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 March 31, 2021, as compared to three months ended March 31, 2020

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 March 31, 2021 and 2020. For comparative purposes, we are comparing the three months ended March 31, 2021, to the three months ended March 31, 2020. 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 March 31, 2021 and March 31, 2020, respectively.





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Cost of Revenue

We had no cost of revenues for the period ended March 31, 2021 or the period ended March 31, 2020 as we had no revenues.





Operating Expenses

Total operating expenses were $212,492 and $210,590 for the three months ended March 31, 2021 and March 31, 2020, respectively. Operating expenses were essentially flat, which reflects the Company's increased expenses associated with a broadening of its operating strategy.





Other Income (Expenses)

Other expense for the three-month period ended March 31, 2021 decreased by $1,758,843 compared to the three-month period ended March 31, 2020, as a result of a decrease in the loss on derivative liabilities.





Net Loss

The net loss was $254,683 and $2,011,624 for the three months ended March 31, 2021 and March 31, 2020, respectively. This decrease is a result of a decrease in the other expenses as discussed above.





Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2021, our working capital deficit amounted to $3,901,050 an increase of $118,041 as compared to $3,783,009 as of December 31, 2020. This increase is primarily a result of an increase in accrued expenses.

Net cash used in operating activities was ($106,732) during the three-month period ended March 31, 2021 compared to ($369,974) in the three-month period ended March 31, 2020. The decrease was primarily due to a reduction in operating expenses as well as a reduced derivative liability.





Capital Resources

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

As of March 31, 2021, the Company had $90,183 of cash and cash equivalents compared to $1,915 as of December 31, 2020.

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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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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