Introduction


This Management's Discussion and Analysis ("MD&A") should be read together with
other information, including our unaudited interim condensed consolidated
financial statements and the related notes to those statements included in Part
I, Item 1 of this Quarterly Report (the "Interim Financial Statements"), our
consolidated financial statements appearing in our Annual Report on Form 10-K
for the year ended April 30, 2020 and Part I, Item 1A, Risk Factors, of the
Annual Report. This MD&A provides additional information on our business, recent
developments, financial condition, cash flows and results of operations, and is
organized as follows:

• Part 1 - Business Overview. This section provides a general description of our

business, which we believe is important in understanding the results of our

operations, financial condition, and potential future trends.

• Part 2 - Results of Operations. This section provides an analysis of our

results of operations for the third quarter of fiscal 2021 in comparison to

the third quarter of fiscal 2020, and for the nine months ended January 31,

2021 in comparison to the nine months ended January 31, 2020.

• Part 3 - Financial Liquidity and Capital Resources. This section provides an

analysis of our cash flows and outstanding debt and commitments. Included in

this analysis is a discussion of the amount of financial capacity available to

fund our ongoing operations and future commitments.




We prepare and report our Interim Financial Statements in accordance with U.S.
GAAP. Our Interim Financial Statements, and the financial information contained
herein, are reported in US dollars, except share and per share amounts or as
otherwise stated.



As used in this Form 10-Q statement, the terms "we", "us" and "our" mean RCMW
Group, Inc. (formerly "Hemp Technology Inc.") ("RCMW") and its subsidiaries,
Hemp Technology Inc., Hemp Biotech Inc., 4033000, 4033001 and 4033002 unless
otherwise specified. In this Form 10-Q statement, the terms "dollar", "US$" or
"$" refer to United States dollars and the term CDN$ refers to Canadian dollars.





Forward-Looking Statements



This Form 10-Q statement contains forward-looking statements. Forward-looking
statements are projections in respect of future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology such as "may", "should", "intend", "expect", "plan", "anticipate",
"believe", "estimate", "predict", "potential", or "continue" or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, including the risks in the
section entitled "Risk Factors", uncertainties and other factors, which may
cause our company's or our industry's actual results, levels of activity or
performance to be materially different from any future results, levels of
activity or performance 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 or performance. Except as required by applicable law,
including the securities laws of the United States and Canada, we do not intend
to update any of the forward-looking statements to conform these statements to
actual results.


Forward-looking statements are provided for the purposes of assisting the reader
in understanding our financial performance, financial position and cash flows as
of and for periods ended on certain dates and to present information about
management's current expectations and plans relating to the future, and the
reader is cautioned that the forward-looking statements may not be appropriate
for any other purpose. While we believe that the assumptions and expectations
reflected in the forward-looking statements are reasonable based on information
currently available to management, there is no assurance that such assumptions
and expectations will prove to have been correct. Forward-looking statements are
made as of the date they are made and are based on the beliefs, estimates,
expectations and opinions of management on that date. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new
information, estimates or opinions, future events or results or otherwise or to
explain any material difference between subsequent actual events and such
forward-looking statements, except as required by law. The forward-looking
statements contained in this Quarterly Report and other reports we file with, or
furnish to, the SEC and other regulatory agencies and made by our directors,
officers, other employees and other persons authorized to speak on our behalf
are expressly qualified in their entirety by these cautionary statements.



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Part 1 - Business Overview



Corporate History



Our Company was originally incorporated in July 2005 in Nevada under the name
"Loma Verde Inc." Our Company was initially formed for the purpose of acquiring
and developing mineral properties and was therefore considered to be in the
pre-exploration stage. Mineral claims with unknown reserves were acquired, but
we did not establish the existence of commercially mineable ore deposits and we
decided to abandon our mineral claims and to pursue other business
opportunities, one of which was the alternative energy business.

In March 2007, we engaged in a merger with our wholly owned subsidiary, "Clean Power Concepts Inc.", for the purpose of changing our name.





In April 2010, we changed our business focus to the operation of the business
conducted by our subsidiary "General Bio Energy Inc.", which was focused on the
environmentally friendly green energy industry. General Bio Energy Inc. was
incorporated in the Province of Saskatchewan in February 2006 under the name
"Canadian Green Fuels Inc." and changed its name to "General Bio Energy Inc." in
September 2008. General Bio Energy Inc. commenced its pre-production stage in
May 2006 and began selling products in July 2008. From 2008 to 2011, we were
engaged in the development of a bioenergy business focused on agricultural
processing and the environmentally friendly green energy industry. We produced a
range of products manufactured by crushing oilseeds and refining the
by-products. Our subsidiary, General Bio Energy Inc., operated a fully
integrated commercial oilseed crushing, bio-diesel refinery, which used its
proprietary processes to produce two main co-products, oil and meal, each of
which were further processed and then sold. The oil products produced from this
process could be divided into three subcategories: (i) vegetable oil for human
and animal consumption; (ii) biofuel and biofuel additives; and (iii)
environmental lubricants and conditioners, penetrating sprays, dust
suppressants, cutting oils and other "ECO-lubricants". We also added a new group
of oil products to our product mix: natural consumer health products. The meal
and protein related products were used for agricultural and aquaculture
feedstock. We considered our facility to be a "green" manufacturing facility
because it had minimal effluents, using methods which are emissions friendly.
Our production facility and head office were located in Regina, Saskatchewan.

From 2012 to 2018, we focused on clearing our debts from prior biofuels operations by issuing shares in exchange for the settlement of these liabilities, and on seeking a different venture for our shareholders. In 2013, our company redomiciled its corporate jurisdiction to the State of Wyoming.





Our Current Business



On January 18, 2020, we changed our name to Hemp Technology Inc. and announced a
new business plan in the emerging hemp related products business. We hired new
management to carry out these plans and raised $0.3 million seed capital between
March and September 2020 to commence the process. On December 28, 2020, we
changed our corporate name from Hemp Technology Inc. to RCWM Group, Inc.



 17








The Company operates and intends to further obtain a diversified portfolio of
subsidiary companies. Focusing on a variety of assets, products, and ancillary
offerings in the hemp and related industries, the Company's fluid business model
is positioned to capitalize on, and adapt to, changing market conditions.
Management of the Company continues to seek opportunities and strategic
acquisitions that support its business model. RCMW Group, Inc. (formerly "Hemp
Technology Inc."), operates and intends to further augment their diversified
portfolio of subsidiary companies. Focusing on a variety of assets, products,
and ancillary offerings in the hemp and related industries, RCMW's fluid
business model is positioned to capitalize on, and quickly adapt to, changing
market conditions. The Company is continually seeking opportunities and
strategic acquisitions that support its business model and maintain alignment
with the dynamic industry environment. The Company consists of subsidiaries
which hold two hemp processing licenses in the state of Kentucky, Cannary
Distribution in the Los Angeles metropolitan area, Verified Vapes, hardware
manufacturer, Pettanicals, a high-quality nutritional pet supplement performance
products brand and True Leaf Pet, a high-quality hemp seed-based pet supplement
brand. The Company currently has operations in the U.S. and Canada.



On May 2, 2020, RCMW (then Hemp Technology Inc.), a Wyoming corporation and its
wholly owned subsidiary 4033002, a newly formed Wyoming Corporation entered into
an Asset/Share Exchange Agreement and corresponding Bulk Asset Sale Agreement
with Cannary Packaging, Inc., ("Cannary"), a private British Columbia company.
Under the terms of the Asset/Share Exchange Agreement, Cannary agreed to
exchange its non-operating assets to 4033002, the Registrant's subsidiary. The
non-operating assets were valued at approximately $2,230,000 and were exchanged
for 4,962,654 of the Registrant's unregistered restricted common shares (the
"Issued Shares") of newly issued common stock to existing shareholders of
Cannary based on their pro-rata ownership in Cannary.



On December 16, 2020, the Company issued 106,452 unregistered restricted common
shares to three shareholders.  The issuance of these shares goes back to the
Asset/Share Exchange Agreement, where the Company's subsidiary, 4033002
exchanged shares for non-operating assets owned by Cannary Packaging, Inc., a
private British Columbia company, with approximately 58 shareholders.  When the
share exchange took place in July 2020 a clerical error was made, and these
three shareholders failed to receive their pro-rata ownership in the exchange.
The issuance of these 106,452 unregistered restricted common shares corrected
this clerical error.



On February 4, 2021, the Company issued 6,223 unregistered, restricted common
shares to one shareholder.  The issuance of these shares goes back to the
Asset/Share Exchange Agreement, where the Company's subsidiary, 4033002
exchanged shares for non-operating assets owned by Cannary Packaging, Inc., a
private British Columbia company, with approximately 58 shareholders.  When the
share exchange took place in July 2020 a clerical error was made, and this
shareholder failed to receive their pro-rata ownership in the exchange.  The
issuance of these 6,223 unregistered, restricted common shares corrected this
clerical error.




 The purpose of acquiring these Non-Operating Assets is twofold: 1) 4033002
becomes the operating asset acquisition subsidiary for the Registrant; and 2)
the acquisition of these Non-Operating Assets helps qualify Registrant for

a
NASDAQ listing.



On May 20, 2020, RCMW (then Hemp Technology Inc.), a Wyoming corporation (the
"Registrant" or "the Company") and its wholly owned subsidiary 4033001, a newly
formed Wyoming Corporation entered into a Bulk Asset Sale Purchase Agreement
with Vanessa Miskuski and Chad Costa. Under the terms of the Bulk Asset Sales
Purchase Agreement Vanessa and Chad Costa agreed to sell to 4033001, the
Registrant's subsidiary, intangible assets valued at historical cost, in
exchanged for 1,000,000,000 unregistered restricted common shares of the
Registrant. The intangible assets were formerly owned by Pettanicals Pet Treats,
Inc., a private Canadian company, which has been dissolved in accordance with
section 314(1) of the British Columbia Business Corporations Act. Management
believes that by purchasing these intangibles, it may be able to revive the pet
vitamin business, which is now defunct. There is no assurance or guarantees that
management will be successful or able to revive this former business.

On September 11, 2020, RCMW (then Hemp Technology Inc.), a Wyoming corporation
and its wholly owned subsidiary 4033001, a newly formed Wyoming Corporation,
completed its acquisition of True Leaf Pet Inc.'s assets. The two companies
first entered into the bulk asset purchase agreement on August 11, 2020. The
bulk asset purchase agreement (the "Transaction") was subject to approval by the
Court of the Transaction within 30 days of the execution date. The Transaction
closed on September 11, 2020.

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Update on the COVID-19 Pandemic





On March 11, 2020, the World Health Organization ("WHO") recognized COVID-19 as
a global pandemic, prompting many national, regional, and local governments,
including in the markets that the Company operates in, to implement preventative
or protective measures, such as travel and business restrictions, temporary
store closures, and wide-sweeping quarantines and stay-at-home orders.



As a result, COVID-19 has significantly curtailed global economic activity,
including in the industries in which the Company operates. The full extent of
the pandemic, related business and travel restrictions, governmental regulations
and changes to consumer behavior intended to reduce its spread are uncertain as
of the date of this Quarterly Report on Form 10-Q, and the timing of the peak of
the pandemic and its ultimate impact on the U.S. and global economies remains
uncertain.



Therefore, the full extent to which the COVID-19 pandemic may impact our results
of operations, liquidity or financial position is uncertain. In addition, the
COVID-19 pandemic has had and is likely to continue to have adverse effects on
our clients, suppliers and third-party business partners. Management continues
to monitor the impact that the COVID-19 pandemic is having on the Company and
the economies in which we operate. We anticipate that our liquidity may be
materially impacted by the COVID-19 pandemic and we expect that the effect of
the COVID-19 pandemic will not be fully reflected in our results of operations
and overall financial performance until future periods.



We will continue to actively monitor the development of the COVID-19 pandemic
and may take further actions that alter our business operations as may be
required by federal, state or local authorities or that we determine are in the
best interests of our employees, clients, partners, and stockholders.



 19

Part 2 - Results of Operations





Revenue




Comprised of approximately 65% of sales made to other distributors and the
remaining 35% to business to business ("B2B") customers. Revenue had been
consistent for the first two quarters with a monthly average of $ 894,821.
During this quarter, revenue decreased primarily due to a general, and expected,
decrease of orders over the holiday period. In addition, there was a return of
approximately $700,000 made during the current period that related to prior
period sales. A full refund was issued to the customer and the Company was able
to receive a full refund on the costs from the manufacturing facility due to
manufacturer's defects. The net impact to the current period for this return was
approximately $153,000. The sales to this customer are expected to begin to
return to the same levels as in the first half of the fiscal year during the
final quarter of this fiscal year.



A key indicator used by management is upcoming sales orders as, for a portion of
our business, there can be a significant gap between order placement and
fulfilment. As of January 31, 2021, the Company had approximately $260,000 open
sales orders. At the date of this report, the Company had recognized revenue for
approximately $235,000, or 91%, of these orders.



Operating Expenses



We incurred operating expenses of $1,141,882 during the nine months ended
January 31, 2021. These expenses were primarily the result of engaging key staff
to develop our business plan and fulfilling public company reporting
obligations. Generally, the operation expenses were much lower due to the
reduction of startup costs and staff being laid off due to the pandemic as a
result of the Corona Virus (Covid-19).



Net Income from Operations

We incurred a net operating loss of $1,117,608, before other income and a provision for income taxes, during the nine-month period ended January 31, 2021 and a net loss of $292,449 in the comparable period in 2019.





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The following tables set forth, for the periods indicated, statements of operations data. The tables and the discussion above should be read in conjunction with the accompanying unaudited interim condensed consolidated financial statements and the notes thereto in this report.





Consolidated Results



Revenues
                                          Three months ended January 31,                               Percent
                                          2021                 2020                   Change           Change
Revenues                            $        282,987                         -     $     282,987          100%
Costs and expenses                         1,424,980                    81,220         1,343,760           94%
Net Income (Loss) from operations   $    (1,141,993)                  (81,220)     $ (1,060,773)           93%

                                          Nine months ended January 31,                                Percent
                                          2021                 2020                   Change           Change
Revenues                            $      3,638,568                         -     $   3,638,568          100%
Costs and expenses                         4,756,176                   292,449         4,463,727           94%
Net Income (Loss) from operations   $    (1,117,608)                 (292,449)     $   (825,159)           74%


Costs and expenses
                                          Three months ended January 31,                              Percent
                                            2021                 2020                  Change         Change
Cost of sales                       $        116,090                               $     116,090          100%
Inventory write-down                         688,973                         -           688,973          100%

Selling, general and administrative          616,834                    81,220           535,614           87%
Depreciation and amortization                  3,083                       

 0             3,083          100%
                                    $        619,917                    81,220     $     538,697           87%

                                          Nine months ended January 31,                               Percent
                                            2021                 2020                   Change        Change
Cost of sales                       $      2,925,321                         -     $   2,925,321          100%
Inventory write-down                         688,973                         -           688,973          100%

Selling, general and administrative        1,134,468                   292,449           842,019           74%
Depreciation and amortization                  7,414                       

 -             7,414          100%
                                    $      1,141,882                   292,449     $     849,433           74%





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