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 August 31, 2022 and August 31, 2021





Revenues



Total revenue for the three months ended August 31, 2022 amounted to $11,736 as compared to $16,675 for the three months ended August 31, 2021, a decrease of $4,939 or 30%. 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 $5,344 for the three months ended August 31, 2022, compared to $4,144 for the same periods ended August 31, 2021, representing an increase of $1,200 or 29%. Cost of revenues consists primarily of engineering and server costs incurred in connection with maintenance of our online networks.





Operating Expenses


Our operating expenses, of which 99.9% consists of general and administrative expenses plus $18 and $98 in marketing expenses for the three months ended August 31, 2022 and 2021, respectively, increased 721% to $220,968 for the three months ended August 31, 2022, compared to $26,907 for the three months ended August 31, 2021. The main increase in operating expenses relates to stock-based compensation and vested restricted stock, included in general and administrative expenses, of $208,000. Marketing and promotion expenses decreased $80 and amounted to $18 for the three months ended August 31, 2022.





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General and administrative expenses amounted to $220,950 and $26,809 for the three months ended August 31, 2022 and August 31, 2021, respectively. A breakdown of general and administrative expenses is as follows:





                             Three months Ended
                                 August 31,
Expense                       2022          2021        Increase/(Decrease)
Professional Fees          $    7,061     $ 24,580     $             (17,519 )
Interest                            -        1,023                    (1,023 )
Stock-based compensation      208,000            -                   208,000
Dues and Subscriptions            507          798                      (291 )
Other                           5,382          408                     4,974
Total                      $  220,950     $ 26,809     $             194,141




Net Income/Loss


We had net loss of $214,576 for the three months ended August 31, 2022, compared to net loss of $14,376 for the three months ended August 31, 2021, a decrease of $200,200 due to the changes described above.

Discussion of Results for Nine Month Period Ended August 31, 2022 and 2021





Revenues


Total revenue for the nine months ended August 31, 2022 was $36,247 compared to $47,768 for the nine months ended August 31, 2021, a decrease of $11,521 or 24%. The decrease is primarily a result of declining legacy virtual tour business. Our legacy "on demand" video business has been declining on average 25% 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 $13,155 for the nine months ended August 31, 2022, compared to $13,028 for the nine months ended August 31, 2021, representing a decrease of $127 or .01%. 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.





Operating Expenses


Our operating expenses, which include salaries and benefits, marketing, and general and administrative expenses, increased 824% to $554,291, for the nine months ended August 31, 2022, compared to $59,974 for the nine months ended August 31, 2021, an increase of $494,317. The overall increase in operating expenses was substantially due to an increase in stock-based compensation and vesting of restricted stock, included in general and administrative expenses, of $485,195 and a decrease in selling and promotional expenses of $311.

General and administrative expenses amounted to $554,184 and $44,988 for the nine months ended August 31, 2022 and August 31, 2021, respectively. A breakdown of general and administrative expenses is as follows:





                                     Nine Months Ended
                                         August 31,
Expense                              2022          2021        Increase/(Decrease)
Professional Fees and legal fees   $  55,231     $ 38,713     $              16,518
Interest                                   -        2,242                    (2,242 )
Stock-based compensation             485,317            -                   485,317
Dues & subscriptions                   1,661        2,451                      (790 )
Other                                 11,975        1,582                    10,393
Total                              $ 554,184     $ 44,988     $             509,196




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Other Income (Expenses)


Our other income, net, decreased by $77,459 for the nine months ended August 31, 2022 versus the prior year. A summary of other income is as follows:





                                   Nine Months Ended
                                       August 31,
                                   2022          2021       Increase/(Decrease)
Interest Expense                 $  (7,258 )   $      -     $              (7,258 )
Loss on extinguishment of debt     (72,198 )          -                   (72,198 )
Gain of forgiveness of PPP #1    $  15,077     $ 13,080     $               1,997
Total                            $ (64,379 )   $ 13,080     $             (77,459 )




Net Income/Loss


We had a net loss of $595,578 for the nine months ended August 31, 2022, compared to a net loss of $12,154 for the nine months period ended August 31, 2021, a decrease of $583,424 due to the changes described above.

Liquidity and Capital Resources; Anticipated Financing Needs

On August 31, 2022, we had $101,013 cash on-hand, an increase of $81,391 from the beginning of the year balance of $19,622.

Net cash used in operating activities was $48,319 for the nine months ended August 31, 2022, an increase of $13,830 from $34,489 of cash used in operations during the nine months ended August 31, 2021. This decrease was primarily due a smaller operating loss during the current fiscal quarter.

Net cash provided by investing activities was $-0- for the nine months ended August 31, 2022. Net cash used in investing activities was $-0- for the nine months ended August 31, 2021.

Net cash provided by financing activities was $129,710 for the nine months ended August 31, 2022, from the issuance of common stock. Net cash used by financing activities was $56,577 for the nine months ended August 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",

We consider the following accounting policies to be those most important to the portrayal of our results of operations and financial condition:





Revenue Recognition.


In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Nestbuilder adopted the standard effective December 1, 2018 retrospectively.

Revenue from Contracts with Customers

Revenue is recognized when all of the following criteria are met:

? Identification of the contract, or contracts, with a customer - A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party's rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and the parties are committed to perform, and (iii) we determine that collection of substantially all consideration to which it will be entitled in exchange for goods or services that will be transferred is probable based on the customer's intent and ability to pay the promised consideration.





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?Identification of the performance obligations in the contract - Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods or services, we apply judgment to determine whether promised goods or services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised goods or services are accounted for as a combined performance obligation.

? Determination of the transaction price - The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the transaction price impact of discounts offered to the customers for early payments on receivables or rebates based on channel partner sales achievements. Constraints are applied when estimating variable considerations based on historical experience where applicable.

?Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative SSP basis. Determination of SSP requires judgment. We determine standalone selling price taking into account available information such as historical selling prices of the performance obligation, geographic location, overall strategic pricing objective, market conditions and internally approved pricing guidelines related to the performance obligations.

?Recognition of revenue when, or as, we satisfy performance obligation - We satisfy performance obligations either over time or at a point in time as discussed in further detail below. Revenue is recognized at or over the time the related performance obligation is satisfied by transferring a promised good or service to a customer.





Income Taxes.


The Company accounts for income taxes using an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. The Company has recorded a full valuation allowance for its net deferred tax assets as of August 31, 2022 and November 30, 2021 because realization of those assets is not reasonably assured.

The Company will recognize a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority.





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The Company believes its income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties has been recorded at August 31, 2022 and 2021.





Share-Based Compensation


The Company accounts for stock incentive plans by measurement and recognition of compensation expense for all stock-based awards based on estimated fair values, net of estimated forfeitures. Share-based compensation expense includes compensation cost for restricted stock awards, stock options and warrants as applicable. The Company uses the Black-Scholes option-pricing model to determine the fair value of options granted as of the grant date. There was $421,166 and $0 of share- based compensation expense for the nine months ended August 31, 2022 and 2021, respectively.





Seasonality of Business


The residential real estate market has traditionally experienced seasonality, with a peak in the spring and summer seasons and a decrease in activity during the fall and winter seasons. Revenues in each quarter can be significantly affected by activity during the prior quarter, given the time lag between contract execution and closing. A typical real estate transaction has a 30-day lag between contract signing and closing of the transaction.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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