betterU Education Corp.

Revised Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

For the three and nine months ended December 31, 2020

Dated: June 15, 2021

Corrective disclosure was requested by staff of the OSC in connection with its review of the Company's MD&A. In accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors (“Notice 51-711”), the Company has filed the revised MD&A, which includes such details that provide:

further explanations and clarifications on the pivoted business model.
further explanations and clarifications on the differences between clients and value-added resellers model.
further explanation and clarifications on the expiry of the media debenture.
forecasted information for 1 year, which is now been added.
further explanation and clarifications were made to the revenue streams and the period-to-period revenue variances.
further explanation and clarifications on global Value-Added Reseller program.
further explanation and clarifications on the change in salaries to contract team.
further explanation and clarifications on the reduction of expenses.
further explanation and clarifications between India and Canadian revenues.
correction of date titles in several financial charts.

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MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion and analysis of the financial condition of betterU Education Corp. (“betterU “ or the “Company”) at December 31, 2020 compared to March 31, 2020 and the results of operations for the three and nine months ended December 31, 2020 compared to the three and nine months ended December 31, 2019. Please note that this MD&A has been updated to include more context to the details of the business and financial changes from last reporting periods to the end of this quarter.

This MD&A should be read in conjunction with the Company’s unaudited condensed consolidated financial statements and accompanying notes for the three and nine months ended December 31, 2020 and the audited consolidated financial statements and accompanying notes for the twelve months ended March 31, 2020. All financial information has been prepared in accordance with International Financial Reporting Standards (“IFRS”). All monetary amounts are in Canadian dollars unless stated otherwise. Amounts presented for comparative purposes are for the twelve months ended March 31, 2020.

The information contained in this MD&A represents only a portion of current information available on betterU. Readers are encouraged to read this document together with news releases and other corporate information on the Company’s website at . https://corporate.betteru.ca/

While the financial statements have been prepared on the basis of accounting principles applicable to a going concern, several adverse conditions and events cast substantial doubt upon the validity of this assumption at this time. The Company's continued existence is dependent upon its ability to secure additional financing and to attain profitable operations. Management is active in addressing these issues although there is no assurance that they will be successful. If the going concern assumption were not appropriate for these financial statements, adjustments might be necessary in the carrying values of assets and liabilities and the balance sheet classifications.

The effective date of this MD&A is March 1, 2021.

FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking statements which may be based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, planned operations or future actions. Forward-looking statements are

identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and similar terms and phrases, including references to assumptions.

Forward-looking statements, by their nature, are based on assumptions, including those described herein and are subject to risks and uncertainties that may cause actual results or events to differ materially from the results or events predicted in this discussion. The Company is subject to the risks outlined in the “Risk Factors” section of this MD&A. No assurance can be provided that the results or performance expressed in or implied by forwardlooking statements within this MD&A will occur, or if they do, that any benefits may be derived from them. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Company’s expectations, except as prescribed by applicable securities laws.

COMPANY OVERVIEW AND BUSINESS DESCRIPTION

betterU is a SaaS skills development platform for online education. The Company aggregates online learning from quality content vendors from around the world and make that content available to employees and students through a network of government, corporate and education partners using the betterU platform. betterU is supporting this fragmented industry by providing access to an all-on-one, simple to use learning management system, growing library of content, assessments for a low monthly fee.

The company has been in operations since 2013 with a focus on the education landscape and how to provide access to education to those who would otherwise not have access. While the business focus started in India, this was primarily to understand the root problems that have created the difficulties of the markets today. Over the years, betterU spent a significant amount of time in Research and Development across India understanding cast systems, technology issues, internet connectivity, language barriers, gender inequality, affordability and the scope of education deficiencies. After the several years of R&D, betterU assembled a marketplace to help support and solve these challenges. This required a significant amount of quality content from educators around the world which led betterU to speak at education conferences and engage with educators to enlist them onto the marketplace. After two years of trail and error, betterU realized there were issues with the model, namely the disconnection of the user experiences and the inability to access user data from the content partners. This fundamental realization created the pivot in late 2019 to the model betterU is now engaged in.

Solving one of the world’s largest education challenges has been an issue for United Nations Sustainable Development Goals for decades. betterU has now developed the core foundation that in 2020, despite a global pandemic has been able to accomplish great strides towards its vision to provide access to education for all. This MD&A will outline further details to these advancements.

betterU, formerly Open Gold Corp. (“Open Gold”), was formed by way of an amalgamation pursuant to the Business Corporations Act of British Columbia. The Company’s shares trade on the TSX Venture Exchange (the “Exchange”) under the trading symbol “BTRU”.

With limited personal and financial resources, management was required to prioritized people to add the most to the future of the business. Focusing on the 2020 adjustment to the business was the key focus. While investment has always been a key objective, the company needed to complete the pivot prior to resuming any funding efforts so that the company could demonstrate the strength of the business model necessary to grow and drive revenues.

RECENT DEVELOPMENTS AND SUBSEQUENT EVENTS

Financings

While there has been a focus in the past to obtaining investment as the Company continued to build the

business, over this period however the focus has been namely on the business pillars needed to drive revenue pipeline with the corrected business model. With limited people resources, the Company has used the investments received to support operations, putting in place global partnerships, securing more value opportunities for the future growth of the Company and overall positioning the Company to be a global leader. See the Outlook section for more details to the efforts and value the Company has been building.

The Company was able to obtain Canadian Emergency Business Account loan of $100,000 (under betterU Education Corp. $40,000 and Skillsdox Inc. $60,000) during the three-month ended December 31, 2020. The CEBA Loan bears 0% interest until December 31, 2022. If the balance is not paid by December 31, 2022, the remaining balance will be converted to a 3-year term loan at 5% annual interest paid monthly, effective January 1, 2023. The full balance must be repaid by no later than December 31, 2025. No principal payments required until December 31, 2022. Principal repayments can be voluntarily made at any time without fees or penalties. $10,000 loan forgiveness is available, provided the outstanding balance is $40,000 at December 31, 2020, and $30,000 is paid back between January 1, 2021 and December 31, 2022. In addition, as outlined in the previous quarter, the Company was able to reactive an old mining asset, that had no value or use to the company, and then sold the rights to Kg Exploration (Canada) Inc. located in Toronto ON, for $62,786. The funds were used to support operations.

OVERALL PERFORMANCE

During the three months ended December 31, 2020, the Company reported a comprehensive loss of $87,382 as compared to a comprehensive loss of $418,469 for the three months ended December 31, 2019. The decline in expenses were related to the shift in betterU’s businesses model in addition to COVID travel restrictions, reducing the ability to travel. With betterU’s previous business model focused outside of Canada, travel was an ongoing part of expenses. With the shift in the business model away from the India open marketplace in early 2020 to a controlled global SaaS Skills Development Platform, overall expenses were reduced. This adjustment then enabled the company to support businesses and people within local regions. The company over 2020 continued to focus on business development and revenue opportunities and not on fundraising efforts, which also reduced its overall spending related to time, travel and efforts in funding as compared to the prior year comparative quarter. The primary areas of reduction were travel, salaries and wages, and advertising and promotion. Much of the advertising and promotion expenses were also related to the media deals the company had within India. The company stopped the media consumption with the pivot. The Debenture Agreement that was part of a media agreement within India is no longer in effect. With the Company not intending to use any more media as part of the pivot the agreement has now expired. The original purpose of the agreement was for the media company to provide services to promote betterU within India, to drive credibility and awareness of the Company’s education online marketplace. The partnerships and relationships that were derived from this media deal will help support the current success in the new pivot. There are no longer any liabilities.

The company's shift to their new SaaS model, enables them to work at a much leaner operation. The Company continues to advance its technology infrastructure, strategic relationships with global academia, government organizations, corporations, and sector skills councils in order to advance its presence, distribution and revenue opportunities in the global market.

RESULTS OF OPERATIONS

The following discussion of the Company’s financial performance is based on the condensed consolidated interim financial statements for the three months period ended December 31, 2020, as compared to the three months ended December 31, 2019.

SUMMARY OF UNAUDITED QUARTERLY RESULTS

The following table sets forth summary results of operations for the past eight quarters. The information for the fiscal period ended March 31, 2019 and the subsequent quarters has been taken from the unaudited consolidated financial statements that, in management’s opinion, have been prepared on a basis consistent with the audited consolidated financial statements for the fiscal year ended March 31, 2020.

Revenue Operating expenses Operating profit/(loss) Other income (expense) Net loss	31-Mar 30-Jun 30-Sep 31-Dec 31-Mar 30-Jun 30-Sep 31-Dec 2019 2019 2019 2019 2020 2020 2020 2020 $ 16,683 $ 198 $ 400 $ 578 $ 516 $ 926 $ 2,588 $ 150,572 $ 3,678,734 $ 671,358 $ 415,216 $ 310,615~~$~~1,001,781 $ 208,965 $ 193,627 $ 141,255 (3,662,051) (671,160) (414,816) (310,037) (1,001,265) (208,039) (191,039) 9,317
	(90,066) (80,177) (81,864) (98,297) (74,096) (90,288) 8,915 (98,478)
	(3,752,117) (751,337) (496,680) (408,334) (1,075,361) (298,327) (182,124) (89,161)

SUMMARY OF RESULTS FOR THE THREE AND NINE MONTHS PERIOD ENDED DECEMBER 31, 2020, AS COMPARED TO THE THREE AND NINE MONTHS PERIOD ENDED DECEMBER 31, 2019

The following table sets forth a summary of results of operations from the Company’s consolidated financial statements for the three and nine months ended December 31, 2020 and the three and nine months ended December 31, 2019.

	Three months ended Three months ended Nine months ended Nine months ended Dec 31, 2020 Dec 31, 2019 Dec 31, 2020 Dec 31, 2019 $ $ $ $
Revenues Operating expenses Contractors Salaries and wages Rent and premises Advertising and promotion Professional fees Travel Other general and administrative costs Bank charges
	150,572 578 154,086 1,176
	110,451 - 363,601 - - 62,221 - 489,281 - 6,000 4,196 62,787 565 - 3,451 108,668 27,500 231,229 124,550 592,695 - 14,729 - 58,981 1,176 12,907 42,714 30,853 596 340 1,746 2,691

Amortization Stock based compensation Profit/(Loss) from operations Other income (expense) Finance expense Other Income Foreign exchangegain(loss) Net loss Exchange differences on translatingoperations Comprehensive loss	835 949 2,733 4,665 132 (17,761) 855 46,569
	141,255 310,615 543,846 1,397,190
	9,317 (310,037) (389,760) (1,396,014) (101,685) (98,297) (291,314) (260,333) 3,331 - 111,511 - (124) - (47) (6)
	(98,478) (98,297) (179,850) (260,339)
	(89,161) (408,334) (569,610) (1,656,352) 1,780 (10,135) 2,112 8,889
	(87,382) (418,469) (567,499) (1,647,463)

The Company operates through its subsidiary in India, Skillsdox India Pvt, its subsidiary in Europe, betterU Europe Ltd and in its subsidiary in Canada, Skills Council of Canada Ltd. The Company reports its financial results in Canadian dollars (CAD”) and converts foreign currency-denominated transactions related to the statement of income (loss) at the average exchange rates for the periods. As such, changes in the exchange rate between the Indian Rupee and the Canadian dollar can have an impact on the reported results for each fiscal period. The average exchange rate for the three months period ended December 31, 2020 in terms of the Canadian dollar equivalent of one Rupee was CAD $0.018.

REVENUES

The company had made significant advancements over the last year after completing the pivot to an all-in-one skills solution. While the pivot occurred at the beginning of COVID-19 and delayed revenues under development, the company pushed forward in establishing a global network of Value-Added Resellers (VAR) and strategic partners to frame out future revenue streams. The revenues that are starting to be realized come from the adjustment in the business model, the target audience in Canada, USA, Europe, Australia, Africa and Thailand and the company’s ability to 100% control the user experiences. In India, the open marketplace was dependent on connecting the user to the content hosted by our global education partners such as Udemy, edX, Adobe, Future Learn and several dozens more. All transactions accept the learning was down through the marketplace. The company realized that the user experience was broken in that they could not control or get the user data needed to properly support the user. These issues were a fundamental flaw in the model that was only realized through trail and error. Late 2019 and after a lot of research, the company adopted a Learning Management System (LMS), so that it could control all aspects of the users’ experiences. In order to then create unique value and drive more revenue, the company needed to proceed in curating / developing content that it could control by hosting on the LMS. This change in the model included informing all content partners of the company’s intent to change the model. Several content partners agreed to support the new model and provided several hundred modules. Over the course of the beta period, the company proceeded to increase the content pool through internal curating, to now hosting over 5,060 skills development courses across 200+ categories, including over 1400 job role and subject based assessments. The company’s all-in-one skills platform enabled the development of multiple revenue models including:

a Work Integrated Learning (WIL) category was developed with one client during this quarter to support students job readiness that was prepaid revenues to support student support. The future of the WIL program would generated revenue through government or corporate sponsorship funding. This WIL category represented the majority of the revenues ($150,000) for the quarter. There will be no further reliance on this client as the main purpose of the engagement was to develop the WIL+SKILLs category to support new WIL client opportunities across Canada. The development began October 2nd, 2020 and launched the Company’s WIL+SKILL platform over the months that followed, along with a network of educators and community partners, the ‘Skills Council of Canada’ website, WIL+SKILLS customize LMS, followed by several months of market outreach initiatives. Since the launch of the WIL+SKILLS program, the Company has signed a strategic partnership agreement with Indigenous Works, along with engagements connected to multiple universities, colleges, indigenous communities, and corporate, discussing ongoing student WIL support programs.
Now that the foundation of the current WIL+SKILLS program has been developed, it has laid the path forward to support growth in this category now including a program with Indigenous Works designed to support the Financial sector and inclusion of BIPOC (Black Indigenous People of Colour) communities. The Company has since developed the supporting platform. https://workskills.ca/
a B2B corporate program is a monthly fee structure for each employee. This category has started to grow with our previous beta clients that moved to paying clients in mid-Oct. One such client in the USA has moved their core team of 250 employees onto the system and they are currently working to add upwards of several thousand variable employees across the USA. As the Company advances with their B2B efforts, monthly recurring revenues we become more streamlined with forecasting. The Company expects this category to grow over this next as more focus is put towards promoting these client’s successes.
a Value-Added Reseller (VAR) program that enables other companies to resell` betterU’s programs to their network of customers or territories. As the Company has been developing the partnerships and

platforms for the VAR groups, only a small revenue amount has started through the VAR, but the Company is confident this will generate much more over 2021 as the established VAR partnerships executed in multiple countries. This model is expected to add more revenues in the months to come then other channels as it opens up larger networks of users leveraging our VAR partners. The model is a revenue share structure, whereby betterU receives 60% of the revenue split. This model is growing at a faster rate than any other model. The company believes the level of interest is due to the need for online education required by companies, governments and SME business during COVID looking for scalable solutions that they can white-label. The VAR program is a partnership structure whereby the Company works with the partners to drive revenues collectively. In essence the VAR program is like having sales and business development companies representing the Company’s solutions to their clients.

The following are examples of the Company’s developing revenue pipeline.

Paramount Staffing, a $200M+ USA staffing company, owned by Proman, a $3B staffing company in France, started with betterU at the beginning of the pandemic as a beta client and betterU worked to ensure they were supported to the fullest, while the Company continued to develop and shape their u p d a t e d solution. This quarter, Paramount informed the Company that they would be transitioning all their learning programs solely to betterU from their multiple providers across the USA. Paramount’s core team of 301 employees were transitioned over to betterU and the company is also in the process of transitioning between 4,000 – 6,000 of their associate employees over to the platform. Paramount (under B2B category) has started consuming content on a monthly basis since Q2 and is growing their monthly users and consumptions. After working with betterU for this last year, they realized the benefits of accessing simplicity, flexible pricing, a robust learning management system as well as growing library of skills courses and assessments. The following is a video testimonial from Paramount. It made the most sense to work only with one provider and betterU was their choice. betterU has begun regularly invoicing this client and is expected to continue to grow throughout 2021. As a result of their excitement with betterU, they have also agreed to promote betterU to their clients to help provide their network with access to all betterU has to offer To support these efforts, the company developed the following website for Paramount - https://paramountskills.com/en/ In addition to Paramount, betterU is starting to focus on their Parent company Proman, having already completed one introductory meeting this last year with their leadership in North American and France. Proman has over 30,000 employees across 10 countries and a significant corporate network. By successfully supporting their USA operations, as the company has done, the opportunity for growth within their global network has increased in probability and one of betterU’s core focuses. In order to support operating in Europe, the company established betterU Europe Ltd, a wholly owned company of betterU Education Corp.

Our SaaS Skills Platform now enables the company to support the global market through their Value-AddedReseller (VAR) Program. Instead of betterU setting up operations and a team in other countries, through our VARs program, we now provide international partners with access to our fully loaded platform (managed through us), under their own brand and customized for their target audience. This structure, now that betterU controls the platform and content fully, with a lean, less expensive impact on the business. This is a similar structure to Shopify whereby we enable our partners with the resources, platform and backend support to run their own 'Skills Development Business', with the main difference that their users are all buying from the same master library of curated content managed by betterU. The increased value to betterU is that through the VAR program, the company benefits from their network of the partner in achieving greater revenues. The company cannot disclose individual revenue forecasts per VAR due to confidentiality with each partner.

The following are examples of our growing VAR network:

NRC - (Morocco) – skillmorocco.com with platform ncrm.lms.betteru.ca
UNICAF - (Cyprus) – UNICAFSkills.com with platform lms.unicafskills.com
Better Media (Thailand) – skillthailand.com with platform bmt.lms.betteru.ca
Emagined (Australia) – emaginedskills.com with platform emagined.lms.betteru.ca
Aerospace and Aviation Sector Council (India) –aviationskills.in with platform aassc.lms.betteru.ca

Banking, Financial, Security and Insurance Sector Skill Council (India) - https://bfsiskills.in with

platform https://bfsi.lms.betteru.caBecause of the flexibility of the company’s SaaS Skills Platform, in early 2020, betterU had the ability to submit a proposal for an opportunity to develop a Work Integrated Learning (WIL) program. betterU went through months of review and approval stages, developing the proposed WIL solution that included betterU's SaaS skills solutions. betterU was informed on October 2nd, 2020, by the Business Higher Education Roundtable that it had been approved to develop their Work Integrated Learning (WIL) platform and ecosystem leveraging betterU’s new pivoted system and solutions. For the months that followed, betterU worked with their business development, contracting and marketing teams to develop the solutions. This work took months of efforts to develop resulting in the launch of Skills Council of Canada Ltd., a wholly owned subsidiary company of betterU Education Corp. focused on WIL+SKILLS opportunities in Canada with a primary market of Indigenous and more vulnerable communities across Canada. The company invoiced Business Higher Education Roundtable for the completion of their milestone which ended this quarter, launching the company’s WILprogram that included engaging with multiple indigenous communities to develop partnerships, working with corporate to provide details about the WIL programs and collaborating with multiple post-secondary institutions across Canada, including Seneca College Centennial College, Cumberland Colleges and more Skills Council of Canada is now developing more revenue opportunities across Canada having already executed on agreements with Indigenous groups such as Indigenous Works. The following is one of the outcomes of this project https://skillscouncil.ca/en

Additional revenues included from Positive Venture Group, another corporate client with approximately 50 employees that have leveraged betterU’s platform for skilling their employees in the financial staffing sector. betterU has executed on an agreement in Thailand with Better Media and Tech Ltd. TH. whereby the reseller required customized solutions and was invoiced as part of their requirements.

There are many additional revenue streams that the company has been developing, including completing multiple RFPs for skills development opportunities in the USA, Morocco and Africa. betterU had been shortlisted for all three RFPs written, of which one has engaged with betterU on multiple interviews and for which the following platform has been assemble as part of the demo process - https://technoserveskills.org/ The advanced solutions that betterU has been creating, has resulted in interest from many more global prospects then any year previously and over 2021 betterU will be advancing all opportunities leveraging the growing successful partners and corporate clients. The following are the projected revenues based on the relationships and opportunities under development. Please note that with any revenue projections, they can change depending on many factors. With the effects of COVID, the market continues to be impacted by delays and uncertainties. It is important to note that the Company’s forecast can shift up or down depending on the market and the nature of a SAAS model, whereby any company can terminate a SAAS program with 30 days-notice. The Company is advancing many new VAR partners to support growth and risks against the forecasts provided here. The following forecasts have been created based on the following factors:

Only clients that have signed with the Company. No prospects in the pipeline have been included.
The forecasts are based on the number of employees defined by clients or the number of users defined by VAR partners provided to the Company during combined planning.
The Company then used only 5% of those numbers as part of the monthly consumption with a conservative rising percentage over the year. This was to take into consideration any risk associated with the client delays due to such things as COVID.
The 12,000 users projected here from April 2021 – March 2022 is for the total number of users consuming content by the end of the fiscal year-end. To put the projections into prospective, one client in the USA has over 6,000 core and variable employees, a VAR partner in Africa has a network of over 12 million users, an VAR partner in Australia has over 5,000 users. Each partner, client varies on the number of people they are working to support with betterU’s platform.
Our SAAS model is chargeable on a monthly basis for our VAR and Corporate clients.
Our direct-to-consumer program is chargeable only as an annual fee of $249 USD. Part of the forecasting in the second quarter will be rolling out this program with a core focus on India. Sales partners within India as well as certified consultants are being set-up to support the offering. The following platform has also been established the support this program https://workhere-canada.com/. It is projected that the company will be able to achieve 100 new users per month based on the 126K followers from India and the level of interest already received.

All revenues for the quarter have been generated through the Company’s Canada Entity in both CND and USD currencies depending on the client location (Canada or USA).

Management has reviewed the detailed forecasts and agreed that the numbers are reasonable based on interest and closed deals. Note: Fiscal Year-end in the forecast for 2021 is from April 1[st] 2021 to March 31[st] 2022.

The purpose of the following forward-looking forecasts is to only share to the public that the company has a developing pipeline of revenue and opportunities that it is working to execute on. It is also important that the reader be cautioned to the nature of this disclosure as being only to inform the reader of the developing opportunities and that they should not rely on this information for any other purposes.

	FY2021-22
Revenue	$856,200
Content / Tech Partner Costs**	$252,000
Expenses (Ops)	$507,029

The company will continue to update the forward-looking statements in each quarterly MD&A and provide additional details in respect to any variances.

Note:

The material factors used to determine the forward-looking statements included forecasting discussions with clients and partners along with a defined expected number of target users per month of the Company’s products and services with the clients and partner. The assumption is that the clients and partners will achieve the agreed forecasts. The associated costs are directly related to the revenues achieved. If the revenues are lower or higher, the Content / Tech Partner Costs are equally adjusted. Expenses are namely related to payroll, OpsEx, and G&A that are also adjusted based on revenues. The Company adjusted its operational model to support a lean structure so that if revenues are lower, the Company’s structure is adjusted accordingly.
The following forward-looking information has material risk inherit and many vary due to such events that are out of the Company’s control for which consumption of the Company’s products or services may be delayed or terminated by its partners or clients based on their own operational challenges or requirements. Such impacts are possible considering the current start of the market due to the pandemic.

Revenue for the three months ended December 31, 2020 was $150,572 as compared to $578 for the three months ended December 31, 2019 and revenue for nine months December 31, 2020 was $154,086 as compared to $1,176 for the nine months ended December 31, 2019. The change in revenue was due to a change in the focus of the company’s platform, territory and target audience. While the vision is still the same, the delivery and model is different. The company was focused in late 2019 on the change in the business model and these changes resulted in little focus on revenues for the comparable prior year. The lessons learned over the years did frame out the solutions the company was about to launch in early 2020. Moving into 2020, the Company continued to focus on growing revenues now with it’s new mode through marketing initiatives, building key strategic relationships, as well as further developing its platform for its online gateway. Unfortunately, due to the pandemic, there were delays in adoption as our beta partners and prospective clients were not interested in trying something new. Most were looking for more established platforms, so betterU decided to focus on key relations and continue to build out the library of content and increased value so that once the market started to rebound, betterU would have a solution that would help drive more revenues and global opportunities.

OPERATING EXPENSES

Operating expenses for the three months ended December 31, 2020 was $141,255 compared to operating expenses of $310,615 for the three months ended December 31, 2019 and operating expenses for the nine months ended December 31, 2020 was $543,846 compared to operating expenses of $1,397,190 for the nine months ended December 31, 2019. A summary of the key components of operating expenses has been provided below. The decline in expenses were related to the change in the new model. Going forward the company expects more streamlined expenses as it does not require some of the previous efforts in R&D and building the foundation. Everything for the core platform, content and support systems are all in place and operating according to expectations. Expenses are expected to grow at reduced incremented rations compared to the growth of revenues.

Salaries and wages

Salaries and wages for the three months ended December 31, 2020 was $0 as compared to $62,221 for three months ended December 31, 2019 and for nine months ended December 31, 2020 was $0 as compared to $489,281 for nine months ended December 31, 2019. The reduction to $0, was a change in the company’s structure for how to manage employees. Instead of salaried employees, the employees agreed to move to contractor status so that it could provide the company with greater flexibility in managing staff expenses during changing market conditions. Under this model the company also has the ability to award contracts for fixed periods based on the workload and projects. With the impact on COVID, the change in the company’s business model, it was determined that this structure would enable a leaner model. The reduction in team costs is also due to the pivot to the Company’s new model. The new structure has enabled the company to become much leaner in their backend team due to more efficiencies within the platform. In prior months and years, the company has been working to build an all-in-one solution that required a greater team to source, manage partners and build/support the backend technologies. Today the company has a fully operational platform, whereby most is automated, no longer requiring as many programmers. The content is managed within the system, no longer requiring a team to manage content partners. The efforts to develop new platforms and marketing support has also been automated within the same system reducing the need for designers.

Rent and premises

Rent and premises for the three months ended December 31, 2020 was $0 as compared to $6,000 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 was $4,196 as compared to $62,787 for the nine months ended December 31, 2019. With COVID, the company moved to remote learning which resulted in a $0 cost for rent. The company does not expect to move back to the same office structure as it has become more cost efficient to work remotely.

Advertising and promotion

Advertising and promotion for the three months ended December 31, 2020 was $565 compared to $0 for the

three months ended December 31, 2019 and for nine months ended December 31, 2020 was $3,451 compared to $108,668 for the nine months ended December 31, 2019. This spending primarily related to the Company’s speaking engagements, conferences, digital and promotional initiatives in support of its marketplace. The majority of advertising and promotion was within India and through the company’s partnerships with leading media groups. The company stopped using the services as it pivoted to the new business model. The company does not sell direct to user, which was the main reason for use of the media groups. The company’s new model focuses on businesses.

Professional Fees

Professional fees for the three months ended December 31, 2020 was $27,500 as compared to $231,229 for the three months ended December 31, 2019 and for nine ended December 31, 2020 was $124,550 compared to $592,695 for the nine months ended December 31, 2019. Much of the professional services were related to previous auditors and legal services. The company made a change in providers due to their cost and selected partners that were more aligned with the business.

Travel

Travel expenses for the three months ended December 31, 2020 was $0 as compared to $14,729 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 was $0 compared to $58,981 for the nine months ended December 31, 2019. These costs are associated with a combination of attendance at conferences and events to promote betterU, travel associated with setting up partnerships with educational institutions and ongoing development of strategic relationships which has been reduced to $0 due to COVID.

Stock based compensation

Stock based compensation expenses for the three months ended December 31, 2020 $132 as compared to negative $17,761 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 was $855 as compared to $46,569 for the nine months ended December 31, 2019. This relates to the expense in the period associated with the stock options granted to employees, consultants and directors.

Finance expense

Finance expense for the three months ended December 31, 2020 was $101,685 as compared to $98,297 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 was $291,314 as compared to $260,333 for the nine months ended December 31, 2019. Finance expenses in the current period mainly relates to interest on Promissory Notes including short term loans. The company is working on a restructuring plan to help reduce the cost burden of finance expense. Having already discussed with creditors, most are willing to enter into a new arrangement that would reduce this burden significantly. The board and leadership of the company are currently working on the plans and expect to execute on them by the first quarter of 2021.

Exchange differences on translating operations

At the end of each reporting period the results and financial position of the Indian subsidiary are translated into the Company’s presentation currency. Assets and liabilities are translated at the closing rate. Revenues and expenses are translated using the average rate for the reporting period, as an approximation to the exchange rate at the date of each transaction. All exchange gains and losses on translation are included in other comprehensive loss and accumulated in the exchange differences on translating operations.

During the three months ended December 31, 2020 the Company recorded unrealized foreign exchange gain of $1,780 as compared to exchange loss of $10,135 for the three months ended December 31, 2019 and unrealized foreign exchange gain for nine months ended December 31, 2020 was $2,112 as compared to unrealized foreign exchange gain of $8,889 for the nine months ended December 31, 2019. This relates primarily to the translation of the Indian foreign operations into Canadian dollars.

Comprehensive loss

The comprehensive loss for the three months ended December 31, 2020 was $87,382 as compared to $418,469 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 was $567,499 as compared to $1,647,463 for the nine months ended December 31, 2019.

Loss per common share Basic and diluted loss per common share: Weighted Average Number of Common Shares	31-Dec-20 31-Dec-19 31-Dec-20 31-Dec-20 $(0.001) $(0.010) $(0.007) $(0.020) 78,271,751 73,360,512 78,271,751 73,597,496

OUTLOOK

The following outlook is a much more detailed description of the Company and to the efforts and value the team has been putting together for the future of the world.

The Company’s pivot in late 2019, which launched in early 2020, was from years of experiences gained in India working to develop an all-one-in education marketplace. betterU had developed the marketplace, engaged, and partnered with dozens of global educators to provide them with access to a platform whereby betterU would simplify the entire process for users and educators. This was the model that betterU after years of R&D felt was the right solution, but it was not working as planned in India and needed to be adjusted. By 2019, betterU did a complete review of the business models, levels of education, content partners and user experience to determine what needed to be adjusted, in order to move forward. All businesses pioneering new innovations must go through this ongoing trial and error in order to find and create the right solution. As betterU was working to solve one of the world’s largest problems, this was not an easy task, but the company persevered.

The following areas were identified as the main challenges hindering the success of the model and used as the basis for the pivot in late 2019:

User experience was broken : betterU was working to support each individual, but in doing so, needed to take into consideration the scope of education that would be required to accomplish this. The model was to bring together many educators, that combined, could support thousands of skills, 40 different sectors and the levels of skills within each person. What betterU struggled with was the collaboration and integration of each educator into a seamless single management system. This proved to be challenging not because of the model, but because of the constraints of the educators. The many issues with educators included that:
Some educators could track a user progress, while other educator’s systems could not.
Some educator’s systems were innovative, while many were dated and incompatible.
Some educators were willing to share data, while others were not.
Some educators had the ability to create APIs, while others were not.
When educators were unable to properly share data or integrate, users were not able to seamless move from one program to the next. When a educator adjusted pricing or updated content, betterU’s platform was not informed.
Without the integration of education from the network of educators, it became problematic to ensure user experiences and progress were managed, monitored, current, and properly supported. As a result, users felt lost and fragmented.
Management of users’ progress was non-existence : Educators betterU was working with were either unwilling or unable to provide user data back to betterU in order for us to track the progress of each users. Because of this, betterU could never determine how to support each users as they progressed. What was critical in the development of a user’s skills growth was understanding their skills gap and then providing them with a learning path that could support their requirements. When the learning path is broken because educators do not/cannot share data back to a single management system, the user’s advancements are halted.

• Target market focus – betterU had thought that by providing access to education across all levels 9

of education (K-12, exam prep, post-secondary, skills development, self-interest) they could support all industries and needs. This became problematic after realizing:

Each level had a different level of local, provincial and government standards and approvals.
The multiple levels confused users arriving to the platform.
The education problem identified above ran across each level.

The 2019 Pivot

After a thorough review of the challenges and the model, betterU determined that one of the most significant education levels it was working to support was the skills industry. As per betterU’s vision, the goal was to build solutions that could support India, but then expand on a global prospective and after R&D the skills industry outside of India, it was determined this was the right focus. To make an immediate change, betterU informed all educators of its’ plans, terminating partners in the K-12 and other spaces betterU was moving away from. It then informed skills educators that if they wanted to remain as part of betterU’s programs, they would need to meet the standards that betterU would be putting in place. To support this focus, betterU moved to adjust the model to include the following:

Replace betterU’s open marketplace to a control marketplace that can address the previous issues.
The foundation of control with a Learning Management System (LMS) that would be able to support the needs of:
All stakeholders (Government, industry, Company, Educators, Users)
Platform would need to include:
- Very robust management, reporting and control system.
- Ability to add different administrators, instructors and learners.
- White labelled micro learning structures to support each separate client/partner.
- Ability to connect into other LMS, HRIM, CRMs and more to support different environments.
- Ability to custom content development and support hosting of libraries of content in multiple formats (video, youtube, content, web content, audio, SCORM and more).
- Hosting needed to be scalable and in the Cloud with a provider that has global presence (AWS).
- Multilingual to support diverse global languages.
- Gamification, certification, collaboration tools to provide all-in-one structures.
- Blended delivery (in-class structures, online structures) and ability to deliver through scheduling and management system.
- Ability to be delivered on desktop, through multiple browsers, mobile (android, iOS) as well as consider pre-downloading options for low internet access.
- Automation system that supports user progress management.
- Self and controlled registration and management system.
- Ability to create a controlled content marketplace.
- A flexible system that enables growth, scalability and customization.
- An affordable system that can support all types of groups.
The single platform ecosystem that would oversee, manage and control all separate entities that would be using the system.
The single platform would need to be able to distribute content seamlessly to any global client or partner pulling the content from a single source.
All global clients and partners, while managing their own white labelled betterU platforms, would also be integrated into betterU’s single system providing complete transparency of users and activities within their system ecosystem.
Only betterU would have control over the ecosystem.
The integrating of skills assessments and building a content library that betterU controls 100%.
Adding curating content from the market as well as education partners that wanted to remain as part of betterU’s proposed solutions.
Integrating Assessments

The Revenue Model

While the model itself follows the same in vision to provide access to education to all, the change in delivery structure and control over the ecosystem was a critical pivot to make. This pivot moves the Company to a B2+ (multiple groups) SaaS model that also continues to support the individual through a partner network. While the focus has moved from trying to sell to a person directly, the individuals are still supported, but through the skills industry ecosystem that is being developed. This includes the following structures:

Business-2-Business – The company is selling to companies to support their employees.
Business-2-Government – The company is selling to governments to support their countries’ sectors.
Business-2-Networks – The company is empowering others with their own white labelled platform.

All B2+ systems (B2B, B2G, B2N) integrate into betterU’s single platform. All B2+ networks are managed by the clients and partners of betterU, but ALL of them are integrated to betterU. betterU provides them with everything they need to be effective and efficient in the management of their networks. betterU has simplified the skills development process, access, delivery and so much more. The benefits to all that use betterU’s new innovations are significantly more then what is in the market today.

This can be validated by the level of interest, partners that have joined and the incredible testimonials from clients and partners that have already been achieved in the building of a new model, during a pandemic!

COVID-19 Impact on Pivot

Many have asked why the growth during the pandemic has not be much greater than it has been considering the global demands for online learning has been accelerating significantly for many other established EdTechs. The key has been growth across ‘established’ entities. betterU’s pivot happened at the end of 2019 and development of the platform solutions started early 2020 and launched the beta just before the Pandemic hit. The new program was just in its development phase and had not established itself in the industry yet. It took a lot of effort to develop the scope of materials required to load the platform with content, build integration solutions and other such structures required to start launching marketing campaigns and promotions of the new system. The following has been accomplished during the last 9 months:

LMS has been set-up, tested and operating successful with multiple beta clients who have turned into paying SaaS clients and started expanding their user base.
Platform started with only a handful of courses and betterU has been able to add 3,700+ skills programs across 200+ categories, much of this work, labour intensive.
Individual white labelled reseller platforms have been executed and betterU has created full marketing websites and integration into the LMS within Canada, USA, Morocco, South Africa, Cyprus, Thailand, Australia and India.
All promotional materials, social media campaigns, videos and animations, websites and other such content have been developed and updated to support targeted marketing campaigns to promote the new solutions.
Revenues, interest, and opportunities have increased more than any other prior year.

The following are more details to help explain what betterU has developed and the opportunities for 2021. Stay tunned for the upcoming press releases of the opportunities that have closed and are closing.

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2021 has already been a great start! betterU’s all-in-one skills platform is simplifying an industry that has been fragmented for a long time and been struggling to find the solutions. betterU is that solution and here is why.

The industry has been fragmented because of the reasons identify earlier. betterU has been working to solve these programs for many years and finally developed the right integrated solutions.

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LIQUIDITY AND CAPITAL RESOURCES

The tables below set out the cash and cash equivalents and working capital of the Company at December 31, 2020 and March 31, 2020 as well as the cash flows during the three and nine months ended December 31, 2020 and the three and nine months ended December 31, 2019.

Cash and Cash Equivalents Working Capital	Dec 31, 2020 5,754 (6,238,706)	31-Mar-20 3,576 (5,788,572)

Cash provided by (used in): Operating activities Net loss Adjusted for the following non-cash items: Amortization Revaluation of convertible debentures Accrued interest Government grant revenue Stock-based compensation Changes in non-cash working capital items: Accounts receivable Prepaid expenses Accountspayable and accrued liabilities Cash used in operating activities Investing activities Proceeds on disposal of property and equipment Purchase of property and equipment Receipt/(Payment)of amount due to shareholder Cash used in investing activities Financing activities Proceeds from issuance of promissory notes Proceeds from Equity financing Proceeds from CEBA loan Cashprovided by financing activities Exchange differences on translating operations Increase(decrease)in cash and cash equivalents Cash and cash equivalents,beginningofperiod Cashand cashequivalents, end ofperiod	Three months ended Dec 31, 2020 Three months ended Dec 31, 2019 Nine months ended Dec 31, 2020 Nine months ended Dec 31, 2019
	$ $ $ $ (89,161) (408,334) (569,612) (1,656,352) 835 949 2,733 4,665 (914) (702) (1,828) (1,482) 101,685 92,914 291,626 129,948 (3,331) - (7,868) - 132 (17,761) 855 46,569
	9,246 (332,934) (284,094) (1,476,652) (171,313) (22,482) (186,717) (26,689) (2,908) 71 (21,205) (19,834) 128,181 341,827 391,719 579,663
	(36,794) (13,518) (100,297) (943,512)
	- - - 20,271 179 139 360 - - (504) - (1,506)
	179 (365) 360 18,765
	- 25,000 - 25,000 - - - 909,500 20,000 - 100,000
	20,000 25,000 100,000 934,500
	1,780 (10,135) 2,113 8,889 (14,835) 982 2,177 7
	20,588 2,194 3,576 3,169
	5,754 3,176 5,754 3,176

As at December 31, 2020, the Company had cash available of $5,754 as compared to $3,576 at March 31, 2020. The working capital deficit was $ 6,238,706 as compared to deficit $5,788,572 at March 31, 2020. The change was mainly due to the cash used in financing operations during the current year’s quarter.

Operating activities

For the three months ended December 31, 2020 the Company used cash in operating activities of $36,794 as compared to cash used of $13,518 for the three months ended December 31, 2019 and for nine months ended December 31, 2020 the Company used cash in operating activities of 100,297 as compared to $943,512. This increase was primarily due to the operational spending and the repayment of certain outstanding liabilities. Lean operational costs over the next 12 months is limited to namely people costs, technology and servicing debt. Estimated costs over the next year is approximately $500,000. All Company executives and core staff, have agreed to reduce their salaries, defer their expenses and are willing to do what is needed to support sustainability. As part of our growth strategy, the Company needed to establish monthly repeatable revenue streams. Paramount Staffing as an example has already established their core staff of 300 people taking functional courses each month, with each required to also take elective courses each quarter. They are also ensuring their 4000-6000 associate team would be required to take mandatory compliance courses throughout the year. This monthly revenue stream will support core costs and will grow. The goal is to have each partner, including VARs consuming content each month ,thus paying each month.

The upward revenue trend being experienced by the Company is going to be compounded with each partner launching their platform, back by the Company’s platform to their network of employee and clients. To help in profitability, the adjustment to the model also has a positive impact which has reduced the costs of marketing, development, travel, management, partnerships development and office space. The platform includes a lot of automation, which has reduced staff requirements. The Company’s lean model enables them to be nibble during times such as the pandemic.

The Company’s ability to meet current obligations has and is being managed. Most of the company’s debt and liabilities are with those who believe in the vision of the Company and who also are personally close to Company’s leadership. The majority of creditors are also shareholders who are motivated to the success of the business.

Financing activities

Cash generated from financing activities for the three months ended December 31, 2020 amounted to $20,000 as compared to cash generated from financing activities of $25,000 for the three months ended December 31, 2019 and for the nine months ended December 31, 2020 $100,000 as compared to $934,500 for the nine months ended December 31, 2019. The Company intends to hold a private placement post resumption of trading. The Company has been delaying their private placement and fundraising efforts until it had completed the pivot and then was able to demonstrate the scope of opportunities the updated model presented. There have been several betterU shareholders and their network of investors that have expressed interest in the next private placement round of betterU, seeing how the new model has gotten great traction. The Company plans on holding a private placement round once trading has resumed. The Company is expected to hold a private placement for $2.5 million, expected to close in stages over the 3 months following resumption of trading. Specifics of the offer will be made available at that time.

The company has submitted for government grant funding, which it had been approved for funds that were used to support core staff over 2020. IRAP has also approved the Company for 2021 up to an additional $84,000 that is to be used to support core staff over the months to come.

To help improve the company’s balance sheets and support the Company’s past loans totaling $3,2M, the Company has been working with each debt holder on a restructuring plan that will reduce the debt by several million dollars and position the Company’s financials stronger to help support funding efforts. The restructuring plan is still being formulated but will include a convertible note that provides debt holders with a conversion to equity option, that is also triggered automatically based on funding milestones being achieved. The Company is still working through the conversion price, hold periods and other elements to ensure limited dilution, but all details will be subject to TSXV review and approval.

Financial Instruments

For carrying amounts of cash, trade accounts receivable, accounts payable and accrued liabilities and loans and borrowings, it is the opinion of the Company’s management that betterU is not exposed to significant interest or credit risk arising from these financial instruments. Commencing in fiscal 2015 the Company began to operate internationally with a subsidiary in India and is therefore subject to foreign currency risk. The Company reports its financial results in $CAD. The Company’s revenues for this quarter, while recorded in $CAD were transacted in both Canadian and US dollar as revenues as clients were both in Canada and the US. For future transactions, currency can be expected to be in multiple currencies as the Company is operating in multiple countries. All currencies will be consolidated and reported in $CAD. .

For further details on the debt and equity instruments issued and outstanding, please see the Notes to the Financial Statements.

CAPITAL RESOURCES

The Company’s objective is to maintain enough capital base so as to maintain investor, creditor and customer confidence and to sustain future development of the business and provide the ability to continue as a going concern. Management defines capital as the Company’s shareholders’ equity and debt instruments. The Board of Directors does not establish quantitative return on capital criteria for management. The Company currently has not paid any dividends to its shareholders.

The Company’s authorized share capital is an unlimited number of common shares. As at December 31, 2020 there were 78,271,751 common shares were issued and outstanding; 10,850,001 common share purchase warrants outstanding; 4,292,429 stock options outstanding.

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

The Company has no off-balance sheet arrangements other than those as stated below and within the section titled “Related Party Transactions”.

The table below presents the Company’s contractual obligations at December 31, 2020:

		Maturity Analysis	Maturity Analysis
	Carrying	Less than 1	Greater than
Accounts payable	Value 3,140,676	year 3,140,676	1 year -	Total 3,140,676
Promissory notes	3,265,000	3,265,000	-	3,265,000
Bank loan	40,032	40,032	-	40,032
Convertible debentures	23,084	23,084	-	23,084
	6,468,792	6,468,792	-	6,468,792

RELATED PARTIES

The following transactions have occurred in the normal course of operations:

a) In July 2014, the Company entered into a consulting services agreement with Anthony Keenan, a director of the Company. The agreement is for services rendered as a professional services consultant and board member to the Company at a rate of $7,000 per month. $426,386 remains in accounts payable and accrued liabilities on the consolidated statement of financial position as at December 31, 2020 (at March 31, 2020 - $393,174). The amounts are non-interest bearing and due on demand.
b) On March 31, 2020, the Company and the CEO settled a previous loan of $200,000 to the Loiselle Family Trust, which was advanced on March 6, 2017, and was interest bearing at the rate of 1% per annum. This loan was settled against an interest-free loan from the CEO of $129,000 that was outstanding, as well as contractor fees payable. At the time of the settlement, the net amount of the loans plus accrued interest was $78,520, which were deducted against the CEO’s unpaid compensation for the three months ended December 31, 2020. The net balance of the loans as at March 31, 2020 was $78,021.
c) Included in accounts payable and accrued liabilities is $393,917 due to the CEO for salaries and contractor fees payable as at December 31, 2020 (March 31, 2020 - $207,150).

SUBSEQUENT EVENTS

There were no subsequent events at this time.

RISKS AND UNCERTAINTIES

The Company operates in a dynamic, rapidly changing environment that involves risks and uncertainties, and as a result, management expectations may not be realized for a number of reasons. An investment in betterU common shares is speculative and involves a high degree of risk and uncertainty. The Company is highly dependent on additional financing to continue operations and there is no certainty that it will be able to obtain such financing. The current global economic crises pose additional risks and uncertainties which may materially affect management’s expectations (see “Risk Factors” within Schedule A below)

CRITICAL ACCOUNTING ESTIMATES

The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Significant estimates in the accompanying financial statements relate to the valuation of debt and equity instruments, asset impairments, accruals and provisions, unearned revenue, stockbased compensation and the estimated useful lives and valuation of property and equipment. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Consolidation

The Company consolidates subsidiaries when it obtains control. The Company has a 49.5% interest in SKI. The Company has concluded that it has control over SKI by virtue of its ownership interest and its authority to manager the strategic and operational decisions of SKI.

Financial liabilities

Financial liabilities that contain equity components or embedded derivatives require management to estimate the value allocated to each of the components. These estimates involve use of financial models such as present value calculations or the Black-Scholes model. Key inputs such as market interest, volatility and term are used.

Foreign currency

These consolidated financial statements are presented in Canadian Dollars, which is the Company’s functional and presentation currency. The functional currency for the Indian subsidiary is Indian Rupees, being the currency of the primary economic environment in which the entities operates. Items included in the financial statements of each entity are measured using their respective functional currencies and foreign currency transactions are initially recorded in the functional currency of each entity by applying the exchange rate ruling at the date of the transaction. At the end of each reporting period monetary items are re-translated using the closing rate. All exchange gains and losses are included in other comprehensive income in the financial statements. Non-monetary items measured in terms of historical cost are translated at the exchange rate at the date of the transaction and non-monetary items measured in terms of fair value are translated at the exchange rate at the date when the fair value was determined. At the end of each reporting period the results and financial position of the subsidiary are translated into the Group’s presentation currency. Assets and liabilities are translated at the closing rate. Revenues and expenses are translated using the average rate for the reporting period, as an approximation to the exchange rate at the date of each transaction. All exchange gains and losses on translation are included in other comprehensive income and accumulated in the foreign currency translation reserve.

Impairment of financial assets

Financial assets, other than those classified at fair value through profit and loss, are assessed for indicators of impairment at the end of the reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.