HILL INCORPORATED

(PREVIOUSLY HILL STREET BEVERAGE COMPANY INC.)

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three-and nine-month period ended March 31, 2023

Hill Incorporated (the “ Company ”, “ We ”, or “ Hill ”, formerly Hill Street Beverage Company Inc.) is a progressive bioscience implementation company that is dedicated to building pathways to better and healthier living by leveraging our deep CPG expertise to commercialize leading-edge technologies to craft superior cannabis solutions and non-alcoholic beverage products globally.

Effective on Tuesday, May 30, 2023, the Company’s name officially changed from Hill Street Beverage Company Inc. to Hill Incorporated. The name change serves to better reflect the Corporation’s evolution from an alcohol-free beverage company solely to a company holding a portfolio of bioscience-driven, technology-powered consumer solutions in the alcohol-free beverage and cannabis industries.

The legacy alcohol-free beverage business unit will now be called Hill Street Beverages and the Company’s cannabis initiatives, including our rights to use Lexaria Bioscience Corp.’s ground-breaking DehydraTECH patent portfolio for product development, licensing and B2B sales of cannabis ingredients, will reside within our Hill Avenue Cannabis business unit.

This Management Discussion and Analysis (“ MD&A ”) of the financial condition and results of operations of the Company and its subsidiaries, is for the three- and nine-month period ended March 31, 2023.

The MD&A is dated May 30, 2023, unless otherwise indicated, and should be read in conjunction with the consolidated condensed interim financial statements of the Company for the three- and nine-month period ended March 31, 2023 and the related notes. The Company’s significant accounting policies are set out in Note 2 of the audited consolidated financial statements for the year ended June 30, 2022.

This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. Results are reported in CAD dollars, unless otherwise noted. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented as at March 31, 2023, are not necessarily indicative of the results that may be expected for any future period. The financial statements are prepared in compliance with International Financial Reporting Standards.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

1

Further information about the Company and its operations can be obtained from the Company website at www.hillincorporated.com, or at the Company’s profile on www.sedar.com.

FORWARD-LOOKING STATEMENTS

Except for the historical information contained herein, the discussion in this MD&A contains certain forward-looking statements that involve risks and uncertainties, such as statements of Hill’s plans, objectives, strategies, expectations and intentions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “anticipate”, “seek”, “plan”, “believe” or “continue” or the negatives of these terms or variations of them or similar terminology. Although Hill believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, undue reliance should not be placed on these forwardlooking statements. These forward-looking statements are not guarantees and reflect Hill’s views as of May 30, 2023 with respect to future events. Future events are subject to certain risks, uncertainties, and assumptions, which may cause actual performance and financial results to differ materially from such forward-looking statements. Any forward-looking statements, including statements regarding expected volumes, operating efficiencies, or costs are based on, among other things, the following material factors and assumptions: sales volumes will increase over time; no material changes in basic consumer preferences; brewing, blending, and packaging efficiencies will improve over time; the cost of input materials for brewing and blending will increase over time; competitive activity from other manufacturers will continue; foreign currency exchange rates will change; there will likely be material changes to the regulatory environment in which Hill operates, particularly regarding cannabis-related products, and there will be no material supply, cost or quality control issues with vendors. Readers are urged to consider the foregoing factors and assumptions when reading the forward-looking statements and for more information regarding the risks, uncertainties and assumptions that could cause Hill’s actual financial results to differ from the forward-looking statements, to also refer to the remainder of the discussion in this MD&A, Hill’s various other public filings as and when released by Hill. The forward-looking statements included in this MD&A are made only as of May 30, 2023 and, except as required by applicable securities laws, Hill does not undertake to publicly update such forward-looking statements to reflect new information, future events or otherwise.

2

Q3 HIGHLIGHTS

• DehydraTECH Licensing Revenues Increases 5x vs. Year Ago and Hit Another Quarterly Record as New Licensees and New Launches Continue to Hit the Market

• We Continued to Execute on the Transformed Vin(Zero) Business Model

• Year-to-Date Consolidated Gross Profit Continues to Show Strong Growth at +44% vs. Year Ago, Building on the +37% Gross Profit Growth for Full-Year FY 2022

• Balance Sheet Transformation is Now Complete

DehydraTECH Licensing Revenues Tripled vs. Year Ago and Hit Another Quarterly Record as New Licensees and New Launches Continue to Hit the Market

Q3 set another quarterly revenue record, growing 442% vs. the same quarter year ago and 28% vs. Q2. We saw the continued advance of our DehydraTECH licensing business geographic footprint, as 1906 Drops expanded into New Jersey and we signed new licensee ArcataX to begin B2B operations in California, the largest cannabis sales market in the US.

During the nine-month period ended March 31, 2023, 1906 Drops expanded to Michigan, Pennsylvania, Ohio, Missouri and New Jersey bringing the footprint of the DehydraTECH-powered, #1 fast-acting cannabis edible in the United States to ten states. In addition, several of the newer DehydraTECH licensees that Hill have been working with to develop their commercial manufacturing operations have executed their initial product launches in market, including:

• Lume Cannabis Co. launched their first DehydraTECH-powered “Now” line of fast-acting THC gummies under their Lume brand in Michigan dispensaries.

• Neo Alternatives launched their “Root 66” brand of products including dissolvable Micro Mints, and soluble multi-use Honey Powder utilizing DehydraTECH, in Massachusetts dispensaries. The multi-serve Honey Powder format allows consumers to enjoy the fastacting benefits of DehydraTECH™ however they want – as an additive to foods or drinks or on its own as a tasty edible option.

• Folium Farms launched their “Aleafiate” brand of fast-acting gummies and Honey Powder utilizing DehydraTECH™ in Oregon

The continued growth of our DehydraTECH licensing business and revenues is a function of four key levers that compound to contribute to more DehydraTECH-powered consumer products being sold in more places:

• 1) new licensees - increasing our base of active licensees and brands gets new businesses and brands bringing DehydraTECH-powered products to market;

• 2) new states – new state launches expand the geographic coverage for active licensees or brands and provide a broader footprint of availability to reach more consumers with DehydraTECH-powered products;

• 3) new product form factors – innovations to expand the number of DehydraTECH-powered consumer product forms and types in market increase the options we provide to appeal to different consumers and consumption occasions; and

3

• 4) deeper penetration of products across operations – within the footprint and product portfolio, we focus on driving deeper penetration of the breadth of product forms and brands across both current and new states.

The below chart shows the strong advances we have made against each of these key growth factors since we acquired the exclusive global rights to the DehydraTECH technology at the end of 2020 until April 30, 2023. We now have eight active licensees operating across thirteen states from our starting point of only one active licensee operating in four states. Our extensive R&D and product development efforts have aggressively increased the number of unique product forms that are active in the market from three to ten. As we have begun to roll the broader portfolio of products across the geographic footprint, we’ve driven our “Product Penetration Depth” (product forms x brands offering each product form x states available) from seven to 26.

As we push forward on our growth agenda for this business, we anticipate continued growth across each of the key levers.

We Continued to Execute on the Transformed Vin(Zero) Business Model

As we have described in our recent communications, we have transformed our Vin(Zero) business model, with major adjustments across all the key areas of production planning, shipping and logistics, warehousing, sales and retail distribution. These changes have led to several key positive financial impacts:

• shortened our order-to-cash cycle;

• reduced the level of working capital that we will be holding in finished goods inventory;

• Reduced the need for more expensive temperature-controlled containers for our products as our forecasting, operations planning, and inventory logistics models create a more efficient shipping cycle.

As we also previously communicated, this new streamlined commercial model creates a new and different cadence to the business, where dramatic quarter-to-quarter swings on the recognized revenues are planned, and the business must be looked at across longer time frames. We will be placing larger procurement orders less frequently, but more rapidly converting those orders to revenues on the P&L and cash on the balance sheet. Q2 FY 23 was a revenue record for Vin(Zero) sales and Q3 FY23 revenues were low as previously communicated, as Q2 inventories work through retail. See Results of Operations for a quarterly breakdown.

4

Year-to-Date Consolidated Gross Profit Continues to Show Strong Growth at +44% vs. Year Ago

While the results of the individual business units should be considered separately on a quarterly basis and over time, the key consolidated gross profit $ metric has increased +44% year to date vs. year ago, building on the full year FY 2022 growth of +37%.

OTHER KEY DEVELOPMENTS

On May 30, 2023, the Company consolidated its issued share capital on a ratio of 75 pre-consolidation common shares to 1 post-consolidation common share (the “ Share Consolidation ”). As such, the current and comparative references in this MD&A to the common shares, weighted average number of common shares, loss per share, stock options and warrants have been restated to give effect to this Share Consolidation . The Share Consolidation was approved by the Company’s shareholders on May 2, 2023.

On May 30, 2023, the Company changed its name from Hill Street Beverage Company Inc., to “Hill Incorporated”. The name change serves to better reflect the Corporation’s evolution from an alcohol-free beverage company solely to a company holding a portfolio of bioscience-driven, technology-powered consumer solutions in the alcohol-free beverage and cannabis industries. The name change was approved by the Company’s shareholders on May 2, 2023

On May 2, 2023, the Company held its Annual General and Special Meeting of Shareholders.

On March 22, 2023, the Company became eligible for electronic clearing and settlement through the Depository Trust Company in the United States, more commonly known as DTC Eligibility.

On February 21, 2023, the Company was listed for trading on the OTCQB (located in the United States) under the symbol “HSEEF”.

On January 10, 2023, the Company successfully sold its bottling and canning line of equipment for net proceeds of $143,601 (US$107,165). The Company recorded a gain on sale of assets held for sale of $40,512.

On November 18, 2022, the Company, with the approval of the TSX Venture Exchange, amended the expiry date of 150,012 warrants (the “Amended Warrants”) from November 18, 2022 to March 17, 2023. In addition, the exercise price of the Amended Warrants was re-priced to $3.75.

On October 12, 2022, the Company appointed Matthew Jewell as its Chief Financial Officer.

DESCRIPTION OF THE BUSINESS

Hill Incorporated is a progressive bioscience implementation company that is dedicated to building pathways to better and healthier living by leveraging our deep CPG expertise to commercialize leadingedge technologies to craft superior cannabis solutions and non-alcoholic beverage products globally. The Company has fundamentally transformed its legacy business model to embrace a more profitable and more scalable global growth agenda.

5

The Hill Incorporated parent company currently operates two lines of business:

1. Hill Street Beverages

This business unit represents the Company’s legacy alcohol-free consumer beverage marketing and distribution business. It includes Vin(Zero) alcohol-free wine in Canada, and on a smaller scale, in the United States. Vin(Zero) uses only the finest craft ingredients and a proprietary process to remove alcohol from high-quality wines, delivering all the flavour, savour & splendour that you expect from fine wines, without the alcohol. Vin(Zero) has a simple mission of bringing consumers better quality experiences that taste better and are better for you. The products are sold in retail chain stores through Canadian distributors, exported outside of Canada through foreign distributors and offered direct to consumers online at www.hillstreetbeverages.com.

2. Hill Avenue Cannabis

Our Hill Avenue Cannabis business unit is pioneering the space where craft consumer products meet bioscience by combining our deep CPG commercialization expertise with our rights to use Lexaria Bioscience Corp’s ground-breaking DehydraTECH patent portfolio for product development, licensing and B2B and B2C sales of cannabis ingredients or products on a global scale. DehydraTECH is a revolutionary, patented biodelivery technology that is scientifically proven to consistently and rapidly deliver precise doses of bioactive substances like cannabinoids into the bloodstream, for unparalleled bioavailability and onset time. For additional detail about Hill Avenue Cannabis or DehydraTECH technology, visit www.dehydratech-thc.com.

DehydraTECH technology was first developed in 2014 by Lexaria Bioscience Corp., a global innovator in drug delivery platforms. Today, the DehydraTECH intellectual property portfolio consists of 28 granted patents and approximately 50 patents pending worldwide. Hill Avenue Cannabis acquired the exclusive global rights to use and commercialize the DehydraTECH technology to power THC-infused cannabis products in late 2020.

Hill Avenue Cannabis is the DehydraTECH technology licensing, product development and commercialization partner to progressive cannabis brands worldwide who are committed to bringing exceptional, best-in-class cannabis products to market. Hill Avenue Cannabis also provides DehydraTECHenabled business-to-business (B2B) solutions for both cannabis extractors and ingredient suppliers and consumer packaged goods (CPG) manufacturers whose products are infused with cannabis and or hemp extracts.

Findings from extensive scientific studies on the DehydraTECH technology performed by its creator Lexaria include:

• Increased bioavailability up to 5-10x – to equate to blood absorption by inhalational delivery

• Increased brain permeation up to 19x – as demonstrated in animal studies

• Avoids first-pass liver metabolism - mitigating unwanted side effects

• Reduced time of onset – effects are felt within 15-20 minutes vs. 60-120 minutes

• Masks unwanted tastes – eliminating the need for sugar-filled edibles

6

The evolution of Hill Avenue Cannabis has fundamentally changed the Company business model in several significant ways – geographically, operationally, and financially.

• Geographical Impact

When Hill Avenue Cannabis acquired the global rights to the DehydraTECH technology for use with THC products, it also acquired pre-existing DehydraTECH licensing agreements with certain US LPs. Thus, Hill Avenue immediately entered licensing into the U.S. cannabis market, generating revenues from licensing partners already operating across multiple U.S. states.

Since the DehydraTECH rights were acquired in December 2020, the Company has expanded its licensing to an operating footprint in the U.S. that now covers thirteen states with a total population of 150MM¹ and an addressable market of approximately $25.6B USD in estimated 2023 cannabis sales² . That footprint covers states generating over two-thirds of the addressable market of $31.8B USD in projected total U.S. cannabis sales for 2023³ .

Because of the nature of the DehydraTECH licensing business, the ability to expand into global markets is facilitated by a licensing model in which we can easily expand our footprint without major capital or operating expenses.

• Operational Impact

The DehydraTECH licensing business is a B2B business model that utilizes the Company’s prior CPG product development and commercialization knowledge to accelerate its agenda of becoming a premium cannabis biodelivery technology and ingredient solutions provider to companies looking to market premium, progressive cannabis edibles.

By combining Hill’s strengths with those of DehydraTECH creator Lexaria’s and Hill’s downstream DehydraTECH licensees, the Company has created an ecosystem with robust capabilities in bioscience, food science, new product format and recipe development, as well as commercial manufacturing and operations for a range of consumer product form factors.

• Financial Impact

The overall financial efficiency of the DehydraTECH technology licensing business is superior to the legacy beverage business, bringing significantly higher margins than the beverage business.

1 US Census Bureau, https://www.census.gov/quickfacts/fact/table/US/PST045221

2 MJBiz Factbook 2023

3 MJBiz Factbook 2023

7

RESULTS OF CONSOLIDATED OPERATIONS

8

FOR THE NINE-MONTH PERIOD ENDED MARCH 31, 2023 AND 2022

CONSOLIDATED NET REVENUES

For the nine-month period ended March 31, 2023, consolidated net revenues increased 20% to $2,399,780 compared to $1,994,419 in the nine-month period ended March 31, 2022. Net revenues are a better reflection of the revenue health of our consolidated business, both on the Vin(Zero) alcohol-free beverage side as well as our cannabis-related business initiatives.

Chargebacks are fees charged by retailers and distributors for marketing programs and discounts, as well as other fees or penalties. Chargebacks for the nine-month period ended March 31, 2023 were $275,931 vs. $231,235 for the prior year quarters and fluctuate based on the number of retailer programs that are going on during the time period.

Non-Alcoholic Beverage Sales

The decrease in Vin(Zero) net revenue over the same period last year was driven primarily by timing and revenue shifts associated with the recently transformed business model. Our sales revenues to our distributor are now spread further apart with less frequent, but more significant volume per order, as we optimize the timing and efficiency of our supply chain. After achieving record revenues in Q2 of FY 2023, Q3 FY 2023 revenues declined as we had expected and previously communicated.

9

DehydraTECH Licensing Income

For the nine-month period ended March 31, 2023, DehydraTECH licensing income (“ DehydraTECH Revenues ") increased a robust 244% to $914,506 compared to $265,927 in the nine-month period ended March 31, 2023. The increase in DehydraTECH revenues was due to increased sales and activity among Hill’s licensees and sublicensees, including new product launches and expansion into additional US states. We expect that revenues from new licensee launches in the fall of 2022 and early 2023 will build in future quarters.

COST OF SALES/DIRECT COSTS – NON-ALCOHOLIC BEVERAGE SALES

Cost of sales were $866,130 or 32% of gross revenue for the nine-month period March 31, 2023 compared to $928,780 or 42% of gross revenue for the nine-month period ended March 31, 2022. The increase in Cost of sales is mainly due to increases in production and materials costs.

OPERATING EXPENSES (EXCLUDING ONE-TIME & NON-CASH)

Ordinary operating expenses include selling, delivery and marketing expenses, employee expenses, interest, insurance, professional fees, and other general and administrative expenses. For the nine-month period ended March 31, 2023, operating expenses were slightly lower at $2,639,990, compared to $2,827,096 for the nine-month period ended March 31, 2022.

OPERATING EXPENSES – ONE TIME

Included in operating expenses are the following one-time transactions:

• During the nine-month period ended March 31, 2023, the Company wrote off $118,651 to bad debt expense as the result of a customer amount owing being deemed uncollectible.

• During the nine-month period ended March 31, 2023, the Company incurred significant one-time professional fees associated with outsourced human capital, increased HR fees due to employee placement and one-time ERP implementation fees, all causing professional fees to be higher than normal.

OPERATING EXPENSES - NON-CASH

For the nine-month period ended March 31, 2023, the Company incurred non-cash expenses totaling $719,186 which includes expenses related to the vesting of stock options, restricted share units, depreciation, write-off of property and equipment, bad debt, accretion expense, and accrued interest. For the nine-month period ended March 31, 2022, the Company incurred non-cash expenses of $586,862. The increase is mainly due to recognition of bad debt expense.

10

OTHER INCOME (EXPENSES)

For the nine-month period ended March 31, 2023, the Company incurred other expenses totaling $17,843. This includes a write-off of property equipment and equipment of $90,758, which was offset by gain on assets held for sale of $40,512, foreign exchange gain of $5,119, gain on termination of lease of $7,868 and other income of $19,416. For the nine-month period ended March 31, 2022, the Company incurred other income totaling $28,728. This includes a gain on fair value of consideration of $48,363, foreign exchange gain of $7,370 and gain on settlement of liability of $1,158 and other income of $9,054, which was offset by a write-off of inventory of $20,579 and write-off of property and equipment of $16,638.

SELECTED QUARTERLY INFORMATION

The following table summarizes certain financial information of the Company for the quarters indicated below:

LIQUIDITY AND CAPITAL RESOURCES

FINANCIAL POSITION

The Company’s principal capital needs are for operating expenses related to inventory, general and administrative, and marketing expenses for its two main lines of business. The Company’s alcohol-free beverage business requires significant investments in finished goods inventory that are not necessary in the DehydraTECH licensing business.

11

WORKING CAPITAL

As of March 31, 2023, the Company had a positive working capital of $1,727,862 compared to a positive working capital of $1,530,006 at June 30, 2022.

CONTRACTUAL OBLIGATIONS

A summary of the Company’s contractual obligations for future periods is as follows:

SHARE CAPITAL

The Company is authorized to issue an unlimited number of Common Shares of which 3,244,403 Common Shares are issued and outstanding as of the date hereof.

During the nine-month period ended March 31, 2023:

On December 23, 2022, the Company issued 233,333 units at a price of $3.00 per unit for gross proceeds of $700,000 (the “ December 2022 Private Placement ”). Each unit consists of one common share and one common share purchase warrant, with each whole warrant exercisable into one common share of the Company at an exercise price of $3.75 per share, exercisable for a period of 24 months from the date of issuance. The warrants were assigned a value of $156,763. In connection to the private placement, the Company paid $5,225 in cash for share issuance costs.

• 29,333 of the restricted share units (“ RSUs ”) previously granted were redeemed by employees for common shares of the Company. The fair value of RSUs redeemed, being $80,500, was reclassified to share capital from reserves.

12

On October 12, 2022, the Company granted 13,333 RSUs to an officer of the Company. These RSUs are set to vest on October 12, 2023 and are subject to the RSU Plan of the Company.

On July 1, 2022, the Company granted 6,666 RSUs to an employee of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs are to vest immediately.

CAPITAL RESOURCES

As of March 31, 2023, the Company did not have commitments for capital expenditures.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of the Company.

TRANSACTIONS WITH RELATED PARTIES

The Company considers its executive officers and directors to be key management personnel. The Company incurred the following amounts to related parties during the respective periods for key management personnel compensation.

Included in accounts payable and accrued liabilities as at March 31, 2023 is $150,373 (June 30, 2022: $504,665) payable to directors and officers of the Company for officer bonuses and director fees. The amount is non-interest bearing and unsecured.

During the three-month period ended March 31, the Company conducted a review of prior bonus targets and made an adjustment to reduce the prior period bonus accrual by $90,993. This adjustment resulted in a decrease in the wages and salaries expense, which is reflected in the condensed interim consolidated statements of operations and comprehensive loss.

On December 23, 2022, certain insiders of the Company participated for a total of $232,000 in the December 2022 Private Placement.

13

OUTLOOK

Both the Company’s alcohol-free beverage and DehydraTECH licensing businesses have global growth potential in on-trend consumer categories. We made significant advances in calendar year 2022 in transforming our alcohol-free beverage operating model for Vin(Zero). The changes will fundamentally shift the cadence of the Hill’s revenues across quarters, but we expect it to drive more efficient financial metrics that are critical for the Company’s business. We will leverage the streamlined distribution process and capitalize on marketing initiatives and global distribution opportunities with the intention of continually increasing revenues while maintaining or improving current margins.

We have also expanded our US commercial operations on a state-by-state basis for DehydraTECH licensing and have developed a broad portfolio of consumer form factors with an expanded ecosystem of partners. We will work with this DehydraTECH ecosystem and partners to not only grow within the territories where the Company currently operates, but to also leverage the intellectual capital and network the Company has built to both grow with current licensees and engage new ones as appropriate to build out our geographic and consumer product form factors roadmap.

Heading into the last quarter of FY2023, the Company is ready to scale these playbooks into new territories and new consumer products as it pursues its growth agenda.

OUTSTANDING SHARE DATA

As of May 30, 2023, the Company has the following securities issued and outstanding:

CRITICAL ACCOUNTING ESTIMATES

The determination of income tax is inherently complex and requires making certain estimates and assumptions about future events. While income tax filings are subject to audits and reassessments, the Company has adequately provided for all income tax obligations. However, changes in facts and circumstances as a result of income tax audits, reassessments, jurisprudence and any new legislation may result in an increase or decrease in the provision for income taxes.

Calculation of the net book value of machinery and equipment requires management to make estimates of the useful economic life of the assets, residual value at the end of the asset’s useful economic life, method of depreciation and whether impairment in value has occurred. Residual values of the assets, estimated useful lives and depreciation methodology are reviewed annually with prospective application of any changes, if deemed appropriate. Changes to estimates could be caused by a variety of factors, including changes to the physical life of the assets. A change in any of the estimates would result in a change in the amount of depreciation and, as a result, a charge to net income recorded in the period in which the change occurs, with a similar change in the carrying value of the asset on the balance sheet.

14

GOING CONCERN

As at March 31, 2023, the Company had not yet achieved profitable operations, had a net loss of $1,124,183 (March 31, 2022: $1,732,729), accumulated deficit of $23,347,754 (June 30, 2022: $22,223,571), and expects to incur further losses in the foreseeable future, all of which indicate the existence of a material uncertainty that may cast significant doubt upon the Company’s ability to continue as a going concern. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

15