Management's Discussion and Analysis

This section of the Form 10-K includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Capital Resources and Liquidity

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business unless we obtain additional capital. No substantial revenues from our planned business model are anticipated until we have completed financing the Company. As at September 30, 2020, the Company has a working capital deficit of $2,900,629 and an accumulated deficit of $7,167,346. These factors raise substantial doubt about the Company's ability to continue as a going concern.

We need to seek capital from resources such as the sale of private placements in the Company's common stock or debt financing, which may not even be available to the Company. However, if such financing were available, because we are a, early stage company with no or limited operations to date, it would likely have to pay additional costs associated with such financing and in the case of high risk loans be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such financing. If the Company cannot raise additional proceeds via such financing, it may be required to cease business operations.

As of September 30, 2020, we had $12,196 in cash, amounts receivable of $295, and prepaid expenses and deposits of $253,754, as compared to $62,682 in cash, amounts receivable of $10,639 and prepaid expenses and deposits of $115,856 as of September 30, 2019. As of the date of this Form 10-K, the current funds available to the Company will not be sufficient to fund the expenses related to maintaining our planned operations. We are in the process of seeking additional equity financing in the form of private placements, loans and registration statements to fund our intended business operations.

Management believes that if subsequent private placements are successful or we are successful in raising funds from registered securities, we will generate sales revenue within twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

We do not anticipate researching any further products nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.

Impact of Chapter 11 Bankruptcy Proceedings. On August 7, 2020, our company (including our subsidiaries) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada, Case No. 20-13886.

On October 9, 2020, a stay order was entered by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed our company from the Chapter 11 bankruptcy proceeding and protection.

Despite the short-lived and, ultimately, ineffectual bankruptcy filing, we believe our company's overall financial position, on an ongoing basis since August 2020, has been negatively impacted. While the bankruptcy filing was believed by our management to be the best strategy in dealing with what was, at the time, a significant amount of toxic convertible debt, the bankruptcy filings' negative impact is most tangibly apparent in our inability to obtain equity funding.

During the fourth quarter of 2020, proposed, though not yet binding, equity investments in our company were abandoned by potential investors, due to the volatile downward movement of our stock price caused, in large measure, by heavy sales of shares by holders of convertible debt. This circumstance served to exacerbate our company's lack of liquidity.

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However, from September 30, 2020, through March 31, 2021, our outstanding convertible debt obligations have been reduced from $641,077 (net of unamortized discount of $182,012) to $190,834 (unaudited) (net of unamortized discount of $nil).





Results of Operations

We had $Nil in revenue for the fiscal year ended September 30, 2020, as compared to revenue for the fiscal year ended September 30, 2019, of $Nil.

Total expenses in the fiscal year ended September 30, 2020, were $485,756 as compared to total expenses for the fiscal year ended September 30, 2019, of $642,178. In addition, total other expenses in the fiscal year ended September 30, 2020, were $1,996,856 as compared to total other expenses for the fiscal year ended September 30, 2019, of $126,633, resulting in a net loss for the fiscal year ended September 30, 2020, of $2,437,870, as compared to a net loss of $767,537 for the fiscal year ended September 30, 2019. The increase in net loss for the fiscal year ended September 30, 2020, compared to 2019 was mainly due to the following:

·An increase in professional fees from $81,090 in 2019 to $179,015, which was primarily due to an increase in legal fees associated with the Company's convertible debentures and related legal proceedings;

·An increase in accretion of discount of convertible notes from $1,296 in 2019 to $328,333 in 2020, which related to the increase in convertible debt financing during the year;

·An increase in interest expense from $3,783 in 2019 to $298,942 in 2020, which was mainly attributable to default penalties incurred on convertible notes of $229,364 during 2020;

·An increase in impairment of property and equipment from $nil in 2019 to $434,601 in 2020, which related to an impairment of the capitalized construction in progress costs due to the economic uncertainty of having sufficient financing available to complete the proposed construction; and

·An increase in loss on change in fair value of derivative liabilities from $nil in 2019 to $1,149,450 in 2020, which related to the embedded conversion features on the Company's convertible debentures entered into during the year.

The increase was partially offset by the following:

·A decrease in consulting fees from $442,529 in 2019 to $224,691 in 2020 due to less labour costs required during 2020; and

·An increase in the gain from write-off of accounts payable from $nil in 2019 to $292,557 in 2020, which related to professional fees that are no longer outstanding.

During the year ended September 30, 2020, and 2019, we incurred a net loss of $0.03 and $0.01 per share, respectively.

Impact of Chapter 11 Bankruptcy Proceedings. On August 7, 2020, our company (including our subsidiaries) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada, Case No. 20-13886.

On October 9, 2020, a stay order was entered by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed our company from the Chapter 11 bankruptcy proceeding and protection.

The filing of bankruptcy negatively affected our results of operations, due to increased interest and penalty interest expenses associated with our defaulting on our convertible note obligations. In addition, because we were unable to obtain proposed, though not yet binding, equity funding during the fourth quarter of 2020, we were unable to make planned expenditures relating to our business plan. This result can be expected to have a slowing effect on our ability to generate revenues. However, we are unable to make any prediction, in this regard.

Off-balance sheet arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

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The Company is temporarily headquartered in Coquitlam, British Columbia. Our mission is to advance the technology of tissue culture science and to provide the highest quality 100% germ free, disease free and all genetically the same plantlets of high CBD hemp and other flora and offering full spectrum DNA testing for plant identification, live genetics preservation using low temperature storage for various cannabis and horticulture plants; extraction of botanical oils mainly CBD oil, and to deliver laboratory based services to the North American high CBD hemp, Cannabis and agriculture sectors.

Its immediate focus will be on producing tissue cultured high CBD hemp starter plantlets. The Company has applied to Health Canada for a license to produce and sell tissue culture plantlets and cannabis oil. On February 7, 2019, the Company's, Canadian subsidiary, WFS Pharmagreen Inc., received notification from Health Canada that its cannabis licensing application under the Cannabis Act and the Cannabis Regulations to obtain a license at the proposed site in Deroche, British Columbia, Canada has advanced from the first stage, "Intake and Screening" to the second stage, "Detailed Review and Initiation of Security Clearance Process," of a three stage approval process. On May 10, 2019, the Company received confirmation from Health Canada that the second stage has been completed and the company can move into the third stage, construction of the biotech complex for inspection and licensing.

The Company is currently completing its engineering stage and has begun site development work for the building process of a 63,000 square foot biotech complex. The Botany Center will serve the following purposes:

·Plantlets tissue culture unit (under Cannabis licence and under Hemp License for high CBD hemp strain tissue culture starter plantlets)

·Plantlets low temperature storage unit (under Cannabis licence and Hemp license) **

·Plant DNA testing unit (Under Cannabis licence and Hemp license)**

·Cannabis and high CBD hemp product development unit (under Cannabis Licence)**

·Cannabis and high CBD hemp oil products extraction (under Cannabis Licence)**

** when funds become available in the future

The Company is dedicated to become internationally recognized and valued biotech science solutions company in North America for its proprietary micro-propagation techniques, tissue culture plantlets production, preservation of genetics, extraction of cannabis oil, Cannabis and high CBD hemp products development, and plant DNA species identification and certification. The extraction of cannabis oil and new cannabis and high CBD hemp product development will be conducted under the Cannabis License. The company has concurrently applied for a Cannabis License administrated by Health Canada.

If the Company is awarded Cannabis License with Health Canada it will continue to build out the Biotech Complex. It will take 19 months to construct and make operational the Biotech Complex.

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