FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management's plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





The Company

Prior to the transactions that took place on January 9, 2019, we were a lifelogging software company that developed and hosted a proprietary cloud-based software solution ?accessible on iOS and Android devices that offers an enhanced media experience for consumers by augmenting ?videos, livestreams and photos with additional context information and providing a platform that makes it easy to ?find and use that data when viewing or sharing media. Subsequent to transactions that took place on January 9, 2019, in addition to its lifelogging software business, the Company has been structured as a holding company ?with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities.?





RESULTS OF OPERATIONS

Three months ended March 31, 2020, as compared to three months ended March 31,2019

The following comparative analysis on results of operations was based primarily on the comparative financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three months ended March 31, 2020 and 2019. For comparative purposes, we are comparing the three months ended March 31, 2020, to the three months ended March 31, 2020. The following discussion should be read in conjunction with the Company's financial statements and the related notes included in this quarterly report.





Revenue

Total revenue was $0 for the three-month periods ended March 31, 2020 and March 31, 2019, respectively.





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Cost of Revenue

We had no cost of revenues for the period ended March 31, 2020 or the period ended March 31, 2019 as we had no revenues.





Operating Expenses

Total operating expenses were $210,590 and $194,321 for the three months ended March 31, 2020 and March 31, 2019, respectively. The increase is operating expenses can also be attributed to the general and administrative expenses incurred by the Company during the period.





Other Income (Expenses)

Other expenses for the three-month period ended March 31, 2020 increased by $1,788,428 compared to the three-month period ended March 31, 2019, as a result of the increase in the interest expense on convertible notes and also due to loss on derivatives.





Net Loss

The net loss was $2,011,624 and $206,927 for the three months ended March 31, 2020 and March 31, 2019, respectively. This increase is a result of the increase in operating expenses and other expenses discussed above.





Liquidity

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of March 31, 2020, our working capital deficit amounted to $1,953,033 an increase of $1,938,966 as compared to $14,067 as of December 31, 2019. This increase is primarily a result of the Company entering into its operating lease for administrative operations.

Net cash used in operating activities was ($369,974) during the three-month period ended March 31, 2020 compared to cash provided by operating activities of $4,686 in the three-month period ended March 31, 2019. The increase in cash used in operating activities is primarily attributable to our net loss increasing from $206,927 in the three-month period ended March 31, 2019 compared to $2,011,624 in the three-month period ended March 31, 2020.





Capital Resources

The Company is a holding company and its liquidity needs are primarily for fixed and recurring operational expenses.

As of March 31, 2020, the Company had $313,648 of cash and cash equivalents compared to $nil as of December 31, 2019. On a stand-alone basis, as of March 31, 2020, the Company had cash and cash equivalents of $313,648 compared to $nil at December 31, 2019.

Our subsidiaries' principal liquidity requirements arise from cash used in operating activities, debt service, R&D expenditures, development of back-office systems, operating costs and expenses, and income taxes.

We expect to finance our future growth and operations, through public offerings and private placements of debt and equity securities, credit facilities, vendor financing, capital lease financing and other financing arrangements, as well as cash generated from the operations of our subsidiaries. In the future, we may also choose to sell assets or certain investments to generate cash.

At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations and other cash needs for our operations for at least the next twelve months through a combination of distributions from our subsidiaries and from raising of debt or equity, refinancing of certain of our indebtedness or preferred stock, other financing arrangements and/or the sale of assets and certain investments. We anticipate that as we continue to scale our operations, we will reinvest cash and receivables into the growth of our various businesses, and therefore do not anticipate keeping a large amount of cash on hand at the holding company level. The ability of our subsidiaries to make distributions to the Company is and will be in the future subject to numerous factors, including restrictions contained in each subsidiary's financing agreements, regulatory requirements and the availability of sufficient funds at each subsidiary. Although the Company believes that it will be able to raise equity capital, refinance indebtedness or preferred stock, enter into other financing arrangements or engage in asset sales and sales of certain investments sufficient to fund any cash needs that we are not able to satisfy with the funds expected to be provided by our subsidiaries, there can be no assurance that it will be able to do so on terms satisfactory to the Company if at all. Such financing options, if pursued, may also ultimately have the effect of negatively impacting our liquidity profile and prospects over the long-term. In addition, the sale of assets or the Company's investments may also make the Company less attractive to potential investors or future financing partners.





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Current and Future Financings

Promissory Note Purchase Agreement

On March 2, 2020 (the "Issue Date"), the Company entered into a promissory note purchase agreement (the "Purchase Agreement") with SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (the "Purchaser" or "SBI"), on behalf of itself and the other note purchasers (collectively, the "Purchasers"), pursuant to which the Purchasers purchased from the Company (i) 12% convertible promissory notes of the Company in an aggregate principal amount of $845,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Notes", and each, a "Note"), convertible into shares (the "Conversion Shares") of Class A common stock of the Company (the "Class A Common Stock") and (ii) warrants (each a "Warrant" and together, the "Warrants") to acquire up to 4,447,368 shares of Class A Common Stock (the "Warrant Shares"). The maturity date of the Notes shall be on that day that is nine (9) months after the Issue Date (the "Maturity Date"), and is the date upon which the principal amount of the Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable.





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Under the terms of the Notes, the Purchasers shall have the right at any time on or after the Issue Date, to convert (a "Conversion") all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes, and any other amounts owed under the Notes, into fully paid and non-assessable shares of Class A Common Stock, or any shares of capital stock or other securities of the Company into which such Class A Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below); provided, however, that in no event shall any Purchaser be entitled to convert any portion of any of the Notes in excess of that portion of any Note upon conversion of which the sum of (1) the number of shares of Class A Common Stock beneficially owned by the Purchaser and its affiliates (other than shares of Class A Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Class A Common Stock issuable upon the conversion of the portion of any Note with respect to which the determination of this provision is being made, would result in beneficial ownership by any Purchaser and its affiliates of more than 4.99% of the outstanding shares of Class A Common Stock (the "Maximum Share Amount"). The "Conversion Price" per share shall be the lower of (i) $0.095 or (ii) the Variable Conversion Price (as defined below) (subject to adjustment). The "Variable Conversion Price" shall mean 70% multiplied by the Market Price (as defined below). "Market Price" means the lowest Trading Price (as defined below) for the Class A Common Stock during the fifteen (15) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. "Trading Price" or "Trading Prices" means, for any security as of any date, the lowest VWAP price on the Over-the-Counter Pink Marketplace, OTCQB, or applicable trading market (the "Trading Market") as reported by a reliable reporting service designated by a Purchaser (i.e. www.Nasdaq.com) or, if the Trading Market is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets.

Under the terms of the Warrants, the exercise price per share of the Class A Common Stock under each Warrant shall be equal to $0.095 per share, subject to adjustment (the "Exercise Price") and each Warrant contains a cashless exercise option. Each Warrant has a term of five (5) years from the Issue Date.





Subsequent Events

The Company's management has evaluated subsequent events up to the date the unaudited consolidated financial statements were issued, pursuant to the requirements of ASC 855 and has determined there were no material subsequent events.





Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-Balance Sheet Arrangements

Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. As of March 31, 2020, we have no off-balance sheet arrangements.





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CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 of our Unaudited Consolidated Financial Statements included elsewhere in this Quarterly Report.

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