The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended August 31, 2021 and August 31, 2020 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Cash Requirements

Over the next 12 months we intend to operate as a business development company. We anticipate that we will incur the following operating expenses during this period:

Estimated Funding Required During the Next 12 Months Expense

                                         Amount
General, Administrative and Corporate Expenses $100,000
Operating Expenses                             $100,000
Total                                          $200,000




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At present, our cash requirements for the next 12 months outweigh the funds available. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has no opportunity to realize any revenues at this time. Our financial condition raises substantial doubt about our company's ability to continue as a going concern.

The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mining activities.

Off-Balance Sheet Arrangements or capital resources that is material to stockholders.

There were none at November 30, 2022.

RESULTS OF OPERATIONS - THREE MONTHS ENDED NOVEMBER 30, 2021 AND 2020

The following summary of our results of operations should be read in conjunction with our financial statements for the three months ended November 30, 2021 and 2020 which are included herein.



Our operating results for the three months ended November 30, 2021 and 2020 are
summarized as follows:

                                    Three Months     Three Months
                                       Ended            Ended
                                    November 30,     November 30,
                                        2021             2020

Revenue                           $       (2,822 ) $       (2,003 )
Operating expenses                        15,926           12,633
Other expense                                443           18,330

Net (loss) income from operations $ (13,547 ) $ (28,960 )

REVENUES

We generated revenue of $2,822 for the three months ended November 30, 2021 and $2,003 during the three months ended November 30, 2020. On April 1, 2020, the Company acquired the solar power system through the acquisition of Edison Power which began generating power in April, 2020.

On April 1, 2019, the Company acquired the solar power system through the acquisition of Edison Power. On June 15, 2019, the Company issued a promissory note to Delaware Sustainable Energy Utility "DSEU") in the amount of $981,500 (the "Loan"). The funds were advanced to the Company for the construction of a solar power electricity generating system. The loan is secured by a promissory note, a first priority security interest on the solar power system, an assignment of a Power Purchase Agreement and the corporate guarantee of Edison Power Company. In September, 2020, SEU called for full payment of the loan due to a default of the Company to make payments on the Loan. The Company does not expect to make any further payments and as such SEU will be exercising its right to take ownership of the pledged assets. As at the date of filing, the negotiation between the Company and SEU is in progress. The Company has reclassified the loan as a current liability.

As the Company has forfeited control of the System, it will not realize any future revenues. All revenue generated by the System is paid directly to DSEU and the proceeds are applied to outstanding interest debt.

EXPENSES

General and administrative expenses were $8,465 during the three months ended November 30, 2021 as compared to $1,684 for the three months ended November 30, 2020.

Legal and audit expenses were $7,461 during the three months ended November 30, 2021 as compared to $609 for the three months ended November 30, 2020.

LIQUIDITY AND FINANCIAL CONDITION



WORKING CAPITAL

                            November 30,     August 31,
                                2021            2021

Current assets            $      181,640   $    514,445
Current liabilities            1,275,189      1,594,448
Working capital (deficit) $   (1,093,549 ) $ (1,080,003 )




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OPERATING ACTIVITIES

Cash provided by operating activities was $9,378 for the three months ended November 30, 2021 and cash used in operating activities was $2,149 for the three months ended November 30, 2020.

FINANCING ACTIVITIES

Cash used in financing activities was $343,000 for the three months ended November 30, 2021 and $nil for the three months ended November 30, 2020.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America for financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, 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 financials.

Accounting estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flows, our company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Fair value of financial instruments

The Company measures the fair value of financial assets and liabilities based on GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Income taxes

The Company follows the asset and liability method of accounting for income taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carry-forward to be used in future years. The Company has established a valuation allowance for the full tax benefit of the operating loss carry-forwards due to the uncertainty regarding realization.

Net loss per common share

Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

Stock-based compensation

The Company applies the fair value method for accounting for stock option awards, whereby the Company recognizes a compensation expense for all stock options awarded to employees, officers and consultants based on the fair value of the options on the date of grant, which is determined using the Black-Scholes Option Pricing Model. The options are expensed over the vesting period of the options on a graded vesting basis.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration for other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.


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Concentration of credit risk

Our company places our cash and cash equivalents with high credit quality financial institutions.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the Financial Accounting Standards Board or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

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