Fandifi Technology : Interim MD&A Q1 - April 30, 2022

FANDIFI TECHNOLOGY CORP.

(FORMERLY FANDOM SPORTS MEDIA CORP.)

MANAGEMENT'S DISCUSSION AND ANALYSIS

3 MONTHS ENDED APRIL 30, 2022

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The following management discussion and analysis ("MD&A") of the financial position and results of operations for FANDIFI TECHNOLOGY CORP. (Formerly FANDOM SPORTS Media Corp.) (the "Company" or "FANDFI") should be read in conjunction with the consolidated financial statements and notes thereto for the 3 months ended April 30, 2022. Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian Dollars.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the "Board"), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Forward-Looking Statements

All statements made in this MD&A, other than statements of historical fact, are forward-looking statements. The Company's actual results may differ significantly from those anticipated in the forward-looking statements and readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company undertakes no obligation to release the results of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events. Forward-looking statements include, but are not limited to, statements with respect to future price levels, success of technology development, success of marketing and product adoption, development timelines, currency fluctuations, requirements for additional capital, unanticipated expenses, trademark or patent disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to the integration of acquisitions; future price levels; accidents, labor disputes and other risks of the technology industry; delays in obtaining approvals or financing.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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1. Date of Report: June 29, 2022
2. Overall Performance

Description of the Business

FANDFI is a publicly listed company incorporated in Canada on May 12, 2006, under the British Columbia Corporations Act. The Company is listed on the Canadian Securities Exchange under the trading symbol "FDM" and on the OTCBQ under the trading symbol "FDMSF". The Company is also listed on the Frankfurt Stock Exchange under the trading symbol TQ:43

The Fandifi fan engagement platform is a module-based architecture using a proprietary technology. According to the target users and/or market requirements the platform is able to generate a customizable mobile enabled application. Since the platform consists of multiple modules, it is capable to include only the particular functionalities required by a very specific target audience, such as different authentication partners, different payment gateways, games, news feeds, etc. Even more, the platform, is able to spin off the custom applications for specific events, competition organizers, channel partners, and content creators etc. The customer's privacy and security is a paramount concern of our operations, therefore the Fandifi Platform exists in a proprietary private cloud. The cloud nodes are located in the strategic locations throughout the world while maintaining the full near real-time synchronization and the implementation of the "any cast" technology automatically routes users to the node closest to their location. The deep integration with the DataBioniX™ platform allows for real-time data organization and extraction of the meaningful insights, including but not limited to, in- games statistics, teams related forecasts, gamers past and predicted performances, etc.

Stream and broadcast viewers along with Esports and Sports fan engagement and associated betting segments will provide guidance and direction in the buildout of a unique fan offering that blends sports predictions through social interaction.

The Company has confirmed that its Fandom sports network is active in a proprietary private cloud and provides multilingual support. Quickly achieving these milestones provides a foundation for the Company's strategy of both a localized and global launch of Fandifi's regulated betting and unregulated prediction business models.

The Company's ability to continue as a going concern, to fund its technology developments and acquisitions and to ensure adequate working capital is dependent upon achieving profitable operations or upon obtaining sufficient additional financing. These factors may cast significant doubt on the Company's ability to continue as a going concern. See section 1.6 below.

The address of the Company's head office and principal place of business Suite 830 - 1100 Melville Street, Vancouver BC V6E 4A6 and the registered and records office is located at 2200 - 885 West Georgia Street, , Vancouver, B.C., Canada, V6C 3E8.

Further information about the Company and its operations is available on the FANDFI website at fandomesports.comor on SEDAR at www.sedar.com.

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Principle Products

The Fandom Sports' principal product is a prediction engine which facilitates real time predictions in events ranging from esports, to sports to scripted to programing to live streamed broadcasts. Fandom Sports is able to provide these prediction actions to viewers to assist content creators in extending peak viewership metrics and to generate new revenue streams through in platform purchases. Fandifi will be able to present data for predictions from esports and sports data feeds as well as from community generated predictions that viewers that can overlay on any streamed content and then share with friends and their communities as challenges.

Fandifi will be selling recharge packs based on energy meter that depletes with each prediction entered. The amount of energy expended per prediction will fluctuate with each level attained within the game. Furthermore, people will be able to purchase in play boosters to up their scores for certain events to speed up their 'level-up' capabilities. For example, people to reach a certain level through gameplay before they can create predictions for their events or more for other third-party events.

At this stage in the platform, the prizes will consist of digital in game rewards that are not transferable outside of the platform. Fandom does have plans for NFTs but those will be equally earned by players whether they are playing for free or paying for power ups depending on specific events and Fandifi partner requirements. It is key that all players have equal opportunities to get rewarded for all prizes whether they pay or not.

1.3 Results of Operations

Revenue:

The Company is in the development stage and does not generate revenues. To date the Company has not earned any significant revenues.

For the 3 months ended April 30, 2022:

General and Administrative Expenses:

General and Administrative expenses decreased by $521,769 to $791,419 during the 3 months ended April 30, 2022 (2021: $1,313,188 Stock based compensation contributed significantly to the reduction in expenses, Nil was recognized in 2022 and $579,600 was recognized in 2021.Other significant expenses incurred during the 3 month period ended April 30, 2022 compared to 2021 were;

Platform Development Costs increased by $105,254 (2021 $214,500) to $319,754. This increase reflects the focus on the new platform and engagement of new developers in 2021.

Legal and Audit increased by $56,408 (2021 $6,882) to $63,291. The majority of this increase was due to application fees to the AGCO for licensing in Ontario.

There are no trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company's business, financial condition or results of operation other than uncertainty as to the speculative nature of the business, the uncertainty of social media and marketing trends, and the uncertainty of fundraising activities.

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1.5 Summary of Quarterly Results

Three months ended	Total revenues	Net loss ($)	Loss per share ($)
April 30, 2022	Nil	796,106	0.01
January 31, 2022	Nil	1,530,131	0.02
October 31, 2021	Nil	760,155	0.00
July 31, 2021	Nil	173,197	0.00
April 30, 2021	Nil	1,313,189	0.02
January 31, 2021	Nil	1,209,321	0.02
October 31, 2020	Nil	335,553	0.01
July 31, 2020	Nil	1,053,476	0.03
April 30, 2020	Nil	452,446	0.03

1.6 Liquidity

At April 30, 2022, the Company had working capital of $3,083,827 compared to a working capital of $5,534,391 as at April 30, 2021. Working capital at April 30, 2022 consisted of: cash $2,599,914 (April 30, 2021: $5,523,753), commodity taxes recoverable $299,497 (April 30, 2021: $97,432), prepaid expenses $280,547 (April 30, 2021: $9,401) accounts payable and accrued liabilities $96,131 (April 30, 2021: $96,195).

The Company has financed its operations to date primarily through the issuance of common shares and debt. At April 30, 2022, the Company did have sufficient working capital for its short-term corporate obligations, but generation of additional capital will be required for future operations until further funding or sufficient revenue can be generated from the Company's FD Technology and mobile applications. As the Company cannot predict the time at which revenue will exceed expenses, the Company continues to seek capital through various means including the issuance of equity and/or debt. (See Note 1 of the financial statements for the period ended April 30, 2022).

In management's view, given the nature of the Company's operations, which consist of the development of the FD Technology and the mobile applications, the most relevant financial information relates primarily to current liquidity, solvency, and planned development expenditures. The Company's financial success will be dependent upon the extent to which it can complete equity financing which may take longer than expected and the amount of future revenue, if any, is difficult to determine. The value of the core products is largely dependent upon many factors beyond the Company's control, including live sports and esports entertainment and media trends and marketing trends and investors' appetite for investments into small cap companies.

1.7 Capital Resources

As at April 30, 2022, the Company had cash and cash equivalents of $2,599,914 (April 30, 2021, $5,523,753) to settle liabilities of $96,131 (April 30, 2021 $96,195). The Company expects to fund its liabilities, development, and operational activities over the next fiscal year with cash received from the issuance of equity securities, primarily through private placements, or from cash received from the exercise of warrants or stock options

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