ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Anvi Global Holdings, Inc., formerly Vetro Inc, (the
“Company”) was incorporated under the laws of the State of Nevada on August 15, 2012 and intended to sell crepes in Czech
Republic. That proposed business was abandoned when a change of control of the Company was effected May 6, 2014.
Anvi Global Holdings, Inc now intends to become a
diversified, global holdings company with interest in a suite of businesses in various key segments, including mining, infrastructure,
heavy earthworks, health services and aerospace engineering, positioned globally. The Company’s objective is to maximize shareholder
value through investing in and/or acquiring a portfolio of companies in emerging global markets like India, South America and Africa,
adding value to the operating enterprises. The Company plans to invest in or acquire businesses which offer strategic market position,
strong cash flows and robust future potential growth, which are complementary to each other. The Company intends to broaden and intensify
positions in carefully selected investment areas and is poised to have strong presence across these countries. As of the date of this
Quarterly Report, the Company has not invested in or acquired any assets or company.
Results of Operations
The three months ended November 30 , 2021 compared to the three months
ended November 30, 2020
Operating Expenses
General and administrative expenses were $60,690 for
the three months ended November 30, 2021 compared to $60,590 for the three months ended November 30, 2020, an increase of only $100. In
the current period, we incurred $36,000 of expense from our service agreement with Strategic-IT Group Inc. (Note 5), professional fees
of $15,675, OTC Market fees of $3,500 and other general expenses, including travel ($4,464), of $5,515. In the prior period, we incurred
$36,000 from our service agreements with Strategic-IT Group Inc., professional fees of $8,700, OTC Market fees of $3,000 and other general
expenses, including travel ($11,292), of $12,890.
Net Loss
Our net loss for the three months ended November 30,
2021 was $60,690 compared to $60,590 for the three months ended November 30, 2020.
The nine months ended November 30, 2021 compared to the nine months
ended November 30, 2020
Operating Expenses
General and administrative expenses were $169,788
for the nine months ended November 30, 2021 compared to $164,765 for the nine months ended November 30, 2020, an increase of $5,023. In
the current period, we incurred $108,000 of expense from our service agreement with Strategic-IT Group Inc. (Note 5), professional fees
of $32,525, OTC Market fees of $10,500 and other general expenses, including travel ($12,067), of $18,763. In the prior period, we incurred
$108,000 from our service agreements with Strategic-IT Group Inc., professional fees of $28,460, OTC Market fees of $9,900 and other general
expenses, including travel ($12,387), of $18,405.
Net Loss
Our net loss for the nine months ended November 30,
2021 was $169,788 compared to $164,765 for the nine months ended November 30, 2020.
Liquidity and Capital Resources
Cash Flows from Operating Activities
For the nine-month period ended November 30, 2021,
net cash flows used in operating activities was $64,816 compared to $63,390 provided by operating activities in the prior period.
Cash Flows from Financing Activities
For the nine-month period ended November 30, 2021
and 2020, our CEO advanced the Company $71,872 and $81,083, respectively.
Plan of Operation and
Funding
We are no longer a “shell,” as that term
is defined in Rule 12b-2 under the Securities and Exchange Act of 1934. However, we expect that working capital requirements, except for
our requirement to provide the financing for the MOA with TUI described in Note 1, will continue to be funded through a combination of
related party loans and issuances of securities for cash.
We have no lines of credit or other bank financing
arrangements capital and generate revenues to meet long-term operating requirements. If and when we commence any operations, additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or
at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We do not currently engage in enough business activities
that provide cash flow. During the next twelve months we anticipate incurring costs related to:
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(i)
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filing of Exchange Act reports, and
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(ii)
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costs relating to developing our business plan
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We believe we will be able to meet these costs through
amounts, as necessary, to be loaned to or invested in us by our controlling shareholder. Other than the Company’s attempt to raise
capital for the TUI transaction, the Company believes that, upon successful conclusion and satisfied legal compliance of respective regulatory
bodies, its planning of new business operations in the area of mining in the Brazil and African regions, the Company will be able to be
self-funding from its operations.
To enable wider reach to different markets, to increase
visibility and demonstrate good corporate governance and to enhance investment opportunities, AGH has initiated listing process at Dutch
Caribbean Securities Exchange (DCSX). In the process, on January 28, 2020, we received notice that the Dutch Securities Exchange
certified that Anvi Global Holding, Inc. was admitted as a technical listing on the exchange’s facility as per April 5, 2019. The
Company will be listed under the DCXS symbol ANVGH-US.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange
Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this quarterly report, November 30, 2021. This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and
other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information
required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive
Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the
period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.
Management’s Report on Internal Control over
Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).
Management has assessed the effectiveness of our internal control over financial reporting as of November 30, 2021, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As
a result of this assessment, management concluded that, as of November 30, 2021, our internal control over financial reporting was not
effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative
of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written
policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC
guidelines.
We plan to take steps to enhance and improve the design
of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able
to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during
our fiscal year ending February 28, 2022: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective
risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts
set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required.
If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over
financial reporting during the quarter ended November 30, 2021 that have materially affected or are reasonably likely to materially affect,
our internal control over financial reporting.