The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated March 29, 2021, for the year ended December 31, 2020 and presumes that readers have access to, and will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, "Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated March 29, 2021, in the section entitled "Risk Factors" for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.





Company Overview

TrueNorth Quantum Inc. (formerly United Royale Holdings Corp.) (the "Company", "TrueNorth") was incorporated under the laws of the State of Nevada on June 23, 2015 to offer planting and cultivation services to land owners in regards to the planting and cultivation of Aquilaria Subintegra & Aquilaria Sinensis trees. On February 15, 2017, we changed our name from Bosy Holdings Corp. to United Royale Holdings Corp. to facilitate our re-branding efforts and develop and enhance our business.

The Company's products include a highly scalable, institutional-grade cloud platform called the Northern Shield that enables the rapid build and scale of decentralized applications across many industries. The Northern Shield is the convergence of Security, Blockchain, AI, and Big Data into a single platform we call Web 3.0. The Company has started to work with application development companies to adapt or build their application using the Northern Shield. The Northern Shield is offered as a Platform as a Service (PaaS) offering a complex and highly secured and managed system reducing the cost of industry scale application development for disruption in Healthcare, Fintech, AgTech, and Wellness. These industries are transforming to a decentralized architecture enabling the Northern Shield to disrupt the way business is done today. The Company has numerous engagements to build applications using the Northern Shield, allowing for highly secured and insured capability with a global scale running on the blockchain. In addition to offering the Northern Shield as a PaaS, we offer full application development to the business that has the disruptive idea but needs a strong technical partner to implement their decentralized vision. This contract software development service is offered on a fixed price basis based on the Statement of Work mutually agreed to in a services contract.

On September 30, 2018, the Company and Mr. CHEN Zheru, representing the sole shareholder of IV Enterprises Development Limited, a Seychelles corporation ("IVED"), entered into a Sale and Purchase Agreement, pursuant to which the Company acquired 100% (one hundred percent) of the shareholding of IVED. IVED provides tree nurseries, including planting, cultivation and inoculation services through its wholly-owned subsidiary, Oudh Tech Sdn Bhd, in Malaysia. The acquisition is completed on September 30, 2018.

On March 30, 2021, the Company and Mr. Li Gongming ("Mr. Li"), the director of the Company, signed an instrument of transfer, pursuant to which Mr. Li acquired 100% (one hundred percent) of the shareholding of IVED. The consideration was set at $1, same as the consideration that the Company acquired IVED in 2018.











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Our Board of Directors, Li Gongming, Teoh Kooi Sooi and Soh Khay Wee resigned from the board of directors on April 7, 2021. On the same day, Teoh Kooi Sooi resigned from the roles of Chief Executive Officer, Chief Financial Officer and Treasurer of the Company, David Edwin Evans resigned from the role of Chief Operation Officer of the Company, Liao Lin resigned from the role of Chief Sales Officer of the Company, Jaya C Rajamanickam resigned from the role of President of the Company while Feliana Binti Johny resigned from the role of Secretary of the Company.

On April 7, 2021, Mr. Gary Bartholomew was appointed as the Director, Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer of the Company.

On April 22, 2021, CyberNorth Ventures Inc. acquired an aggregate of 109,423,767 shares of Common Stock of the Company, representing approximately 77.6% of the issued and outstanding shares of Common Stock of the Company as of such date, from the previous majority shareholders of the Company. As a result of such acquisition CyberNorth Ventures Inc. is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. CyberNorth Ventures Inc. is wholly owned by our director, Gary Bartholomew.

On October 4, 2021, the Company amended its Articles of Incorporation to (i) change its name to TrueNorth Quantum Inc. and (ii) designate its Series A Preferred Stock.

On October 20, 2021, the board of directors of the Company appointed Witold (Wit) Ostrenko as a director of the Company, and appointed Brad Herr as the Company's Chief Financial Officer.

On October 29, 2021, the Company closed its acquisition of TrueNorth Quantum Inc. ("TNQ"), a corporation existing under the laws of the Province of Alberta, Canada pursuant to the Exchange Agreement, Support Agreement and Trust Agreement disclosed in the Company's Current Report filed October 13, 2021.

On November 8, 2021, the board of directors of the Company appointed William Douglas (Doug) Beynon and David Mironov as directors of the Company.





Results of Operation

For the three months ended September 30, 2021 and 2020





Revenues

We have not generated any revenue for the three months ended September 30, 2021 and 2020.

General and administrative expenses

We incurred a total of $47,395 and $17,044 general and administrative expenses during the three months ended September 30, 2021 and 2020 respectively. The general and administrative expenses are mainly comprised of Form 10-Q review fee, consulting fee, legal fee, transfer agent fee and Edgar filing fee. The increase of general and administrative expenses is due to an increase in professional fee.

Loss from discontinued operations

For the three months ended September 30, 2021 and 2020, loss from discontinued operations of $0 and $1,061 consisted of the results of operations of the disposed subsidiaries.











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Net loss

For three months ended September 30, 2021 and 2020, we had generated no revenues. We incurred a total net loss of $47,395 and $18,105 for the three months ended September 30, 2021 and 2020, respectively.

For the nine months ended September 30, 2021 and 2020





Revenues

We have not generated any revenue for the nine months ended September 30, 2021 and 2020.

General and administrative expenses

We incurred a total of $72,631 and $86,880 general and administrative expenses during the nine months ended September 30, 2021 and 2020 respectively. The general and administrative expenses are mainly comprised of Form 10-Q review fee, consulting fee, legal fee, transfer agent fee and Edgar filing fee. The decrease of general and administrative expenses is due to a decrease in salary payout offset by an increase in professional fees.

Loss from discontinued operations

For the nine months ended September 30, 2021 and 2020, loss from discontinued operations of $8,062 and $3,437 consisted of the results of operations of the disposed subsidiaries and loss form disposal of subsidiaries of $8,361 and $0, respectively.





Net loss

For nine months ended September 30, 2021 and 2020, we had generated no revenues. We incurred a total net loss of $41,659 and net loss of $72,211 for the nine months ended September 30, 2021 and 2020 respectively.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the nine months ended September 30, 2021 and 2020, the cash flows used in operating activities was $84,411 and $85,956 respectively. The cash used from operating activities for the nine months ended September 30, 2021 and 2020, was primarily attributed to net loss of $89,054 and $90,317, respectively.

Cash Used in Investing Activities

For the nine months ended September 30, 2021 and 2020, the Company used $0 and $4,548 for purchase of biological assets, respectively.

Cash Provided by Financing Activities

For the nine months ended September 30, 2021 and 2020, the cash flows provided by financial activities was $77,680 and $34,557 respectively, consists of advances from directors.











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Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2021.





Contractual Obligations



None.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.





Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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