Fandifi Technology Corp. — Management Reports 2023

Jun 1, 2023

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FANDIFI TECHNOLOGY CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS YEAR ENDED JANUARY 31, 2023

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The following management discussion and analysis (“MD&A”) of the financial position and results of operations for Fandifi Technology Corp. (Formerly Fandom Sports Media Corp.) (the “Company” or “Fandfi”) should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended January 31, 2023. Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in Canadian Dollars.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Forward-Looking Statements

All statements made in this MD&A, other than statements of historical fact, are forward-looking statements. The Company’s actual results may differ significantly from those anticipated in the forward-looking statements and readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company undertakes no obligation to release the results of any revisions to forward-looking statements that may be made to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events. Forward-looking statements include, but are not limited to, statements with respect to future price levels, success of technology development, success of marketing and product adoption, development time-lines, currency fluctuations, requirements for additional capital, unanticipated expenses, trademark or patent disputes or claims, limitations on insurance coverage and the timing and possible outcome of pending litigation.

In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking statements. Such factors include, among others, risks related to the integration of acquisitions; future price levels; accidents, labor disputes and other risks of the technology industry; delays in obtaining approvals or financing.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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1.1 Date of Report: May 31, 2023

1.2 Overall Performance

Description of the Business

FANDFI is a publicly listed company incorporated in Canada on May 12, 2006 under the British Columbia Corporations Act. The Company is listed on the Canadian Securities Exchange under the trading symbol “FDM” and on the OTCBQ under the trading symbol “FDMSF”. The Company is also listed on the Frankfurt Stock Exchange under the trading symbol TQ:43

The Fandifi fan engagement platform is a module-based architecture using a proprietary technology. According to the target users and/or market requirements the platform is able to generate a customizable mobile enabled application. Since the platform consists of multiple modules, it is capable to include only the particular functionalities required by a very specific target audience, such as different authentication partners, different payment gateways, games, news feeds, etc. Even more, the platform, is able to spin off the custom applications for specific events, competition organizers, channel partners, and content creators etc. The customer’s privacy and security is a paramount concern of our operations, therefore the Fandifi Platform exists in a proprietary private cloud. The cloud nodes are located in the strategic locations throughout the world while maintaining the full near real-time synchronization and the implementation of the “any cast” technology automatically routes users to the node closest to their location. The deep integration with the DataBioniX™ platform allows for real-time data organization and extraction of the meaningful insights, including but not limited to, in-games statistics, teams related forecasts, gamers past and predicted performances, etc.

Stream and broadcast viewers along with Esports and Sports fan engagement and associated betting segments will provide guidance and direction in the buildout of a unique fan offering that blends sports predictions through social interaction.

The Company has confirmed that its Fandom sports network is active in a proprietary private cloud and provides multilingual support. Quickly achieving these milestones provides a foundation for the Company’s strategy of both a localized and global launch of Fandifi’s regulated betting and unregulated prediction business models.

The Company’s ability to continue as a going concern, to fund its technology developments and acquisitions and to ensure adequate working capital is dependent upon achieving profitable operations or upon obtaining sufficient additional financing. These factors may cast significant doubt on the Company’s ability to continue as a going concern. See section 1.6 below.

The address of the Company’s head office and principal place of business Suite 830 – 1100 Melville Street, Vancouver BC V6E 3A4 and the registered and records office is located at 2200 - 885 West Georgia Street, Vancouver, B.C., Canada, V6C 3E8.

Further information about the Company and its operations is available on the Fandfi website at fandomesports.com or on SEDAR at www.sedar.com.

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Principle Products

The Company’s principal product is a prediction engine which facilitates real time predictions in events ranging from esports, to sports to scripted to programing to live streamed broadcasts. Fandifi is able to provide these prediction actions to viewers to assist content creators in extending peak viewership metrics and to generate new revenue streams through in platform purchases. Fandifi will be able to present data for predictions from esports and sports data feeds as well as from community generated predictions that viewers that can overlay on any streamed content and then share with friends and their communities as challenges.

Fandifi will be selling recharge packs based on energy meter that depletes with each prediction entered. The amount of energy expended per prediction will fluctuate with each level attained within the game. Furthermore, people will be able to purchase in play boosters to up their scores for certain events to speed up their ‘level-up’ capabilities. For example, people to reach a certain level through gameplay before they can create predictions for their events or more for other third party events.

At this stage in the platform, the prizes will consist of digital in game rewards that are not transferable outside of the platform. Fandifi does have plans for NFTs but those will be equally earned by players whether they are playing for free or paying for power ups depending on specific events and Fandifi partner requirements. It is key that all players have equal opportunities to get rewarded for all prizes whether they pay or not.

1.3 Selected Annual Information (in Canadian dollars)

Year ended January31	2023	2022	2021
Revenues	$Nil	$Nil	$Nil
Net Loss	$3,564,868	$ (3,776,672)	$ (3,050,796)
Per Share	($0.04)	($0.05)	($0.09)
Total assets	$2,039,972	$4,929,597	$792,656
Short term liabilities	788,245	$140,102	$104,934

1.4 Results of Operations

Revenue:

The Company is in the development stage and does not generate revenues. To date the Company has not earned any significant revenues.

For the Year ended January 31, 2023:

General and Administrative Expenses:

General and Administrative expenses decreased by $213,652 to $3,564,868 during the year ended January 31, 2023 (2022: $3,778,520). During the year ended January 31, 2023, the Company continued to focus on building and

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completing the Fandifi platform. Significant expenses incurred during the year ended January 31, 2023 compared to 2022:

• Consulting and management fees increased by $372,660 to $1,366,210 (2022: $993,550) due to a management change within the Company and sports focused consultants.

• Development costs were $1,309,017 (2022: $962,787). In 2022, new management redesigned the platform and engaged a new developer to complete the product work.

• Marketing and promotion decreased by $418,988 to $143,118 (2022: $562,106) because of the Company’s focus on the new platform development and early 2023 launch.

• The Company recognized $27,100 in stock-based compensation during the year ended January 31, 2023 (2022: $778,298).

There are no trends, commitments, events or uncertainties presently known to management that are reasonably expected to have a material effect on the Company’s business, financial condition or results of operation other than uncertainty as to the speculative nature of the business, the uncertainty of social media and marketing trends, and the uncertainty of fundraising activities.

1.5 Summary of Quarterly Results

Three months ended January31,2023	Total revenues Nil	Net loss ($) 286,664	Loss per share ($) 0.00
October 31,2022	Nil	1,773,735	0.01
July31,2022	Nil	708,363	0.01
April 30,2022	Nil	796,106	0.01
January31,2022	Nil	1,530,131	0.02
October 31,2021	Nil	760,155	0.00
July31,2021	Nil	173,197	0.00
April 30,2021	Nil	1,313,189	0.02
January31,2021	Nil	1,209,321	0.02

1.6 Liquidity

At January 31, 2023, the Company had working capital of $99,741 compared to a working capital of $3,872,356 as at January 31, 2022. Working capital at January 31, 2023 consisted of: cash $626,414 (January 31, 2022: $3,444,811), commodity taxes recoverable $73,196 (January 31, 2022: $270,964), prepaid expenses $188,376 (January 31, 2022: $296,683) accounts payable and accrued liabilities $788,245 (January 31, 2022: $140,102).

The Company has financed its operations to date primarily through the issuance of common shares and debt. At January 31, 2023, the Company did have sufficient working capital for its short-term corporate obligations but generation of additional capital will be required for future operations until further funding or sufficient revenue can be generated from the Company’s FD Technology and mobile applications. As the Company cannot predict the time at which revenue will exceed expenses, the Company continues to seek capital through various means including the issuance of equity and/or debt. (See Note 1 of the financial statements for the year ended January 31, 2023).

In management’s view, given the nature of the Company’s operations, which consist of the development of the FD Technology and the mobile applications, the most relevant financial information relates primarily to current liquidity, solvency, and planned development expenditures. The Company’s financial success will be dependent upon the extent to which it can complete equity financing which may take longer than expected and the amount of future revenue, if any,

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is difficult to determine. The value of the core products is largely dependent upon many factors beyond the Company’s control, including live sports and esports entertainment and media trends and marketing trends and investors’ appetite for investments into small cap companies.

1.7 Capital Resources

As at January 31, 2023, the Company had cash and cash equivalents of $626,414 (January 31, 2022 $3,444,811) to settle liabilities of $788,245 (January 31, 2022 $140,102). A significant portion of the accrued liability will be settled by stock issuance. The Company expects to fund its liabilities, development, and operational activities over the next fiscal year with cash received from the issuance of equity securities, primarily through private placements, or from cash received from the exercise of warrants or stock options.

1.8 Off Balance Sheet Arrangements

At January 31, 2023, the Company had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to the Company.

1.9 Related party transactions

Related parties include the Board of Directors, officers and enterprises that are controlled by these individuals. Remuneration of key management of the Company was as follows.

Year ended:	January 31,	January 31,
	2023	2022
David Vinokurov(i)	$ 302,400	$ 244,528
Philip Chen(ii)	60,000	60,000
Penilla Klomp	36,000	38,000
Lyle Strachan(iii)	229,760	76,250
Christian Gravel	126,000	117,000
Stan Yazhemsky	126,000	117,000
	$880,160	$652,778

(i) On May 5, 2020, the Company entered into an agreement with Mr. Vinokurov’s firm Sniper Capital Corporation whereby the Company shall pay Sniper Capital $10,000 per month (increased to $14,400 per month at April 1, 2021) in exchange for management and consulting services to the Company. The agreement may be terminated by the Company by providing three months written notice (after May 5, 2021 by providing four months written notice) or by Sniper by providing one month’s written notice.

• (ii) The Company entered into an agreement with Philip Chen whereby the Company shall pay Mr. Chen $5,000 per month in exchange for the services of the Company’s Chairman of the Board. The agreement may be terminated by the Company by providing three months written notice, or by Mr. Chen by providing three months written notice.

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• (iii) On September 16, 2021, the Company entered into an agreement with Mr. Lyle Strachan whereby the company shall pay him $12,500 per month in exchange for financial accounting & reporting as well as management consulting services to the Company. The agreement may be terminated by the Company by providing one month written notice or by Mr. Strachan providing one month’s written notice.

• (iv) During the year ended January 31, 2023, the Company incurred share-based compensation costs (from the grant of stock options) totaling $Nil (2022: $585,811) to key management of the Company.

• (v) As at January 31, 2023, $174,890 (2022: $nil) was due to key management or companies controlled by key management, and included in accounts payable and accrued liabilities. Balance owning are unsecured, noninterest bearing and have no specified terms of repayment.

• (vi) As at January 31, 2023, the Company accrued and capitalized $500,000 for a license fee and incurred and expensed $996,243 for professional development services to a company who has an officer in common with the Company.

1.10 2023 Operational Highlights

Key operational 2022 highlights and accomplishments include:

On March 23, 2022, the Company submitted its application for Gaming related Supplier approval to the Alcohol and Gaming Commission of Ontario. The Company is currently working towards completing its application.

On March 28, 2022, Fandom Sports Media Corp., officially changed its name to Fandifi Technology Corp.

On April 20, 2022, Fandifi entered into a letter of intent with Los Angeles based Yoruba Media Labs. Under the terms of the LOI, Yoruba will be facilitating business collaborations for Fandifi with celebrity esports tournaments, globally recognized awards shows, original scripted programs and live music events.

On May 31, 2022, Fandifi entered into an affiliate marketing partnership and business development agreement with Blockgration Global Corp. Under the terms of the agreement, Fandifi together with Blockgration will leverage Fandifi’s fan engagement platform to existing Blockgration deployments in India, Philippines and Indonesia.

Additionally, the Company added Dr. Renjun Bao, PhD, as a member of the Fandifi advisory board. Dr. Bao is a renowned thought leader with extensive sports industry knowledge both in China and United States, having worked with many major international leagues. Dr. Bao currently serves as the director of business development and is a senior sports reporter for Tencent Sports America, where he is responsible for maintaining top-tier relations with major sports leagues for which Tencent has exclusive broadcast rights for the Chinese market.

Fandifi commenced Beta sign-ups on September 29, 2022. Players on the platform were driven to sign up for initial user testing via a multifaceted marketing campaign on Discord, Steam, Instagram, Twitch and YouTube amongst other media platforms. The Company further announced on October 6, 2022, that it commenced its first affiliate marketing outreach campaign with Elite Duels, a fantasy esports platform, to target users on the Elite Duels platform.

On November 10, 2022, the Fandifi fan engagement platform went live for initial user feedback and beta testing. Fandifi achieved results that exceeded original expectations. The Company reached its target sign up number while spending half of the budgeted amount. Using psychographic marketing techniques and simple contests to generate impressions

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and sign ups, Fandifi accomplished significant growth in followers across the spectrum of the Company’s social platforms and sign-ups for the Fandifi platform itself.

On December 7, 2022, Fandifi added Ryan McCumber to the advisory board. Mr. McCumber is a global sports tech evangelist having previously led KPMG global sports tech practice. Mr. McCumbers expertise encompasses growth strategy, global business development, capital investments and board advisory. SportsTech.ai also delivers consultancy services for large clients (clubs, federations and more), such as the Royal Belgian Football Association, and strategic planning for e-sports for Saudi Arabia Telecom Play. Mr. McCumber also leads the global virtual accelerator for Hype Sports which included many global teams, federations, and broadcasters, such as GS Warriors, LAFC, Toronto Blue Jays, NY Islanders, Miami Dolphins, PSG, Belgian National Team, Tennis Australia, River Plate, Bundesliga, French Football Federation, Sky TV and FIBA.

The Company has continued its ongoing development of its fan engagement and prediction platform adding significant elements of gamification and rewards to the ecosystem from feedback garnered during the Beta and is currently optimizing its mobile first strategy ahead of the coming partnership launches.

As of March 27, 2023, the Company relaunched its innovative fan engagement platform with new features, an improved user interface and exciting monetization opportunities for all content creators. With this update, Fandifi has taken its platform to the next level, allowing creators to engage more efficiently with their audience through a unique intelligent predictive technology while highlighting relevant brand and sponsor activations.

1.11 Proposed Transactions

There are no proposed transactions that will materially affect the performance of the Company.

1.12 Critical Accounting Estimates

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

1.13 Adoption of New Accounting Policies

Other than those disclosed in the financial statements for the year ended January 31, 2023, the Company has not adopted any new accounting policies.

New standards not yet adopted

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or the International Financial Reporting Interpretations Committee (“IFRIC”) but are not yet effective (as at January 31, 2023) and are not expected to have a significant impact on the Company’s consolidated financial statements.

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1.14 Financial Instruments and Other Risks

Financial Instruments

As at January 31, 2023, the Company's financial instruments consist of cash which is carried at fair value and receivable, and accounts payable which approximate fair value because of the short term nature of these instruments.

Fair Value

The Company classifies its fair value measurements in accordance with an established hierarchy that prioritizes the inputs in valuation techniques used to measure fair value as follows:

Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities

• Level 2 Inputs other than quoted prices that are observable for the assets or liabilities either directly or indirectly, and

Level 3 Inputs that are not based on observable market date

Cash is carried at fair value using a Level 1 fair value measurement. The carrying value of receivables and accounts payable approximate their fair value because of the short-term nature of these instruments.

Risks

Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and amounts receivable. Cash deposits and term deposits are maintained with a financial institution of reputable credit and are redeemable on demand. Amounts receivable consists primarily of GST returns due from Revenue Canada. The Company's opinion is that credit risk is low.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. Readers’ attention is drawn to Note 1 of the financial statements regarding going concern issue of the Company and section 1.6 of this MD&A. liquidity risk is assessed as high.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, marketing prices and/or stock market movements (price risk). Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cash and cash equivalents bear interest at market rates. Other current financial assets and liabilities are not exposed to interest rate risk because of their short-term nature or being non-interest bearing. Market risk is assessed as low.

Foreign currency risk

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Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The foreign currency risk for the Company is low.

Other Risks

Fandom’s limited operating history

The Company has very limited to no operating history, and no history of earnings or profits. It currently has no customers or means of cash flow from operations. As such, the Company’s business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the early stage of development. As the Company is in an early stage and is only introducing its service to the public, it is very difficult to evaluate the viability of the Company’s business. The Company has no experience in addressing the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as the Company’s target markets. There can be no assurance that the Company will be successful in addressing these risks and the failure to do so in any one area could have a material adverse effect on the Company’s business, prospects, financial condition and results of operations. There is no assurance that the Company’s business will be a success.

Financing

In the short term, the continued operation of the Company will be dependent upon its ability to procure additional financing. The Company must obtain such financing through a combination of equity and debt financing and there can be no assurance that the Company can raise the required capital it needs to build and expand the Company’s business. Without this additional financing, the Company may be unable to advance the Company’s business model, and the Company will likely fail. There can be no certainty that the Company can obtain these funds, in which case any investment in the Company may be lost. The raising of equity funding will also result in dilution of the equity position held by the Company’s shareholders.

Operational Risks

The Company will be affected by a number of operational risks against which it may not be adequately insured or for which insurance is not available, including catastrophic accidents; fires; changes in the regulatory environment; impact of non-compliance with laws and regulations; labor disputes; natural phenomena such as inclement weather conditions, floods, earthquakes and ground movements. There is no assurance that the foregoing risks and hazards will not result in damage to, or destruction of, the Company’s premises, personal injury or death, environmental damage, resulting in adverse impacts on the Company’s operations, costs, monetary losses, potential legal liability and future cash flows, earnings and financial condition. Also, the Company may be subject to or affected by liability or sustain loss for certain risks and hazards against which it cannot insure or which it may elect not to insure because of the cost. This lack of insurance coverage could have an adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.

Unforeseen Competition

There can be no assurance that significant competition will not enter the market and offer any number of similar services to those provided by the Company. Such competition could have a significant adverse effect on the growth potential of the Company’s business by effectively dividing the existing market for such products and services.

Trends

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The Company’s success depends on the continuation of sports entertainment and media consumption popularity on mobile devices and the ability of products to add new users, sell brand sponsorship and generate revenue. Future revenues will be largely dependent on the company’s ability to generate revenue from third parties advertising within the Company’s products. Changes in media trends which affect user adoption and marketing habits may significantly affect the Company’s ability to collect revenue in the future. If third party marketers decide that the Company’s products are experimental or unproven, or if third party policies limit our ability to deliver or target advertising on mobile devices, or if adverse legal developments arise relating to advertising, including legislative and regulatory developments and developments in litigation, or if our products are unable to sustain or increase the value of our ads or marketers’ ability to analyze and measure the value of our ads, or if trends for advertising on mobile devices or on personal computers changes, our advertising revenue could be adversely affected.

Dependence on Personnel

The Company’s future success depends substantially on the continued services of its executive officers and its key development personnel. If one or more of its executive officers or key development personnel were unable to unwilling to continue in their present positions, the Company might not be able to replace them easily or at all. In addition, if any of its executive officers or key employees joins a competitor or forms a competing company, the Company may lose know-how, key professionals and staff members.

Management of Growth

The Company may experience a period of significant growth that will place a strain upon its management systems and resources. Its future will depend in part on the ability of its officers and other key employees to implement and improve financial and management controls, reporting systems and procedures on a timely basis and to expand, train motivate and manage the workforce. The Company’s current and planned personnel, systems, procedures, and controls may be inadequate to support its future operations.

Data Security Risks

The Company will utilize servers with significant amounts of data stored thereon. Should the Company be responsible for the loss of any or all of the data stored by it, the liability could materially undermine the financial stability of the Company. Also, much of the data stored at the Company’s premises or within the aforementioned servers will be confidential. Anyone who is able to circumvent the Company’s security measures could misappropriate proprietary information or cause interruptions in its operations.

Trading of the Company’s Shares

There can be no assurance of the future price of the Company shares. Further, there can be no assurance that there will be sufficient liquidity so as to permit investors to buy or sell the Company’s shares at any time, in quantities desired. As noted above, the Company’s continued operation will be dependent upon its ability to procure additional financing.

Dividends

The Company has not paid dividends to shareholders in the past and does not anticipate paying dividends in the foreseeable future. The Company expects to retain its earnings to finance growth, and where appropriate, to pay down debt.

Officer and Director Conflicts

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Because directors and officers of the Company and/or the Company’s subsidiary are or may become directors or officers of other reporting companies or have significant shareholdings in other technology companies, the directors and officers of the Company may have a conflict of interest in conducting their duties. There can be no assurance such conflicts of interests will be resolved to the benefit of the Company.

1.15 Other MD&A Requirements

Share capital

Issued

The Company has 82,105,133 shares issued and outstanding as at January 31, 2023 and 82,105,133 as at the date of this report.

Share Purchase Options

The Company has 8,536,668 stock options outstanding at January 31, 2023 and 8,536,668 as at the date of this report.

Warrants

The Company had 35,292,831 share purchase warrants outstanding at January 31, 2023 and 1,349,499 as at the date of this report.

1.16 Subsequent events

On March 1 2023, 10,845,398, $0.10 warrants expired unexercised, on March 31, 2023, 18,032,498 $0.36 warrants expired unexercised, and on April 7 2023, 5,065,436 $0.36 warrants expired unexercised.

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