Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.





Overview


We were incorporated in the State of Nevada on January 10, 2017 as a wholly owned subsidiary of RealBiz Media Group, Inc., a Delaware corporation ("RealBiz"). On July 31, 2018, RealBiz effectuated our spin-off from RealBiz. Upon completion of the spin-off, RealBiz stockholders owned 100% of the outstanding shares of our common stock.

We are engaged in the business of providing digital media and marketing services for the real estate industry. We currently generate revenue from service fees (video creation and production) and referral fees from our LoseTheAgent.com website. At the core of our programs is our proprietary video creation technology which allows for an automated conversion of data (text, photos and video slices) to a video with voice over and music. We provide video search, storage and marketing capabilities on multiple platform dynamics for web and mobile. Once a home, personal or community video is created using our proprietary technology, it can be published to social media, email or distributed to multiple real estate websites. In addition, we own and operate the web site LoseTheAgent.com, which is a site dedicated to peer-to-peer real estate transactions between home sellers and buyers - the so called For Sale By Owner segment. We currently have approximately 100,000 home listings across all 50 states. We monetize the website by charging fees for both listing a home for sale and picking up possible buyers' messages of interest. We also plan on generating additional revenues by monetizing seller/buyer data with targeted, interested parties. The web site is fully functional and is being marketed via various online platforms.





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Results of Operations for the Three Months Ended May 31, 2022 and May 31, 2021





Revenues


Total revenue for the three months ended May 31, 2022 amounted to $13,055 as compared to $15,115 for the three months ended May 31, 2021, a decrease of $2,060 or 14%. The decrease is primarily a result of declining legacy virtual tour business, due primarily to the loss of our top two franchise accounts, who took their video production business in house. We envision these trends continuing for the foreseeable future and see significant risks to the future of our legacy business.





Cost of Revenue


Cost of revenues totaled $4,138 for the three months ended May 31, 2022, compared to $4,406 for the three months ended May 31, 2021, representing a decrease of $268 or 6%. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks.





Operating Expenses


Our operating expenses, which include marketing and promotion, salaries and benefits and general and administrative expenses, increased $215,007 to $226,941 for the three months ended May 31, 2022, compared to $11,973 for the three months ended May 31, 2021. Marketing and promotion expenses decreased $185, salaries and benefits decreased $14,568.





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General and administrative expenses amounted to $226,885 and ($2,875) for the three months ended May 31, 2022 and May 31, 2021, respectively. A breakdown of general and administrative expenses is as follows:





                             Three months Ended
                                   May 31,
Expense                       2022          2021        Increase/(Decrease)
Professional Fees          $   11,958     $ (4,448 )   $              16,406
Stock based compensation      208,022            -                   208,022
Dues and Subscriptions            582          574                         8
Other                           6,323          999                     5,324
Total                      $ 226,8858     $ (2,875 )   $             229,760




Other Income (Expenses)



Our other income (expense), net, decreased by $13,030 for the three months ended
May 31, 2022, versus the prior year. A summary of other income (expense) is as
follows:



                                  Three Months Ended
                                        May 31,
                                  2022           2021        Increase/(Decrease)
Interest expense                $    (50)      $      -     $                  50
Gain of forgiveness of PPP #1   $              $ 13,080     $            (13,080)
Total                           $    (50)      $ 13,080     $            (13,030)




Net Income/Loss


We had net loss of $218,074 for the three months ended May 31, 2022, compared to net income of $11,855 for the three months ended May 31, 2021, a decrease of $229,929 due to the changes described above.

Results for Six Month Period Ended May 31, 2022 and 2021





Revenues


Total revenue for the six months ended May 31, 2022 was $24,511 compared to $31,093 for the six months ended May 31, 2021, a decrease of $6,582 or 21%. The decrease is primarily a result of declining legacy virtual tour business. Our legacy "on demand" video business has been declining on average 35% per year over the past two years. This trend is driven by our once unique technology being commoditized and offered as a "free" tool by many real estate web site producers.





Cost of Revenue



Cost of revenues totaled $7,812 for the six months ended May 31, 2022, compared to $8,884 for the six months ended May 31, 2021, representing a decrease of $1,072 or 12%. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks. The decline this year is primarily related to reduced engineering costs to maintain the website also a decline in revenue volume.





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Operating Expenses


Our operating expenses, which include salaries and benefits, marketing and promotion and general and administrative expenses, increased 300,205 for the six months ended May 31, 2022, compared to $33,067 for the six months ended May 31, 2021. The overall increase in operating expenses was substantially due to a decrease in marketing and promotional expenses of $230, lower salaries and benefits of $14,568 offset by an increase in general and administrative costs of $315,003. A breakdown of general and administrative expenses is as follows:





                                      Six Months Ended
                                          May 31,
Expense                              2022          2021        Increase/(Decrease)
Professional Fees and legal fees   $  48,170     $ 14,133     $              34,037
Dues & subscriptions                   1,153        1,653                     (500)
Stock based compensation             277,356            -                   277,356
Other                                  6,504        2,394                     4,110
Total                              $ 333,183     $ 18,180     $             315,003




Other Income (Expenses)


Our other expense, net, increased by $77,509 for the six months ended May 31, 2022 versus the prior year. A summary of other income is as follows:





                                    Six Months Ended
                                         May 31,
                                    2022          2021        Increase/(Decrease)
Interest expense                 $  (7,308)     $      -     $              (7,308 )
Gain of forgiveness of PPP #1    $   15,077     $ 13,080     $               1,997
Loss on extinguishment of debt $   (72,198)            -                   (72,198 )
Total                            $ (64,429)     $ 13,080     $            (77,509)




Net Income/Loss


We had a net loss of $381,002 for the six months ended May 31, 2022, compared to net income of $2,222 for the six months ended May 31, 2021, a decrease of $383,224 due to the increases in stock-based compensation of $277,356 and loss on the extinguishment of debt of $72,198.

Liquidity and Capital Resources; Anticipated Financing Needs

On May 31, 2022, we had $107,571 cash on-hand, an increase of $87,949 from the beginning of the year balance of $19,622.

Net cash used in operating activities was $41,761 for the six months ended May 31, 2022, an increase of $20,622 from $21,139 of cash used in operations during the six months ended May 31, 2021. This increase was primarily due a larger operating loss during the current fiscal quarter.

Net cash provided by financing activities was $129,710 for the six months ended May 31, 2022, from the exercise price paid by investors to exercise common stock purchase warrants in the amount of $6,710, the issuance of convertible promissory notes payable of $20,000 and proceeds from the issuance of common stock in the amount of $103,000. Net cash provided by financing activities was $40,577 for the six months ended May 31, 2021.

Our ability to continue as a going concern on a long-term basis is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis, to obtain additional financing and ultimately attain profitability.

Based solely on our own internal estimates without the benefit of any independent third-party evaluation, we anticipate that our cash and cash flow will not be sufficient to satisfy our cash requirements over the next twelve months and we will likely require significant external financing. The magnitude of the additional financing and its timing is not yet precisely known. In the event that we are able to secure a sufficient amount of additional financing on a timely basis and on generous terms, it may include the issuance of equity or debt securities, obtaining credit facilities, or entering into other financing arrangements on such terms as then existing market conditions require. In the event that we were to issue additional equity or debt securities, stockholders may experience significant dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. And in the case of any issuance of one or more debt securities, the debt covenants may restrict our operating ability and our ability to raise additional financing from debt. Our ability to obtain additional capital on terms that are reasonable cannot be assured. We may be forced to obtain additional capital on terms that could limit our long-term ability to remain in business or otherwise materially restrict our operations.





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Critical Accounting Policies


In December 2001, the SEC requested that all registrants list their most "critical accounting polices" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We have identified the policies below as critical to our understanding of the results of our business operations. We discuss the impact and any associated risks related to these policies on our business operations throughout Management's Discussion and Analysis of Financial Condition and Results of Operations where such policies affect our reported and expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions in preparing our financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Actual results could differ significantly from those estimates and assumptions. The following critical accounting policies are those that are most important to the portrayal of our financial statements. These policies require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a summary of our significant accounting policies, including the critical accounting policies discussed below, refer to Note 2 - "Summary of Significant Accounting Policies" included in the "Notes to Financial Statements",

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