ProCanna

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

ProCanna helps growers, processors, retailers and all licensees in the legal cannabis space create
user-friendly systems to keep their teams trained and compliant with both state regulations and internal policies and procedures.

In 5 years, we aim to be the #1 provider organizing the complex cannabis regulatory environment in all US states with legal cannabis programs, providing cannabis companies with a user-friendly ecosystem to drive compliance, operational excellence, strong company cultures and trusted brands. Forward-looking projections cannot be guaranteed.

Milestones

Onside Compliance, Inc. was incorporated in the State of Maine in January 2020.

Since then, we have:

• Raised over $700,000 in friends and family round.
• Operating in MA, ME, OH, PA, MI, IL. NJ, MD, AZ under development. ProCanna toolkit launching in all states.
• Robust sales & marketing program launched July '21, customers and pipeline growing weekly.

Historical Results of Operations

Our company was organized in January 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2020, the Company had revenues of $0.
• Assets. As of December 31, 2020, the Company had total assets of $193,568, including $51,105 in cash.
• Net Loss. The Company has had net losses of $12,168 for 2020.
• Liabilities. The Company's liabilities totaled $75,736 for 2020.

Liquidity & Capital Resources

To-date, the company has been financed with $520,000 in equity and $285,000 in convertibles ($205,000 of which have converted into Common Stock).

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 6 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 6 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Onside Compliance, Inc. cash in hand is $165,981, as of November 2021. Over the last three months, revenues have averaged $1,702/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $56,984/month, for an average burn rate of $55,282 per month. Our intent is to be profitable in 14 months.

At the end of 2020, we had built the first version of ProCanna, but had not launched the solution into the market. Since then, we raised seed funding, have become operational in six states, introduced and expanded ProCanna's social equity program, established a co-op program with Northeastern University School of Law and expanded the regulatory content team, aligned with respected industry organizations such as the Association of Certified Commercial Cannabis Experts and cannabis compliance consultants nationwide. Since launching a well-received sales and marketing program this summer, we have earned media in nine industry media outlets, hired ProCanna's first two sales professionals, attended and connected with many cannabis operators and synergistic ancillary companies at in-person trade shows in Boston and Las Vegas, acquired our first customers in Massachusetts and Michigan, opened conversations and filled the sales pipeline with trusted advisors and small, medium, and large U.S. cannabis companies, including three of the largest multi-state cannabis operators, and more.

Our estimated monthly sales revenue in 3 and 6 months is $35,000 and $80,000 respectively. Our estimated monthly expenses in 3 and 6 months are $90,000 and $140,000 respectively. We expect to be profitable by the end of 2022 after raising $500,000 from our Wefunder raise, and $1,250,00 from a priced round in early 2022. Forward-looking projections cannot be guaranteed.

Outside of funds raised in this offering, founders and some initial seed round investors can provide additional sources of capital. We plan to raise additional funding in early 2022.  

Projections contained in this section are forward-looking and cannot be guaranteed.