The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and supplementary data referred to in this Form 10-Q.

Cautionary Note About Forward-Looking Statements

This Management's Discussion and Analysis and other parts of this report contain forward-looking statements that involve risks and uncertainties, as well as current expectations and assumptions. From time to time, we may publish forward-looking statements, including those that are contained in this report, relating to such matters as anticipated financial performance, business prospects, acquisition strategies, technological developments, new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, we note that a variety of factors could cause our actual results and experience to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of our business include, but are not limited to, our ability to maintain sufficient working capital, adverse changes in the economy, the ability to attract and maintain key personnel, our ability to implement our business plan. Our actual results could differ materially from those anticipated in these forward-looking statements, including those set forth elsewhere in this report. We assume no obligation to update any such forward-looking statements.





Liquidity

We incurred a net loss for the nine months ended September 30, 2022 and had an accumulated deficit of $730,261. At September 30, 2022, we had a cash balance of approximately $188,974, compared to a cash balance of $642,908 at December 31, 2021. At September 30, 2022, we had a working capital surplus of $986,212, compared to a working capital deficit of $506,459 at December 31, 2021. Our existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.

For the nine months ended September 30, 2022, we had net cash used in operations of $919,289. Net cash provided by investing activities was $125,355 and is a reflection of the balance of the cash received as a result of the merger transaction. Net cash provided by financing activities was $340,000 which consisted of shareholder loans of $325,000 and $15,000 received under a convertible note payable.

As of September 30, 2022 and September 30, 2021, we had cash and accounts receivable in the amounts of $2,808,554 and $642,908, respectively.

We had total liabilities of $2,282,449 as of September 30, 2022, which consisted of accounts payable and accrued expenses of $256,896, notes and advances payable aggregating $525,349, payroll liabilities of $765,314, and the balance due on acquisition of $734,890.


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Capital Resources

The Company has financed its operations through revenues of its wholly-owned subsidiary and funds advanced from its shareholders and directors to meet minimum operating cash requirements. There are no written agreements for future funding by shareholders.

Results of Operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021

Our net income for the three months ended September 30, 2022 was $20,703 which was an increase of $194,888 over our net loss for the three months ended September 30, 2021 which was $174,185. The change is primarily a reflection of gross profit from operations of the Company's wholly-owned subsidiary, Job Aire Group, offset by increases in payroll expenses and general and administrative expenses.

Results of Operations for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021

Our net loss for the nine months ended September 30, 2022 was $218,203 which was a decrease of $80,937 over our net loss for the nine months ended September 30, 2021, which was $299,140. The change primarily reflects an increase in gross profit from operations of the Company's wholly-owned subsidiary, Job Aire Group, offset by increases to payroll expenses of $892,999, increases in legal and professional fees of $45,799, and a decrease in research and development expenses of $63,376 recorded by the Company during the nine months ended September 30, 2022.

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