This Management's Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.





Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC").





Forward-Looking Statements

Statements in this management's discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward- looking statements which, by definition involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.









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Factors that may cause differences between actual results and those contemplated by forward-looking statements and are not limited to the following:





    ·   the unprecedented impact of COVID-19 pandemic on our business, customers,
        employees, subcontractors, consultants, service providers, stockholders,
        investors and other stakeholders;
    ·   the impact of conflict between the Russian Federation and Ukraine on our
        operations;
    ·   geo-political events, such as the crisis in Ukraine, government responses
        to such events and the related impact on the economy both nationally and
        internationally;
    ·   general market and economic conditions;
    ·   our ability to acquire customers;
    ·   our ability to meet the volume and service requirements of our customers;
    ·   industry consolidation, including acquisitions by us or our competitors;
    ·   success in developing new products;
    ·   timing of our new product introductions;
    ·   new product introductions by competitors;
    ·   the ability of competitors to more fully leverage low-cost geographies for
        manufacturing or distribution;
    ·   product pricing, including the impact of currency exchange rates;
    ·   effectiveness of sales and marketing resources and strategies;
    ·   adequate manufacturing capacity and supply of components and materials;
    ·   strategic relationships with suppliers;
    ·   product quality and performance;
    ·   protection of our products and brand by effective use of intellectual
        property laws;
    ·   the financial strength of our competitors;
    ·   the outcome of any future litigation or commercial dispute;
    ·   barriers to entry imposed by competitors with significant market power in
        new markets; and
    ·   government actions throughout the world.

You should not rely on forward-looking statements in this document. This managements' discussion contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements.

Critical Accounting Policies and Estimates

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.





Going Concern Considerations

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $2,020,406 as of December 31, 2022. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.









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Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





Intellectual Property

We have patent and patent pending technologies with a focus on artificial intelligence ("AI"), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance to reduce wait-time, increasing utilization of vehicles, and decreasing cost. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and "specific" community engagement.

Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately 10 years.





Long-lived Assets

We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a "primary asset" approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Common Stock Issued for Services

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force ("EITF") 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position and result of operations.





Trends and Uncertainties

Demand for our products is dependent on general economic conditions, which are cyclical in nature. Because a major portion of our activities are the receipt of revenues from our services and products, our business operations may be adversely affected by competitors and prolonged recessionary periods.

There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short-term or long-term liquidity. Sources of liquidity will come from the sale of our products and services. There are no material commitments for capital expenditure at this time. There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations. There are no significant elements of income or loss that do not arise from the registrant's continuing operations. There are no other known causes for any material changes from period to period in one or more line items of our financial statements.









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Impact of COVID-19

During the year 2021, the effects of a new coronavirus ("COVID-19") and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the year ended December 31, 2021 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.

Results of Operations for the Year Ended December 31, 2022 compared to the year ended December 31, 2021

For both years ended December 31, 2022 and 2021, we had no revenues.

Our operating expenses for the year ended December 31, 2022 were $1,098,690 compared to $304,024 for the year ended December 31, 2021. In 2022, we incurred an expense of $600,000 for common stock issued and issuable to our Chief Financial and Chief Information Officers in connection with the terms of their amended employment agreements. In 2022, we also incurred an expense of $334,000 related to the investor relations agreement with SRAX, Inc. as described in Note 9 to the accompanying financial statements. In 2021 the expense related to our agreement with SRAX was $166,000. Also in 2022, we recorded a $20,000 expense paid to a firm to provide DTC eligibility services to our Company. Finally in 2022, our professional fees include an expense of $42,000 for our Chief Financial Officer hired in November 2021. This cost was partially offset by a reduction of $26,535 in our accounting fees.

Our other income/expense for the year ended December 31, 2022 totaled net expenses of $392,823 compared to $46,116 in net expenses in the 2021 period. The 2022 period included debt discount amortization of $208,287 related to the convertible promissory note described in Note 6 to the accompanying financial statements. The 2022 period also included interest expense of $34,931 versus $6,317 in 2021, with the increase primarily related to the convertible promissory note referred to above. Finally, in 2022 we recorded a net loss on extinguishment of debt of $149,605, mainly due to a $150,000 debt extinguishment cost resulting from a debt extension agreement for our convertible promissory note. In the 2021 period, we recorded a net gain on extinguishment of debt of $41,914 in connection with the repayment of a promissory note.

Our net loss for the year ended December 31, 2022 of $1,491,513 ($0.04 per share) compares to a net loss of $350,140 ($0.01 per share) in the previous year.

Liquidity and Capital Resources

We have previously raised capital through debt financing, advances from related parties and private placements of our common stock to meet operating needs. During the year ended December 31, 2022, we issued a promissory note to a note holder and received $20,000 in proceeds. As of December 31, 2022, we have $4,213 in cash, and we will need to raise additional funds to execute our current plan of operation. If we are unable to raise sufficient funds to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us. If we are unable to obtain adequate capital, we could be forced to cease operations.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months.









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Balance Sheets

As of December 31, 2022, we had cash of $4,213 and total assets of $137,652 compared with cash of $121,481 and total assets of $505,313 as of December 31, 2021. Our total liabilities increased in the 2022 period compared to 2021 by $367,852 due to increases in accounts payable and accrued liabilities ($41,876), notes payable, net of debt discount ($223,287) and related party advances ($102,680).

During the year ended December 31, 2022 we issued or became obligated to issue shares of our common stock as follows: 2,000,000 shares to our CFO and CTO in accordance with the terms of their employment agreements, 24,000 shares in settlement of a promissory note, and 600,000 shares for the extension of the maturity date of our convertible note payable.





Cash Flows

During the year ended December 31, 2022, we used cash of $154,504 in our operating activities versus $112,579 in the comparable 2021 period. This use of cash in the 2022 period was caused by our net loss of $1,491,513 offset to some degree by the total non-cash items of shares issued for services, shares issued in accordance with terms of employment agreements, loss on extinguishment of debt, amortization of debt discount, and changes in accounts payable and accrued liabilities, and deferred revenue. In the 2021 period, our net loss of $350,140 was offset mainly by non-cash items of shares issued for services and, gain on extinguishment of debt, amortization of debt discount, and changes in accounts payable and accrued liabilities.

Our investing activities used cash of $85,444 and $47,294 for the years ended December 31, 2022 and 2021, respectively, primarily related to costs incurred in the development of our digital transportation platform.

In the year ended December 31, 2022, we generated $122,680 in financing activities from the issuance of a note payable of $20,000 as well as proceeds from related party advances of $102,680. For the comparable period in 2021, our financing activities in 2021 produced cash of $244,450 from the convertible promissory note discussed in Note 6 plus proceeds of $5,000 from the issuance of a promissory note. In addition, in 2021 we had net advances from related parties of $36,904.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources.





Emerging Growth Company

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies include:





    1.  an exemption from the auditor attestation requirement in the assessment of
        our internal controls over financial reporting required by Section 404 of
        the Sarbanes-Oxley Act of 2002;

    2.  an exemption from the adoption of new or revised financial accounting
        standards until they would apply to private companies;

    3.  an exemption from compliance with any new requirements adopted by the
        Public Company Accounting Oversight Board, or the PCAOB, requiring
        mandatory audit firm rotation or a supplement to the auditor's report in
        which the auditor would be required to provide additional information
        about our audit and our financial statements; and

    4.  reduced disclosure about our executive compensation arrangements.








  11

We have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to public companies required to adopt these new requirements.

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