cnsx form 5 - quarterly listing statement

FORM 5

QUARTERLY LISTING STATEMENT

Name of CNSX Issuer: _CAN-AMERI AGRI CO. INC.___________ (the “Issuer”).

Trading Symbol: CGQ

SCHEDULE A: FINANCIAL STATEMENTS SCHEDULE B: SUPPLEMENTARY INFORMATION

See Schedule “A” SCHEDULE C: MANAGEMENT DISCUSSION AND ANALYSIS Certificate Of Compliance

The undersigned hereby certifies that:

1. The undersigned is a director and/or senior officer of the Issuer and has been duly authorized by a resolution of the board of directors of the Issuer to sign this Quarterly Listing Statement.

2. As of the date hereof there is no material information concerning the Issuer which has not been publicly disclosed.

3. The undersigned hereby certifies to CNSX that the Issuer is in compliance with the requirements of applicable securities legislation (as such term is defined in National Instrument 14-101) and all CNSX Requirements (as defined in CNSX Policy 1).

4. All of the information in this Form 5 Quarterly Listing Statement is true.

Dated April 1, 2015 .

Lucky Janda Name of Director or Senior Officer

“Lucky Janda” Signature

CEO Official Capacity

Issuer Details Name of Issuer

Can-Ameri Agri Co. Inc.

For Quarter Ended January 31, 2015

Date of Report YY/MM/D 15/04/01

Issuer Address #200 8338 120th Street City/Province/Postal Code Surrey, BC V3W 3N4

Issuer Fax No. (604) 5926882

Issuer Telephone No. (604) 5926881

Contact Name Laine Trudeau

Contact Position Administrator

Contact Telephone No. (694) 592 6881

Contact Email Address [email protected]

Web Site Address Under construction

Schedule “A”

Can – Ameri Agri Co. Inc.

Consolidated Condensed Interim Financial Statements

From Incorporation on October 17, 2014 to quarter ended January 31, 2015

(Unaudited - Expressed in Canadian Dollars)

NOTICE TO READERS In accordance with National Instrument 51-102 released by Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the accompanying condensed interim consolidated financial statements.

Can-Ameri Agri Co. Inc.Consolidated Condensed Interim Statements of Financial Position(Unaudited - Expressed in Canadian Dollars)

January 31, October 17,Note 2015 2014

$ $

Assets

Current Assets Cash 346,094 1 Prepaid 161,415 – Cash 507,509 1

Properties 5 3,402,774 – Total Assets 3,910,283 1

Liabilities and Shareholders' Equity

Current Liabilities Accrued liabilities 6,647 – Deposit 5 126,600 –

133,247 –

Minority interests 5 49,450 –

Shareholders' Equity Share capital 6 3,415,654 1 Reserves 6 309,863 – Retained earnings 2,069 – Total Equity 3,727,586 1

Total Liabilities and Shareholders' Equity 3,910,283 1

Nature of operations and going concern 1Subsequent event 5

"Rajen Janda" "Lucky Janda"Director Director

See accompanying notes to the consolidated financial statements

Can-Ameri Agri Co. Inc.Consolidated Condensed Interim Statements of Comprehensive Income(Unaudited - Expressed in Canadian Dollars)

Three months ended From October 17, 2014 to January 31, 2015 January 31, 2015

$ $ Rental income 10,231 10,231

ExpensesConsulting fees 1,505 1,505 Office facilities and administration 1,842 1,842Professional fees 4,815 4,815

8,162 8,162

Net income and comprehensive income for the period 2,069 2,069

0.00 0.00

3,738,805 1,869,403Weighted average number of common shares outstanding


Basic and diluted earnings per share

Can-Ameri Agri Co. Inc.Consolidated Condensed Interim Statements of Cash Flows(Unaudited - Expressed in Canadian Dollars)

From October 17, 2014 Cash provided by (used in) Note to January 31, 2015

$Operating activities Net income for the period 2,069 Changes in non-cash operating working capital Changes in prepaid (13,170) Changes in accured liabilities 6,647 Changes in deposit 10,330 Cash provided by (used in) operating activities 5,876 Investing activities Cash acquired through corporate restructuring 308,006Cash provided by investing activities 308,006

Effect of cash held in foreign currency 32,212

Increase(decrease) in cash 346,094 Cash, beginning of period - Cash, end of period 346,094

Supplemental cash flow information:Issuance of 11,216,315 shares on private placement 5 3,415,653 Cash paid during the period for income taxes – Cash received from interest income –


Can-Ameri Agri Co. Inc.Consolidated Condensed Interim Statements of Changes in Shareholders' Equity(Unaudited - Expressed in Canadian Dollars)

Reserves

Number Amount

Foreign translation

reserveShare holders'

equity Total equity$ $ $ $

October 17, 2014 on incorporation 1 1 – – 1 Share issuance - plan of arrangement 11,216,315 3,415,653 - - 3,415,653 Currency translation - - 309,863 - 309,863 Net income for the period - - - 2,069 2,069

Balance, January 31, 2015 11,216,316 3,415,654 309,863 2,069 3,727,586


Share capital

FORM 5 – QUARTERLY LISTING STATEMENT

November 14, 2008 Page 1

1. NATURE OF OPERATIONS AND GOING CONCERN

Can-Ameri Agri Co. Inc. (“Can-Ameri” or the “Company”) was incorporated on October 17, 2014 in British Columbia. The Company entered into an agreement with its former parent company, Maxtech Ventures Inc. (“Maxtech”) to proceed with a corporate restructuring whereby Maxtech would transfer certain assets and liabilities to the Company (Note 4). In consideration, the Company will issue 11,216,416 common shares to Maxtech which would be distributed to the shareholders of Maxtech on a pro-rata basis based on their relative shareholdings of Maxtech (Note 4). The transaction was completed on March 13, 2015. As a result the Company spun out from Maxtech and the common shares of the Company started to traded on the Canadian Securities Exchange (“CSE”) under the symbol CGQ commencing March 15, 2015. The head office, principal address and records office of the Company are located at 8338 - 120th Street, Surrey, BC V3W 3N4. These consolidated condensed interim financial statements for the period from October 17, 2014 to the period ended January 31, 2015 (“Interim 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 for the foreseeable future. As at January 31, 2015, the Company is not able to finance day to day activities through operations and to finance the development of properties on hands to meet its long term business objectives. The Company’s continuation as a going concern is dependent upon its ability to raise equity capital or borrowings sufficient to meet current and future obligations. These uncertainties cast significant doubt about the Company’s ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with cash and cash on hand and private placements of common shares, if required. 2. STATEMENT OF COMPLIANCE

The Company was incorporated on October 17, 2014; thus does not have comparative figures in the same interim periods of the last year to present. These Interim Financial Statements have been prepared in accordance with International Accounting Standards 34, “Interim Financial Reporting” (“IAS 34”), using accounting policies consistent with the International Financial Report Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee. Any subsequent changes to IFRS that are given effect to in the Company’s annual consolidated financial statements for the year ending July 31, 2015 could result in revisions to these Interim Financial Statements. These Interim Financial Statements were approved and authorized by the Board of Directors on March 31, 2015 3. SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation These Interim Financial Statements have been prepared on an accrual basis and is based on historical costs, except for financial instruments measured at their fair value, and are presented in Canadian dollars, unless otherwise noted.



3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Consolidation These Interim Financial Statements include the accounts of the Company and its wholly owned subsidiary, Can-Ameri Agri Co., a corporation incorporated in Nevada of USA. : All intercompany balances and transactions between the Company and the subsidiaries have been eliminated on consolidation. Financial instruments The Company classifies its financial instruments in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale and financial liabilities. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition. Fair value through profit or loss (“FVTPL”) - Financial assets are classified at fair value through profit or loss when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. They are subsequently measured at fair value with changes in fair value recognized in profit or loss. The Company does not have financial assets classified as fair value through profit or loss financial assets. Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are subsequently measured at amortized cost. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Company has designated its cash as loan and receivables financial assets. Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities and that the Company intends to hold to maturity. These assets are subsequently measured at amortized cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. The Company does not hold any held-to-maturity financial assets. Available-for-sale – These consist of non-derivative financial assets that are designated as available-for sale or are not suitable to be classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets to the extent they are expected to be realized within 12 months after the end of the reporting period. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses on monetary financial assets. The ompany does not hold any available-for-sale financial assets. Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortized cost. Regular purchases and sales of financial assets are recognized on the trade-date – the date on which the group commits to purchase the asset. The Company does not have any non-derivative financial liabilities. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant and



prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. 3. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Functional currency and foreign currency translation The functional currency of each entity is measured using the currency of the primary economic environment in which that entity operates. This Interim Financial Statements are presented in Canadian dollars which is the company’s presentation currency. The functional currency of the Company is US dollar. Foreign operations: The financial position of foreign operations whose functional currency is different from the Company’s presentation currency will be translated as follows: - assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; - Exchange differences arising on translation of foreign operations are recorded to the Company’s other comprehensive income. Properties Recognition and measurement Properties are comprised of real estate projects which are developed, to be developed, or are in development. The Company capitalizes the acquisition and development costs of its real estate projects. No amortization is taken before the real estate project is ready for use and leased. Depreciation No depreciation is taken on the properties as they were not in use as at January 31, 2015. Impairment of assets The carrying amount of the Company’s assets (which include the properties) is reviewed at each reporting date to determine whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the statement of income and comprehensive income. The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cashgenerating unit to which the asset belongs. An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years. Assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment. Income taxes Current income tax: Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.



3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Income taxes (continued) Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred income tax: Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. Significant estimates and assumptions The preparation of financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, the recoverability and measurement of deferred tax assets, decommissioning, restoration and similar liabilities and contingent liabilities. Significant judgments The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include: - the assessment of the Company’s ability to continue as a going concern and whether there are

events or conditions that may give rise to significant uncertainty; - the classification of financial instruments; and the determination of the functional currency of the parent company and its subsidiaries. Revenue Recognition Rental income is recognized on a straight-line basis over the lease term



3. SIGNIFICANT ACCOUNTING POLICIES (Continued) Accounting standards issued but not yet applied

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods beginning after October 17, 2014 or later periods.

The following new standards, amendments and interpretations that have not been early adopted in these

consolidated financial statements, is not expected to have a material effect on the Company’s future results and financial position: IFRS 9 Financial Instruments (new; to replace IAS 39 and IFRIC 9); and Amendments to IAS 32 Financial Instruments: Presentation. Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements. 4. CORPORATE RESTURCTURING The Company and Maxtech entered into a plan of arrangement in order to proceed with a corporate restructuring (the “Arrangement”) by the way of a statutory plan of arrangement. In accordance with the Arrangement, Maxtech has transferred certain assets and liabilities to the Company in return for 11,216,315 common shares of the Company which will be distributed to the shareholders of Maxtech on a pro-rata basis based on their relative shareholdings of Maxtech. Subsequent to the period ended January 31, 2015, this Arrangement was completed on March 13, 2015 after the Company received the approval from the BC Supreme Court, the Company’s shareholders and the approval from the CSE.

The assets and liabilities transferred to the Company are as follows: $ Assets acquired Cash 308,006 Prepaid expense 148,245 Properties (Note 5) 3,075,673 Drilling equipment - Marketable securities of a private company - Liabilities assumed Deposit (Note 5) (116,270) Net assets acquired 3,415,654

5. PROPERTIES As at January 31, 2015, the Company’s had the following properties that were transferred from Maxtech on January 1, 2015 :



January 1, 2015

$ $ $Bradshaw 1,397,319 124,145 1,521,464Camino 406,945 36,155 443,100Franklin 1,123,057 99,778 1,222,835California Land 148,352 67,023 215,375Total 3,075,673 327,101 3,402,774

Change in exchange rate

January 31, 2015

Bradshaw The Bradshaw property consists approximately of 19 acres of land in Sacramento, California, USA. The Company is currently leasing the property to various trucks for their parking on a month to month basis. Camino The Camino property is a single family home located in Tucson, Arizona. The purchase price of the property (US$350,000) was partially financed by a US$100,000 payment, which has been recorded as a deposit of $126,600 as at January 31, 2015, by the tenant (“Tenant”). The tenant has the option to buy the Camino Property from the Company for US$375,000 on or before August 1, 2015 and may apply the US$100,000 payment made toward the purchase price of the option is exercised. If the tenant does not exercise the option the Company has no obligation to refund the US$100,000 to the tenant.

The Camino property is currently leased to the Tenant at US$2,500/month on a month to month basis.

Franklin The Franklin property consists of approximately 65 acres of farm land and a house located in Elk Grove, California, USA. The Company intends to begin walnut planting on this property in 2015.

California Land The Company holds a 75% interest in three parcels of land of approximately 2.4 acres in Sacramento, California, USA. The Company is intends to construct residential properties on the land in the near future.

6. SHARE CAPITAL

Authorized Unlimited number of common shares without par value and unlimited number of preferred shares without par value. Common shares - Issued and outstanding As at the date of this report, the Company has 11,216,416 common shares issued and outstanding (Note 4)

7. FINANCIAL INSTRUMENTS The fair value of the Company’s financial assets and liabilities approximates the carrying amount as at January 31, 2015 for their short-term natures. The Company only have financial asset, cash, which is classified as loans and receivable. 8. SEGMENT DISCLOSURES The Company operated in a single reportable operating segment – the acquisition and development of real and farming properties located in



Schedule “B”

Please see Schedule “A”



Schedule “C”

Can-Ameri Agri Co. Inc.

8338-120th Street Surrey, BC V3W 3N4

Tel.: (604) 592-6881

Fax: (604) 592-6882

Management’s Discussion and Analysis From October 17, 2014, incorporation date to period ended January 31, 2015

DATE AND SUBJECT OF REPORT

Following is management's discussion (“MD&A”) in respect of the results of operations and financial position of Can-Ameri Agri Co. Inc.. (“the "Company") for the period from October 17, 2014, incorporation date, to the period ended January 31, 2015, and should be read in conjunction with the Company’s unaudited consolidated condensed interim financial statements for the same period. The financial statements and MD&A of the Company are presented in Canadian dollars and prepared in accordance with International Financial Reporting Standards (“IFRS’) which can be accessed through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. The MD&A has been prepared effective as of March 31, 2015.

FORWARD LOOKING INFORMATION

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words ‘believes,’ ‘expects,’ ‘anticipates,’ ‘estimates,’ ‘intends,’ ‘plans,’ ‘forecasts,’ or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, future mining properties exploration plans including risks associated with the costs of mineral exploration, whether a mineral deposit will be commercially viable, the fluctuating nature of metal prices, Canadian and foreign government regulations regarding mining, environmental hazards, environmental protection regulations, and also those identified in the Risks & Uncertainties section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business



decisions, all of which are difficult or impossible to predict accurately and while many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by securities law. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward looking statements.

OVERALL PERFORMANCE

Background The Company was incorporated on October 17, 2014 in British Columbia. The Company entered into an agreement with its former parent company, Maxtech Ventures Inc. (“Maxtech”) to proceed with a corporate restructuring whereby Maxtech would transfer certain assets and liabilities to the Company. In consideration, the Company will issue 11,216,416 common shares to Maxtech which would be distributed to the shareholders of Maxtech on a pro-rata basis based on their relative shareholdings of Maxtech. The transaction was completed on March 13, 2015. As a result the Company spun out from Maxtech and the common shares of the Company started to traded on the Canadian Securities Exchange (“CSE”) under the symbol CGQ commencing March 15, 2015. The assets and liabilities transferred to the Company are as follows:

$ Assets acquired Cash 308,006 Prepaid expense 148,245 Properties (Note 5) 3,075,673 Drilling equipment - Marketable securities of a private company - Liabilities assumed Deposit (Note 5) (116,270) Net assets acquired 3,415,654

Properties As at January 31, 2015, the Company’s had the following properties that were transferred from Maxtech on January 1, 2015 :



January 1, 2015

$ $ $Bradshaw 1,397,319 124,145 1,521,464Camino 406,945 36,155 443,100Franklin 1,123,057 99,778 1,222,835California Land 148,352 67,023 215,375Total 3,075,673 327,101 3,402,774

Change in exchange rate

January 31, 2015

Bradshaw The Bradshaw property consists approximately of 19 acres of land in Sacramento, California, USA. The Company is currently leasing the property to various trucks for their parking on a month to month basis. Camino The Camino property is a single family home located in Tucson, Arizona. The purchase price of the property (US$350,000) was partially financed by a US$100,000 payment, which has been recorded as a deposit of $126,600 as at January 31, 2015, by the tenant (“Tenant”). The tenant has the option to buy the Camino Property from the Company for US$375,000 on or before August 1, 2015 and may apply the US$100,000 payment made toward the purchase price of the option is exercised. If the tenant does not exercise the option the Company has no obligation to refund the US$100,000 to the tenant.

The Camino property is currently leased to the Tenant at US$2,500/month on a month to month basis.

Franklin The Franklin property consists of approximately 65 acres of farm land and a house located in Elk Grove, California, USA. The Company intends to begin walnut planting on this property in 2015.

California Land The Company holds a 75% interest in three parcels of land of approximately 2.4 acres in Sacramento, California, USA. The Company is intends to construct residential properties on the land in the near future. The Company is in the process of making plans to develop the above properties.

SUMMARY OF QUARTERLY RESULTS The Company was incorporated on October 17, 2014 and only have two interim period that can be presented:

Quarter ended

January 31, 2015 From October 17 to October

31, 2014 $ $

Revenue - Total Assets 3,910,283 1 Shareholders’ Equity 3,727,586 1 Earnings (loss) from continued operation 2,069 - Earnings (loss) per Share 0.00 (0.00) Weighted Average Shares Outstanding (000’s) 3,738,805 1



RESULTS OF OPERATIONS Three months ended January 31, 2015 (“2015 Q2”) The Company had a net income of $2,069 in 2015 Q2. The Company has just received various real estate and farming properties on January 1, 2015 and is currently making plans to develop these properties. Discussion of the Company’s operating results on a quarter to quarter basis is not meaningful to readers. LIQUIDITY AND CAPITAL RESOURCES On January 31, 2015, the Company had $346,094 in cash and a working capital of $374,262. The Company considers its cash, marketable securities, and common shares as capital. The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue new debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents. The Company’s capital is not subject to external restriction. The Company plans to raise additional capital through equity financing and debt financing to finance the Company’s development of real estate and farming properties in the future. However, there is no guarantee that the Company can successfully do so. TRANSACTIONS WITH RELATED PARTIES There was no related party transaction to report on, except the plan of arrangement with Maxtech that is discussed in the previous section.

PROPOSED TRANSACTIONS

None.

SHARE DATA

As at the date of this MD&A, the Company has 11,216,316 common shares outstanding

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION



Refer to the Note 3 of the Company’s unaudited consolidated condensed interim financial statements for the period ended January 31, 2015

FINANCIAL INSTRUMENTS

Refer to the Note 3 and Note 7 of the Company’s unaudited consolidated condensed interim financial statements for the period ended January 31, 2015 RISK AND UNCERTAINTIES

Risks of the Company’s business include the following:

Requirement of significant investment. The Company believes it has sufficient funds to support its newly acquired real estate project. However, real estate development is capital intensive and the Company might not have enough funds to finance its development in the future. Risk of new business The Company has little operating experience in the farming business and real estate development. The Company plans to manage this risk factor by using experienced contractors for its farming operation in the future and experienced professionals in developing its real estate properties that the Company may acquire in the future. Development and Construction Risk The Company’s real estate development are subject to risks generally attributable to construction projects which include: (i) design risk including delays involving zoning or other approvals from local authorities; (ii) construction cost overruns; and (iii) lease-up and rental achievement risk.

(i) Planning and design risk - Planning and design encompasses a review of local development requirements, the acquisition of suitable land, the selection of an appropriate building configuration with suitable amenities and appearance, zoning or other approvals from local authorities, identification of a skilled workforce, available contractors and selection of a project manager. Planning and design risk is mitigated by understanding local building codes, contracting the design to qualified professionals, obtaining development permits and meeting all other legal requirements. The process of obtaining approvals may take months or years, and there can be no assurance that the necessary approvals for any project will be obtained. Significant delays could render future developments uneconomical. (ii) Construction risk is the risk that development will not be completed by the expected turnover date or that the costs will exceed budgeted amount or health and safety concerns. The Company will minimize its exposure to construction risk by entering into fixed price contracts when possible, analyzing project costs compared to budget, management approval of change orders, utilizing qualified project managers and the use of a robust internal health and safety program. Management monitors the construction costs by analyzing variances between actual and budgeted costs. (iii) Lease-up and potential rent risk includes the risk that tenants will fail to occupy the completed project on a timely basis following completion and (or) pay the forecast rents.

Government Regulation



Real estate development are subject to various applicable federal and local laws governing real estate development, taxes, labour standards, and occupational health and safety, and environment protection matters. Management will monitor the Company’s activities closely to ensure they are implemented in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail the Company’s activities. Amendments to current laws and regulations could have substantial impacts on the Company. Permits and Licenses The real estate development may require the Company to obtain regulatory permits and licenses from various governmental licensing bodies. There can be no assurance that the Company will be able to obtain all necessary permits and licenses that may be required. Prices of Real Estate Properties The profitability of real estate development is significantly affected by changes in the market price of real estate properties may significantly fluctuate with the change of economic condition, interest rate, and rate of employment which are not predictable. Conflicts of Interest Certain of the directors of the Company also serve as directors and/or officers of other companies involved in real estate development or management. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with the Company and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest. FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

Venture issuers are not required to include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings (“NI 52-109”). In particular, the Company’s certifying officers are not making any representations relating to the establishment and maintenance of: i) controls and other procedures designed to provide reasonable assurance that information

required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation are recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with the Company’s generally accepted accounting principles.

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they make. Investors should be aware that inherent limitations on the ability of the Company’s certifying officers to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

cnsx form 5 - quarterly listing statement

Documents