ORGANIC VERDE: MANAGEMENT DISCUSSION AND ANALYSIS OR OPERATING PLAN (Form 10-K)

This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. as amended (the “Trade Act”). These forward-looking statements are not historical facts but are rather based on current expectations, estimates and projections. We can use words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “foresee”, “estimate” and variations of these words and similar expressions. to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or expected. You should read this report in its entirety and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated taking into account any changes occurring after the date of this report. We will not update any forward-looking statements although our circumstances may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. .

RESULTS OF OPERATIONS



Working Capital



                             April 30, 2021       April 30, 2020
                                   $                    $
Current Assets                     2,207,033                1,631
Current Liabilities                  484,014            3,136,509
Working Capital (Deficit)          1,723,019          (3,134,878)




Cash Flows



                                                  April 30,
                                                    2021           April 30, 2020
                                                      $                  $
Cash Flows used in Operating Activities             (685,159)            (177,751)
Cash Flows used in Investing Activities           (2,501,982)                    -
Cash Flows from Financing Activities                5,273,407              155,630
Net increase (decrease) in Cash During Period       2,086,266             (22,121)




Operating Revenues

During the year ended April 30, 2021, the Company recorded revenues of $ 48,520
relating to royalties earned on oil and gas interests acquired during fiscal year 2021. There was no income during the fiscal year ended April 30, 2020.

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Operating expenses and net loss

During the year ended April 30, 2021, the Company recorded operating expenses of
$ 2,964,408 compared to $ 259,217 during the year ended April 30, 2020. The increase in operating expenses is attributable to an impairment charge on the Company’s acquisition of the oil and gas properties of $ 1,927,810because the Company acquired several oil and gas royalty rights during the year which were tested for impairment. Although the Company has recorded the impairment in accordance with ASC 932, the Company continues to focus on all oil and gas interests it required during the year and intends to acquire other oil and gas interests in the future. In addition, the Company suffered increases in consulting fees from $ 81,300, the general and administrative costs of $ 459,632, the management costs of $ 165,970, and the professional fees of $ 68,910 due to an overall increase in operational activity during the year.

Net loss for the year ended April 30, 2021 was $ 3,315,000 compared to
$ 1,575,407 during the year ended April 30, 2020. In addition to the increase in operating expenses, the Company recorded a $ 121,974 loss on the change in fair value of the derivative liability, $ 366,057 in debit interest, commitment fees of
$ 27,413, and a gain on debt settlement of $ 166,517 respecting conversions and settlements of convertible debentures outstanding during the year. During the year ended April 30, 2020, the Company has registered a $ 794,930
loss on the change in fair value of the derivative liability, $ 231,658 interest charges and debt unwinding charges, and $ 289,602 loss on debt settlement. The increase in net loss in the current year is mainly due to an increase in operating expenses and the impairment on oil and gas properties of $ 1,927,810.

For the year ended April 30, 2021, the Company recorded a loss per share of
$ 0.03 compared to a loss per share of $ 1.03 per share for the year ended
April 30, 2020.

Liquidity and capital resources

From April 30, 2021, the total balance of the Company’s assets was $ 3,217,998, compared to $ 1,631 like a April 30, 2020. The increase in total assets is explained by

cash increases of $ 2,086,266 due to the funding received from the issuance of ordinary shares during the year, $ 895,487 relating to the book value of oil and gas investments acquired during the financial year, $ 86,744 accounts receivable relating to royalties receivable from the Company’s oil and gas interest.
$ 115,478 rights of use relating to the Company’s operating lease at its head office.

From April 30, 2021, the Company had a total liability of $ 562,242 compared to the total liabilities of $ 3,136,509 like a April 30, 2020. The decrease in total liabilities is due to the settlement of convertible debentures outstanding during the year, which resulted in a decrease in the carrying value of convertible debentures by $ 563,522, a decrease in the liability derived from $ 1,597,049 due to lower indebtedness subject to variable conversion rates and a decrease in $ 368,060 on the Preferred Series B convertible liability due to conversions into common stock during the year. The amounts were offset by an increase in the operating lease liability of $ 125,811 for the operating lease of the Company’s head office. The remaining differences were due to normal temporary differences between the settlement of accounts payable and accrued liabilities and amounts due to related parties.

From April 30, 2021, the Company had working capital of $ 1,723,019 compared to a working capital deficit of $ 3,134,878 from April 30, 2020. The increase in working capital is attributable to the financing of additional cash proceeds from the issuance of common shares during the year as well as the conversion of outstanding convertible debentures and series preferred shares. B with the issuance of ordinary shares.

Cash flow from operating activities

During the year ended April 30, 2021, the Company used $ 685,159 cash flow for operating activities compared to $ 177,751 of cash for operating activities during the year ended April 30, 2020. The increase is due to an increase in operating activities during the year, including the acquisition of oil and gas interests, which resulted in an increase in general and administrative and general expenses, including consulting and management fees for the supply of oil and gas properties; and professional fees relating to the drafting and revision of legal documents relating to the acquisition of oil and gas interests.

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Cash flow from investing activities

During the year ended April 30, 2021, the Company has hired $ 2,501,982 for the acquisition of oil and gas interests compared to nil during the year ended
April 30, 2020 given that the Company had limited operating activity during fiscal year 2020.

Cash flow from financing activities

During the year ended April 30, 2021, the Company received $ 5,361,525 the issuance of ordinary shares as well as $ 595,000 income from shares issued after the end of the financial year, $ 177,000 the issue of new convertible bonds, $ 22,917 payables related to the Paycheck Protection Program (and was canceled by the U.S. Small Business Administration in April 2021) and
$ 43,250 parties related to support operations. The product was compensated by the reimbursement of $ 794,349 for convertible debentures, and $ 115,810 to related parties. During the year ended April 30, 2020, the Company received $ 155,630 of cash from financing activities from the issuance of convertible debentures, as its activities were limited compared to fiscal 2021.

Going Concern

We have not achieved profitable operations and are dependent on securing financing to pursue significant acquisitions and operations. During the year ended April 30, 2021, the Company incurred a net loss of $ 3,315,000 and used money from $ 685,159 for operating activities. Like a April 30, 2021, the Company had an accumulated deficit of $ 10,836,745. These factors raise significant doubt as to the Company’s ability to continue as a going concern. The audited financial statements included in this Form 10-K do not include any adjustments to the collectability and classification of the amounts of recorded assets and the classification of liabilities that may be required if the Company is unable to continue as a going concern.

Off-balance sheet provisions

The Company has no off-balance sheet arrangements.

Future Financings

We will continue to depend on sales of shares of our common stock in order to continue to fund our business activities. Additional share issues will result in dilution for existing shareholders. There can be no assurance that we will make additional sales of equity securities or arrange for debt or other financing to finance planned acquisitions and exploration activities.

Critical Accounting Policies

Our financial statements and the accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied consistently. The preparation of financial statements in accordance with
we Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as at the date of the financial statements, and the reported amounts of income and expenses as of the date of the financial statements. during reporting periods.

We regularly review the accounting policies and estimates we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, information from professional third parties and various other assumptions that are considered reasonable given the facts and circumstances. Actual results could differ from estimates made by management.

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Recently published accounting position papers

The Company has implemented all the new accounting positions in force. These positions did not have a material impact on the financial statements, unless otherwise indicated, and the Company does not believe that there are any other new accounting positions that could have a material impact on its financial position or its operations. operating results.

Contractual Obligations

We are a small reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and we are under no obligation to provide information under this section.

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