What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-12 compared with 2022-11-04 · 242 added, 274 removed, 130 unchanged (80% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Quarterly Report Form 10-Q contains forward-looking statements.

6 unchanged sentences

pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future

Company intends to build a diversified global financial services company driven by proprietary Condor trading technologies, complementary

Company is building a diversified global financial services company driven by proprietary Condor trading technologies, complementary

regulatory licenses, and a proven executive team.

The Company plans to acquire, integrate, transform, and scale legacy financial service

The Company believes that its proprietary technology and software development capabilities allow legacy financial services

companies immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets.

December 2021, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size legacy

financial services companies.

The Company believes its proprietary technology and software development capabilities allow legacy financial services companies

immediate exposure to –forex, stocks, ETFs, commodities, crypto, social/copy trading, and other high-growth fintech markets.

December 2021 onwards, the Company expects to grow from its acquisition strategy, specializing in buying and integrating small to mid-size

legacy financial services companies.

The Company intends to build a diversified global software-driven financial services company.

plans to acquire, integrate, transform, and scale legacy financial service companies.

The Company replaces conventional legacy software

infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience, increase

client retention, and realize cost synergies.

Post-acquisition

of ADS, we have two primary business segments, (1) Wealth Management and (2) Technology and Software Development.

Company plans to acquire, integrate, transform, and scale legacy financial service companies.

The Company replaces conventional legacy

software infrastructure with its regulatory-grade proprietary Condor trading technologies, intending to improve end-user experience,

increase client retention, and realize cost synergies.

we have three primary business segments, (1) Wealth Management, (2) Technology and Software Development, and (3) Margin Brokerage Business.

The Company has signed a definitive agreement to acquire a controlling interest in the US Brokerage business pending regulatory approval.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic that continues throughout

2 unchanged sentences

Cyprus, and reported infections globally.

Many countries worldwide, including the United States, have significant governmental measures

being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the

movement of people, and other material limitations on our business.

These measures have resulted in work stoppages, absenteeism in the

Company’s labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future

developments.

Many countries worldwide, including the United States, have implemented significant governmental

measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement

of people, and other material limitations on our business.

These measures have resulted in work stoppages, absenteeism in the Company’s

labor workforce, and other disruptions.

The extent to which the coronavirus impacts our operations will depend on future developments.

These developments are highly uncertain.

We cannot predict them with confidence, including the duration and severity of

the outbreak and the actions required to contain the coronavirus or treat its impact.

In particular, the continued spread of the coronavirus

globally could adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional

capital, which could harm our business, financial condition, and operation results.

We cannot predict them with confidence, including the duration and severity of the outbreak

and the actions required to contain the coronavirus or treat its impact.

In particular, the spread of the coronavirus globally could

adversely impact our operations and workforce, including our marketing and sales activities and ability to raise additional capital,

which could harm our business, financial condition, and operation results.

geopolitical situation in Eastern Europe intensified on February 24, 2022, with Russia’s invasion of Ukraine.

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of the date of this report, there has been no disruption in our operations.

July 19, 2022, the Company signed a non-binding letter of intent to acquire eighty percent (80%) equity interest in CIM Securities, LLC

(“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company paid a $20,000 non-refundable deposit

and transferred $180,000 to the escrow account to complete the transaction.

The FINRA Rule 1017 requires the Company to file continuing

membership applications (CMAs) as it plans to apply for changes in ownership, control, and business operations.

The Company expects to file the CMA form by the end of fiscal 2022.

December 22, 2021, the Company entered into a Share Exchange Agreement (the “Agreement”) with AD Financial Services Pty Ltd

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ADS provides licensing solutions for financial advisers & accountants in Australia.

ADS offers different licensing,

compliance, and education solutions to financial planners to meet the specific needs of their practice.

Management Revenue:

Three months ended

September 30, 2022

Three months ended

September 30, 2021

Cost of sales, $

Gross Profit (loss), $

Nine months ended

September 30, 2022

Nine months ended

September 30, 2021

Cost of sales, $

Gross Profit (loss), $

Consolidated in the Company

financial statements.

revenues, cost of sales, and gross profits for the nine months ended September 30, 2022, were $4.35 million, $3.94 million, and $0.41

million, respectively.

and Software Development

& Software Revenue:

Three months ended

September 30, 2022

Three months ended

September 30, 2021

Cost of sales, $

Gross Profit (loss), $

Nine months ended

September 30, 2022

Nine months ended

September 30, 2021

ADS offers financial planners

different licensing, compliance, and education solutions to meet their practice’s specific needs.

Management Revenue & Gross Margins:

Fiscal year ended

March 31, 2023

Fiscal year ended

March 31, 2022

Cost of sales, $

Gross Profit (loss), $

consolidated revenues, cost of sales, and gross profits for Technology and Software Development for the nine months ended September 30,

2022, were $249,000, $140,019, and $108,981, respectively.

Company is developing Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading

& Software Development – Condor Trading Technology

Company has three sources of revenue.

Solutions – The Company licenses its proprietary and sometimes resells third-party technologies to customers.

Our proprietary

technology includes but is not limited to Condor Risk Management Back Office (“Condor Risk Management”), Condor Pro Multi-Asset

Trading Platform (previously known as Condor FX Pro Trading Terminal), Condor Pricing Engine, Crypto Web Trader Platform, and other

cryptocurrency-related solutions.

Software Development – The Company develops software for Customers with unique requirements outlined in the Software Development

Agreement (“Agreement”).

Services – The Company’s turnkey business solutions - Start-Your-Own-Brokerage (“SYOB”), Start-Your-Own-Prime

Brokerage (“SYOPB”), Start-Your-Own-Crypto Exchange (“SYOC”), FX/OTC liquidity solutions, and lead generations.

Company has completed the Condor Pro Multi-Asset Trading Platform, previously known as the Condor FX Trading Platform.

The Condor Pro

Multi-Asset Trading Platform is a regulatory-grade trading platform targeted at day traders and retail investors.

The industry characterized

such platforms by their ease of use and helpful features, such as the simplified front-end (user interface/user experience), back-end

(reporting system), news feeds, and charting system.

The Condor Pro Multi-Asset Trading Platform includes risk management (dealing desk,

alert system, margin calls, etc.), a pricing engine (best bid/ask), and connectivity to multiple liquidity providers or market makers.

We have tailored the Condor Pro Multi-Asset Trading Platform to markets such as forex, stocks, commodities, cryptocurrencies, and other

financial products.

Company released, marketed, and distributed its Condor Pro Multi-Asset Trading Platform in the second quarter of the fiscal year, December

The Company has developed the Condor Back Office API to integrate third-party CRM and banking systems into Condor Back Office.

Company has thirteen (13) licensing agreements for its Condor Pro Multi-Asset Trading Platform.

The Company continuously negotiates additional

licensing agreements with several retail online brokers to use the Condor Pro Multi-Asset Trading Platform.

Condor Pro Multi-Asset Trading

Platform is available in desktop, web, and mobile versions.

Company’s upgraded Condor Back Office (Risk Management) meets various jurisdictions’ regulatory requirements.

Office meets the directives under the Markets in Financial Instruments Directive (MiFID II/MiFIR), legislation by European Securities

and Market Authority (ESMA) implemented across the European Union on January 3, 2018.

Company is developing the Condor Investing & Trading App, a simplified trading platform for traders with varied experiences in trading

stocks, ETFs, and other financial markets from their mobile phones.

The Company expects to commercialize the Condor Investing & Trading

App by the end of the second quarter of the fiscal year ended December 31, 2022.

The Condor Investing & Trading App will be used

by a global online broker authorized and regulated by the UK Financial Conduct Authority.

The Company plans to market, distribute, and

license the Condor Investing & Trading App in the US and globally.

App by the end of the second quarter of the fiscal year ending December 31, 2023.

Company had developed NFT Marketplace, a decentralized NFT marketplace, a multichain platform with a lazy minting option to reduce and

limit unnecessary blockchain usage fees, also known as gas fees.

The Company expects to commercialize the NFT Marketplace by the end

of the fourth quarter of the fiscal year ended December 31, 2022.

Company and its subsidiary, ADS, are developing a digital wealth management company, which will initially include a Robo Advice Platform

catering to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal

year ending December 31, 2022.

The Company has no plans to commercialize the NFT Marketplace in the

fiscal year ending December 31, 2023, as the market for NFT has slowed considerably.

Company and its subsidiary, ADS, intend to develop a digital wealth management company, initially including a Robo Advice Platform catering

to Australia’s wealth management industry.

The Company expects to commercialize the Robo Advice Platform by the fiscal year ending

December 31, 2023.

& Software Development Revenue & Gross Margins:

Fiscal year ended

March 31, 2023

Fiscal year ended

March 31, 2022

Cost of sales, $

Gross Profit (loss), $

Gross Margins, %

For the three months ended March 31, 2023, and 2022, the Company had thirteen (13) and four (4) active customers.

The increase in customers increased Technology & Software Development Revenue for the three months ending March 31, 2023, compared

to the previous period.

Brokerage (Europe and the Middle East) – NSFX Ltd.

December 31, 2022, the Company announced the sales purchase agreement (“Agreement”) under which the Company acquired a 50.10%

equity interest in New Star Capital Trading Ltd., a British Virgin Island company (“New Star”) and its operating subsidiary

NSFX Ltd (“NSFX”).

NSFX is an online trading brokerage firm regulated by the Malta Financial Services Authority (MFSA).

Company will assume a business acquisition loan liability of $350,000 to purchase the controlling interest in NSFX.

The Company amended

the Agreement to February 28, 2023, to comply with the BVI Companies Act requirement for the change of ownership.

The Company expects

to consolidate the fair value of NSFX’s assets and liabilities on or after February 28, 2023, but no later than June 30, 2023.

is authorized to deal with its account (market maker) as a Category 3 licensed entity by the MFSA, receive and transmit orders for retail

and professional clients, and hold and control clients’ money and assets.

NSFX trading platform services in the English, French,

German, Italian, and Arabic-speaking markets, whereby customers can trade in currency, commodity, equity, and cryptocurrency-linked derivatives

in real-time.

Brokerage – CIM Securities, LLC

July 19, 2022, the Company signed a non-binding letter of intent to acquire fifty-one percent (51%) equity interest in CIM Securities,

LLC (“CIM Securities”), a FINRA and SIPC member firm.

On September 30, 2022, the Company signed a definitive agreement pending

regulatory approval, paid a $20,000 non-refundable deposit, and transferred $180,000 to the escrow account to complete the transaction.

The Company filed the CMA form with FINRA in February 2023.

Once the Company receives approval from FINRA and pays the balance of $180,000,

it will start consolidating income statements and balance sheets as it holds the controlling interest in CIM Securities.

Financial Summary

Company has prepared consolidated financial statements on a going concern basis, which contemplates the realization of assets and the

settlement of liabilities and commitments in the ordinary business course.

Company has earned $6,380,869 in revenues from January 21, 2016 (inception) to September 30, 2022.

of December 31, 2020, the Company has issued four convertible notes collectively known as FRH Group Note (“Note for net cash proceeds

The Company generated $10,242,852 in revenues from January

21, 2016 (inception) to March 31, 2023.

For the three months ending March 31, 2023, and 2022, the Company generated $1,545,687 and $1,541,122

At March 31, 2023, the Company had a cash balance of $139,844 and an accumulated deficit

of $4,572,228.

The Company has extended the FRH Group Note maturity date to September 30, 2021.

On February 22, 2021, the Company entered

into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four

FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080 of unregistered common stock

of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH Group Corporation, an entity

also owned by Mr.

Company secures and earns revenues by signing an agreement with its customers.

The Company considers a signed agreement with its customers,

a binding contract with the customer, or other similar documentation reflecting the terms and conditions under which the Company will

provide products or services as persuasive evidence of an arrangement.

Each agreement is specific to the customer and clearly defines

each party’s fee schedule, duties and responsibilities, renewal and termination terms, confidentiality agreement, dispute resolution,

and other clauses necessary for such contract.

The material terms of agreements with customers depend on the nature of services and solutions.

Each contract is specific to the customer and clearly defines each party’s fee schedule, duties and responsibilities, renewal and

termination terms, confidentiality agreement, dispute resolution, and other clauses necessary for such contract.

Condition At September 30, 2022

September 30, 2022, the accumulated deficit was $4,205,663.

Our cash balance is $246,064 as of September 30, 2022.

At September 30, 2022,

the working capital deficit was $730,545.

Condition at March 31, 2023

March 31, 2023, the accumulated deficit, cash balance, and working capital deficit were

$4,572,228, $139,844, and $201,099, respectively.

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000.

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.

Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash

flow positive, and raise funds through private placement offerings and debt financing.

As the Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2023.

Condition at December 31, 2022

December 31, 2022, the accumulated deficit, cash balance, and working capital deficit were $4,335,053, $264,829, and 550,098, respectively.

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),

10 unchanged sentences

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000.

Company intends to continue its efforts to enhance its revenue from its diversified portfolio of technological solutions, become cash

flow positive, and raise funds through private placement offerings and debt financing.

As the Company increases its customer base globally,

it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2022.

Condition at December 31, 2021

December 31, 2021, the Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the

issuance of 12,569,080 of unregistered common stock of the Company (the “Shares”) to FRH.

Therefore, there was no current

or non-current portion of convertible notes payable and accrued interest.

On December 31, 2021, the accumulated deficit was $3,230,679.

Our cash balance is $93,546 as of December 31, 2021.

We do not believe that our cash balance is sufficient to fund our operations;

a result, the Company has raised additional capital as disclosed in Subsequent Events from the Investment Agreement and debt.

31, 2021, the working capital deficit was $199,132.

Company executed two “Purchase Notice Right” under an Investment Agreement with White Lion and received a net of $23,551

after deducting financing costs associated with the Investment Agreement for the fiscal year ended December 31, 2021.

The Company also

received a net amount of $81,000 from the related parties to fund its operations.

Our cash balance is $93,546 as of December 31, 2021.

The Company did not receive additional funding from U.S.

Small Business Administration (SBA) or Cares Act Paycheck Protection Program

during the fiscal year ending December 31, 2021.

We do not believe our cash balance is sufficient to fund our operations.

Company intends to continue its efforts to enhance its revenue from its acquisition strategy and diversified portfolio of technological

solutions, become cash flow positive, and raise funds through private placement offerings and debt financing.

As the Company increases

its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond fiscal 2022.

do not believe that our cash balance is sufficient to fund our operations and growth;

as a result, the Company plans to raise additional

capital as disclosed in Subsequent Events.

The Company intends to continue its efforts to enhance its revenue from its diversified portfolio

of technological solutions, become cash flow positive, and raise funds through private placement offerings and debt financing.

Company increases its customer base globally, it intends to acquire long-lived assets that will provide a future economic benefit beyond

OF OPERATIONS

Months Ended September 30, 2022, compared with Three Months Ended September 30, 2021

Company had six active customers for the three months ended September 30, 2022, and 2021.

Revenues from the top three (3) customers represented

approximately 85.71% and 89.36% of Technology and Software revenue for the three months that ended September 30, 2022, and 2021.

consolidated revenues for the three months ended September 30, 2022, and 2021 were $1,530,126 and $73,925, respectively.

Months Ended March 31, 2023, compared with Three Months Ended March 31, 2022

the three months ended March 31, 2023, and 2022, the Company had thirteen (13) and four (4) active customers.

Revenues generated

from the top three (3) customers represented approximately 61.20% and 95.42% of Technology and Software revenue for the three months

ended March 31, 2023, and 2022.

consolidated revenues for the three months ended March 31, 2023, and 2022 were $1,545,687 and $1,541,122, respectively.

During the three

months ended September 30, 2022, and 2021, the Company incurred a net loss of $217,432 and $490,391.

total revenue breakdown for the three months ended September 30, 2022, and 2021 is below:

months ended March 31, 2023, and 2022, the Company incurred a net loss of $237,175 and $389,196.

total revenue breakdown for the three months ended March 31, 2023, and 2022 is below:

Three Months Ended

September 30,

Revenue Description

2 unchanged sentences

Software Development

the three months ended September 30, 2022, and 2021, the Company incurred general and administrative costs (‘g and a’) of

the three months ended March 31, 2023, and 2022, the Company incurred general and administrative costs (“g and a”) of $494,689

and $389,054 (excluding amortization expenses), respectively.

The increase in ‘g and a’ costs for the three months

ended September 30, 2022, is due to the rise in legal and professional fees, financing costs, and ADS’ ‘g and a’.

‘g and a’ expenses were 21.23% and 290.89% of the revenue for the three months ended September 30, 2022, and 2021, respectively.

Amortization expense was $19,032 and $68,616 for the three months ended September 30, 2022, and 2021 respectively, included in the cost

The amortization expense for the three months ended September 30, 2022, and 2021 are due to the cumulative amortization expense

of Condor Web Trader and Condor Mobile Trader.

rental expense was $5,721 and $7,707 for the three months ended September 30, 2022, and 2021, respectively.

Effective October 29, 2019,

the Company rents its servers, computers, and data center from an unrelated third party.

Under the rent Agreement, the lessor provides

furniture and fixtures and any leasehold improvements at 200 Spectrum Drive, Suite 300, Irvine, CA 92618, as discussed in Note 2.

February 2019, the Company leases office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus, from an

unrelated party for a year.

The increase in g and a costs for the three months ended March 31, 2023,

is due to the rise in legal and professional fees, financing costs, and ADS’ g and a.

The g and a expenses were 32.00% and 25.24%

of the revenue for the three months ended March 31, 2023, and 2022, respectively.

Amortization expense was $19,032 and $60,494 for the

three months ended March 31, 2023, and 2022 respectively, included in the Cost of sales.

The amortization expense for the three months

ended March 31, 2023, are due to the cumulative amortization expense of Condor Web Trader and Condor Mobile Trader.

The amortization

expense for the three months ended March 31, 2022, due to the cumulative amortization expense of Condor Pro Multi-Asset Trading Platform

(Desktop), Condor Web Trader, and Condor Mobile Trader.

rental expense was $6,195 and $7,421 for the three months ended March 31, 2023, and 2022, respectively.

Effective October 29, 2019, the

Company rents its servers, computers, and data center from an unrelated third party.

Under the rent Agreement, the lessor provides furniture

and fixtures and any leasehold improvements at 200 Spectrum Drive, Suite 300, Irvine, CA 92618, as discussed in Note 2.

Effective February

2019, the Company leases office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus, from an unrelated

party for a year.

The Company uses the office for sales and marketing in Europe and Asia.

The office’s rent payment is

$1,750 per month, included in the General and administrative expenses.

From February 2020, the Company extended the agreement for one

year at $1,750 per month.

The office’s monthly rent payment is

we have included in the General and administrative expenses.

From February 2020, the Company extended the one-year agreement

to $1,750 monthly.

Effective April 2019, the Company leases office space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated

party for an eleven-month term.

The office’s rent payment is $500 per month, included in the General and administrative expenses.

From March 2020, this agreement continues month-to-month until the Company or the lessor chooses to terminate the agreement’s terms

The office’s rent payment is $500 monthly, including the General and administrative expenses.

March 2020, this agreement continues month-to-month until the Company or the lessor chooses to terminate the agreement’s terms

by giving thirty days’ notice.

3 unchanged sentences

Company incurred $30,005 and $169,393 in sales, marketing, and advertising costs (“sales and marketing”) for the three months

ended September 30, 2022, and 2021.

The increase in expense is mainly due to the rise in digital marketing costs for the three-month

ended September 30, 2022.

The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing

on industry websites, press releases, and public relations activities.

The sales, marketing, and advertising expenses represented 4.55%

and 375.15% of the sales for the three months ended September 30, 2022, and 2021.

Months Ended September 30, 2022, compared with Nine Months Ended September 30, 2021

Company had six active customers for the nine months ended September 30, 2022, and 2021.

Revenues from the top three (3) customers represented

approximately 86.16% and 78.15% of Technology and Software revenue for the six months that ended September 30, 2022, and 2021.

consolidated revenues for the nine months ended September 30, 2022, and 2021 were $4,597,097 and $221,003, respectively.

During the nine

months ended September 30, 2022, and 2021, the Company incurred a net loss of $1,002,849 and $977,933.

total revenue breakdown for the nine months ended September 30, 2022, and 2021 is below:

Nine Months Ended

September 30,

Revenue Description

Wealth Management

Technology Solutions

Software Development

the nine months ended September 30, 2022, and 2021, the Company incurred general and administrative costs (‘g and a’) of

$1,169,972 and $487,320 (excluding amortization expenses), respectively.

The increase in ‘g and a’ costs for the nine months

ended September 30, 2022, is due to the rise in legal and professional fees, financing costs, and ADS’ ‘g and a’.

‘g and a’ expenses were 25.45% and 220.50% of the revenue for the nine months ended September 30, 2022, and 2021, respectively.

Amortization expense was $140,019 and $205,847 for the nine months ended September 30, 2022, and 2021 respectively, included in the cost

The amortization expense for the nine months ended September 30, 2022, and 2021 are due to the cumulative amortization expense

of Condor Web Trader and Condor Mobile Trader.

rental expense was $20,323 and $22,765 for the nine months ended September 30, 2022, and 2021, respectively.

Effective October 29, 2019,

the Company rents its servers, computers, and data center from an unrelated third party.

Under the rent Agreement, the lessor provides

furniture and fixtures and any leasehold improvements at 200 Spectrum Drive, Suite 300, Irvine, CA 92618, as discussed in Note 2.

February 2019, the Company leases office space at Suite 205, Building 9, Potamos Germasogeia, 4047, Limassol District, Cyprus, from an

unrelated party for a year.

The Company uses the office for sales and marketing in Europe and Asia.

The office’s rent payment is

$1,750 per month, included in the General and administrative expenses.

From February 2020, the Company extended the agreement for one

year at $1,750 per month.

Effective April 2019, the Company leases office space at Suite 512, 83 Plan, Chelyabinsk, Russia, from an unrelated

party for an eleven-month term.

The office’s rent payment is $500 per month, included in the General and administrative expenses.

From March 2020, this agreement continues month-to-month until the Company or the lessor chooses to terminate the agreement’s terms

by giving thirty days’ notice.

The Company uses the office for software development and technical support.

Effective August 2022,

the Company closed its offices in Russia and relocated its team to Turkey.

Company incurred $309,140 and $499,320 in sales, marketing, and advertising costs (“sales and marketing”) for the nine months

ended September 30, 2022, and 2021.

The increase in expense is mainly due to the rise in digital marketing costs for the nine months

ended September 30, 2022.

The sales and marketing cost mainly included travel costs for tradeshows, customer meet and greet, online marketing

on industry websites, press releases, and public relations activities.

ended March 31, 2023, and 2022.

The sales and marketing costs mainly included travel costs for tradeshows, customer meetings, online

marketing on industry websites, press releases, and public relations activities.

The sales, marketing, and advertising expenses represented

and 225.93% of the sales for the nine months ended September 30, 2022, and 2021.

1.94% and 10.99% of the sales for the fiscal year ending March 31, 2023, and 2022, respectively.

AND CAPITAL RESOURCES

September 30, 2022, and December 31, 2021, we had a cash balance of $246,064 and $93,546, respectively.

the next twelve (12) months, the Company will continue investing in sales, marketing, product support, new technology solutions, and

existing technology to serve our customers.

We expect capital expenditures to increase to up to $100,000 in the next twelve (12) months

to support the growth, mainly software development and the purchase of computers and servers.

Also, the Company estimates additional

expenditure needed to be $200,000, which provides for $50,000 and $150,000 for sales and marketing and working capital, respectively.

March 31, 2023, and December 31, 2022, we had a cash balance of $139,844 and $264,829, respectively.

the next twelve (12) months, the Company will continue investing in sales, marketing, product development, new technology solutions,

and existing technology support to serve our customers.

We expect capital expenditures to increase to $500,000 in the next twelve (12)

months to support the growth, including working capital, software development, sales & marketing, and purchasing computers and servers.

expect the combination of existing cash, cash equivalents, cash flows from operations, and access to private equity and capital markets

to be sufficient for at least twelve (12) months.

The availability of funds will fund our operating activities to meet the need for investing

and financing, such as debt maturities and material capital expenditures.

However, we may need additional funds to achieve a sustainable

sales level to fund our ongoing operations out of revenues.

There is no assurance that any additional financing will be available or,

if available, on terms that will be acceptable to us.

we require additional capital, the Company’s operations are insufficient to fund its capital requirements.

The Company may attempt

to raise capital by selling additional capital stock or debt issuance.

The Company intends to continue its efforts in growing its operations

and raising funds through private equity and debt financing.

to restructure Notes, refinance existing Notes with financial institutions, or raise capital by selling additional capital stock or debt

The Company intends to continue growing its operations and raising funds through private equity and debt financing.

February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal shareholder.

June 1, 2017, we raised an aggregate of $98,000 through our common stock’s private placement to our officers, directors, friends,

relatives, and business associates.

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for $4,950.

Company closed its offering effective February 26, 2019.

June 1, 2017, we raised $98,000 through our common stock’s private placement to our officers, directors, friends, relatives, and

business associates.

Between February 22, 2016, and April 24, 2017, the Company borrowed $1,000,000 from FRH Group, a founder and principal

shareholder (“FRH”).

The Company executed Convertible Promissory Notes, due between February 28, 2018, and April 24, 2019.

The Notes were convertible into common stock initially at $0.10 per share but may be discounted under certain circumstances.

will the conversion price be less than $0.05 per share with a maximum of 20,000,000 shares.

January 29, 2019, to February 15, 2019, the Company issued 33,000 registered shares under the Securities Act of 1933 for a cash amount

The Company closed its offering effective February 26, 2019.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080

of unregistered common stock of the Company (the “Shares”) to FRH.

Following the Agreement, FRH assigned the Shares to FRH

Group Corporation, also owned by Mr.

May 01, 2020, the Company received proceeds of Fifty-Thousand Six Hundred and Thirty-Two ($50,632) from the Promissory Note (“PPP

Note”) under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

May 22, 2020, the Company received hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900).

July 15, 2020, the Company engaged Kingswood Capital Markets, a Benchmark Investments division, Inc., to act as its exclusive general

financial advisor for strategic corporate planning and investment banking services.

On August 25, 2020, the Company and Broker-Dealer

terminated all obligations other than maintaining confidentiality, with no fees to the Broker-Dealer.

The Broker-Dealer agreed to return

the 2,745,053 shares of the Company’s common stock.

May 22, 2020, the Company received proceeds of one hundred and forty-four thousand nine hundred and 00/100 Dollars ($144,900.00).

July 15, 2020, the Company engaged Kingswood Capital Markets, a Benchmark Investments division, Inc., as its exclusive general financial

advisor for strategic corporate planning and investment banking services.

On August 25, 2020, the Company and Broker-Dealer terminated

all obligations other than maintaining confidentiality with no fees to the Broker-Dealer.

The Broker-Dealer agreed to return the 2,745,053

shares of the Company’s common stock.

September 02, 2020, the Company engaged Garden State Securities Inc.

(GSS) to act as its exclusive advisor for the private placement

of debt or equity securities to fulfill the Company’s business plan and offer debt securities to assist in the Company’s

(GSS) as its exclusive advisor for the private placement of debt

or equity securities to fulfill the Company’s business plan and an offering of debt securities to assist in the Company’s

acquisition strategy.

The Company terminated the engagement as of June 28, 2021.

February 22, 2021, the Company entered into an Assignment of Debt Agreement (the “Agreement”) with FRH and FRH Group Corporation.

The Company eliminated all four FRH Group convertible notes, including interest, of $1,256,908, in return for the issuance of 12,569,080

of unregistered common stock of the Company (the “Shares”) to FRH.

The debt reduction should enable the Company to raise

capital at favorable terms and conditions.

February and September 2021, the Company received $95,000 from the Officer for working capital purposes and recorded in related party

On October 05, 2021, the Company and GSS terminated all obligations other than maintaining confidentiality, with

no fees to the GSS.

The Broker-Dealer agreed to return the 1,750,000 shares of the Company’s common stock.

September 27, 2021, the Company engaged EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton”).

EF Hutton will

act as lead underwriter, deal manager, and investment banker for the proposed firm commitment public offering and uplisting (“Offering”)

by the Company in connection with the offering of the Company’s equity, debt, or equity derivative instruments (the “Securities”).

The Company engagement expired as of December 31, 2022.

October 04, 2021, the Company filed a prospectus that relates to the resale of up to 22,670,000 shares of our Common Stock issued or

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an Investment Agreement and (iii) 670,000 shares issued to White Lion as a commitment fee associated with the Investment Agreement.

Company is yet to receive the funds.

If we are unsuccessful in raising funds from the sale of 22,670,000 shares, we do not believe our

current cash balance is sufficient to fund our operations.

January 4, 2022, to February 10, 2022, the Company issued 2,500,000 registered shares to White Lion for a gross cash amount of $114,185.

January 27, 2022, the Company signed a promissory note (‘AJB Note’) with AJB Capital Investments, LLC (‘AJB Capital’),

a Delaware limited liability company, for the principal amount of $550,000 with a maturity date of July 27, 2022, and a coupon of 10%.

The parties extended the AJB Note maturity date by another six months till January 23, 2023.

As part of the AJB Note, the Company entered

into a securities purchase agreement, where AJB Capital will receive equity equal to US $155,000 of the Company’s common stock.

The Company issued 2,214,286 common stock valued at $71,521 upon issuance of the Note (the “Shares”) and 1,000,000 3-year

cash warrants (‘AJB Warrants’) priced at $0.30 as consideration fees for AJB Note.

The AJB Warrants and the Shares, collectively

known as the ‘Incentive Fee,’ are issued upon execution of the agreement.

As of September 30, 2022, all AJB Warrants are

out-of-money and not exercised.

cash warrants (‘Warrants’) priced at $0.30.

The Warrants and the Shares, collectively known as the ‘Incentive Fee,’

are issued upon execution of the agreement.

April 2022, the Company engaged CIM Securities, LLC as its private placement agent to raise capital.

The Company did not raise any funds.

Company executed five “Purchase Notice Rights” under an Investment Agreement with White Lion and received a net of $72,420

after deducting financing costs associated with the Investment Agreement for the nine months ended September 30, 2022.

September 30, 2022, the Company issued 30,000,000 restricted common shares for cash valued at $300,000.

January 25, 2023, the Company issued 5,309,179 restricted common shares to AJB to compensate for consideration shares related to the

AJB Note valued at $60,525.

January 25, 2023, the Company issued 115,000,000 restricted common shares for cash valued at $550,000.

March 28, 2023, the Company issued 2,000,000 restricted common shares for cash valued at $20,000.

CONCERN CONSIDERATION

have not generated significant revenues from inception to September 30, 2022.

As of September 30, 2022, and December 31, 2021, the Company

accumulated a deficit of $4,205,663 and $3,230,679, respectively.

Our independent auditors included an explanatory paragraph in their

report on the audited financial statements for the fiscal year ended December 31, 2021, and 2020, and the period from January 21, 2016

(inception) to December 31, 2016, regarding concerns about our ability to continue as a going concern.

Our financial statements contain

additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

Our financial statements

do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classifications

of liabilities that may result in the company being unable to continue as a going concern.

have yet to generate significant revenues and operating income from inception to March 31, 2023, to cover our operating costs.

March 31, 2023, and December 31, 2022, the Company accumulated deficits of $4,572,228 and $4,335,053, respectively.

Our independent

auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal year ended December

31, 2022, and 2021, and the period from January 21, 2016 (inception) to December 31, 2016, regarding concerns about our ability to

continue as a going concern.

Our financial statements contain additional note disclosures describing the circumstances that led to

this disclosure by our independent auditors.

Our financial statements do not include any adjustments related to the recoverability

or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result in the company being

unable to continue as a going concern.

Accounting Policies and Significant Judgments and Estimates

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are an “ emerging growth company ,” as defined in the JOBS Act.

Under the JOBS Act, emerging growth companies can delay

adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private companies.

As an emerging growth company, we have applied for exemption;

as a result, the Company may delay the adoption of certain accounting standards

until the standards would otherwise apply to private companies.

Under the JOBS Act, emerging growth companies can

delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until those standards apply to private

As an emerging growth company, we have applied for an exemption;

as a result, the Company may delay the adoption of

certain accounting standards until the standards would otherwise apply to private companies.

Sheet Arrangements and Contractual Obligations

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of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued.

We have adopted this ASU as of September 30, 2020 for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840).

is currently not expected to have a material impact on our consolidated financial statements.

We have adopted this ASU as of March 31, 2020 for ASC 606, Revenue Recognition and Amended ASU 2016-02, Leases (Topic 840).

currently not expected to have a material impact on our consolidated financial statements.

While we have described significant accounting

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used in the preparation of our financial statements.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISKS.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis