You should read the following discussion of our financial condition and results of operations in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report") and with our audited consolidated financial statements, including the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Annual Report"), as filed with the U.S. Securities and Exchange Commission ("SEC"). In addition to historical consolidated financial information, the following discussion and analysis contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks and uncertainties. The words "may," "could," "should," "estimate," "project," "forecast," "intend," "expect," "anticipate," "believe," "target," "plan" and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, as well as risks referenced in our other filings with the SEC.





Overview of Our Business

We are primarily engaged in the business of providing consulting, training, and educational services for distributed ledger technologies ("blockchain"), for individual and corporate clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. We currently generate revenues and incur expenses through these consulting and educational operations. We have disposed of our entire ownership interest in CoinTracking GmbH and also divested all of our cryptocurrency assets owned by our former cryptocurrency investment segment, which has ceased operations.

The Company entered into a Stock Purchase Agreement (the "SPA") effective as of March 24, 2021 with Blockchain Training Alliance, Inc ("BTA") and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company.

BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients.

During the first quarter of 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. The mining equipment mines bitcoin and the Company began to monetize the bitcoin mined from its equipment during the nine months ended September 30, 2022, and generated $40,000 in revenue during that period. Subsequent to September 30, 2022 the Company divested all of the bitcoin mining equipment it acquired in the first quarter of 2022, and, as part of that larger transaction acquired twenty new bitcoin miners. Those new miners are not currently active due to market conditions, including the price of bitcoin, that would likely result in their being operated at an overall loss. The Company intends to put its bitcoin miners into operation when market conditions indicate they can be operated profitably, and therefore the Company may not realize additional revenues from its bitcoin mining equipment during the remainder of 2022 (or beyond).

Comparison of the three months ended September 30, 2022, and the three months September 30, 2021





Revenue

Revenues for the three months ended September 30, 2022, and September 30, 2021, were $252,733 and $109,252, respectively. Revenue for the 2022 period consisted primarily of fees received for blockchain training and consulting generated by the Company's BTA subsidiary which was acquired in April 2021.

During the first quarter of 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. The mining equipment mines bitcoin and the Company began to monetize the bitcoin mined from its equipment during the three months ended September 30, 2022 and generated approximately $21,000 in revenue.

General and administrative expenses

For the three months ended September 30, 2022, our general and administrative expenses were $305,723, a decrease of $116,251 compared to $421,974 for the period ended September 30, 2021. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees. A significant portion of the increase in expense is attributable to the BTA acquisition that occurred in the 2021 period.

Amortization expense was $10,833 and $-0- for the three months ended September 30, 2022, and September 30, 2021, respectively. Depreciation expense was $32,708 and $-0- for the three months ended September 30, 2022, and September 30, 2021, respectively.

Share-based compensation was $181,487 and $97,387 for the three months ended September 30, 2022, and September 30, 2021, respectively.





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Other income(expense)

During the three months ended September 30, 2022, other income was $4,100 compared to $135,842 during the three months ended September 30, 2021. The decrease is attributable to cryptocurrency investments that had previously been written off became valuable during the 2021 period and the Company liquidated the extent of its holdings at that time for cash.





Interest expense

During the three months ended September 30, 2022, interest expense was $47,286 compared to $4,209 during the three months ended September 30, 2021. The increase is primarily attributed to debt discount calculated on the issuance of warrants, and the issuance of promissory notes payable during the 2022 period.

Comparison of the nine months ended September 30, 2022, and the nine months September 30, 2021





Revenue

Revenues for the nine months ended September 30, 2022, and September 30, 2021, were $515,767 and $220,397, respectively. Revenue for the 2022 period consisted primarily of fees received for blockchain training and consulting generated by the Company's BTA subsidiary which was acquired in April 2021.

During the first quarter of 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. The mining equipment mines bitcoin and the Company began to monetize the bitcoin mined from its equipment during the nine months ended September 30, 2022 and generated $40,000 in revenue.

General and administrative expenses

For the nine months ended September 30, 2022, our general and administrative expenses were $1,414,053, an increase of $335,710 compared to $1,078,343 for the period ended September 30, 2021. General and administrative expenses consist primarily of costs relating to professional services, payroll, and payroll-related expenses. Professional services included in general and administrative expenses consist primarily of contracting fees, consulting fees, and accounting fees. A significant portion of the increase in expense is attributable to the BTA acquisition that occurred in the 2021 period (and the related general and administrative expenses that we began to incur through BTA starting in April 2021).

Amortization expense was $32,499 and $22,491 for the nine months ended September 30, 2022, and September 30, 2021, respectively. Depreciation expense was $76,319 and $-0- for the nine months ended September 30, 2022, and September 30, 2021, respectively.

Share-based compensation was $1,965,997 and $430,981 for the nine months ended September 30, 2022, and September 30, 2021, respectively.





Other income(expense)

During the nine months ended September 30, 2022, other income was $85,865 compared to $1,091,350 during the nine months ended September 30, 2021. The decrease is attributable to cryptocurrency investments that had previously been written off became valuable during the 2021 period and the Company liquidated the extent of its holdings at that time for cash.





Interest expense

During the nine months ended September 30, 2022, interest expense was $1,671,486 compared to $12,158 during the nine months ended September 30, 2021. The increase is primarily attributed to debt discount calculated on the issuance of warrants, and the issuance of notes payable during the period.





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Liquidity and Capital Resources

The ability to continue as a going concern is dependent upon us generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund our expenses and achieve a level of revenue adequate to support our current cost structure. Financing strategies may include but are not limited to, private placements of capital stock, debt borrowings, partnerships, and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.





The following table summarizes the primary sources and uses of cash for the
periods presented below:



                                                         Nine months ended September 30,
                                                            2022                  2021

Net cash provided by (used in) operating activities $ (1,075,585 ) $ 494,730 Net cash used in investing activities

                       (1,033,500 )         (1,349,457 )
Net cash provided by financing activities                    2,119,447              993,265
Net increase in cash and cash equivalents             $         10,362       $      138,538




Operating Activities

Net cash used in operating activities was $1,075,585 for the nine months ended September 30, 2022, compared to net cash provided by operating activities of $494,730 for the nine months ended September 30, 2021. The net cash used in operating activities during the 2022 period was primarily due to increases in general and administrative expenses of $1,414,053 for the nine months ended September 30, 2022, compared to $1,078,343 for the nine-month period ended September 30, 2021.





Investing Activities

Net cash used in investing activities was $1,033,500 for the nine months ended September 30, 2022, compared to 1,349,457 for the nine months ended September 30,2021. The decrease in cash used in investing activities was primarily due to the BTA acquisition having closed in the 2021 period, but partially offset by the acquisition of bitcoin mining equipment in February 2022.





Financing Activities

Net cash from financing activities for the nine months ended September 30, 2022, was $2,119,447, compared to $993,265 for the nine months ended September 30, 2021. The increase in net cash from financing activities was mainly due to the resulting issuance of promissory notes during the nine months ended September 30, 2022.

Trends, Events, and Uncertainties

The blockchain technology market is dynamic and unpredictable. Although we will undertake compliance efforts, including efforts with commercially reasonable diligence, there can be no assurance that there will not be a new or unforeseen law, regulation or risk factor which will materially impact our ability to continue our business as currently operated or raise additional capital to foster our continued growth.

Other than as discussed elsewhere in this Quarterly Report and our 2021 Annual Report, we are not aware of any trends, events, or uncertainties that are likely to have a material effect on our financial condition.





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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have no material changes to our Critical Accounting Policies and Estimates disclosure as filed in our 2021 Annual Report.

Recent Accounting Pronouncements

See Note 3 to the consolidated financial statements for a discussion of recent accounting pronouncements.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

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