Cautionary Statement





This Management's Discussion and Analysis includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: "believe," "expect," "plan", "estimate," "anticipate," "intend,"
"project," "will," "predicts," "seeks," "may," "would," "could," "potential,"
"continue," "ongoing," "should" and similar expressions, or words which, by
their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this Form
10-K. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or from our predictions. We undertake no obligation to update
or revise publicly any forward-looking statements, whether because of new
information, future events, or otherwise.



Overview



We are a Web 3 company focused on powering innovation for the Metaverse. The
Company is dedicated to delivering experiences that connect the Web 3 virtual
worlds and our physical world. During 2021, through our subsidiary The
Collective Experience LLC we generated revenue by delivering digital
transformation solutions to customer centric organizations through integrated
marketing, data science, and commerce. We are now in the process of
transitioning the focus of the Company toward the development and/or
implementation of Web 3 technologies.



The Company formed a wholly owned subsidiary, McorpCX, LLC ("McorpCX LLC") as a
limited liability company in the state of Delaware on December 14, 2017. On
August 16, 2018, the Company entered into a contribution agreement with McorpCX
LLC pursuant to which the Company transferred to McorpCX LLC all the Company's
assets and liabilities related to the Company's customer experience consulting
business, excluding the underlying technology and databases related thereto
which remained with the Company.



Effective August 3, 2020, the Company sold all of its membership interests in
McorpCX, LLC to mfifty, LLC, a California limited liability company controlled
by Michael Hinshaw, the then current President of McorpCX LLC (the "Purchaser").
Since the Company's professional and related consulting services business, which
constituted substantially all of the Company's operations at the time of the
sale of McorpCX LLC, was conducted through McorpCX LLC, the sale of McorpCX LLC
represented a strategic shift that had a major effect on the Company's
operations and financial results.



As consideration for the sale of McorpCX LLC, the Company received a total of
$352,000 in cash consisting of $100,000 received upon the signing of the
purchase agreement and $252,000 received at the closing of the transaction along
with a $756,000 promissory note. The promissory note has an initial annual
interest rate of 0.99% (to be recalculated at the end of each twelve-month
period subsequent to the date of the note based on the annual Applicable Federal
Rate for mid-term loans on the first business day following each such
twelve-month period) accruing daily on the outstanding balance of the note, and
monthly principal payments are payable to the Company over a term of four or
more years. Monthly principal payments to the Company were initially $7,292 per
month for the first twelve months following the date of the note, and then
during each subsequent twelve-month period are based on the annual revenues of
McorpCX, LLC. On June 11, 2021, the Company and the Purchaser entered into an
amendment to the promissory note whereby the Purchaser agreed to pay the Company
One Hundred Thousand Dollars ($100,000) on or before July 1, 2021 to be applied
towards the outstanding principal amount of the promissory note and then going
forward to pay the remaining principal amount in installments of Twenty Thousand
Dollars ($20,000) each due on the first day of each month commencing on August
1, 2021 until the principal amount is paid in full, with the final payment being
the remaining unpaid outstanding balance due at that time. The amendment to the
promissory note also provides that the promissory note will be considered paid
in full if any of the following occurs: (i) the Purchaser pays at least 90% of
the outstanding balance due (principal and interest) under the promissory note
by December 31, 2021; (ii) the Purchaser pays at least 95% of the outstanding
balance due under the promissory note by June 30, 2022; and (iii) the Purchaser
pays at least 97.5% of the outstanding balance due (principal and interest)
under the promissory note by December 31, 2022. The Company has received the
initial $100,000 payment and the first few payments in the amount of $100,000 as
of the date of this report. The note is secured by the Purchaser's ownership
interest in McorpCX LLC.



                                       15

--------------------------------------------------------------------------------




Our vision is to create a protocol to connect the Metaverse to the Physical
world. We see a decentralized approach where there is personalized value
exchange between individuals, brands and peer to peer. This focus supports our
vision as a technology and service provider to virtual and physical Web 3.0
technologies. MCX sees the future building on top of Web 3.0 platforms to
connect the metaverse to the physical worlds. We believe these platforms will:
1. Create revenue at every loyalty transaction level between digital and
physical interactions, 2. Monetize digital engagement and assets as users
interact in both worlds, and 3. Build how users control how data is monetized
inside. Each of these possible strategies will be thoroughly vetted by our board
of directors to assess the expected level of enterprise value creation for each
strategy compared to the various risks associated with each possible scenario.
In addition, we may require financing to pursue these strategies that are beyond
our current financial resources. Accordingly, there is no assurance that we will
be able to pursue any strategy identified by our board of directors.



On November 12, 2020, the Company formed The Collective Experience, LLC in
Delaware (the "Collective Experience"). The Company is currently providing all
of its customer relations management consulting services, which is the Company's
sole revenue generating operations, through the Collective Experience.



In December 2019, a novel strain of coronavirus ("COVID-19") was reported in
Wuhan, China and has since extensively impacted the global health and economic
environment. The Company is subject to risks and uncertainties as a result of
the COVID-19 pandemic. COVID-19 infections and health risks, including from
variants, continue. The severity of the impact of the COVID-19 pandemic on the
Company's business will depend on a number of factors, including, but not
limited to, the duration and severity of the pandemic and the extent and
severity of the impact on the Company's customers, all of which are uncertain
and cannot be predicted. The Company's future results of operations and
liquidity could be adversely impacted by delays in payments of outstanding
receivable amounts beyond normal payment terms, supply chain disruptions and
uncertain demand, and the impact of any initiatives or programs that the Company
may undertake to address financial and operational challenges faced by its
customers. As of the date of issuance of these consolidated financial statements
for the year ended December 31, 2021, the Company has not had any significant
financial losses and the Company's liquidity has not been negatively impacted as
a result of the COVID-19 pandemic, but the extent to which the COVID-19 pandemic
may materially impact the Company's future financial condition, liquidity, or
results of operations remains uncertain.



Sources of Revenue



Prior to the sale of McorpCX, LLC in August 2020, our revenue consisted
primarily of fees from professional and consulting services and other revenue
primarily related to the reimbursement of expenses mostly through the operations
of McopCX LLC. Product revenue was from productized and software-enabled service
sales not elsewhere classified.



As of December 31, 2021, our only source of revenue is derived from providing
digital transformation services through the Collective Experience that includes
brand strategy, data science, pricing science, customer experience management
consulting and implementation in support of these strategies.



                                       16
--------------------------------------------------------------------------------





Operating Expenses



Cost of Goods Sold



Cost of goods sold consist primarily of expenses directly related to providing
professional and consulting services. Those expenses include contract labor,
third-party services, and materials and travel expenses related to providing
professional services to our clients.

General and Administrative Expenses





General and administrative expenses consist primarily of finance and accounting,
software subscriptions, insurance, stock compensation expense, client delivery,
and sales and marketing. These expenses also include contract services, as well
as marketing and promotion costs, professional fees, software license fee
expenses, administrative costs, insurance, rent and a portion of travel expenses
and other overhead, which are categorized as "other general and administrative
expenses" in our consolidated financial statements. In addition, the other
general and administrative expenses include the professional fees, filing, and
registration costs necessary to meet the requirements associated with having to
file reports with the United States Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, as well as having our stock listed
on the TSX Venture Exchange in Canada and quoted on the OTC Pink Sheets in the
United States.

Critical Accounting Policies and Estimates





Our consolidated financial statements are prepared in accordance with U.S.
generally accepted accounting principles ("GAAP"). The preparation of these
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, expenses and
related disclosures. We evaluate our estimates and assumptions on an ongoing
basis.



Our estimates are based on historical experience and various other assumptions
that we believe to be reasonable under the circumstances. Our actual results
could differ from these estimates. We believe that the assumptions and estimates
associated with revenue recognition have the greatest potential impact on our
consolidated financial statements.



Revenue Recognition

The Company's revenue consists primarily of professional and consulting services, as well as reimbursable expenses billed to clients, software-enabled product sales and other revenues. Other revenue includes reimbursement of related travel costs and out-of-pocket expenses.





The Company's consulting services are contracted under master terms and
conditions with statements of work ("SOW") defined for each project. A typical
consulting SOW will span a period of 60-180 days and will usually be billed to
the client based on certain milestones being achieved throughout the SOW. The
Company recognizes revenue based upon a percentage of completion of each SOW
during each project. In addition, we typically incur travel and other
miscellaneous expenses during work on each SOW which we bill to our clients for
reimbursement. The travel and miscellaneous expenses are recognized in revenue
on a percentage of work complete basis.  In addition, some clients will enter
into annual or longer-term contracts that will have a monthly retainer for
general consulting and project services.  The revenue for these engagements is
recognized on straight-line basis monthly during the term of the contract.



Contract costs, such as commissions, are typically incurred contemporaneously
with the pattern of revenue recognition and, as such, are expensed as incurred.
See Note 4 Revenue Recognition for further information.



                                       17
--------------------------------------------------------------------------------





Income Taxes



No provision for income taxes at this time is being made due to the offset of
cumulative net operating losses. A full valuation allowance has been established
for deferred tax assets based on a "more likely than not" threshold. The ability
to realize deferred tax assets depends on our ability to generate sufficient
taxable income within the carry forward periods provided under the United States
Internal Revenue Code of 1986, as amended and the rules promulgated thereunder.
While the Company's statutory tax rate can vary depending on taxable income
level, the effective tax rate is currently 0% mostly because of the valuation
allowance described above. The Company does not have any material uncertainties
with respect to its provisions for income taxes.



Stock-Based Compensation



Stock-based compensation cost is measured at the grant date using a
Black-Scholes valuation model and is recognized as expense over the requisite
service period. Determining the fair value of stock-based awards at the grant
date requires judgment and assumptions, including expected volatility. In
addition, judgment is also required in estimating the amount of stock-based
awards that are expected to be forfeited. If actual results differ significantly
from these estimates, stock-based compensation expense and our results of
operations could be impacted.



                                       18

--------------------------------------------------------------------------------

Results of Continuing Operations





Management determined that the completion of the sale of McorpCX LLC meets the
criteria for the presentation of the operations of McorpCX LLC as discontinued
operations as of August 3, 2020 and accordingly, the results of the McorpCX, LLC
are presented as discontinued operations in the Company's Consolidated
Statements of Operations beginning in the third quarter of 2020, and thus
excluded from continuing operations for all periods presented.



Revenues & Cost of Goods Sold



During the year ending December 31, 2021, we had $752,167 in revenue recognized
as well as the related cost of goods sold of $380,247 generated through
continuing operations from six customer contracts entered into in 2021 and two
customer contracts that carried over from 2020. During the year ending December
31, 2020, we had $47,933 in revenue recognized as well as the related cost of
goods sold of $45,425 generated through continuing operations from two customer
contracts entered into in the last quarter of 2020.



                            Year Ended              Change from       Percent Change
                        2021           2020         Prior Year       from Prior Year
Net Operating Loss   $ (359,536 )   $ (427,498 )   $      67,962                  (16 %)

For the year ended December 31, 2021 we had net operating loss of $359,536 compared to a net operating loss of $427,498 in 2020. The decrease in net operating loss in 2021 compared to 2020 was primarily a result of revenue generated in the fourth quarter of 2020 from new operations being more than offset by a full year of revenues generated from new operations in 2021.





Net loss increased to $360,678 for the year ended December 31, 2021 from a net
loss of $44,502 in 2020, mostly as a result of $181,634 in income from
discontinue operation of McorpCX, LLC in the 2020 combined with the $202,376
gain on disposal of McorpCX, LLC in 2020 and there were no such activities from
discontinued operations in 2021.



                                       19
--------------------------------------------------------------------------------





                          Year Ended            Change from       Percent Change
                       2021         2020        Prior Year       from Prior Year
Salaries and Wages   $ 39,066     $ 81,172     $     (42,106 )                (52 %)




Expenses attributable to salaries and wages decreased by $42,106 during the year
ended December 31, 2021 compared to 2020 primarily due the outsourcing of our
bookkeeping function in 2021 which resulted in compensation expenses in 2021
solely consisting of stock compensation expenses related to the vesting of
previously granted options.



                          Year Ended            Change from       Percent Change
                      2021          2020        Prior Year       from Prior Year
Contract Services   $ 291,411     $ 22,375     $     269,036                1,202 %






Contract services expenses increased during the year ended December 31, 2021
compared to 2020 primarily due to administration services, corporate and
investor relations expenses, accounting, marketing, and business development and
sales expenses provided by contractors in 2021, which were not required in 2020.



                                             Year Ended              Change from       Percent Change
                                         2021           2020         Prior

Year from Prior Year Other General and Administrative $ 400,979 $ 326,459 $ 74,520

                   23 %




Other general and administrative costs increased by $74,520 during the year
ended December 31, 2021 compared to 2020 primarily due to increases in expenses
related to computers and software, rent, sales and marketing, travel, insurance
and repairs and maintenance partially offset by decreases in professional fees
and administration.



                    Year Ended           Change from       Percent Change
                 2021        2020        Prior Year       from Prior Year
Other expense   $ 1,142     $ 1,014     $         128                   13 %

Other expenses were consistent year over year and primarily consisted of state use tax expenses being partially offset by interest on related party notes receivable.





                                       20
--------------------------------------------------------------------------------

Liquidity and Capital Resources

We measure our liquidity in a variety of ways, including the following:






                             December 31,       December 31,
                                 2021               2020
Cash and cash equivalents   $       51,393     $      297,965
Working capital             $       49,542     $      114,499




Anticipated Uses of Cash



As of December 31, 2021, our cash and cash equivalents and working capital had
decreased to $51,393 and $49,542, respectively, from $297,965 and $114,499 as of
December 31, 2020.



For the year ended December 31, 2021 and 2020, we were able to finance our
operations with cash generated through cash on hand as well as proceeds of the
sale of McorpCX, LLC that took place in 2020. The accompanying consolidated
financial statements have been prepared in accordance with GAAP applicable to a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business.



During the year ended December 31, 2021, our primary uses of cash included third
party contractors to support our consulting services, general and administrative
expenses to support new business development activities.



We currently plan to fund our expenditures with cash on hand as well as cash
flows generated from new revenue sources as a digital transformation company. If
needed, the possibility may exist to raise additional capital through debt
financing and common stock sales. We do not intend to pay dividends in the
foreseeable future. In addition to the working capital position of the Company,
we are seeking new sources of revenue to fund our capital requirements for our
business during the next 12 months



We received total consideration of $1,108,000 consisting of $352,000 in cash and
a $756,000 promissory note for the sale of McorpCX, LLC, which was completed on
August 3, 2020, which applied to transaction costs as well as investment toward
becoming a technology solutions business. These measures combined with our
positive working capital position are expected to enable us to meet our
liquidity needs over the next 12 months. Notwithstanding the foregoing, our
ability to continue as a going concern is entirely dependent upon our ability to
achieve a level of profitability, and/or to raise additional capital through
debt financing and/or through sales of common stock. We cannot provide any
assurance that profits from operations, if any, will generate sufficient cash
flow to meet our working capital needs and service our existing obligations, nor
that sufficient capital can be raised through debt or equity financing.



We intend to continue to seek ways to expand upon our business and as such, in
the future we may make acquisitions of businesses or assets or commitments to
additional capital projects. To achieve the long-term goals of expanding our
assets and earnings, including through acquisitions, capital resources may be
required. Depending on the size of a transaction, the capital resources that may
be required can be substantial. The necessary resources may be generated from
cash flow from operations, cash on hand, the proceeds of the sale of McorpCX,
LLC, borrowing against our assets or the issuance of securities, and there is no
assurance these capital resources will be available to us when required.



                                       21
--------------------------------------------------------------------------------

Cash Flow for the Years Ended December 31, 2021 and 2020





The cash flows related to discontinued operations have not been segregated and
are included in the Consolidated Statements of Cash Flows. There were no
significant capital expenditures and operating noncash items for any periods
presented.



Operating Activities. Net cash used in operating activities increased to
$488,037 for the year ended December 31, 2021 compared to net cash used in
operating activities of $425,384 in 2020. This increase in cash used in
operating activities in 2021 compared to 2020 was primarily due to the $316,176
increase in net loss from 2020 to 2021 combined with cash used from greater
increases in deferred revenue in 2021 compared to 2020 being partially offset by
cash provided by a $202,376 gain on disposal of McorpCX, LLC in 2020.



Investing Activities. There was cash provided by investing activities of
$241,465 for the year ended December 31, 2021 due to cash received from the
related party notes receivable issued in connection with the sale of McorpCX,
LLC. In 2020, the net change in cash from the sale of McorpCX, LLC of $305,736
was partially offset by $29,168 in cash received from the promissory note issued
in connection with the sale of McorpCX, LLC , which contributed to cash used in
investing activities of $276,568.



Financing Activities. There was no cash provided by or use in financing
activities for the year ended December 31, 2021. In the prior year, the Company
had cash provided by financing activities due to $411,069 cash proceeds received
from the PPP Note and EIDL Note (each defined below) and $100,000 cash proceeds
from a related party note during the year ended December 31, 2020.



In March 2020, the Coronavirus Aid, Relief, and Economic Security Act was passed
in the United States, which included amongst other programs, loans to businesses
under a Paycheck Protection Program ("PPP") and Economic Injury Disaster Loan
("EIDL"). On May 12, 2020, McorpCX LLC received an unsecured non-recourse
promissory note in the amount of $161,069 under the PPP (the "PPP Note"). The
PPP Note incurs interest at a fixed rate of 1.00% and is scheduled to mature on
May 3, 2022. McorpCX, LLC is required to make monthly payments on the PPP Note
of $6,785 commencing on November 1, 2020.



On June 11, 2020, McorpCX LLC received a secured non-recourse promissory note in
the amount of $150,000 under the EIDL program (the "EIDL Loan"). The EIDL Loan
incurs interest at a fixed rate of 3.75% and is scheduled to mature on 30 years
from June 10, 2050. McorpCX, LLC is required to make monthly payments on the
EIDL Loan of $731 which includes principal and interest beginning twelve months
from the date of the EIDL Loan beginning June 11, 2021. Collateral for the loan
includes all tangible and intangible personal property. As a result of the sale
of McorpCX LLC, each of the PPP Note and the EIDL Loan are no longer liabilities
of the Company.



The Company also had cash provided by financing activities of $100,000 due to
cash proceeds from a related party note during the year ended December 31, 2020.
The note is not explicit in its terms of payment, interest, or maturity. As a
result of the sale of McorpCX LLC, this note is no longer a liability of the
Company.

Results of Discontinued Operations





                                              Year Ended              Change from       Percent Change
                                         2021            2020         Prior

Year from Prior Year Income from discontinued operations $ - $ 384,010 $ (384,010 )

            (100.00 %)




During the year ended December 31, 2020, total income from discontinued
operations was $384,010 mostly as a result of $181,634 in income from the
discontinued operations of McorpCX, LLC in 2020 combined with $202,376 in net
proceeds from the sale of McorpCX, LLC being recognized as a gain on disposal of
McorpCX, LLC in 2020. There was no income from discontinued operations during
the year ended December 31, 2021.



                                       22
--------------------------------------------------------------------------------





Contractual Obligations

We lease one facility in Ohio on a month-to-month basis. We do not have any debt capital lease obligations.

The operating lease obligations presented reflect future minimum lease payments due under the non-cancelable portions of our operating lease.

© Edgar Online, source Glimpses