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-Q. 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.

Unless the context otherwise requires, all references to "we," "us," "our" or the "Company" are to MCX Technologies Corporation and our subsidiaries.

Critical Accounting Policies and Estimates





Our financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("GAAP"). The preparation of these
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, income taxes, stock-based compensation,
research and development costs and impairment of long-lived assets have the
greatest potential impact on our financial statements. Therefore, we consider
these to be our critical accounting policies and estimates.



A description of the Company's critical accounting policies and related
judgments and estimates that affect the preparation of the Company's financial
statements is set forth in under the heading "Critical Accounting Policies and
Estimates" in Item 7, Management's Discussion and Analysis of the Company's
Annual Report on Form 10-K for the year ended December 31, 2021. With the
exception of the policy adoptions discussed in Note 3 of the Notes to the
Consolidated Financial Statements included with this report, such policies were
unchanged during the three months ended March 31, 2022.



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 $160,000 as
of the date of this report. The note is secured by the Purchaser's ownership
interest in McorpCX LLC.



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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 three months ended March 31, 2022, 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 McorpCX LLC. Product revenue was from productized and software-enabled
service sales not elsewhere classified.



As of March 31, 2022, 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.



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.



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Results of Operations

Revenues and Cost of Goods Sold





During the three months ended March 31, 2022, we had $41,176 in revenue
recognized as well as the related cost of goods sold of $79,386, generated from
the continuation of one client contract that was entered into in the last
quarter. During the three months ended March 31, 2021, we had $106,710 in
revenue recognized as well as the related cost of goods sold of $77,171,
generated through continuing operations from two customer contracts entered into
in the last quarter of 2020.



Gross loss was $38,210 for the three months ended March 31, 2022 compared to a
gross profit of $29,539 for the three months ended March 31, 2021. This
difference is due to decrease of revenue and the Company has incurred more
contract services expenses during the current period from the cost to complete a
phase of the client contract compared to the revenue recognized.



                                                                       Change from       Percent Change
Net Operating Loss                          2022          2021         Prior Year       from Prior Year
Three Months Ended March 31,             $ (187,789 )   $ (70,425 )   $    (117,364 )                167 %




Net operating loss increased to a loss of $187,789 for the three months ended
March 31, 2022 from a net operating loss of $70,425 for the three months
ended March 31, 2021 mostly as a result of reduced revenue in the first quarter
of 2022.



                                                       Change from       Percent Change
Salaries and Wages             2022        2021        Prior Year       from Prior Year
Three Months Ended March 31,   $   -     $ 15,557     $     (15,557 )              (100% )




There were no expenses attributable to salaries and wages for the three months
ended March 31, 2022 as stock options have been fully expensed. Expenses
attributable to salaries and wages for the three months ended March 31, 2021
consisted exclusively of stock compensation expense.



                                                          Change from       Percent Change
Contract Services                2022         2021        Prior Year       from Prior Year
Three Months Ended March 31,   $ 75,212     $ 51,996     $      23,216                   45 %




Contract services expenses increased during the three months ended March 31,
2022, due to a higher level of executive, finance and administration services
being provided by contractors in 2022, compared to the same period in 2021,
which were provided by salaried employees.


                                                                    Change from       Percent Change
Other General and Administrative           2022         2021        Prior Year       from Prior Year
Three Months Ended March 31,             $ 74,367     $ 32,411     $      41,956                  129 %




Other general and administrative costs increased by $41,956 during the three
months ended March 31, 2022, compared with the same period in 2021 primarily due
to increases in sales and marketing, professional fees and travel and
entertainment expenses in 2022 compared to 2021.



                                                          Change from       Percent Change
Other Income (Expense)           2022         2021        Prior Year       from Prior Year
Three Months Ended March 31,   $ (16,334 )   $ 3,032     $     (19,366 )              (639% )




Other expense was $16,334 in the three months ended March 31, 2022 compared to
$3,032 in other income in the three months ended March 31, 2021 due to reduced
other income from the prior year coupled with an increase in non-recurring other
expenses.

Liquidity and Capital Resources

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

March 31,       December 31,
                               2022             2021

Cash and cash equivalents $ 81,539 $ 51,393 Working capital

$  (10,430 )   $       49,542

Anticipated Uses of Cash





As of March 31, 2022, our cash and cash equivalents had increased to $81,539
from $51,393 and our working capital changed to ($10,430) from $49,542 as of
December 31, 2021.



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For the three months ended March 31, 2022, we were able to finance our
operations with cash generated through cash on hand as well as proceeds of the
sale of McorpCX, LLC. 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 three months ended March 31, 2022, 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. The Company continues to receive
$20,000 per month in payments from the purchaser of McoorpCX LLC. These measures
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.

Cash Flow - Three months ended March 31, 2022 and 2021





Operating Activities. Net cash used in operating activities increased to
$115,535 for the three months ended March 31, 2022 compared to net cash used in
operating activities of $38,021 for the three months ended March 31, 2021. This
increase was primarily due an increase in net loss, offset by a decrease in
accounts receivable.



Investing Activities. Net cash provided by investing activities was $145,681 for
the three months ended March 31, 2022. This included cash received from the sale
of land of $86,530 and cash received from notes receivable - related party of
$59,151. There was cash provided by investing activities for three months ended
March 31, 2021 due to cash received from related party notes receivable of
$21,876.

Financing Activities. There was no cash provided by, or used in, financing activities for the three months ended March 31, 2022 and 2021.

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