Topaz Resources Inc. (TOPZ)

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Also important is their funding goals and potential for over dilution.

OVERVIEW

The following discussion and analysis should be read in conjunction with the
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.

Our immediate priority is to either secure suitable financing to continue with
our existing business or change our business and conclude a merger, acquisition
or combination with a business prospect. This is critical to insure our survival
and to preserve our shareholder's investment in our common shares. At this stage
in our operations, we believe either course is acceptable, as our operations
have not been profitable and our Company will fail without further significant
financing. We currently have $80,414 in cash.

Concurrent with our search for additional financing for our existing business,
we are also actively seeking business opportunities with established business
entities for the merger of a target business with our Company.