You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and related notes appearing in this Quarterly Report on Form 10-Q. This discussion and other parts of this Quarterly Report contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. As a result of many factors, including those factors set forth in the "Risk Factors" section of this Quarterly Report, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.





Overview



We were incorporated in the State of Nevada on September 6, 2019. We have developed a cyber threat intelligence application that integrates with top end security platforms to gather, analyze, then proactively identify threats to an enterprise network. The Tego Guardian app takes in vetted and curated threat data and through a proprietary process compiles, analyzes, and delivers that data to an enterprise network in a format that is timely, informative and relevant. The first version of the Tego Guardian app integrates with the Splunk SIEM (Security Information and Event Management) platform. Splunk is a recognized industry leader in data analytics and has an established user base of over 22,000 enterprise clients including 90 of the Fortune 100 companies. The Tego Guardian app will be marketed as a value-add enhancement to an existing Splunk SIEM environment. Tego Guardian adds value by providing data enrichment: a detailed 'who, what, when and where' of any potential cyberthreat within an enterprise network environment. Other similar applications identify that something is 'bad' but do not provide any additional context, so it is up to the enterprise's cybersecurity team to analyze the threat data to establish which threats need to be acted upon. It is then up to the enterprise's cybersecurity team to analyze the threat data to establish which threats need to be acted upon. Tego Guardian automates this process thereby saving the enterprise time and money. The Tego Guardian app is now available to Splunk SIEM platform users via direct download through Splunk's app store: Splunkbase. Tego Cyber plans to develop future versions of the Tego Guardian app for integration with other leading SIEM platforms including Elastic, Devo, IBM QRadar, AT&T Cybersecurity, Exabeam and Google Chronical. The goal is to have a version of the Tego Guardian available for integration with these SIEM platforms within the next two years. For more information, please visit www.tegocyber.com.

Results of operations for the three months ended December 31, 2022 compared to the three months ended December 31, 2021





Revenues


During the three months ended December 31, 2022, we completed the first version of our threat intelligence application but had not yet realized any revenue from it as we were in the process of commercializing it and securing paying users. For the three months ended December 31, 2021, the only revenue generated was consulting services revenue of $1,050.





Operating Expenses


We incurred total operating expenses of $956,157 for the three months ended December 31, 2022, compared to $528,153 for the three months ended December 31, 2021. These amounts consisted of the following:





                             2022          2021
General & administration   $ 839,047     $ 331,661
Professional fees             88,218       159,251
Sales & marketing             55,864        37,241
Total operating expenses   $ 983,129     $ 528,153

General & administration increased by $507,386 to $839,047 for the three months ended December 31, 2022, as compared to $331,661 for the three months ended December 31, 2021, due to share-based compensation of $580,562 relating to the issuance of non-qualified stock options and performance stock units. Professional fees decreased by $71,033 to $88,218 for the three months ended December 31, 2022, as compared to $159,251 for the three months ended December 31, 2021, as we had completed our initial public listing on the OTCQB. Sales & marketing increased $18,623 to $55,864 for the three months ended December 31, 2022, as compared $37,241 for the three months ended December 31, 2021, due to the commercialization of the first version of our application.






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Net Operating Loss


We incurred a net operating loss of $983,129 for the three months ended December 31, 2022 compared to a net operating loss of $527,103 for the three months ended December 31, 2021.





Net Loss


We incurred a net loss of $1,327,148 for the three months ended December 31, 2022 compared to a net loss of $564,020 for the three months ended December 31, 2021.

Results of operations for the six months ended December 31, 2022 compared to the six months ended December 31, 2021





Revenues


During the six months ended December 31, 2022, we completed the first version of our threat intelligence application but had not yet realized any revenue from it as we were in the process of commercializing and monetizing the application to secure paying end users. For the three months ended December 31, 2021, the only revenue generated was consulting services revenue of $1,050.





Operating Expenses


We incurred total operating expenses of $2,108,927 for the six months ended December 31, 2022, compared to $971,150 for the six months ended December 31, 2021. These amounts consisted of the following:





                              2022           2021
General & administration   $ 1,719,559     $ 574,388
Professional fees              153,180       294,139
Sales & marketing              236,188       102,623
Total operating expenses   $ 2,108,927     $ 971,150

General & administration increased by $1,145,171 to $1,719,559 for the six months ended December 31, 2022, as compared to $574,388 for the six months ended December 31, 2021, due to share-based compensation of $1,205,929 relating to the issuance of non-qualified stock options and performance stock units. Professional fees decreased by $140,959 to $153,180 for the six months ended December 31, 2022, as compared to $294,139 for the six months ended December 31, 2021, as we had completed our initial public listing on the OTCQB. Sales & marketing increased $133,565 to $236,188 for the six months ended December 31, 2022, as compared to $102,623 for the six months ended December 31, 2021, due to the commercialization of the first version of our application.





Net Operating Loss


We incurred a net operating loss of $2,108,927 for the six months ended December 31, 2022 compared to a net loss of $970,100 for the six months ended December 31,





2021.



Net  Loss


We incurred a net loss of $2,645,278 for the six months ended December 31, 2022 compared to a net loss of $1,036,232 for the six months ended December 31, 2021.






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Liquidity and Capital Resources

As at December 31, 2022, we have a working capital deficit of $790,952 , a net loss of $2,645,278 and have earned $Nil revenue to cover our operating costs. We have $2,413 cash on hand and our burn rate is approximately $150,000 per month. We intend to fund future operations through debt or equity financing arrangements. Our ability to realize our business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through debt, public or private placement offerings. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Cash Flow from Operating Activities

For the six months ended December 31, 2022, the cash flows used in our operating activities was $659,786 compared to $852,063 for the six months ended December 31, 2021. This amount was primarily related to a net loss of $2,645,278 and share based compensation of $1,205,929.

Cash Flow from Investing Activities

For the six months ended December 31, 2022, the net cash used in investing activities by the Company was $160,543 compared to $165,893 for the six months ended December 31, 2021. The amount was related to the capitalization of software development costs.

Cash Flow from Financing Activities

For the six months ended December 31, 2022, the net cash provided by financing activities by the Company was $775,000 compared to $1,425,202 for the six months ended December 31, 2021. The cash provided by financing activities is related to the proceeds received from the issuance of notes payable debt and sales of our common stock.





Contractual Obligations



We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





Future Financings



We will continue to rely on equity sales of our common shares and debt proceeds in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Expected Purchase or Sale of Significant Equipment

We do not anticipate the purchase or sale of any significant equipment, as such items are not required by us at this time or in the next twelve months.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.





Critical Accounting Policies



This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to US GAAP and have been consistently applied in the preparation of the financial statements.






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Basis of Preparation


The accompanying financial statements have been prepared to present the balance sheets, the statements of operations, statements of changes in shareholders' equity and cash flows of the Company for the three and six months ended December 31, 2022, and the three and six months ended December 31, 2021 and have been prepared in accordance with US GAAP.





Use of Estimates


In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those estimates.





Concentrations of Credit Risk


Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and accounts receivable. During the fiscal periods ended December 31, 2022 and June 30, 2022, substantially all of the Company's cash was held by major financial institutions located in the United States, which management believes are of high credit quality. With respect to accounts receivable, the Company extended credit based on an evaluation of the customer's financial condition. The Company generally did not require collateral for accounts receivable and maintained an allowance for doubtful accounts of accounts receivable if necessary.





Cash


Cash consists of cash held at major financial institutions and is subject to insignificant risk of changes in value.

Receivables and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at net realizable value and do not bear interest. No allowance for doubtful accounts was made during the six month period ended December 31, 2022, based on management's best estimate of the amount of probable credit losses in accounts receivable. The Company evaluates its allowance for doubtful accounts based upon knowledge of its customers and their compliance with credit terms. The evaluation process includes a review of customers' accounts on a regular basis. The review process evaluates all account balances with amounts outstanding for more than 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. As of December 31, 2022, there was no allowance for doubtful accounts and the Company does not have any off-balance-sheet credit exposure related to its customers.

Fair Value of Financial Instruments

Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures", adopted January 1, 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The Company's financial instruments include cash, current receivables and payables. These financial instruments are measured at their respective fair values. The three levels are defined as follows:

Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value.

For cash, accounts receivables, subscription receivables, and accounts payable and accrued liabilities, it is management's opinion that the carrying values are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.






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Management believes it is not practical to estimate the fair value of related party receivables and payables because the transactions cannot be assumed to have been consummated at arm's length, the terms are not deemed to be market terms, there are no quoted values available for these instruments, and an independent valuation would not be practical due to the lack of data regarding similar instruments, if any, and the associated potential costs.





Revenue Recognition


Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("Topic 606"), was adopted by the Company as of September 6, 2019. The Company's revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the "modified retrospective" transition method for open contracts for the implementation of Topic 606. As revenues are and have been primarily from consulting and management services, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company's accompanying financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

The Company has no revenue in this period, however, when the Company has revenue from providing consulting and management services under Topic 606 will be recognized in a manner that reasonably reflects the delivery of services to customers in return for expected consideration and includes the following elements:





    -      executed contracts with the Company's customers that it believes are
           legally enforceable;
    -      identification of performance obligations in the respective contract;
    -      determination of the transaction price for each performance obligation
           in the respective contract;
    -      allocation of the transaction price to each performance obligation; and
    -      recognition of revenue only when the Company satisfies each performance
           obligation.



These five elements as applied to the Company's consulting and management services results in revenue recorded as services are provided.





Income Taxes


The Company uses the asset and liability method of accounting for income taxes pursuant to ASC 740 "Income Taxes". ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The provision for income taxes represents current taxes payable net of the change during the period in deferred tax assets and liabilities.





Earnings per Share


Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments unless the effect is to reduce a loss or increase earnings per share. .






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Recently Issued Accounting Pronouncements

In June 2018, the Financial Accounting Standards Board (the "FASB") issued ASU 2018-07, "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting", to include share-based payment transactions for acquiring goods and services from nonemployees. ASU 2018-07 simplifies the accounting for nonemployee share-based payments, aligning it more closely with the accounting for employee awards.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) did not or are not expected to have a material impact on the Company's present or future financial statements.

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