This Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in "Item 8. Financial Statements and Supplementary Data." In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See "Forward-Looking Statements." Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.









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Business Overview


ConneXionONE Corp. (the "Company") began active business operation pursuant to its business plan which is to develop and operate a decentralized social media platform that does not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.





Recent Developments



The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has

(A) no or nominal operations; and,




 (B) either,


 a. no or nominal assets;

b. assets consisting solely of cash and cash equivalents; or,

c. assets consisting of any amount of cash and cash equivalents and nominal other


    assets.



The determination was made based on the following:

1) The Company has begun business operations in the 2nd quarter of 2022 pursuant

to its business plan. As such, the Company does not have nominal operations.

2) On June 1, 2022, the Company has entered into a Software Development and


    Operation Service Agreement with a service provider to develop and maintain
    its social media platform application. The Company has made a total payment of
    $238,000 to the service provider for the development of the platform as of
    September 30, 2022. Under the terms of the Agreement, the Company shall own
    all copyrights and intellectual property rights thereto. The initial version
    of the application was completed on October 27, 2022 and is available for
    download by the public. As such, the Company does not have assets consisting
    of any amount or solely of cash and cash equivalents and nominal other assets.



Accordingly, pursuant to the status above, the Company is a development stage company that has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment in pursuing a legitimate business as set forth in the Company's business plan. Based on the business conducted by the Company since June 2022, the Company believes it ceased being a shell company and has remained a non-shell company since then based on the most recent quarterly filings.





Going Concern



Our auditor has indicated in their reports on our financial statements for the fiscal years ended December 31, 2022, that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. A "going concern" opinion could impair our ability to finance our operations through the sale of debt or equity securities.

Results of Operations - Years ended December 31, 2022 and 2021





Revenue


We had no revenues from operations during either December 31, 2022 or 2021.

General and Administrative Expense

General and Administrative Expenses were $92,490 for the year ended, December 31, 2022 compared to $6,359 for the year ended December 31, 2021, an increase of $72,841. The increase is due to expenses incurred for the development of the business and professional fees of being a reporting company.









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Net Loss


We had a net loss of $92,490 for the year ended December 31, 2022 compared to $6,539 for the year ended December 31, 2021.

Capital Resources and Liquidity - At December 31, 2022 and 2021

Cash Used in Operating Activities

For the years ended December 31, 2022 and 2021, the Company had cash used in operating activities in the amount of $13,740 and $6,519, respectively, which were primarily due to net loss for the year, and accounts payable and accrued liabilities.

Cash Provided by Investing Activities

For the years ended December 31, 2022 and 2021, the Company had cash used in investing activities in the amount of $380,000 and $0, respectively, for the development of its platform application.

Cash Provided by Financing Activities

For the years ended December 31, 2022 and 2021, the Company had cash provided by financing activities in the amount of $398,771 and cash used in financing activities of $143,926, respectively, which consisted of working capital advances from and repayment to our CEO.

As of December 31, 2022, and 2021, we had cash and cash equivalents of $5,032 and $nil, respectively.

Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company's common stock would lose all of their investment.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.









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Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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