Introduction

Prior to the Change in Control Transaction 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 provided platform that makes it easy to ?find and use that data when viewing or sharing media. Subsequent to the Change in Control Transaction, we changed the business plan wherein we intend to be structured as a holding company ?with a business strategy focused on owning subsidiaries engaged in a number of diverse business activities.? Accordingly results of operations for the year ended December 31, 2019 are not comparable with results of operations for the year ended December 31, 2018.





Results of Operations

The following comparative analysis on results of operations was based primarily on the comparative audited consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report.





Revenue

The Company had no revenues in 2019 nor 2018. The Company currently cannot predict when the Company will become revenue producing.





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Operating Expenses

Total operating expenses for 2019 increased by $201,120, compared to 2018, mainly as a result of an increase in general and administrative, expenses incurred in connection with the Company's decision to broaden its business strategy.





Other Expenses

Other expenses for 2019 decreased by $946,097 compared 2018 as a result of the retiring and/or cancellation of all derivative warrants and notes, together with a material decrease in interest expense.





Net Profit (Loss)

The net profit for 2019 was $222,839, an increase of $1,367,535 compared to a net loss in 2018 of $1,144,696, as a result of decreases in other expenses as discussed above partially offset by an increase in general administrative expenses.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of December 31, 2019, our working capital deficit amounted to $14,067 a decrease of $3,038,252 as compared to $3,052,319 as of December 31, 2018. This decrease is primarily a result of a decrease in accounts payable, notes payable and derivative liabilities partially offset by an increase in current assets.

Net cash used in operating activities was $3,865,334 during 2019 compared to $781 in 2018. The increase in cash used in operating activities is primarily attributable to our net loss increasing from ($1,144,696) in fiscal 2018 to $222,839 in fiscal 2019 coupled with the retirement and/or cancellation of all of the Company's derivative warrant and notes partially offset by an increase in accounts payable and accrued expenses.

Net cash provided by financing activities during 2019 was $33,870,020 compared to $0 in 2018.





Capital Resources

We believe that the Equity Purchase Agreement and Note Purchase Agreement described in "Item 1. Business - Recent Developments" will afford us with sufficient financing to cover immediate our projected operating expenses and working capital needs. However, in order to execute our business plan, we potentially will have to issue additional debt or equity or enter into a strategic arrangement with a third party to carry out some aspects of our business plan. There can be no assurance that additional capital will be available to us on commercially reasonable terms when needed.





Going Concern Consideration

We had an accumulated deficit of $6,905,767 as of December 31, 2019. Our ability to continue as a going concern is dependent on our ability to raise additional capital and generate additional revenues and profits from our business plan.

In the opinion of our independent registered public accounting firm for our fiscal year end December 31, 2019, our auditor included a statement that as a result of our deficit accumulated on December 31, 2019, our net loss and net cash used in operating activities for the reporting period then ended, there is a substantial doubt as our ability to continue as a going concern without rising additional capital and generating additional revenues and profits from our business plan. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

As of December 31, 2019, we have no off-balance sheet arrangements.





Critical Accounting Policies

Our significant accounting policies are disclosed in Note 2 of our Financial Statements included elsewhere in this Annual Report on Form 10-K.

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