Certive : Management Discussion and Analysis for Nine Months Ended February 28, 2022

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF THE COMPANY'S FINANCIAL CONDITION AND RESULTS OF OPERATIONS

AS AT AND FOR THE NINE-MONTHS ENDED FEBRUARY 28, 2022

FORM 51-102F1

DATE AND SUBJECT OF THIS REPORT

This Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Certive Solutions Inc. and its subsidiaries ("Certive" or the "Company") as at and for the nine-months ended February 28, 2022. The MD&A should be read in conjunction with the condensed consolidated interim financial statements and related notes thereto of the Company as at and for the nine-months ended February 28, 2022 and with the audited consolidated financial statements and related notes thereto of the Company as at and for the years ended May 31, 2021 and 2020. This MD&A has been prepared effective April 29, 2022.

The Company was incorporated on June 11, 2010, under the laws of the Province of British Columbia. The Company changed its name to Certive Solutions Inc. in October 2013 to pursue sales opportunities as a business process management solution focused on hospital revenue cycle management in the U.S. healthcare industry. The Company's mailing office is located at 1185 West Georgia Street, Suite 1140, Vancouver, B.C., V6E 4E6. The Company's operational headquarters is located at 8149 N. 87th Place, Scottsdale, Arizona 85258. The Company reports its financial results in U.S. dollars and under International Financial Reporting Standards.

The Company is publicly traded on the Canadian Securities Exchange (CSE: CBP). Effective September 16, 2014, the Company's shares began trading on the Frankfurt Exchange (FWB: 5CE) and on July 15, 2015, the Company's shares were quoted on the OTCQB Capital Markets in the United States under the trading symbol "CTVEF". As at August 31, 2021, and as of the date of this MD&A, the Company has two wholly-owned subsidiaries: Advantive Information Systems Inc. (which is dormant) and Certive Health Inc. ("CHI" formerly known as "Certive Technologies, Inc.") each operating as independent subsidiaries of the Company. Effective as of May 31, 2019, CHI sold its subsidiary Knowledge Capital Alliance Inc. ("KCA"). On August 26, 2021, CHI changed the name of its wholly owned operational subsidiary Omega Technology Solutions Inc. to Certive Health Revenue Solutions Inc. ("CHRS") and on July 14, 2021, CHI formed a new wholly owned operational subsidiary Certive Health Compliance Solutions Inc. ("CHCS").

OVERALL PERFORMANCE

During the nine-months ended February 28, 2022 and the subsequent period up to and including the date of this MD&A, there were no significant or material events that occurred other than as reported herein. All amounts expressed herein are in U.S. dollars. As reported in this MD&A for the nine-months ended February 28, 2022, the Company, its primary operational subsidiary CHI and its subsidiaries continue to operate below breakeven sales with negative cash flows; however, given the recent increase in sales prospects that have been identified during the past few months, management believes that CHI may reach breakeven sales in 2022.

Assuming that the Company's past due debt convertible promissory notes totaling $2,585,988 can be refinanced, it is projected that over the following three-months after the date of this MD&A, the Company will require a minimum cash infusion of $300,000 to cover routine operating costs and its other short-term obligations. As more thoroughly described elsewhere in this MD&A, the Company received funds covering its working capital needs as follows during the nine-months ended February 28, 2022: (1) Effective on November 1, 2020, the Company launched a $1,000,000 Private Placement Offering of 10% 48-month convertible promissory notes, which are convertible into common shares of the Company at $0.14/share. The notes are to be repaid from, among other sources, the lenders' pro rata share of 25% of the net cash collections from three recent new clients along with its next new client. During the nine-months ended February 28, 2022, the Company received $250,000 intended to be invested in such Offering, of which $100,000 was received from an Officer and Director of the Company and $50,000 was received from a related party of another Officer and Director of the Company. In addition, during the nine months ended February 28, 2022, $100,000 was received from a new lender into the Offering. These amounts were all recorded in 10% short-term loans issued until the Offering's closing on October 15, 2021, when the Offering's convertible promissory notes were issued to the lenders; and (2) the Company received noninterest-bearing advances, payable on demand, in the amount $222,788 from two Officers and Directors of the Company.

Since early 2020, the outbreak of the novel strain of coronavirus ("COVID-19") has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, including the implementation of travel bans, imposed quarantine periods and social distancing, have caused material disruption to businesses globally. Governments and central banks have reacted at times with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 and most recently its variants remain unknown. At this time, additional fiscal stimulus in the United States is being considered by Congress. In addition, States are in various stages of distributing vaccines from a number of manufacturers. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Based on the above factors and others, readers should be aware of the auditors' going concern qualification by referring to Note 1 of the Company's audited consolidated financial statements as at and for the year ended May 31, 2021.

ORGANIZATIONAL STRUCTURE - OPERATING DIVISIONS

As at February 28, 2022 and continuing to the date of this MD&A, the Company's primary operations are provided by its subsidiary, CHI, which includes its wholly-owned subsidiaries, CHRS and CHCS. CHRS is well positioned for growth in the hospital revenue integrity market providing lost charge recovery services, DRG accuracy reviews and chart review solutions primarily for hospitals in the U.S. healthcare industry. CHCS is well positioned for growth in the cyber security penetration testing for the U.S. healthcare industry. Management's strategic plan for CHI and the anticipated results of the strategic plan are discussed elsewhere in this MD&A.

Summary Results of Operations for the nine-months ended February 28, 2022 by Division:

CHRS	Total
Revenues	$941,566	-	-	$941,566
Operating Costs	(1,108,642)	-	-	(1,108,642)
Gross Margin	(167,076)	-	-	(167,076)
Expenses - Other	(602,142)	-	$(481,814)	(1,083,956)
Interest Expense	(9,993)	-	(651,799)	(661,792)
Other Income	-	-	541,740	541,740
Net Loss	$(779,211)	-	$(591,873)	$(1,371,084)

CHCS

Certive

The Company is continuing to implement initiatives associated with completing a market, product and operational analysis, completing an inbound marketing strategy, leveraging the Company's competitive advantages and strong market presence, enhancing its onboarding procedures for new business - all to drive sales growth and cash flows. In addition, the Company implemented specific cost containment measures both at the operational and corporate levels.

SELECTED ANNUAL INFORMATION

The following financial data, which has been prepared in accordance with International Financial Reporting Standards (IFRS), is derived from the Company's financial statements.

Year ended:

May 31, 2021 May 31, 2020 May 31, 2019

Revenue	$1,756,176	$1,406,309	$1,109,687
Expenses - Total	$3,799,552	($3,406,104)	($2,175,435)
Net loss	($2,043,376)	($1,999,795)	($1,065,748)
Total assets	$709,992	$879,968	$939,374
Current liabilities	($8,301,935)	($6,349,961)	($6,425,331)
Non-current liabilities	($150,000)	($644,083)	($590,259)
Shareholders' deficit	($7,741,943)	($6,113,993)	($6,076,216)
Net loss per common	($0.01)	($0.02)	($0.01)
share (basic and diluted)

As noted elsewhere in this MD&A, the results of operations for the KCA Division have been reported in the statements of loss and comprehensive loss in aggregate as discontinued operations and in the statements of financial position as a receivable from sale of KCA. The receivable from sale of KCA in the above schedule for the years ended May 31, 2021 and 2020 are $95,801 and $106,060, respectively.

SELECTED QUARTERLY INFORMATION

The following tables summarize the results of operations for the four-quarters ended February 28, 2022 and 2020:

Three-months ended:

Feb. 28, 2022	May 31, 2021
Revenue	$321,377	$356,353	$263,836	$501,264
Total expenses	$1,097,606	$927,196	$829,589	$1,254,811
Loss from continuing	($776,229)	($570,843)	($565,753)	($753,547)
operations
Non-recurring gain (1oss)	$328,546	$171,062	$42,133	$19,383
Net loss	$(447,683)	($399,781)	($523,620)	($734,164)
Net loss per common share	($0.00)	($0.00)	($0.01)	($0.01)
(basic and diluted)
4

Nov. 30, 2021 Aug. 31, 2021

Feb. 28, 2021	May 31, 2020
Revenue	$413,010	$419,005	$422,897	$323,648
Total expenses	$1,046,430	$1,037,864	$944,713	$954,803
Loss from continuing	($633,420)	($618,859)	($521,816)	($631,155)
operations
Non-recurring gain (loss)	$92,431	$381,200	($8,748)	$613,401
Net loss	($540,989)	($237,659)	($530,564)	($17,754)
Net loss per common share	($0.00)	($0.00)	($0.00)	($0.00)
(basic and diluted)

Three-months ended: Nov. 30, 2020 Aug. 31, 2020

IMPORTANT ACTIONS BY MANAGEMENT AND THE COMPANY'S BOARD

Material Events That Occurred During the Year Ended May 31, 2021:

• • The Company raised funds for working capital during the year-ended May 31, 2021 as follows:

  • o On July 26, 2020, CHI received loan proceeds of $150,000 based on its application under the SBA Economic Injury Disaster Loan Program bearing an interest rate of 3.75%, repayments deferred for two years and then $731 monthly payments for the 30-year repayment.

  • o On August 27, 2020, the Company's received $2,000 from an Officer and Director of the Company in exchange for a short-term demand note, which bears interest at 12%.

  • o On February 2, 2021 the Company received non-interest-bearing advances, payable on demand, in the amount of $175,950 from two Officer's and Directors of the Company.

  • o In regard to the Company's offering of 12%, four-year convertible promissory notes, that are convertible into common shares of the Company at $0.14/share, such offering represents $452,609 of funds received. The offering was closed on September 28, 2020.

  • o Effective on November 1, 2020, the Company launched a $1,000,000 Private Placement Offering of 10% 48-month convertible promissory notes which are convertible into common shares of the Company at $0.14/share. As at May 31, 2021, the Company has received $273,788 in 10% Demand Notes intended for the Offering, The convertible promissory notes will be issued at the Offering's closing. Of such amount, $69,000 was received from two Officers and Directors of the Company and $73,263 was received from two members of the Company's Advisory Council.