Management's Discussion and Analysis ("MD&A") for Evermount Ventures Inc. (the "Company") should

be read in conjunction with the audited financial statements for the year ended July 31, 2019 and 2018 and the notes thereto.

The financial information in this MD&A is derived from the Company's audited financial statements as at July 31, 2019 prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The effective date of this MD&A is November 27, 2019.

Additional information relating to the Company, including the most recent Company filings, can be located on

SEDAR at www.sedar.com.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This discussion includes certain statements that may be deemed "forward-looking statements." All statements in

this discussion, other than statements of historical facts, that address events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include known and unknown risks, uncertainties and other factors. Readers are therefore advised to consider the risks associated with any such forward looking statements, which speak only as of the date the statements are made, and to consider such forward looking statements in light of the risks set forth herein.

BUSINESS OVERVIEW

The Company was incorporated on April 16, 2012 pursuant to the Business Corporations Act, British Columbia,

and is a Capital Pool Company as defined by Policy 2.4 (the "CPC Policy") of the TSX Venture Exchange (the

"TSX-V"). The Company's registered address is located at 800 - 885 West Georgia Street, Vancouver, Canada, V6C 3H1.

On December 21, 2012, the Company completed its initial public offering ("IPO") of 2,300,000 common shares at a price of $0.10 per share for total gross proceeds of $230,000 and commenced trading on the TSX-V on January 2, 2013 under the symbol ETV.P.

As a CPC, the Company's principal business is to identify and evaluate business opportunities with the objective

of completing the acquisition of an interest in properties, assets or a business (the "Qualifying Transaction")

under Exchange rules. Under these rules, a Qualifying Transaction must be entered into within 24 months of listing. On April 14, 2015, the TSX-V granted an extension to the Company for completion of a Qualifying Transaction to September 30, 2015, which was further extended to December 29, 2015.

In January 2016, the Company cancelled 1,000,000 of its common shares held in escrow, pursuant to TSX-V Policy 2.4, as the Company had not completed a Qualifying Transaction within the period allowed. Further, the Company's shares were transferred to the TSX-V's NEX board (the "NEX") where they trade under the symbol "ETV.H".

As a NEX-listed entity, the Company continues to be classified as a CPC and it continues to seek a Qualifying Transaction.

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EVERMOUNT VENTURES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended July 31, 2019

Private Placement

On December 15, 2017, the Company closed its non-brokered private placement financing of 3,500,000 common shares of the Company (each, a "Share"), at $0.10 per Share for proceeds of $350,000 (the "Private Placement"). All of the Shares issued pursuant to the Private Placement are subject to a restricted period of four months and one day from the date of closing. As a result, the number of shares outstanding increased from 3,300,000 to 6,800,000.

The subscribers of the Shares in the Private Placement may become directors of the Company after completion of the Private Placement. As such, the Private Placement may be considered a Related Party Transaction under Policy 5.9 of the TSX Venture Exchange, which incorporate by reference Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company believes that the Private Placement is exempt from the requirement of having a formal valuation based on the exemption available under Section 5.5 (b) of MI 61-101 because the Shares are not listed on the Toronto Stock Exchange and other exchanges enumerated therein. The Company believes that the Private Placement is exempt from the requirement of minority approval based on the exemption available under Section 5.7 (1)(b) of MI 61-101 because the Private Placement is a distribution of securities for cash for not more than $2,500,000 and the Shares are not listed on the Toronto Stock Exchange and other exchanges enumerated therein. The Company intended to use the proceeds from the sale of the Shares for its working capital purposes. Immediately following the closing of the Private Placement, Mr. Zhigang Wang and Ms. Jin Kuang resigned as directors of the Company. They were replaced by Mr. Wen Hong Jin and Mr. Gong (Michael) Chen.

Terminated Letter of Intent

The Company announced that it has entered into a letter of intent (the "LOI") dated January 9, 2018 with SW Tech Corporation ("SW Tech"). The LOI contemplates that Evermount will complete a business combination with SW Tech (the "Transaction") whereby Evermount will acquire all of the issued and outstanding securities of SW Tech from its shareholders. The proposed Transaction is intended to constitute the "qualifying transaction" (as such term is defined in the Policy) of Evermount. On closing (the "Closing") of the Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 "Mining" issuer on the TSXV.

On October 5, 2018, the Company and SW Tech signed a mutual termination and release agreement to terminate the LOI and SW Tech agreed to pay the legal invoices resulted from the work already done on the Transaction.

On April 26, 2019 Ming Chiang has stepped down as CEO and director of the Company, and Jin Kuang was appointed as CEO and director of the Company. The Company has re-approved the stock options plan at the AGM.

The Company's ability to continue as a going concern is dependent upon its ability to identify, evaluate and negotiate an acquisition of, a participation in or an interest in properties, assets or businesses. Such an acquisition will be subject to regulatory approval and may be subject to shareholder approval. In order to continue as a going concern and meet its corporate objectives, the Company will require additional financing through debt or equity issuances or other available means. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.

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EVERMOUNT VENTURES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended July 31, 2019

The financial statements do not reflect the adjustments to the carrying value of assets and liabilities, or the impact on the statement of operations and comprehensive loss and financial position classifications that would be necessary were the going concern assumption not appropriate. Such adjustments could be material.

As at July 31, 2019, the Company had no source of operating revenues and had accumulated a deficit of $384,845 since inception of April 16, 2012 (July 31, 2018 - $393,554). The Company has no assurance that it will be able to identify or complete a Qualifying Transaction, all of which cast significant doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to continue raising equity financing, to identify, evaluate and negotiate an acquisition of, a participation in, or an investment of an interest in a Qualifying Transaction and to successfully operate the business or continue raising equity financing or obtaining other forms of funding.

SELECTED ANNUAL FINANCIAL DATA

The following chart summarizes selected annual financial information:

	Fiscal Year Ended	Fiscal Year Ended	Fiscal Year Ended
	31/07/2019	31/07/2018	31/07/2017
Statement of financial position:
Total assets	252,530	312,561	5,026
Total long-term liabilities	-	-	-
Statement of Operations:
Net income (loss)	8,709	(86,828)	(35,267)
Basic and diluted income (loss) per share	0.00	(0.02)	(0.02)
Dividend per share	-	-	-

OVERALL PERFORMANCE

The following discussion of the Company's financial performance is based on the financial statements for the year ended July 31, 2019.

As of July 31, 2019, the Company had cash of $249,905 (2018 - $312,561) and total assets of $252,530 (2018 - $312,561).

Shareholders' equity is comprised of share capital of $583,527 (2018 - $583,527), warrants reserve of $10,500 (2018 - $10,500), share-based payments reserve of $30,500 (2018 - $30,500), and the deficit of $384,845 (2018 - $393,554) for a net shareholders' equity of $239,582 (2018 -$230,973 ).

As at July 31, 2019, 6,800,000 (July 31, 2018 - 6,800,000) common shares of the Company were issued and outstanding. 1,000,000 escrowed common shares of the Company that was originally purchased by the directors and officers of the Company at $0.05 per share were cancelled effective January 6, 2016. 1,000,000 common shares remain in escrow to be released commencing upon the closing of the Company's Qualifying Transaction.

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EVERMOUNT VENTURES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended July 31, 2019

RESULTS OF OPERATIONS

The Company is a CPC and has no business operations. The Company has no sales revenue. Until such time as the Company completes a Qualifying Transaction as required by the TSX-V, corporate expenditures will be restricted to costs of raising equity financing, administrative costs to maintain the Company in good standing and costs to identify and evaluate potential business opportunities.

For the year ended July 31, 2019, the Company incurred an income of $8,709 compared with a loss of $86,828 for the year ended July 31, 2018. The increase of income during the year ended July 31, 2018 is mainly due to legal fee recoveries of $51,114 which was paid by SW resulted from the termination of the Transaction offset by the increased legal fees and filing fees related to filing of the Termination of LOI. Professional fees (recoveries) for the year ended July 31, 2019 are $(30,359) (2018 - $69,089), which consisted of legal fee recoveries and audit fees. The office expenses for the year ended July 2019 are $21,650 (2018 - $17,739). The increase in the office expenses was due to increased filing fees related to the Termination of LOI.

SELECTED QUARTERLY RESULTS

						Three		Three						Three		Three
		Three		Three		months		months		Three		Three		months		months
		months		months		ended		ended		months		months		ended		ended
	ended July	ended April	January 31,	October 31,	ended July	ended April	January 31,	October 31,
		31, 2019		30, 2019		2019		2018		31, 2018		30, 2018		2018		2017
Revenue	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Expenses		(609)		(5,417)		41,207		(26,472)		(54,549)		(15,857)		(6,448)		(9,974)
Income (Loss) for the
period		(609)		(5,417)		41,207		(26,472)		(54,549)		(15,857)		(6,448)		(9,974)
Basic and diluted income
(loss) per common share	$	(0.00)	$	(0.00)	$	0.01	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

The income (loss) reported from quarter to quarter was mainly due to expenditures incurred for maintaining the

Company's operations.

FOURTH QUARTER

For the three months ended July 31, 2019, the Company reported a loss of $609 compared with a loss of $54,549 for the three months ended July 31, 2018. The decrease in losses was mainly due to the decrease in professional fees (mainly legal fees) related to the private placement and Qualifying Transaction. The professional fee for the period ended July 31, 2019 is $nil (2018 - $50,113). The office expenses for the period ended July 31, 2019 is $609 (2018 - $4,436).

LIQUIDITY AND CAPITAL RESOURCES

The Company currently has no operating revenues and relies primarily on equity financing. As at July 31, 2019, the Company had cash of $249,905 (July 31, 2018 - $312,561) and working capital of $239,682 (July 31, 2018 - $230,973). The Company has no source of operating cash flows and did not have sufficient cash to fund the general working capital requirements and contractual obligations for the next twelve months. The Company will require additional financing or other sources of funding, which if not raised, would result in the curtailment of

activities. As a result, there is a substantial doubt about the Company's ability to continue as a going concern

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EVERMOUNT VENTURES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the year ended July 31, 2019

and accordingly use accounting principles applicable to a going concern.

The Company's condensed interim financial statements have been prepared on a going concern basis which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company's only source of funding has been the issuance of equity securities for cash. Management believes it will be able to raise equity capital as required in the long term, but recognize there will be risks involved that may be beyond their control. The Company has no outstanding debt facility upon which to draw.

OFF BALANCE SHEET TRANSACTIONS

The Company did not have any off-balance sheet transactions as at July 31, 2019.

RELATED PARTY TRANSACTIONS

During the year ended July 31, 2019 and 2018, there were no related party transactions.

OUTSTANDING SHARE DATA

The following information sets out the outstanding share data of the Company as of the date of this MD&A:

	Number of		Amount
	shares
Balance as at July 31, 2018	6,800,000	$	583,527
Shares issued	-		-
Balance as at July 31, 2019	6,800,000	$	583,527

Basic and diluted weighted average number of commons shares outstanding for the year ended July 31, 2019 and 2018 excludes shares held in escrow, whose release is contingent on the completion of a Qualifying Transaction.

The Company has 400,000 incentive stock options to acquire 400,000 common shares at a price of $0.10 per share, which expired as of December 20, 2017. Per the Letter of Intent dated January 9, 2018 with SW Tech Corporation, these stock options will survive the closing of the Qualifying Transaction, subject to regulatory approval. Due to the termination of the LOI as of October 5, 2018, these stock options are deemed expired.

FINANCIAL INSTRUMENTS AND RISK

Fair Value of Financial Instruments

The Company's financial instruments include cash and accounts payable. The carrying value of these instruments approximates their fair values due to the relatively short periods of maturity of these instruments.

RISKS AND UNCERTAINTIES

The Company has no active business. The Company does not have a history of earnings, nor has it paid any dividends, and will not be in a position to generate earnings or pay dividends until at least after completion of

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