FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management's plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The Company



Prior to the transactions that took place on January 9, 2019, we were a lifelogging software company that developed and hosted a proprietary cloud-based software solution ?accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting ?videos, livestreams and photos with additional context information and providing a platform that makes it easy to ?find and use that data when viewing or sharing media. Subsequent to transactions that took place on January 9, 2019, in addition to its lifelogging software business, the Company has been structured as a holding company ?with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities.?





Results of Operations



Three months ended June 30, 2020, as compared to three months ended June 30, 2019

The following comparative analysis on results of operations was based primarily on the comparative consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three months ended June 30, 2020 and 2019. For comparative purposes, we are comparing the three months ended June 30, 2020, to the three months ended June 30, 2019. The following discussion should be read in conjunction with the Company's consolidated financial statements and the related notes included in this quarterly report.





Revenue


Total revenue was $0 for the three-month periods ended June 30, 2020 and June 30, 2019, respectively.





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Cost of Revenue


We had no cost of revenues for the period ended June 30, 2020 or the period ended June 30, 2019 as we had no revenues.





Operating Expenses


Total operating expenses were $323,731 and $46,300 for the three months ended June 30, 2020 and June 30, 2019, respectively. The increase is operating expenses can also be attributed to the general and administrative expenses incurred by the company during the period.





Other Income (Expenses)


Other income for the three-month period ended June 30, 2020 increased by $513,969 compared to the three-month period ended June 30, 2019, as a result of the increase in the interest expense and gain of the change in fair value of derivative liabilities.





Net Profit (Loss)


The net profit (loss) was $190,238 and $(46,300) for the three months ended June 30, 2020 and June 30, 2019, respectively. This increase is a result of the increase in operating expenses and other expenses discussed above.

Six months ended June 30, 2020, as compared to six months ended June 30, 2019

The following comparative analysis on results of operations was based primarily on the comparative consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the six months ended June 30, 2020 and 2019. For comparative purposes, we are comparing the six months ended June 30, 2020, to the six months ended June 30, 2019. The following discussion should be read in conjunction with the Company's consolidated financial statements and the related notes included in this quarterly report.





Revenue


Total revenue was $0 for the six-month periods ended June 30, 2020 and June 30, 2019, respectively.





 Cost of Revenue



We had no cost of revenues for the period ended June 30, 2020 or the period ended June 30, 2019 as we had no revenues.





Operating Expenses


Total operating expenses were $534,321 and $240,621 for continuing operations for the six months ended June 30, 2020 and June 30, 2019, respectively. The increase is operating expenses can also be attributed to the general and administrative expenses incurred by the company during the period.





Other Income (Expenses)


Other expenses for the six-month period ended June 30, 2020 increased by $1,274,459 compared to the six-month period ended June 30, 2019, as a result of the increase in the interest expense and loss on derivatives.





Net Loss


The net loss was $1,821,836 and $707,890 for the six months ended June 30, 2020 and June 30, 2019, respectively. This increase is a result of the increase in operating expenses and other expenses discussed above. For the six-month period ended June 30, 2019, a balance of $454,663 included in the net loss related to discontinued operations.





Liquidity


Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of June 30, 2020, our working capital deficit amounted to $1,788,126 an increase of $1,774,059 as compared to $14,067 as of December 31, 2019. This increase is primarily a result of the Company entering into its operating lease for administrative operations.

Net cash used in operating activities for continued operations was ($568,223) during the six-month period ended June 30, 2020 compared to ($334,564) in the six-month period ended June 30, 2019. The increase in cash used in operating activities is primarily attributable to an increase in the interest expense recognized on our convertible notes.





Capital Resources


The Company is a holding company and its liquidity needs are primarily for fixed and recurring operational expenses.

As of June 30, 2020, the Company had $96,871 of cash and cash equivalents compared to $0 as of December 31, 2019. On a stand-alone basis, as of June 30, 2020, the Company had cash and cash equivalents of $96,871 compared to $nil at December 31, 2019.

Our subsidiaries' principal liquidity requirements arise from cash used in operating activities, debt service, R&D expenditures, development of back-office systems, operating costs and expenses, and income taxes.

We expect to finance our future growth and operations, through public offerings and private placements of debt and equity securities, credit facilities, vendor financing, capital lease financing and other financing arrangements, as well as cash generated from the operations of our subsidiaries. In the future, we may also choose to sell assets or certain investments to generate cash.

At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations and other cash needs for our operations for at least the next twelve months through a combination of distributions from our subsidiaries and from raising of debt or equity, refinancing of certain of our indebtedness or preferred stock, other financing arrangements and/or the sale of assets and certain investments. We anticipate that as we continue to scale our operations, we will reinvest cash and receivables into the growth of our various businesses, and therefore do not anticipate keeping a large amount of cash on hand at the holding company level. The ability of our subsidiaries to make distributions to the Company is and will be in the future subject to numerous factors, including restrictions contained in each subsidiary's financing agreements, regulatory requirements and the availability of sufficient funds at each subsidiary. Although the Company believes that it will be able to raise equity capital, refinance indebtedness or preferred stock, enter into other financing arrangements or engage in asset sales and sales of certain investments sufficient to fund any cash needs that we are not able to satisfy with the funds expected to be provided by our subsidiaries, there can be no assurance that it will be able to do so on terms satisfactory to the Company if at all. Such financing options, if pursued, may also ultimately have the effect of negatively impacting our liquidity profile and prospects over the long-term. In addition, the sale of assets or the Company's investments may also make the Company less attractive to potential investors or future financing partners.





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Current and Future Financings





Subsequent Events


The Company's management has evaluated subsequent events up to the date the unaudited consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined the following material subsequent event:





None.



Inflation



In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of the date the unaudited consolidated financial statements were issued, we have no off-balance sheet arrangements.





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CRITICAL ACCOUNTING POLICIES



Our significant accounting policies are disclosed in Note 2 of our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report.

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