EX-99.93 94 ea126471ex99-93_nextech.htm INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED AUGUST 31, 2019

Exhibit 99.93

 

 

 

 

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

 

 

FOR THE THREE MONTHS ENDED AUGUST 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

NEXTECH AR SOLUTIONS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE THREE MONTHS ENDED AUGUST 31, 2019

 

GENERAL

 

This discussion and analysis (“MD&A”) of financial position and results of operations is prepared as at October 28, 2019 and should be read in conjunction with condensed consolidated financial statements of NexTech AR Solutions Corp. (the “Company” or “NexTech”) for the three months ended August 31, 2019 and the related notes thereto.

 

Those financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the international Financial Reporting Interpretations Committee (“IFRIC”). Except where otherwise noted, all dollar figures included herein are quoted in Canadian dollars. These documents and other information relevant to the Company’s activities are available for viewing on SEDAR at www.sedar.com.

 

DESCRIPTION OF BUSINESS

 

The Company was incorporated on January 12, 2018. NexTech has acquired an exclusive license to a portfolio of patents #7,054,831, #7,266,509 and patent pending applications #15351508, #62457136, #62559487, related to interactive gaming, interactive advertising, and augmented reality (“AR”) technology. It has also acquired a portfolio of 400 published applications both in Apple’s app store as well as Google Play store which have been consistently generating revenue since 2016 (“App Portfolio”). The App Portfolio was acquired in March 2018 and has a history of earning advertising revenue dating back to 2016. The Company is using its portfolio of patents under exclusive license to develop a new 3D fully immersive advertising platform targeting the cannabis industry first, but the technology can be adapted to any product in any industry. NexTech has a two-pronged strategy for growth including growth through acquisitions as well as by bringing a next-generation web-enabled augmented reality (AR) platform with Artificial Intelligence (AI) and analytics to the Cannabis industry, eCommerce, education, training, healthcare and video conferencing. Having integrated with Shopify, Magento and WordPress, its technology offers eCommerce sites a universal 3D shopping solution. With just a few lines of embed code. NexTech’s ARitize™ eCommerce solution is a monthly service as a subscription (“SaaS”) platform that enables retailers to transform 2D images into true 3D AR experiences. The Company expects that it will be able to leverage its existing relationships with Apple and Google to generate additional advertising revenues using its newly acquired patented technology focusing on augmented reality advertising technology. In the quarter ended February 28, 2019, NexTech acquired a web-based learning platform which is a strategic addition to its AR assets. NexTech acquired AR Ecommerce, LLC, on January 7, 2019, an online ecommerce vacuum cleaner business which has consistently generated earnings and cashflows for several years. On April 10, 2019, the Company acquired Infinite Pet Life, a web-based business which sells supplements for pets. Management made these acquisitions to acquire hard goods businesses which will generate cash flow and accordingly reduce the Company’s overall cash requirements as it builds out its AR platform plus to be able to use as a showcase for its augmented reality technology.

 

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FORWARD LOOKING INFORMATION

 

This MD&A may contain “forward-looking statements” that reflect the Company’s current expectations and projections about its future results. When used in this MD&A, words such as “estimate”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company’s future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause NexTech’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and factors may include, but are not limited to: unavailability of financing, failure to obtain advertising contracts by using its AR technology and business competition which could reduce or limit its market share in technology-based advertising.

 

The operating plan is also dependent on being able to raise new equity or debt financing as required to ensure there are sufficient capital resources to develop advertising platforms to attract clientele and that will generate advertising revenue to sustain cash flow for operations. Other factors which affect NexTech’s operating plan are gaining access to the tech-based advertising market and being able to demonstrate the effectiveness of its advertising platform and retaining quality staff who can produce advertising best suited to this medium. If any of these factors are affected negatively, there could be a significant impact on the Company’s operating plan and on any forward-looking statements contained herein.

 

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise except as required by securities law.

 

FIRST QUARTER HIGHLIGHTS

 

During the three months ended August 31, 2019, and up to the date of this report the Company:

 

Completed three private placements for gross proceeds of $1,765,779 and issued $985,500 of convertible debentures with an interest rate of 9% and convertible into common shares at $0.60 per share.

 

OPERATIONS REVIEW

 

Nextech is developing a proprietary Web AR platform where it can ARitize ™ or turn 2D objects into 3D objects at scale. Leveraging its ARitize™ abilities and Web AR platform Nextech is creating a new and disruptive advertising, training and learning environments by using augmented reality objects and live streaming 360-degree video. As part of its tech stack the company has launched its white label app called “Aritize” which uses its patented technology to create volumetric rooms to be filled with augmented reality objects, i.e. cannabis, food, automotive, apparel etc. In summary the company has licensed a broad array of patented technology and has developed new proprietary technology, taking a 2D object and ARitizing (turns into 3D) it then publishes it on its proprietary Native AR platform and for a monthly fee, consumers can learn, shop and purchase goods and services in a fully immersive 3D world.

 

OUTLOOK

 

In the next twelve months NexTech plans to launch an impressive stack of patented augmented reality and AI technologies that will generate significant revenue from a SaaS model, training and education. The company is moving rapidly in the development and deployment of its platform with its first application the ARitize™ app already on the market and its web enabled ecommerce platform also on the market. The company also plans to monetize advertisements utilizing augmented reality. This will secure it with the first mover advantage in the retail, cannabis, AR marketplace as well as other markets. The company is also actively building a growing pipeline of sales which include automotive, cannabis, traditional retail, sporting goods, education and training. Also, to stay in lock step with Apple and Google the company will be rolling out new upgrades to its technology stack every 60-90 days for the foreseeable future. Apple has just released a new ARkit2.0 allowing for shared AR experiences. In addition to persistent and shared experiences, ARKit 2.0 will bring improved face tracking, more realistic rendering, and 3D object detection. Shared experiences will enable multiplayer support for games and group collaboration for productivity apps. In addition, a spectator mode so that others can watch along from another iOS device. Nextech is now working to be able to offer the same to its customers and future customers both in app as well as on its web enabled AR platform.

 

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RESULTS OF OPERATIONS

 

Three Months Ended August 31, 2019

 

For the three months ended August 31, 2019, the Company had a net loss of $1,319,227 or $0.02 per share compared to a loss of $599,024 or $0.02 per share for the quarter ended August 31, 2018. The results for the quarters ended August 31, 2019 and 2018 are not particularly comparable due to the significant growth of the Company in the second half of fiscal 2019. For the quarter ended August 31, 2019, the Company had significant revenue and corresponding cost of goods sold from its newly acquired retail businesses for vacuum cleaners and pet health supplements, whereas in 2018 the only revenue and cost of goods sold was from the MindCure Apps portfolio.

 

Administrative fees and office costs include fees for the Vancouver accounting function, including the CFO, Corporate Secretary, office rents, insurance and office supplies. In 2019, these costs increased significantly due to the addition of the new business units plus a much higher activity level in the NexTech parent company compared to the prior year when the Company was a newly formed private entity. In 2019 NexTech incurred advertising and marketing fees for its retail businesses whereas there were no such costs in 2018. Amortization and depreciation charges were higher in 2019 mainly due to the amortization of intangible assets which were acquired, when NexTech purchased its two, ecommerce businesses.

 

Consulting fees and employee costs were also significantly higher in 2019 due to the increase in AR technology staff as NexTech accelerated its build out of its technology platform. Investor relations costs were higher in 2019 because the Company was publicly listed, while in 2018 it was a private company and did not need to incur such costs. Management fees increased in 2019 due to rate increases for key management personnel after the Company became listed on the Canadian Securities Exchange (“CSE”). Payroll and benefits costs are the labor costs for the newly acquired retail businesses and there were no comparable costs in 2018.

 

Professional fees consist of legal and auditing costs with the most significant portion being legal expenses. These fees were higher in 2018 due to higher legal costs as the Company was in the process of getting listed on the CSE. There were share-based payments in 2019 because there were 730,000 options granted during the quarter plus accruals for the vesting of previously granted options, whereas in 2018 there were no stock options granted or outstanding.

 

LIQUIDITY AND CAPITAL RESOURCES

 

NexTech had cash of $1,404,449 and working capital of $1,704,773, at August 31, 2019, compared to cash of $329,678 and a working capital deficit of $10,033 at May 31, 2019. Working capital increased by $1,714,806 due to the Company raising net proceeds of $1,740,377 in private placements and $985,500 through the issuance of convertible debentures to increase its working capital. The Company expects that its retail businesses will generate cash flow in fiscal 2020 and reduce the amount of working capital required to sustain operations and that there will be a significant increase in the amount of revenue generated from its AR technology, which should also reduce cash consumption. NexTech had remaining purchase instalment payments for the acquisition of Infinite Pet Life of $279,704 at August 31, 2019, but subsequent to the quarter-end, renegotiated the remaining payments so that they are spread over the next 10 months, which will delay the consumption of working capital. However, depending on: how much cash is generated from the ecommerce businesses; how aggressively the Company adds staff to build its sales channels and product lines; and how quickly advertising and service revenue is generated from its AR technology platform, NexTech will have to raise additional working capital to maintain operations for the next twelve months.

 

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OUTSTANDING SHARE DATA

 

As of the date of this MD&A, the Company had 56,309,250 common shares issued and outstanding. The Company also has 5,554,000 share purchase options outstanding with exercise prices ranging from $0.25 to $0.78 per option and expiry dates ranging from November 1, 2021 to August 19, 2022; and 3,117,353 share purchase warrants outstanding at an exercise price of $0.70 and expiry dates ranging from June 25, 2021 to August 21, 2021.

 

SUMMARY OF QUARTERLY RESULTS

 

   2019   2019   2019   2018 
Quarter Ended  Aug. 31   May 31   Feb. 28   Nov. 30 
Revenue  $1,513,196   $1,405,503   $531,185   $43,133 
Net loss for the period   1,319,227    2,025,416    1,328,326    714,783 
Net loss per share (basic and diluted)   (0.02)   (0.04)   (0.03)   (0.02)

 

   2018   2018 
Quarter Ended  Aug. 31   May 31 
Revenue  $22,544   $24,297 
Net loss for the period   599,024    397,415 
Net loss per share (basic and diluted)   (0.02)   (0.02)

 

The Company has been operating since its formation, on January 12, 2018, and has been growing rapidly since then. As a consequence, the quarterly results reflect a significant increase in operational activity over the quarters presented. For the quarter ended, August 31, 2019, there was continued revenue growth from the Company’s ecommerce business. For the quarter ended May 31, 2019, NexTech recorded revenue of $1,372,013 from its two ecommerce businesses. For the quarter ended February 28, 2019, $507,517 of the revenue was generated from the newly acquired AR Ecomm vacuum cleaner sales business. In prior quarters revenue was generated from the App portfolio and some minor augmented reality revenue. The quarter ended February 28, 2019 included a significant share-based payment of $370,549. There was a smaller share-based payment of $96,390 for the quarter ended November 30, 2018. When those share-based payments are excluded, the overall trend is for increasing operating costs as the Company added more consultants to build out its augmented reality platform, incurred listing costs, and increased its investor relations activity. For the quarter ended May 31, 2019, the Company generated significantly more revenue due to the vacuum cleaner business being included for the full quarter plus there was additional sales revenue generated from the pet supplement business that was not present in the prior quarter.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

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RELATED PARTY TRANSACTIONS

 

The Company entered into several transactions with key management personnel. The remuneration of key management personnel includes those persons having the authority and responsibility for the planning, directing and controlling of the activities of the Company. The payments below for monthly management compensation are made in the normal course of business and the amounts paid are negotiated in good faith by both parties and fall within normal market rates.

 

For the three months ended August 31, 2019  Fees   Share-based
payments
   Total 
Evan Gappelberg, CEO  $71,926   $2,305   $74,231 
Paul Duffy, President   43,875    4,140    48,015 
Reuben Tozman, COO   54,999    72,134    127,133 
Belinda Tyldesley, Corporate Secretary   7,372    2,305    9,677 
Seabord Services Corp., CFO (1)   38,000    7,682    45,682 
Officer of a subsidiary company   6,586    710    7,296 
   $222,758   $89,276   $312,034 

 

(1) Seabord Services Corp. provides the services of a CFO, accounts payable and office space for a monthly fee.

 

All balances due to related parties are included in accounts payable and accrued liabilities. The consulting contracts with senior management are ongoing monthly commitments which can be terminated by either party with sufficient notice. The following are the related party liabilities:

 

Related party liabilities  Aug. 31,
2019
   May 31,
2019
 
CEO - fees and expenses  $11,904   $62,502 
President – expenses   1,690    37,190 
Seabord Services Corp. – CFO and accounting services   54,600    44,100 
Corporate Secretary – Consulting fees   1,811    1,993 
Officer of a subsidiary company   3,314    - 
   $73,319   $145,785 

 

CRITICAL ACCOUNTING ESTIMATES AND JUDGMETS

 

The preparation of financial statements in conformance with IFRS requires management to make estimates, judgments and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

 

Critical Accounting Estimates

Critical accounting estimates are estimates and assumptions made by management that may result in a material adjustment to the carrying amount of assets and liabilities within the next financial year and include, but are not limited to, the following:

 

Carrying value and recoverability of equipment and intangible assets

The Company has determined that equipment and intangible assets that are capitalized may have future economic benefits and may be economically recoverable. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market condition and useful lives of assets.

 

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Recovery of deferred tax assets

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement. Any changes to the timing of the realization or settlement of these items could impact their value.

 

Share-based payments

Management is required to make a number of estimates when determining the fair value of the payments resulting from share-based transactions, including the forfeiture rate and expected life of the instruments.

 

Critical Accounting Judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements include, but are not limited to, the following:

 

Going concern

The Company may need to raise additional capital to continue as a going concern. Management believes that it can generate revenue from its technology assets and raise additional capital to fund its ongoing operations and accordingly these statements have been prepared on a going concern basis.

 

CHANGE OF ACCOUNTING POLICY

 

On June 1, 2019, the Company adopted IFRS 16 – Leases. This standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. IFRS 16 eliminates the classification of leases as either operating or finance leases, for a lessee. Instead, all leases are treated in a similar way to finance leases applied in IAS 7. IFRS 16 does not require a lessee to recognize assets and liabilities for short-term leases of twelve months or less and low value leases.

 

The Company applied IFRS 16 using the modified retrospective method. Under this method, financial information will not be restated and will continue to be reported under the accounting standards in effect for those periods. The Company will recognize lease liabilities related to its lease commitments for its office leases. The lease liabilities will be measured at the present value of the remaining lease payments, discounted using the Company’s estimated incremental borrowing rate as at June 1, 2019, the date of initial application, resulting

in no adjustment to the opening balance sheet. The associated right-of-use assets will be measured at the lease liabilities amount. The Company has implemented the following accounting policy as of June 1, 2019, under IFRS 16.

 

At inception of a contract, the Company assesses whether a contract is or contains a lease. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company determines whether the contract involves the use of an identified asset, whether the right to obtain substantially all of the economic benefits from use of the asset during the term of the arrangement exists, and if the Company has the right to direct the use of the asset. At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.

 

As lessee, the Company recognizes a right-of-use asset and a lease liability at the commencement date of a lease. The right-of-use asset is initially measured at cost, which is comprised of the initial amount of the lease liability adjusted for any lease payments before the commencement date, plus any decommissioning and restoration costs, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. In addition, the right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

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A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease or if that rate cannot be readily determined, the incremental borrowing rate. Lease payments included in the measurement of the lease liability are comprised of:

 

Fixed payments, including in-substance fixed payments, less any lease incentives receivable;
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee;
exercise prices of purchase options if the Company is reasonably certain to exercise the option; and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.

 

The lease liability is measured at amortized cost using the effective interest method. It is measured when there is a change in future lease payments arising from a change in an index or rate, or if there is a change in the estimate or assessment of the expected amount payable under a residual value guarantee, purchase, extension or termination option. Variable lease payments not included in the initial measurement of the lease liability are charged directly to profit or loss.

 

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The lease payments associated with these leases are charged directly to profit or loss on a straight-line basis over the lease term.

 

FINANCIAL RISK MANAGEMENT

 

NexTech’s strategy with respect to cash is to safeguard this asset by investing any excess cash in very low risk financial instruments such as term deposits or by holding funds in the highest yielding savings accounts with major Canadian banks. By using this strategy, the Company preserves its cash resources and can marginally increase these resources through the yields on these investments. The Company’s financial instruments are exposed to certain financial risks, which include currency risk, credit risk, liquidity risk and interest rate risk.

 

Currency Risk

 

The Company is exposed to the financial risk related to the fluctuation of foreign exchange rates. The Company operates in Canada and a portion of the Company’s expenses are incurred in U.S. dollars (“USD”). A significant change in the currency exchange rates between the Canadian dollar relative to the USD could have an effect on the Company’s results of operations, financial position or cash flows. The Company has not hedged its exposure to currency fluctuations. As at August 31, 2019, the Company is exposed to currency risk through cash, accounts receivable and accounts payable denominated in USD with a net liability amount of approximately US$660,000.

 

Interest Rate Risk

 

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. When the Company has sufficient cash, it is invested in term deposits which can be reinvested without penalty after thirty days should interest rates rise. The Company did not have any interest- bearing loans. Accordingly, the Company does not have significant interest rate risk.

 

Credit Risk

 

Credit risk is the risk that one party will cause a financial loss for another party by failing to discharge an obligation. The Company’s credit risk is primarily attributable to receivables and committed transactions. The Company has no significant concentration of credit risk arising from operations. Financial instruments included in receivables consist of miscellaneous receivables. Management believes that the credit risk concentration with respect to financial instruments included in receivables is reasonable, and the amounts are not significant.

 

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Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital resources as outlined in Note 12 of the consolidated financial statements. The Company’s objective is to ensure that there are sufficient committed financial resources to meet its current obligations and its future business requirements for a minimum of twelve months. Management believes that the Company may have to raise additional capital resources to sustain and grow its operations for the next twelve months.

 

FINANCIAL INSTRUMENTS

 

Fair Values

 

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities and notes payable. Financial instruments are initially recognized at fair value with subsequent measurement depending on classification as described below. Classification of financial instruments depends on the purpose for which the financial instruments were acquired or issued, their characteristics, and the Company’s designation of such instruments.

 

The Company’s financial instruments are classified as amortized at cost. The carrying values of cash, receivables, and accounts payable and accrued liabilities and convertible debentures approximate their fair value because of the short-term nature of these instruments.

 

RISKS AND UNCERTAINTIES

 

Financing and Share Price Fluctuation Risks

 

NexTech has limited financial resources and has moderate cash flow from its ecommerce businesses but has no assurance that additional funding will be available to it for further development of its technology-based assets. Further development of the Company’s projects will be dependent upon the Company’s ability to obtain financing through equity issues, debt financing or revenue from future advertising contracts and ecommerce businesses. Failure to obtain this financing or cash flow could result in delay or indefinite postponement of further development of its AR technology platform and its accompanying revenue which could reduce overall revenue and cash flow.

 

Securities markets often experience a high degree of price and volume volatility, and the market price of securities of many companies, particularly those considered to be development stage companies such as NexTech, have experienced wide fluctuations in share prices which have not necessarily been related to their operating performance, underlying asset values or prospects. As a result, there can be no assurance that the Company will be able to attract additional capital or whether share prices will be strong to enough to make private placements advisable.

 

Political and Currency Risks

 

The Company is operating in Canada and the United States (“USA”). The current relationship between the USA and Canada is going through a period of uncertainty regarding cross-border commerce, which could affect operations in the future. Changing political situations may affect the manner the Company operates. The Company’s equity financings are sourced in Canadian dollars but it incurs a significant portion of its expenditures in US dollars. There are no currency hedges in place. Therefore, a weakening of the Canadian dollar against the US dollar could have an adverse impact on the amount of project development conducted.

 

Insured and Uninsured Risks

 

NexTech is subject to risks and hazards, including operational accidents, changes in the regulatory environment and natural phenomena such as inclement weather, floods, and earthquakes. Such occurrences could result in damage to the Company’s property or facilities, equipment and personal injury.

 

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The Company has obtained insurance to protect against some risks. However, should liabilities arise from operational risks, they could reduce or eliminate future development of its projects and could result in increased costs that would have to be borne by the Company. Consequently, these potential liabilities could have a material adverse effect on the Company’s results and cause a decline in the value of its securities.

 

Conflicts of Interest

 

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other companies and to the extent that such other companies may participate in businesses in which the Company may participate, some directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. If such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

 

Key Personnel Risk

 

The Company’s success is dependent upon the performance of key personnel working in management and administrative capacities. The loss of the services of any senior management or key personnel could have a material and adverse effect on the Company, its business and results of operations.

 

Competition

 

The Company will compete with many companies and individuals that have substantially greater financial and technical resources than the Company for the acquisition and development of its projects as well as for the recruitment and retention of qualified consultants and employees.

 

 

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