G2 Energy Corp. — Management Reports 2020

Oct 28, 2020

G2 TECHNOLOGIES CORP. (FORMERLY GREEN 2 BLUE ENERGY CORP.) MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED JUNE 30, 2020

This discussion and analysis of financial position and results of operations is prepared as at October 28, 2020 and should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2020, of G2 Technologies Corp.(formerly Green 2 Blue Energy Corp.)(“GTOO” or the “Company”). The audited consolidated financial statements are presented in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). All references to dollar amounts are in Canadian dollars unless otherwise noted. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

CAUTIONARY STATEMENT ON FORWARD LOOKING INFORMATION

This MD&A contains statements which are, or may be deemed to be, "forward-looking information" which are prospective in nature. Often, but not always, forward-looking information can be identified by the use of forwardlooking words such as "plans", "expects" or "does not expect", "is expected", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such information in this MD&A includes, without limitation, statements regarding the Company's future plans and expectations relating to the Company's future operations and transactions.

Forward-looking information is not based on historical facts, but rather on then current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates, including assumptions relating to the Company will be able to continue its progress as currently planned and will not have to make additional changes to any proposed business plan, that the Company will have access to capital if required, that all necessary approvals and arrangements will be obtained, renewed and/or finalized in a satisfactory manner in order to continue developing the Company's projects, and that the Company's equipment will operate at expected levels. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the Company's actual results, revenues, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Important risks that could cause the Company's actual results, revenues, performance or achievements to differ materially from the Company's expectations include, among other things:

• (i) risks related to the ability of the Company to obtain contractors, if required,

• (ii) that the Company will be able to generate sufficient cash flow to continue as a going concern,

• (iii) risks related to prior production activity

• (iv) risks related to availability of capital on satisfactory terms,

• (v) changes in the market prices of goods produced by the Company, which, in the past, have fluctuated widely and which could affect the profitability of the Company's operations and financial condition;

• (vi) risks related to governmental regulations, including taxation statutes;

Risks related to the Company includes political, economic, and regulatory instability and other risks found in the risk section of this report. Other than in accordance with its legal or regulatory obligations, the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise.

DESCRIPTION OF BUSINESS

G2 Technologies Corp. (formerly Green 2 Blue Energy Corp.)(the "Company" or "GTOO") was incorporated on October 9, 2014 in British Columbia under the Business Corporations Act. The Company was previously engaged in the business of mineral exploration and the acquisition of mineral property assets in Ontario through its subsidiary, Brigadier. The Company has since terminated all of its mineral property interests.

On January 16, 2017, the Company entered into a Share Exchange Agreement with G2BE Canada Inc. ("G2BEC"), a private British Columbia company incorporated on May 30, 2014 for a reverse-takeover transaction whereby the Company would acquire all of the issued and outstanding common shares in the capital of GTOO (the "Transaction").

Up until the disposition of all the Company’s operating subsidiaries on March 31, 2020, the Company was in the business of manufacturing, marketing, and distributing softwood pellets and shavings for consumer and industrial customers and arranging transactions between buyers and sellers of alternative energy products.

As at March 31, 2020, the Company sold all of its operating subsidiaries (see Key Business Events below on page 2) and is currently looking for other ventures to build value for its shareholders. Currently the Company is a shell company with no operations.

On October 25, 2020, the Company changed its name from Green 2 Blue Energy Corp. to G2 Technologies Corp. and change its ticker symbol to “GTOO”.

The Company's registered office is located at Suite 1080, 789 West Pender Street, Vancouver BC.

KEY BUSINESS EVENTS – YEAR ENDED JUNE 30, 2020

• On July 25, 2019, the Company completed the closing of its first tranche of non-brokered private placement of units for gross proceeds of $425,738. Pursuant to the Private Placement, the Company issued 8,514,760 Units at a price of $0.05 per Unit. Each Unit consists of one common share in the capital of the Company (a "Share") and one-half (1/2) of one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share in the capital of the Company at a price of $0.10 for a period of 18 months from the date of issuance.

• On November 29, 2019, the Company transferred ownership of G2BE Zaklad 2 Sp. z. o.o. ("G2BZ2") to arm's length, a British Columbia private company due to its inability to provide for the repayment of its liabilities.

• On December 20, 2019, the Company failed not only to finalize the purchase of the property in Rzeczenica but also to pay its outstanding lease obligations. As a result, the property lease agreement expired. The Company was trying to negotiate the terms of a new lease agreement and terms of debt repayment under to old lease agreement, which did not materialise.

• On February 6, 2020, G2BEP, one of the Company's wholly owned subsidiaries, with its registered office in Rzeczenica, Poland, filed a voluntary bankruptcy petition with the relevant court in Poland, pursuant to article 20 clause 1 of the Bankruptcy Act (Poland). The voluntary bankruptcy petition was filed because G2BEP had limited financial resources and was unable settle current liabilities as they became due. No external administrators were appointed to oversee the voluntary bankruptcy and the Company maintained full control over G2BEP. G2BEP was negotiating with its creditors with respect to settling outstanding debts. The Company was also seeking to raise additional funds from external investors, either by way of share issuances or through debt in order to assist in the settlement debts of G2BEP. G2BEP had suspended production at its facility until such time as it had sufficient financial resources to continue operations, which did not occur prior to the disposal of operating subsidiaries on March 31, 2020.

• On August 25, 2019, G2BEEL entered into an agreement with a third party to obtain a loan of $200,000. The loan was guaranteed by the Company, collateralized by a charge on all the assets of G2BEPL, bore interest at 8% per annum and was due on February 15, 2020. As at January 27, 2020, G2BEEL has received $290,031 under this loan agreement. On February 19, 2020, the loan was in default and the amount of $290,031 plus accrued interest was due and payable.

• On February 19, 2020, the subsidiary of the Company, G2BE Europe Ltd. as the Borrower and the Company as a Guarantor received a letter from the Lender regarding the Short Term Secured Loan agreement ("Loan Agreement"). The letter stated that according to the terms of the Loan Agreement and because the British Columbia Securities Commission issued a Cease Trade Order against the Company, the amount of $290,031.08 CAD (the "Loan") plus accrued interest was immediately due and payable.

• On March 31, 2020, the Company and its wholly owned subsidiary G2BE Europe Ltd. (the "G2BEEL") entered into a Settlement Agreement (the "Settlement Agreement") to settle outstanding loan. As at the date of the Settlement Agreement the amount outstanding was CDN $301,594. The terms of the Settlement Agreement were as follows:

• The Parties agree that repayment of the outstanding loan may be made by, and the Loan shall be deemed to be repaid in full upon the Company transferring to the Lender, all of the issued and outstanding shares of G2BEEL, free and clear of all liens, charges and encumbrances, and delivering to the Lender, a share certificate for such shares registered in the name of the Lender, a copy of the resolutions of the directors of G2BEE approving the transfer of such shares; and

• The Company transferring to the Lender all of the issued and outstanding shares of G2BE Canada Inc., free and clear of all liens, charges and encumbrances, and delivering to the Lender a share certificate for such shares registered in the name of the Lender, a copy of the resolution of the directors of G2BE Canada Inc. approving the transfer of such shares to the Lender.

OVERALL PERFORMANCE

Results of Operations for the Year ended June 30, 2019 and 2018

The following table sets forth selected annual information of the Company for the last two fiscal years. This financial information has been prepared using IFRS:

information has been prepared using IFRS:
		Year	ended– June 30,
	2020		2019		2018
Revenue	$	569,983	$	1,432,204	$ 896,320
Cost of sales		(513,478)	(1,321,538)		(976,462)
Gross profit (loss)		56,505		110,666	(80,142)
Operating expenses
Consulting and management fees		(405,476)		(445,359)	(3,753,239)
General and administrative		(576,210)	(1,224,211)		(1,245,253)
Share-based compensation expense		-		(137,166)	(1,019,654)
Other operating expenses		(296,900)		(321,438)	(447,304)
Other income (expense)		480,966		113,834	(1,014,945)
Net loss for the year		(741,115)	(1,903,674)		(7,560,537)
Basic and diluted loss per share		(0.01)		(0.02)	(0.11)
Total current assets		65,996		653,097	1,328,258
Total assets		67,839		1,984,255	2,160,549
Total current liabilities		817,981		2,065,908	1,062,574
Total liabilities		1,174,757		2,369,017	1,035,112
Cash dividends		-		-	-

Revenue – revenue was $569k for the year ended June 30, 2020 compared to $1.4 million and $896k million in fiscal 2019 and 2018 respectively. The driver for the lower revenue in the current year was due to the disposition of operating subsidiaries on November 29, 2019 and March 31, 2020.

Cost of sales – cost of sales was $513k for the year ended June 30, 2020, compared to $1.3 million and $976k million in the fiscal 2019 and 2018 respectively. The driver for the lower cost of sales was due to lower sales and lower production due to the disposition of operating subsidiaries on November 29, 2019 and March 31, 2020. In addition, the Company dismissed some production staff for cost cutting initiatives.

Consulting and management fees – these fees were $405k for the year ended June 30, 2020 compared to $445k and $3.8 million in fiscal 2019 and 2018 respectively. When comparing the current year with fiscal 2019, the fees were lower due to cost cutting initiatives and timing differences. The fees in fiscal 2019 and 2018 mostly consist of senior

management salaries paid in the form of consulting fees and management fees. When comparing the current year with fiscal 2018, consulting expenses were exceptionally high in fiscal 2018, a fact that has led to an inquiry by the Exchange and a civil suit by a group of investors. All ties have been severed with those involved with these expenses.

General and administrative expenses – general and administrative expenses were $576k in the current year ended June 30, 2020 compared to $1.2 million in both fiscal 2019 and 2018. The key driver for the lower expenses were due to the disposition of operating subsidiaries on November 29, 2019 and March 31, 2020. The Company no longer had to pay overhead related the operations in Poland.

Share based compensation expense – share based compensation expense was $nil in the current year ended June 30, 2020 compared to $137k and $1.0 million in fiscal 2019 and 2018 respectively. All stock options have vested since fiscal 2019 and no new options were granted in the current year. This resulted a $nil share based compensation expense in the current year.

Other operating expenses – other operating expenses remain relatively consistent year over year. All differences were due to ad hoc expenses and timing differences.

Other income/expenses – other income was $480k in the current year ended June 30, 2020 compared to $113k and expense of $1.0 million in fiscal 2019 and 2018 respectively. The other income was mainly driven by the gain in disposition of operating subsidiaries that only happened in the current fiscal year. In fiscal 2019, there was a non-routine gain in receivables and gain in settlement of accounts payable. In fiscal 2018, there was a non-routine listing expenses of $988k due to a reverse takeover transaction.

Assets and liabilities – the total assets and liabilities were significantly lower in the current fiscal 2020 when compared to fiscal 2019 and 2018. This was mainly driven by the disposition of operating subsidiaries. The Company deconsolidated the assets and its liabilities from its operating subsidiaries in Poland.

Quarterly Information

Total Assets Working Capital (Deficiency) Revenue Gross Profit (Loss) Net Loss Earnings (Loss) Per Share Total Assets Working Capital (Deficiency) Revenue Gross Profit (loss) Net Loss Loss per Share	June 30, 2020 $ 67,839 (751,985) - 142,057 (373,015) (0.00) June 30, 2019 $ 1,984,255 (1,412,811) 140,117 (131,324) (642,858) (0.01)	March 31, 2020 $ 207,741 (421,194) - (82,796) 25,309 0.00 March 31, 2019 $ 2,074,944 (1,396,214) 594,245 46,422 (476,466) (0.01)	December 31, 2019 $ 1,823,662 (1,677,310) 200,294 42,569 (37,716) (0.00) December 31, 2018 $ 2,170,140 (1,245,459) 490,018 121,304 (395,623) (0.01)	September 30, 2019 $
				1,572,750 (1,515,176) 369,689 (45,780) (355,693) (0.01) September 30, 2018 $
				1,803,653 (376,880) 207,824 74,264 (388,727) (0.00)

Total assets – the trend for the last eight comparative quarters for assets has been declining in nature. In the past fiscal year June 30, 2019, the assets fluctuated depending on the timing of debt or equity financing. In the current fiscal year,

the downward trend was due to the use of cash and the assets significantly decreased as at March 31, 2020, when the Company disposed all of its operating subsidiaries in Poland. As at June 30, 2020, the Company further decreased its assets due to write off of GST receivables.

Working capital deficiency – working capital for fiscal 2019 was in an increasing trend as the Company began operating in Poland. The working capital deficiency was consistent at around $1.4 million to $1.6 million throughout the majority of fiscal 2019 and 2020. This changed on March 31, 2020 as the operating subsidiaries in Poland were disposed. This significantly improved the working capital deficiency as material amount of liabilities were deconsolidated as a result of the disposition.

Revenue and gross margin – revenue fluctuated on quarter to quarter basis over the fiscal year 2019 and 2020. On average, the Company does approximately $300-400k in sales on a quarterly basis. The differences from quarter to quarter were mainly driven by timing differences. The trend over the last two fiscal 2019 and 2020 has been a declining one due to challenging economic environment. The fluctuating cost and thin margin resulted the business decision to dispose the operating subsidiaries in Poland. As a result, there are no revenues in the final two quarters in fiscal 2020.

Net loss – net loss in a quarterly basis typically fluctuate in nature as revenue and costs are not consistent throughout the year. On an average basis, the average loss per quarter in fiscal 2019 was approximately $500k. This was relatively consistent through first quarter of 2020. Cost cutting initiatives began in the rest of fiscal 2020 to lower the overall burn rate corporate wide; this ultimately led to the decision of disposing the operating subsidiaries in Poland. As a result, the net loss for the March 31, 2020 quarter was lower due to a non-cash gain on the disposition of operating subsidiaries. Net loss in the final quarter of fiscal 2020 was higher as there is no further revenue to fund the general overhead costs of the Company.

Capital Resources

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital, and reserves.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its board of directors, will balance its overall capital structure through new equity issuances or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended June 30, 2020 and 2019.

Liquidity and Capital Resources

Liquidity and Capital Resources
			Year	ended June 30,
		2020		2019	2018
Cash used in operating	$	(619,636)	$	(912,047)	$ (5,853,945)
Cash used in investing		(10,745)		(597,471)	(584,080)
Cash flow from financing		613,309		735,822	7,164,621
Effect of foreign exchange on cash		14,401		13,387	1,657
Net change in cash		(2,671)		(760,309)	727,525
Cash–beginning of the period		6,174		766,483	38,958
Cash–end of the period		3,503		6,174	766,483

Operating Activities : Cash used in operating was $619k in the current year ended June 30, 2020 when compared with $912k and $5.9 million in fiscal 2019 and 2018 respectively. The lower cash used was mainly due to the disposition of operating subsidiaries in Poland on November 29, 2019 and March 31, 2020.

Investing Activities : Cash used in investing was $11k in the current year ended June 30, 2020 when compared with $597k and $584k in fiscal 2019 and 2018 respectively. The lower cash used was mainly due to lack of cash. In addition, no further investing was done in Poland as the operating subsidiaries were disposed on November 29, 2019 and March 31, 2020.

Financing Activities : Cash flow from financing was $613k in the current year ended June 30, 2020 when compared with $735k and $7.2 million in fiscal 2019 and 2018 respectively. In the past fiscal years, the Company was able to raise funds

through equity and debt. This did not happen in the current year. The challenging economic environment and capital markets environment made financing difficult for the Company to raise cash.

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2020, the Company had a negative cash flow from operations, had an accumulated deficit of $13,210,802 (June 30, 2019 $12,469,687). Furthermore, the Company incurred a net loss of $741,115 during the year ended June 30, 2020 (2019 - $1,903,674). Management believes that the proceeds from additional equity and debt financing activities that it is currently pursuing will provide the Company with sufficient working capital to satisfy its liabilities and commitments as they become due for the foreseeable future. There can be no assurances that sufficient equity or debt can be raised on a timely basis or on terms that are acceptable to the Company. These factors indicate the existence of a material uncertainty that casts significant doubt on the ability of the Company to continue as a going concern. The consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

R elated Party Transactions

During the year ended June 30, 2020 and 2019, the Company was engaged in the following related party transactions:

• a) As at June 30, 2020, the Company owed $482,375 (2019 - $200,462) to the President of the Company and a company (Blue Amber Enterprise Ltd.) controlled by the President of the Company. The amount owing is unsecured, non-interest bearing, due on demand and is included in Due to related parties.

• b) As at June 30, 2020, the Company owed $63,351 (2019 - $15,351) to a Director of the parent Company. The amount owing is unsecured, non-interest bearing, due on demand and is included in Due to related parties.

• c) As at June 30, 2020, the Company owed $Nil (2019 - $10,000) to the Chief financial Officer of the Company. The amount owing is unsecured, non-interest bearing, due on demand and is included in Due to related parties.

• d) As at June 30, 2020 the Company owed $Nil (2019 - $13,476) to directors Company’s subsidiaries. The amount owing is unsecured, non-interest bearing, due on demand and is included in Due to related parties

• e) During the year ended June 30, 2020, the Company recorded management fees of $307,124 (2019 - $260,592) to the President of the Company and a company (Blue Amber Enterprise Ltd.) controlled by the President of the Company.

• f) During the year ended June 30, 2020, the Company recorded management fees of $Nil (2019 - $10,000) to a company controlled by the Chief Financial Officer of the Company.

• g) During the year ended June 30, 2020, the Company recorded consulting fees of $48,000 (2019 - $48,000) to a Director of the Company.

• h) During the year ended June 30, 2020, the Company recorded management fees of $Nil (2019 - $75,600) to a company controlled by the Chief Financial Officer of the Company.

• i) During the year ended June 30, 2020, the Company recorded consulting fees and management fees of $Nil (2019 - $30,000) to a former Director of the Company.

Contractual Obligations and Commitments

The Company had no significant commitments or contractual obligations with any parties related to executive compensation, consulting arrangements, or other matters other than disclosed below and disclosed in Note 9 (lease) in the financial statements for the year ended June 30, 2020.

On April 1, 2020, the Company entered into a consulting agreement with ECMB Capital Partners Inc. (“ECMB”). Under the terms of the consulting agreement, ECMB will provide advisory services including identifying and negotiating development opportunities for the Company and support for ongoing advancement of the Company. The consulting agreement provides for a monthly retainer of $4,000 payable in cash or equity, calculated each three months with the first payment due on signing and a finder’s fee up to 10% of the value of a transaction brought to the Company.

Contingencies

Civil Claim against the Company

On July 22, 2019, the Company served with a notice of civil claim, filed on July 11, 2019 with the Supreme Court of British Columbia, by Plaintiffs under the Class Proceedings Act, RSBC 1996, c 50, naming Green 2 Blue Energy Corp.

as a defendant along with 86 additional defendants, in connection with allegations of the inappropriate use of the exemption from prospectus requirements contained in Section 2.12 of National Instrument 45-106 Prospectus Exemptions, and the disclosure records of the Company in respect of distributions of securities to consultants using such exemption. Honourable Madam Justice Adair has been assigned as the Judicial Management Judge in the above noted matter under the Class Proceedings Act. As of the date of this report, no legal decision has been made.

The Company also had a regulatory hearing submission before the B.C. Securities Commission (“BCSC”) in respect of the allegation of misuse of the exemption from prospectus requirements contained in section 2.12 of National Instrument 45-106 and connected agreements with consultants of the Company. As at June 30, 2020 and the date of this report, no decision has been received.

Off Balance Sheet Arrangements

As at June 30, 2020 and the date of this report, the Company does not have any, and during the periods presented we did not have any, off-balance sheet arrangements, other than the contractual obligations and commitments described above.

Proposed Transactions

The Company does not have any proposed transactions as at June 30, 2020 and the date of the report, other than as disclosed elsewhere in this document.

Outstanding Share Data

As at June 30, 2020 and the date of this report, the Company had no preferred shares issued and outstanding.

As at June 30, 2020 and the date of this report, the Company had 100,580,327 common shares issued and outstanding.

As at June 30, 2020 and the date of this report, the Company had 4,257,380 warrants exercisable and outstanding (exercise price of $0.10, with an expiry date of January 23, 2021).

As at June 30, 2020, the Company had 7,815,000 stock options outstanding. On October 7, 2020, the Company cancelled all the stock options outstanding. As at the date of this report, the Company has no stock options outstanding.

Risk and uncertainties

COVID-19

Subsequent to current period, there was a global outbreak of COVID-19 (coronavirus), which has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time, the extent of the impact the COVID-19 outbreak may have on the Company is unknown as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

These uncertainties have increased the risk of the Company's abilities to raise equity and debt in the capital markets.

The Company does not intend to pay dividends for the foreseeable future.

The Company has never declared or paid any cash dividends on the Company's common shares and does not intend to pay any cash dividends in the foreseeable future. The Company anticipates that it will retain all of its future earnings for use in the development of its business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of the Company's board of directors. In addition, from time to time the Company may enter into agreements that restrict its ability to pay dividends.

The price of the Company's common shares may be volatile.

The trading price of the Company's common shares has been and may continue to be subject to material fluctuations and may increase or decrease in response to a number of events and factors, including: - changes in the market price of hospitality management systems and number of market competitors offering same or similar products; - current events affecting the economic situation and exchange rates in Canada, the United States, and internationally; - changes in financial estimates and recommendations by securities analysts; - acquisitions and financings; - quarterly variations in operating results; - the operating and share price performance of other companies that investors may deem comparable; - the issuance of additional equity securities by the Company or the perception that such issuance may occur; and - purchases or sales of blocks of the Company's common shares. Part of this volatility may also be attributable to the current state of the stock market, in which wide price swings are common. This volatility may adversely affect the price of the Company's common shares regardless of the Company's operating performance and could cause the market price of the Company's common shares to decline.

The Company may issue additional equity securities which may reduce the Company's earnings per share.

The Company has in the past issued and may continue to issue equity securities to finance its activities, including in order to finance working capital requirements, capital expenditures and acquisitions. If the Company issues additional common shares, your percentage ownership of the Company will decrease, and you may experience dilution in the Company's earnings per share. Moreover, as the Company's intention to issue any additional equity securities becomes publicly known, the common share price may be materially and adversely affected.

Holders of the Company's common shares may experience dilution when outstanding options and warrants are exercised, or as a result of additional securities offerings.

There are a number of outstanding options and warrants pursuant to which additional common shares of the Company may be issued in the future. Exercise of such options and warrants may result in dilution to the Company shareholders. In addition, if the Company raises additional funds through the sale of equity securities, shareholders may have their investment further diluted.

The Company is currently a shell company seeking opportunities for its shareholders

As of March 31, 2020, the Company had disposed of its operating subsidiaries. The Company is seeking new opportunities for its shareholders. There is no guarantee the Company will identify or close any opportunity that is identified. As the Company has no operating subsidiaries it has no means of generating income and accordingly will need to raise additional capital.