FILING STATEMENT

IN RESPECT OF THE QUALIFYING TRANSACTION INVOLVING THE ACQUISITION OF ALL OF

THE ISSUED AND OUTSTANDING COMMON SHARES OF

CANADIAN TELERADIOLOGY SERVICES, INC.

Dated as of November 26, 2020

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement

GLOSSARY1
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION5
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 6
SUMMARY OF FILING STATEMENT6
SUMMARY OF THE PROPOSED QUALIFYING TRANSACTION 7
ARM'S LENGTH QUALIFYING TRANSACTION 8
CTS CONCURRENT FINANCING 9
EFFECT OF THE TRANSACTION9
PARTIES TO THE QUALIFYING TRANSACTION11
REASONS FOR THE TRANSACTION11 BUSINESS COMBINATION AGREEMENT 11
PROCEDURE FOR THE PROPOSED QUALIFYING TRANSACTION TO BECOME EFFECTIVE15
INTERESTS OF INSIDERS15
AVAILABLE FUNDS TO THE RESULTING ISSUER 16
PRINCIPAL PURPOSES OF FUNDS 16
SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 17
LISTING AND SHARE PRICE ON THE EXCHANGE 17
SPONSORSHIP 17
DETAILS OF ANY CONFLICT OF INTEREST17
INTERESTS OF EXPERTS 18 RISK FACTORS 18
CONDITIONAL LISTING APPROVAL 19
PART I - RISK FACTORS 19
PART II - INFORMATION CONCERNING GOOD2GO225
CORPORATE STRUCTURE25
GENERAL DEVELOPMENT OF THE BUSINESS 25
DESCRIPTION OF THE SECURITIES 26
STOCK OPTION PLAN 26
PRIOR SALES 27
STOCK EXCHANGE PRICE 28
ARM'S-LENGTH QUALIFYING TRANSACTION 28 LEGAL PROCEEDINGS 28
AUDITOR, TRANSFER AGENT AND REGISTRAR 28
MATERIAL CONTRACTS28
PART III - INFORMATION CONCERNING CTS29
CORPORATE STRUCTURE29
GENERAL DEVELOPMENT OF THE BUSINESS 29
NARRATIVE DESCRIPTION OF THE BUSINESS 30
SELECTED FINANCIAL INFORMATION AND MANAGEMENT'S DISCUSSION AND ANALYSIS33 DESCRIPTION OF THE SECURITIES OF CTS 33
PRIOR SALES 34
STOCK EXCHANGE PRICE 34
EXECUTIVE COMPENSATION35
MANAGEMENT CONTRACTS 35
NON-ARM'S LENGTH PARTY TRANSACTIONS35
LEGAL PROCEEDINGS 36 MATERIAL CONTRACTS36

PART IV - INFORMATION CONCERNING THE RESULTING ISSUER 37 NARRATIVE DESCRIPTION OF THE BUSINESS 38
DESCRIPTION OF THE SECURITIES 38
PRO FORMA CONSOLIDATED CAPITALIZATION 38
UNDILUTED AND FULLY DILUTED SHARE CAPITAL 38
AVAILABLE FUNDS TO THE RESULTING ISSUER 39
PRINCIPAL PURPOSES OF FUNDS 40

PRINCIPAL SECURITYHOLDERS AND CONTROL PERSONS 40
DIRECTORS, OFFICERS AND PROMOTERS 41
PROMOTER CONSIDERATION 43
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES43
PENALTIES OR SANCTIONS 44
CONFLICTS OF INTEREST 44
OTHER REPORTING ISSUER EXPERIENCE 44
INDEBTEDNESS OF DIRECTORS AND OFFICERS 47
INVESTOR RELATIONS ARRANGEMENTS 48
OPTIONS TO PURCHASE SECURITIES 48
ESCROWED SECURITIES48
AUDITOR, TRANSFER AGENT AND REGISTRAR 50
PART V – GENERAL MATTERS50
SPONSORSHIP 50
EXPERTS 50
OTHER MATERIAL FACTS51
BOARD APPROVAL 51
FINANCIAL STATEMENT REQUIREMENTS 51

GLOSSARY

"Affiliate" means a Company that is affiliated with another Company as described below. A Company is an "Affiliate" of another Company if:
(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person. A Company is "controlled" by a Person if:
- (i) voting securities of the Company are held, other than by way of security only, by or for the benefit of that Person, and
- (ii) the voting securities, if voted, entitle the Person to elect a majority of the directors of the Company. A Person beneficially owns securities that are beneficially owned by:
  - (1) a Company controlled by that Person, or
  - (2) an Affiliate of that Person or an Affiliate of any Company controlled by that Person;
"Agency Agreement" means the agency agreement entered on October 30, 2020 and the Supplement to Agency Agreement entered on November 25, 2020 between the Agent, Good2Go2 and CTS in respect of the Concurrent Financing;
"Agent" means Mackie Research Capital Corporation as lead agent along with Canaccord Genuity Corp. and Industrial Alliance Securities Inc.;
"Amalgamation" means the three-cornered amalgamation among CTS, Good2Go2 and Subco pursuant to which CTS will amalgamate with Subco under Section 181 of the CBCA and CTS Shareholders will receive Good2Go2 Shares on the basis of one Good2Go2 Share (on a post-Consolidation basis) for each one CTS Share held, all as contemplated by the Business Combination Agreement.

"Arm's Length Transaction" means a transaction which is not a Non-Arm's Length Transaction;

"Associate" when used to indicate a relationship with a person or company, means:

(a) an issuer of which the person or Company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to outstanding securities of the issuer,
(b) any partner of the person or Company,
(c) any trust or estate in which the person or Company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity,
(d) in the case of a person, a relative of that person, including
(i) that person's spouse or child, or
(ii) any relative of the person or of his spouse who has the same residence as that person;

but

where the Exchange determines that two persons shall, or shall not, be deemed to be associates with respect to a Member firm (as defined by the Exchange's policies), Member corporation or holding company of a Member corporation, then such determination shall be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company;

"Business Combination" means the business combination contemplated by the Business Combination Agreement;

"Business Combination Agreement" means the business combination agreement dated July 15, 2020 entered into among CTS, Good2Go2 and Subco, as amended on October 28, 2020, October 30, 2020 and November 26, 2020;
"CBCA" means the Canada Business Corporations Act, including the regulations promulgated thereunder, as amended;

"Closing" means the Completion of the Proposed Qualifying Transaction;

"Company" unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;
"Completion of the Proposed Qualifying Transaction" means the issuance of the Final Exchange Bulletin by the Exchange;
"Concurrent Financing" means a financing by the Agent on a "best efforts" private placement basis of 10,061,622 Subscription Receipts in two tranches at a price of \$0.45 per Subscription Receipt for (i) aggregate gross cash proceeds of \$3,915,230; (ii) 1,111,111 Subscription Receipts to Flow Capital Corp. at a deemed value of \$500,000 as part of the Royalty Buy-Out (as defined below); and (iii) 250,000 Subscription Receipts as payment for a work fee and advisory fee; to be completed on or before the Effective Date, all on the terms and subject to the conditions set out in the subscription agreements entered into between the subscribers for Subscription Receipts and CTS;
"Consolidation" means the consolidation of the Good2Go2 Shares on the basis of one post-Consolidation Good2Go2 Share for every 1.8 pre-Consolidation Good2Go2 Shares prior to the Completion of the Proposed Qualifying Transaction;
"Control Person" means any person or company that holds or is one of a combination of persons or companies that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;
"CPC" means a corporation:
(a) that has been incorporated or organized in a jurisdiction in Canada;
(b) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with the Exchange Policy 2.4; and
(c) in regard to which the Completion of the Qualifying Transaction has not yet occurred;
"CTS" means Canadian Teleradiology Services, Inc., a company existing under the CBCA and the company which is to be acquired by Good2Go2 pursuant to the Proposed Qualifying Transaction;
"CTS Agent Options" means 696,041 agent options to purchase CTS Units issued to the Agent in connection with the Concurrent Financing entitling the holder to acquire one CTS Unit at the exercise price of \$0.45 per CTS Unit for a period of 36 months from the Listing Date, each CTS Agent Option then outstanding will automatically be exchanged for one (1) Resulting Issuer Agent Option (as defined below), which shall be exercisable to purchase one (1) Resulting Issuer Share (as defined below), and one (1) Resulting Issuer Warrant (as defined below);
"CTS Board" means the board of directors of CTS;
"CTS Principal Shareholders" means Michell Geisler, Robert Landau and MEDD Medical Imaging Corp. (an Ontario private company) (formerly "Medical Imaging Corp.", a Nevada company).
"CTS Shareholders" means the shareholders of CTS;
"CTS Shares" means Class A common shares in the capital of CTS;
"CTS Warrants" means the common share purchase warrants in the capital of CTS;
"Director" means the director appointed under Section 260 of the CBCA;
"Effective Date" means the date of Closing, expected to be on or prior to December 9, 2020;

"Effective Time" means the time on the Effective Date that the Proposed Qualifying Transaction becomes effective;

"Escrow Agent" means TSX Trust Company;

"Exchange" or "TSXV" means the TSX Venture Exchange;
"Exchange Policy 2.2" means Exchange Policy 2.2 Sponsorship and Sponsorship Requirements of the TSXV Corporate Finance Manual;
"Exchange Policy 2.4" means Exchange Policy 2.4 Capital Pool Companies of the TSXV Corporate Finance Manual;
"Exchange Ratio" means the exchange of CTS Shares in exchange for Resulting Issuer Shares on the basis of one Resulting Issuer Share for each CTS Share (on a post-Share Amendments basis);
"Filing Statement" means this filing statement of Good2Go2, including the Schedules attached hereto;
"Final Exchange Bulletin" means the Exchange Bulletin evidencing final Exchange acceptance of the Proposed Qualifying Transaction that is to be issued following the Closing and the submission of all required documentation;
"Good2Go2" or "Issuer" means Good2Go2 Corp., a corporation existing under the CBCA;
"Good2Go2 Broker Warrants" means the broker warrants to acquire 225,000 Good2Go2 Shares at an exercise price of \$0.10 per Good2Go2 Share (on a pre-Consolidation basis) which expire on February 12, 2022, none of which have been exercised as at the date hereof;
"Good2Go2 Circular" means the management information circular prepared in connection with the Good2Go2 Meeting;
"Good2Go2 Meeting" means the special meeting of shareholders of Good2Go2 held on August 20, 2020 to approve, among other matters, the Consolidation, the Name Change, appointment of auditors, the Resulting Issuer Stock Option Plan and a new slate of four directors to replace the current directors of Good2Go2 effective immediately following the completion of the Proposed Qualifying Transaction;
"Good2Go2 Options" means stock options to acquire Good2Go2 Shares pursuant to the Stock Option Plan;
"Good2Go2 Shareholders" means the holders from time to time of Good2Go2 Shares;
"Good2Go2 Shares" means common shares in the capital of Good2Go2, as constituted on the date hereof (on a pre-Consolidation basis);
"IFRS" means the International Financial Reporting Standards as adopted by the International Accounting Standards Board;
"Insider" if used in relation to Good2Go2, means:
(a) director or senior officer of Good2Go2;
(b) a director or senior officer of the Company that is an Insider or subsidiary of Good2Go2;
(c) a Person that beneficially owns or controls, directly or indirectly, Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of Good2Go2; or
(d) Good2Go2 itself if it holds any of its own securities;
"Letter of Intent" means the binding letter of intent entered into between Good2Go2 and CTS dated June 24, 2020 outlining the general terms and conditions pursuant to which Good2Go2 and CTS agreed to complete the Qualifying Transaction, which letter of intent was subsequently superseded and replaced by the Business

Combination Agreement;

"Listing Date" means the date on which the Resulting Issuer Shares commence trading on the Exchange.

"Name Change" means the change of Good2Go2's name to "Leveljump Healthcare Corp.", or such other name as is acceptable to CTS and the Director under the CBCA;
"NEO" has the definition ascribed to it in Form 51-102F6 Statement of Executive Compensation under NI 51-102; "NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;
"Non-Arm's Length Party" means in relation to a Company, a promoter, officer, director, other Insider or Control Person of that Company (including an Issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any Company of which the individual is a promoter, officer, director, Insider or Control Person;
"Non-Arm's Length Qualifying Transaction" means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

"Person" means a Company or individual;

"Principal" has the meaning ascribed thereto in Exchange Policy 1.1 Interpretation of the TSXV Corporate Finance Manual;
"Promoter" has the meaning ascribed thereto in the Securities Act (Ontario);
"Proposed Qualifying Transaction" means the Qualifying Transaction pursuant to which Subco and CTS will be amalgamated and Good2Go2 will acquire all of the issued and outstanding CTS Shares in accordance with the terms and conditions of the Business Combination Agreement and as more particularly described in this Filing Statement;
"Qualifying Transaction" or "QT" means a transaction where a CPC acquires Significant Assets other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means. Good2Go2 intends that the Proposed Qualifying Transaction constitute its Qualifying Transaction;
"Related Party Transaction" means a transaction involving Non-Arm's Length Parties, or other circumstances exist which, in the opinion of the Exchange, may compromise the independence of Good2Go2 with respect to the Proposed Qualifying Transaction;
"Resulting Issuer" means Good2Go2 as it exists upon Completion of the Proposed Qualifying Transaction, to be renamed "Leveljump Healthcare Corp.";
"Resulting Issuer Agent Options" means agent options of the Resulting Issuer, previously issued by CTS in connection with the Concurrent Financing, which are exercisable into one (1) Resulting Issuer Share and (1) Resulting Issuer Warrant exercisable at a price of \$0.50 for a period of 36 months from the Date of Listing;
"Resulting Issuer Broker Warrants" means broker warrants of the Resulting Issuer which are exercisable into Resulting Issuer Shares, previously issued by Good2Go2 in connection with the initial public offering;
"Resulting Issuer Stock Options" means options entitling their holders to purchase Resulting Issuer Shares under the Resulting Issuer Stock Option Plan;

"Resulting Issuer Shares" means the post-Consolidation common shares in the capital of the Resulting Issuer;

"Resulting Issuer Stock Option Plan" means an amended and restated stock option plan of Good2Go2 which will

supersede the Stock Option Plan;

"Resulting Issuer Warrants" means warrants of the Resulting Issuer which are exercisable into Resulting Issuer Shares at the exercise price of \$0.45 per share for a period of 36 months from the Listing Date;
"Royalty Buy-Out" means a Royalty Buyout Agreement between CTS, Medical Imaging Corp. Flow Capital Corp. and Flow Capital US Corp. dated July 17, 2020 (Flow Capital Corp. and Flow Capital US Corp. being referred to collectively as "Flow Capital") as amended by Buyout Amending Agreements dated October 28, 2020 and November 24, 2020 respectively to be completed prior to listing of the Resulting Issuer pursuant to which: (i) Flow Capital will be paid C\$1,500,000 in cash; (ii) issued 1,111,111 Subscription Receipts by CTS at a deemed value of \$500,000; (iii) MEDD Medical Imaging Corp. will transfer to Flow Capital 3,288,889 Resulting Issuer Shares from the Resulting Issuer Shares it receives in connection with the Qualifying Transaction; and (vi) Flow Capital will transfer the 1,111,111 Resulting Issuer Warrants to MEDD Medical Imaging Corp. from the Subscription Receipts received in connection with the Concurrent Financing (see Part III – Information Concerning CTS – Material Contracts for details);
"Significant Assets" means one or more assets or businesses which, when purchased, optioned or otherwise acquired by Good2Go2, together with any other concurrent transactions, would result in Good2Go2 meeting the initial listing requirements of the Exchange;
"Stock Option Plan" means the stock option plan as adopted by Good2Go2 and which will be replaced by the Resulting Issuer Stock Option Plan;
"Subco" means 12199483 Canada Inc., a wholly-owned subsidiary of Good2Go2, incorporated pursuant to the CBCA;
"Subco Shares" means common shares in the capital of Subco;
"Subscription Receipt Agreement" means the subscription receipt agreement dated October 30, 2020 and the Supplement to Subscription Receipt Agreement dated November 25, 2020 entered among CTS, TSX Trust and the Agent;
"Subscription Receipts" means the subscription receipts of CTS to be issued as part of the Concurrent Financing, each representing the right of the holder thereof to receive, in certain circumstances set forth in the terms of the Subscription Receipt Agreement, one unit of CTS, consisting of one CTS Share (on a post-Share Amendments basis) and one CTS Warrant, without any further act or formality, and for no additional consideration, each of which shall be exchangeable into one (1) Resulting Issuer Share and one (1) Resulting Issuer Warrant, upon satisfaction of the escrow release conditions in accordance with the terms of the Subscription Receipt Agreement;

"Tax Act" means the Income Tax Act (Canada) and the regulations thereunder;

"TSXV Corporate Finance Manual" means the Corporate Finance Manual of the TSXV;

"Voting Shares" means a security of Good2Go2 that:

(a) is not a debt security; and
(b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing; and
"Warrant Indenture" means the warrant indenture dated October 30, 2020 and the Supplement to Warrant Indenture dated November 25, 2020 entered between CTS, Good2Go2 and TSX Trust.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This Filing Statement contains references to the Canadian dollar and the US dollar. All dollar amounts referenced,

unless otherwise indicated, are expressed in Canadian dollars. US dollars are referred to as "US dollars" or "US\$". As at November 25, 2020, the indicated rate as reported by the Bank of Canada was US\$1.00 = CDN\$1.3003 or CDN\$1.00 = US\$0.7691.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Certain statements in this Filing Statement and the schedules attached hereto are forward-looking statements which may include, but are not limited to, statements with respect to: predictions about the Resulting Issuer's earnings, revenues, margins, expenses or other financial matters; forecasts of financial condition, results of operations, liquidity position, or working capital requirements; the completion, timing and expected effects of the Proposed Qualifying Transaction and the benefits anticipated to be received by Good2Go2, CTS and/or the Resulting Issuer from such transactions; the completion of the Concurrent Financing; the impact of changes to the Resulting Issuer's compensation-based arrangements; the impact of potential future offerings and sales of debt or equity securities; plans or expectations with respect to product development activities, business strategies or restructuring and expansion activities; demand and growth of the market for the Resulting Issuer's offerings or for the offerings of its competitors; the impact of the Resulting Issuer's response to and implementation of recent accounting pronouncements on its consolidated financial statements and the related disclosures; sufficiency of internal controls and procedures; the success of the Resulting Issuer's plans to realign and reallocate its resources; limitations of insurance coverage; the timing and possible outcome of regulatory matters; and assumptions or estimates underlying any of the foregoing.

Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "projects", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements 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, assumptions and other factors that may cause the actual results, performance or achievements of CTS or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the factors discussed in the section entitled "Risk Factors" in this Filing Statement. Although Good2Go2 and CTS have 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 to differ from those anticipated, estimated or intended.

Although Good2Go2 and CTS believe that the expectations represented in such forward-looking statements are reasonable, 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. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement and by the risk factors described in the Filing Statement under the heading "Risk Factors". The forward-looking statements contained herein are made as of the date of this Filing Statement and Good2Go2, CTS and the Resulting Issuer disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise, except where required by applicable securities laws.

SUMMARY OF FILING STATEMENT

The following is a summary of information relating to Good2Go2, CTS and the Resulting Issuer (assuming Completion of the Proposed Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. Capitalized terms used in this summary, and not defined in this summary, will have the meaning provided in the Glossary or elsewhere in this Filing Statement. No person is authorized to give any information or to make any representation not contained in this Filing Statement and, if given or made, such information or representation should not be relied upon as having been authorized. This Filing Statement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. Neither delivery of this Filing Statement nor any distribution of the securities referred to in this Filing Statement shall, under any circumstances, create an

implication that there has been no change in the information set forth herein since the date of this Filing Statement.

Summary of the Proposed Qualifying Transaction

On June 24, 2020, Good2Go2 and CTS entered into the Letter of Intent in respect of the Proposed Qualifying Transaction, as described in news release dated June 29, 2020. The Letter of Intent was superseded by a formal Business Combination Agreement dated July 15, 2020 for purposes of carrying out the Proposed Qualifying Transaction.

Pursuant to the terms of the Business Combination Agreement, Good2Go2 will acquire all the issued and outstanding CTS Shares through the three-cornered amalgamation of CTS with Subco, a wholly-owned subsidiary of Good2Go2. For the purposes of the Proposed Qualifying Transaction, CTS and Good2Go2 have agreed that Good2Go2 shall have a deemed value of \$1,200,000 and CTS shall have a deemed value of \$13,800,000 for an aggregate value of \$15,000,000 (prior to giving effect to the Concurrent Financing). In connection with the Business Combination Agreement, Good2Go2 advanced \$25,000 (the "Bridge Loan") on an unsecured basis to CTS pursuant to the provisions of Exchange Policy 2.4.

Canadian Teleradiology Services, Inc. or CTS, provides teleradiology services to Canadian hospitals in order to solve their Radiologist shortages (see "Part III – Information Concerning CTS – Narrative Description of the Business").

Holders of CTS Shares will receive one Resulting Issuer Share in exchange for each CTS Share held. In addition, all of the outstanding CTS Agent Options and CTS Warrants will be exchanged for comparable securities of the Resulting Issuer (i.e. Resulting Issuer Agent Options and Resulting Issuer Warrants) on economically equivalent terms on the basis of the Exchange Ratio. Upon completion of the business combination and before giving effect to the Concurrent Financing, the Resulting Issuer will have 37,383,571 Resulting Issuer Shares issued and outstanding.

On October 30, 2020, CTS closed the sale of a first tranche of the Concurrent Financing ("Tranche 1") through the issuance of subscription receipts (each, a "Subscription Receipt"). Under Tranche 1, CTS issued 5,719,682 Subscription Receipts at an issue price of \$0.45 per Subscription Receipt for gross cash proceeds of \$2,573,857. CTS also issued: (i) 1,111,111 Subscription Receipts at a deemed value of \$500,000 as part of the Royalty Buy-Out; and (ii) 250,000 Subscription Receipts as payment for a work fee and advisory fee at the aggregate deemed value of \$112,500 payable to the Agent. On closing of the Proposed Qualifying Transaction, each Subscription Receipt will be automatically exchangeable, without additional payment of additional consideration, into Resulting Issuer Shares on the basis of one (1) Resulting Issuer Share and one (1) common share purchase warrant of the Resulting Issuer ("Resulting Issuer Warrant") for each Subscription Receipt. Each Resulting Issuer Warrant will entitle the holder thereof to acquire one additional Resulting Issuer Share at a price of \$0.50 for a period of 36 months from the closing date of the Concurrent Financing. The Subscription Receipts will be exchanged for Resulting Issuer Shares upon the occurrence of certain events, including the completion of the Proposed Qualifying Transaction and the conditional listing of the Resulting Issuer on the Exchange.

On November 25, 2020, CTS closed the sale of a second tranche of the Concurrent Financing ("Tranche 2") through the issuance of 2,980,829 Subscription Receipts at a price of \$0.45 per Subscription Receipt for gross proceeds of \$1,341,373.

The Proposed Qualifying Transaction will constitute Good2Go2's Qualifying Transaction pursuant to Exchange Policy 2.4 and will constitute a reverse take-over of the Resulting Issuer inasmuch as the former Good2Go2 Shareholders will own (on an undiluted basis) approximately 7.5% of the equity of the Resulting Issuer immediately after Closing and completion of the Concurrent Financing. See "Part IV – Information Concerning the Resulting Issuer".

An annual and special meeting of the Good2Go2 Shareholders was held on August 20, 2020 where Good2Go2 Shareholders approved, among other matters, the Consolidation, the Name Change, appointment of auditors, the Resulting Issuer Stock Option Plan subject to the Completion of the Proposed Qualifying Transaction, and the conditional election of four proposed directors of the Resulting Issuer, with such appointments to take effect only upon the Completion of the Proposed Transaction. In accordance with the Business Combination Agreement and subject to regulatory approval, Good2Go2 proposes to change its name to "Leveljump Healthcare Corp." or such other name as is acceptable to CTS and the Director. The Name Change will take effect by the filing of articles of amendment on or prior to the date of Closing, pending completion of all of the conditions set forth in the Business Combination Agreement. The completion of the Consolidation and the approval of the Name Change by the Exchange and the Good2Go2 Shareholders are conditions to the Closing. The current directors of Good2Go2 have no intention of acting upon the authority granted to them under the resolutions passed at the Good2Go2 Meeting if the Proposed Qualifying Transaction is not completed.

Pre-Consolidation, Good2Go2 has 5,450,000 Good2Go2 Shares issued and outstanding, as well as 505,000 Good2Go2 Options exercisable at a price of \$0.10 per Good2Go2 Share until February 12, 2025 and 225,000 Good2Go2 Broker Warrants exercisable at a price of \$0.10 per Good2Go2 Share until February 12, 2022. After giving effect to the Consolidation, Good2Go2 will have approximately 3,027,778 post-Consolidation Good2Go2 Shares issued and outstanding immediately prior to Closing, and there will be approximately 280,556 Good2Go2 Options exercisable at a price of \$0.18 per Good2Go2 Share and approximately 125,000 Good2Go2 Broker Warrants exercisable at a price of \$0.18 per Good2Go2 Share. See "Part II - Information Concerning Good2Go2 - Stock Option Plan" and "Part IV – Information Concerning the Resulting Issuer - Pro Forma Consolidated Capitalization".

Based on the issued and outstanding securities of each of CTS and Good2Go2 on November 19, 2020, and assuming all Subscription Receipts are automatically exchanged into Resulting Issuer Shares and Resulting Issuer Warrants, it is expected that the Resulting Issuer will have a share structure as set out below:

	Number of Shares
Opening balance – Good2Go2 (post 1.8:1 consolidation)	3,027,778
Shares issued to CTS shareholders	27,275,000
Shares issued pursuant to Royalty Buy-Out	1,111,111
Shares issued for Agent's work fee and Advisory Fee (1)	250,000
Shares to be issued to investors under the Concurrent Financing (2)	8,700,511
Total as at November 25, 2020	40,364,400

Notes:

(1) In connection with the Concurrent Financing, the Agent is entitled to an 8% cash commission and 8% CTS Agent Options exercisable into CTS Units exercisable at a price of \$0.45 per CTS Unit for a period of 36 months from the Listing Date; each CTS Agent Option will automatically be exchanged for one (1) compensation option of the Resulting Issuer, which shall be exercisable to purchase one (1) Resulting Issuer Share and one (1) Resulting Issuer Warrant. Additionally, the Agent is entitled to a non-refundable Agent's Work Fee of \$25,000, of which \$12,500 will be paid in cash and \$12,500 in Subscription Receipts and an advisory fee of \$100,000 (the "Advisory Fee") payable in Subscription Receipts.
(2) An aggregate of 8,700,511 Subscription Receipts have been issued under the Concurrent Financing at an issue price of \$0.45 per Subscription Receipt for gross cash proceeds of \$3,915,230.

See "Part IV – Information Concerning the Resulting Issuer – Fully Diluted Share Capital of the Resulting Issuer".

The Completion of the Proposed Qualifying Transaction is subject to the approval of the Exchange. The Completion of the Proposed Qualifying Transaction is also subject to certain other additional conditions precedent, including, but not limited to: (i) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Business Combination Agreement; and (ii) certain other conditions typical in a transaction of this nature.

Arm's Length Qualifying Transaction

The proposed Transaction is not a Non-Arm's Length Qualifying Transaction.

CTS Concurrent Financing

An aggregate of 10,061,622 Subscription Receipts have been issued under the Concurrent Financing at an issue price of \$0.45 per Subscription Receipt for (i) aggregate gross cash proceeds of \$3,915,230; (ii) 1,111,111 Subscription Receipts to Flow Capital Corp. at a deemed value of \$500,000 as part of the Royalty Buy-Out (as defined below); and (iii) 250,000 Subscription Receipts as payment for a work fee and advisory fee at the aggregate deemed value of \$112,500 payable to the Agent.

On October 30, 2020, CTS closed the sale of Tranche 1 of the Concurrent Financing through the issuance of 5,719,682 Subscription Receipts at an issue price of \$0.45 per Subscription Receipt for gross cash proceeds of \$2,573,857. On November 25, 2020, CTS closed the sale of Tranche 2 of the Concurrent Financing through the issuance of 2,980,829 Subscription Receipts at a price of \$0.45 per Subscription Receipt for gross proceeds of \$1,341,373.

On the satisfaction or waiver of the escrow release conditions in accordance with the terms of the Subscription Receipt Agreement (the "Release Conditions"), without the payment of additional consideration or the taking of further action on the part of the subscriber, each Subscription Receipt will be automatically converted, immediately prior to the closing of the Proposed Qualifying Transaction, in accordance with the terms of the Subscription Receipt Agreement, into a unit ("CTS Unit") whereupon each CTS Unit will then be automatically exchanged for one Resulting Issuer Share and one common share purchase warrant of the Resulting Issuer ("Resulting Issuer Warrant"), exercisable at a price of \$0.50 per share for a period of 36 months upon issuance.

Under the terms of the Agency Agreement, the gross proceeds of the Concurrent Financing will be held in escrow pending the satisfaction of the Release Conditions. In the event the Proposed Qualifying Transaction does not occur by December 15, 2020, the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

Under the Concurrent Financing, the Agent will be paid a cash commission equal to 8% of the aggregate gross proceeds raised in connection with the brokered cash portion of the Concurrent Financing (the "Commission") as well as non-transferrable agent options (each, a "CTS Agent Option") exercisable for that number of CTS Units at a price of \$0.45 per CTS Unit equal to 8% of the number of Subscription Receipts. An aggregate of 696,041 CTS Agent Options were issued in connection with the Concurrent Financing. One half (1/2) of the cash commission is payable directly by CTS to the Agent within 30 days after closing of the Concurrent Financing with the remaining half payable from the funds released on satisfaction of the Release Conditions. Additionally, the Agent will be entitled to a non-refundable work fee of \$25,000 (the "Agent's Work Fee") which will be paid \$12,500 in cash and \$12,500 in Subscription Receipts and an advisory fee of \$100,000 (the "Advisory Fee") payable in Subscription Receipts. In connection with the closing of the Proposed Transaction, the CTS Agent Options and the Subscription Receipts issued for the Agent's Work Fee and Advisory Fee will be exchanged for Resulting Issuer Agent Options entitling the holder to acquire Resulting Issuer Shares and Warrants.

The net proceeds of the Concurrent Financing, after giving effect to the Proposed Qualifying Transaction, are expected to be used by the Resulting Issuer for corporate and general working capital purposes (see "Principal Purposes of Funds"). More detailed information is set out below under the heading "CTS Concurrent Financing".

Effect of the Transaction

Following Completion of the Proposed Qualifying Transaction, it is expected that:

(a) the Good2Go2 Shares will have been consolidated on the basis of one (1) post-Consolidation Good2Go2 Share for every 1.8 pre-Consolidation Good2Go2 Shares, with each whole post-Consolidation Good2Go2 Share being designated a Resulting Issuer Share upon completion of the Proposed Qualifying Transaction;
(b) Good2Go2 will have acquired all of the issued and outstanding CTS Shares on the basis of the Exchange Ratio;
(c) the CTS Agent Options will have been exchanged for Resulting Issuer Agent Options on the basis of the Exchange Ratio, with each Resulting Issuer Agent Option being exercisable into Resulting Issuer Shares on the same terms and conditions as the original outstanding CTS Agent Options;
(d) the CTS Warrants will have been exchanged for Resulting Issuer Warrants on the basis of the Exchange Ratio, with each such Resulting Issuer Warrant being exercisable into Resulting Issuer Shares on the same terms and conditions as the original outstanding CTS Warrants;
(e) CTS will have amalgamated with Subco and the amalgamated company will become a wholly-owned subsidiary of Good2Go2;
(f) the Resulting Issuer will carry on the business carried on by CTS, which provides teleradiology services to Canadian hospitals in order to solve their Radiologist shortages. (see "Part III – Information Concerning CTS – Narrative Description of the Business");
(g) the board of directors of the Resulting Issuer will be comprised of Mitchell Geisler, Robert Landau, Jeffrey J. Stevens and Sandra J. Hall. One additional director will be appointed to the board prior to the listing of the Resulting Issuer. In addition, it is expected that Mitchell Geisler will serve as Chief Executive Officer and Secretary and Robert Landau will serve as Chief Financial Officer of the Resulting Issuer;
(h) based on the issued and outstanding CTS Shares and Good2Go2 Shares on November 25, 2020, completion of the Concurrent Financing, the issuance of 1,111,111 Subscription Receipts to Flow Capital and 250,000 Subscription Receipts for the Agent's work fee and advisory fee, there will be an aggregate of 40,364,400 Resulting Issuer Shares issued and outstanding;
(i) based on the issued and outstanding securities of each of CTS and Good2Go2 on November 25, 2020, the following convertible securities of the Resulting Issuer will be issued and outstanding:
1. 280,556 Resulting Issuer Stock Options, each exercisable to acquire one Resulting Issuer Share at a price of \$0.18 per Resulting Issuer Share (assuming completion of the Consolidation) in respect of the Good2Go2 Options (on a post-Consolidation basis) outstanding prior to the Business Combination along with additional options granted to the new directors of the Resulting Issuer;
1. 125,000 Resulting Issuer Broker Warrants, each exercisable to acquire one Resulting Issuer Share at \$0.18 per Resulting Issuer Share (assuming completion of the Consolidation), in respect of the Good2Go2 Broker Warrants outstanding prior to the Business Combination;
1. 696,041 Resulting Issuer Agent Options, each of which shall entitle its holder to acquire one unit of the Resulting Issuer at a price of \$0.45 which consists of one (1) Resulting Issuer Share and (1) Resulting Issuer Warrant exercisable at a price of \$0.50 for a period of 36 months from the Listing Date;
1. up to 10,757,663 Resulting Issuer Warrants exercisable to acquire one Resulting Issuer Share at a price of \$0.50 per Resulting Issuer Share for a period of 36 months from the Listing Date; and
1. based on the issued and outstanding CTS Shares on November 25, 2020, former CTS Principal Shareholders will hold an aggregate of 23,986,111 Resulting Issuer Shares representing approximately 59.42% of the outstanding Resulting Issuer Shares on an undiluted basis and 39.97% on fully-diluted basis; and
(j) based on the issued and outstanding Good2Go2 Shares on November 25, 2020, completion of the Concurrent Financing, the issuance of 1,111,111 Subscription Receipts to Flow Capital and 250,000 Subscription Receipts for the Agent's work fee and advisory fee, existing shareholders of Good2Go2, on a post-Consolidation basis, will hold an aggregate of 3,027,778 Resulting Issuer Shares (assuming completion of the Consolidation) representing approximately 7.50% of the outstanding Resulting Issuer

Shares on an undiluted basis and 5.04% on fully-diluted basis.

Parties to the Qualifying Transaction

Good2Go2 Corp.

Good2Go2 is a "capital pool company" formed in accordance with Exchange Policy 2.4. See "Part II – Information Concerning Good2Go2 – General Development of the Business".

Canadian Teleradiology Services, Inc.

CTS was incorporated on October 15, 2004, under the Canada Business Corporations Act. On March 22, 2010, CTS registered an Ontario business licence under the name of "Canadian Teleradiology Services, Inc." On December 4, 2013, CTS registered an Ontario business licence under the name of "Custom Teleradiology Services" for purposes of a "doing business as" name.

CTS is in the healthcare services business as it provides teleradiology services to Canadian hospitals. Teleradiology is the process of providing remote off site reading of radiology scans such as CT, MRI, US and X-ray. Hospital staff scan their emergency room patients, then page the CTS radiologist on call, who can then remotely view, via secured server, the images and diagnose the patient and provide a report back to the hospital. See "Part III – Information Concerning CTS – General Development of the Business".

CTS is a private company and none of its securities have been traded or are listed for trading on any stock exchange. See "Part III – Information Concerning CTS – Prior Sales".

After the closing of the Proposed Qualifying Transaction, the corporate structure will be as follows:

Reasons for the Transaction

Good2Go2 was formed as a CPC and has been engaged in the business of identifying and evaluating properties or businesses with a view to completing a Qualifying Transaction. The Proposed Qualifying Transaction will constitute a Qualifying Transaction for Good2Go2 for the purposes of Exchange Policy 2.4.

CTS has decided to enter into this transaction as a means of accessing the public capital markets quickly and enable it to seek public equity funding for purposes of expanding its operations and executing on certain corporate objectives under its business plan.

The terms of the Proposed Qualifying Transaction were established through arm's length negotiations between the board of directors and management of each of Good2Go2 and CTS. The Proposed Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction.

Business Combination Agreement

The Proposed Qualifying Transaction will become effective on the Effective Date, subject to the satisfaction or waiver of the applicable conditions.

The principal features of the Business Combination Agreement may be summarized as follows:

the Good2Go2 Shares will have been consolidated on the basis of one (1) post-Consolidation Good2Go2 Share for every 1.8 pre-Consolidation Good2Go2 Shares, with each whole post-Consolidation Good2Go2 Share being designated a Resulting Issuer Share upon Completion of the Proposed Qualifying Transaction;
all the Subscription Receipts issued in connection with the Concurrent Financing will have automatically been exchanged for securities of CTS in accordance with the terms of the Subscription Receipt Agreement;
CTS and Subco will amalgamate and continue as one corporation under the provisions of the CBCA and, as a result, the property and liabilities of Subco and CTS will become the property and liabilities of the amalgamated company ("Amalco");
each CTS Share shall be cancelled and the holder thereof shall receive that number of Resulting Issuer Shares as is equal to the number of CTS Shares held by such CTS Shareholder immediately prior to the Effective Time multiplied by the Exchange Ratio;
each CTS Agent Option and CTS Warrant shall be cancelled and the holder thereof shall receive that number of Resulting Issuer Agent Options or Resulting Issuer Warrants, as applicable, as is equal to the number of CTS Agent Options or CTS Warrants held by such person immediately prior to the Effective Time multiplied by the Exchange Ratio, on the same terms and conditions as the cancelled CTS Agent Options or CTS Warrants;
each Subco Share outstanding immediately prior to the Effective Time shall be converted into common share of Amalco; and
as consideration for the issuance of Resulting Issuer Shares in connection with the Business Combination, Amalco shall issue to the Resulting Issuer one common share of Amalco for each Resulting Issuer Share so issued.

Representations, Warranties and Covenants

The Business Combination Agreement contains certain customary representations and warranties of each of Good2Go2, Subco and CTS relating to, among other things, their respective organization, capitalization, qualification, operations, compliance with laws and regulations and other matters, including their authority to enter into the Business Combination Agreement and to consummate the Proposed Qualifying Transaction. Pursuant to the Business Combination Agreement, the parties have agreed to advise each other of material changes. Further, the parties have agreed to use their commercially reasonable efforts to obtain all regulatory and other consents, waivers and approvals required for the consummation of the Proposed Qualifying Transaction.

In addition, pursuant to the Business Combination Agreement, each of the parties has covenanted, among other things, until the completion of the Proposed Qualifying Transaction, to maintain their respective businesses and not take certain actions outside the ordinary course.

Conditions of the Transaction

The Business Combination Agreement contains a number of conditions precedent to the obligations of Good2Go2 and CTS thereunder. Unless all such conditions are satisfied or waived by the party or parties for whose benefit such conditions exist, to the extent they may be capable of waiver, the Proposed Qualifying Transaction will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis, or at all. The conditions to the Proposed Qualifying Transaction becoming effective are set out in the Business Combination Agreement, and certain conditions are summarized below.

Conditions in Favour of Good2Go2

The obligations of Good2Go2 to complete the Proposed Qualifying Transaction are subject to the fulfillment or waiver of certain terms and conditions at or prior to the Effective Date. The following is a summary of the principal

conditions:

(a) Constating Documents and Certificate of Corporate Existence. Good2Go2 shall have received from CTS: (i) a copy of the Constating Documents of CTS, certified by a duly authorized officer of CTS to be true and complete as of the Effective Date; and (ii) a certificate of compliance or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of CTS as to the corporate good standing thereof.
(b) TSXV Listing. The TSXV shall have conditionally approved the listing of the common shares of the Resulting Issuer, and all conditions shall be satisfied or are capable of being satisfied or waived in connection therewith.
(c) Required Approvals. CTS shall have obtained the approval of its board of directors and shareholders, in accordance with the CBCA, for the Business Combination Agreement and the Transactions contemplated hereby.
(d) Concurrent Financing. The Concurrent Financing shall have been completed.
(e) Royalty Buy-Out. Good2Go2 shall have received from CTS evidence satisfactory to Good2Go2 that the Royalty Buy-Out shall be completed upon completion of the Business Combination but prior to listing of the Resulting Issuer.
(f) Representations and Warranties. The representations and warranties of CTS will be true and correct at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date.
(g) Covenants. All of the terms, covenants and conditions of the Business Combination Agreement to be complied with or performed by CTS at or before the Effective Time will have been complied with or performed.
(h) Regulatory Consents. There will have been obtained from all relevant governmental authorities such authorizations as are required to be obtained to consummate the Proposed Qualifying Transaction.
(i) Due Diligence. Good2Go2 shall be satisfied with the results of its due diligence investigations relating to CTS, acting reasonably.
(j) Exchange Escrow. On completion of the Proposed Qualifying Transaction, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV.
(k) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Proposed Qualifying Transaction.
(l) No Material Adverse Effect. There will have been no material adverse effect in the operations of CTS since the execution of the Business Combination Agreement.

The conditions precedent listed above are for the exclusive benefit of Good2Go2 and may be waived, in whole or in part, by Good2Go2.

Conditions to Obligations of CTS

The obligations of CTS to complete the Proposed Qualifying Transaction are subject to the fulfillment or waiver of certain terms and conditions at or prior to the Effective Date. The following is a summary of the principal conditions:

(a) Constating Documents and Certificate of Corporate Existence. CTS shall have received: (i) a copy of the Constating Documents of each of Good2Go2 and Subco, certified by a duly authorized officer of Good2Go2 and Subco, as the case may be, to be true and complete as of the Effective Date; and (ii) a certificate of compliance or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of each of Good2Go2 and Subco as to the corporate good standing thereof.
(b) TSXV Listing. The TSXV shall have conditionally approved the listing of the common shares of the Resulting Issuer and all conditions shall be satisfied or are capable of being satisfied or waived in connection therewith.
(c) Required Approvals. Each of Good2Go2 and Subco shall have obtained the approval of its board of directors, and if required or permitted by the CBCA, its shareholders, for the Proposed Qualifying Transaction.
(d) Consolidation and Name Change. The Consolidation and Name Change will have been completed.
(e) Concurrent Financing. The Concurrent Financing shall have been completed.
(f) Representations and Warranties. The representations and warranties of Good2Go2 contained in the Business Combination Agreement will be true and correct at the Effective Time (prior to giving effect to the Consolidation), with the same force and effect as if such representations and warranties were made at and as of such date.
(g) Covenants. All of the terms, covenants and conditions of the Business Combination Agreement to be complied with or performed by Good2Go2 at or before the Effective Time will have been complied with or performed.
(h) Regulatory Consents. There will have been obtained from all relevant governmental authorities such authorizations as are required to be obtained by CTS and Good2Go2 to consummate the Proposed Qualifying Transaction.
(i) No Action or Proceeding. No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Proposed Qualifying Transaction.
(j) No Material Adverse Effect. There will have been no material adverse effect in the operations of Good2Go2 since the execution of the Business Combination Agreement.
(k) Net Cash on Hand. Immediately prior to the Effective Time, CTS shall be satisfied that Good2Go2 has Net Cash on Hand of not less than \$152,500.

The conditions precedent listed above are for the exclusive benefit of CTS and may be waived, in whole or in part, by CTS.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated at any time prior to the Effective Date:

by mutual written consent of Good2Go2 and CTS;
by either Good2Go2 and CTS if there has been a misrepresentation, breach or non-performance by the breaching party of any representation, warranty, covenant or obligation contained in the Business Combination Agreement, which could reasonably be expected to have a material adverse effect on the terminating party or the ability of either party to complete the Business Combination in accordance with the terms of the Business Combination Agreement, provided the breaching party has been given notice of and ten (10) days to cure any such misrepresentation, breach or non-performance;
by either Good2Go2 and CTS, if a condition for the terminating party's benefit has not been satisfied or waived prior to the Closing Date or such other date as specified under the terms of the Business Combination Agreement; and
by either party if the Effective Date shall not have occurred by October 31, 2020 (or such later date as the parties may agree) except that the right to terminate the Business Combination Agreement shall not be available to any party in circumstances where the failure of the Effective Date to have occurred by October 31, 2020 is the result, directly or indirectly, of such party's breach of the Business Combination Agreement. Pursuant to an amending agreement dated November 26, 2020, the parties have agreed to extend the Effective Date to December 15, 2020.

Effect of Termination of the Business Combination Agreement

If the Business Combination Agreement is terminated, the Bridge Loan becomes repayable by CTS within 10 days of the date of termination. Additionally, if the Business Combination Agreement is terminated solely by CTS, a break fee of \$50,000 becomes due and payable immediately by CTS to Good2Go2.

Procedure for the Proposed Qualifying Transaction to Become Effective

Good2Go2 Shareholder Approval

The Proposed Qualifying Transaction does not constitute a Non-Arm's Length Qualifying Transaction since: (a) the Proposed Qualifying Transaction was negotiated by the parties dealing at arm's length with each other, and (b) no party (together with its respective Associates or Affiliates) (i) holds more than 20% of the outstanding voting securities of Good2Go2 and CTS, or (ii) holds a sufficient number of securities of both Good2Go2 and CTS so as to affect materially the control of both Good2Go2 and CTS. As a result, approval of the Proposed Qualifying Transaction by the Good2Go2 Shareholders is not required under the Exchange policies as a condition to the completion of the Proposed Qualifying Transaction.

In connection with the Proposed Qualifying Transaction, the Good2Go2 Shareholders approved the Consolidation and Name Change, among other matters, at the Good2Go2 Meeting held on August 20, 2020.

Exchange Approval

The Completion of the Proposed Qualifying Transaction is subject to the approval of the Exchange. Listing of the Resulting Issuer Shares to be issued in connection with the Proposed Qualifying Transaction is subject to the Resulting Issuer fulfilling all requirements of the Exchange on Completion of the Proposed Qualifying Transaction.

The Resulting Issuer will be considered to have completed the Proposed Qualifying Transaction on the date that the Exchange issues the Final Exchange Bulletin, which is expected to be on or about the fifth Business Day after the Closing, provided that all required documentation is filed with the Exchange. Exchange Policy 2.4 regarding CPCs shall cease to apply after the Completion of the Proposed Qualifying Transaction, with the exception of any escrow or resale restrictions, which will continue in full force and effect.

Interests of Insiders

The following is a summary of the interests of any Insider, promoter or Control Person of Good2Go2, CTS and the Resulting Issuer and their respective Associates and Affiliates (before and after giving effect to the Proposed Qualifying Transaction and the Concurrent Financing), including any consideration that such individual may receive if the Proposed Qualifying Transaction Proceeds.

		Holdings of	Holdings	Holdings of the
Name	Position	Good2Go2 (1)	of CTS	Resulting Issuer (2)
James C. Cassina	CEO, CFO, Secretary and Director of	2,250,000	-	1,250,000
Toronto, Ontario	Good2Go2
Sandra J. Hall	Director of Good2Go2 and proposed	250,000	-	138,889
Oshawa, Ontario	director of Resulting Issuer
James W. Longshore	Director of Good2Go2	300,000	-	166,667
Nassau, Bahamas
William A. Kanters	Director of Good2Go2	200,000	-	111,111
Calgary, Alberta
Mitchell Geisler	CEO and Director of CTS and Proposed	-	30	5,114,062
Toronto, Ontario	CEO, Secretary and Director of the
	Resulting Issuer
Robert Landau	CFO and Director of CTS and Proposed	-	30	5,114,062
Toronto, Ontario	CFO and Director of the Resulting Issuer
MEDD Medical Imaging Corp. (3)		-	100	17,046,876
Toronto, Ontario

Notes:

1. As of the date hereof, there are 5,450,000 Good2Go2 Shares (on a pre-Consolidation basis) outstanding and 160 Common Shares of CTS outstanding.
1. Upon completion of the Proposed Qualifying Transaction, there will be 40,364,400 Resulting Issuer Shares (on an undiluted basis) assuming completion of the Consolidation.
1. A Canadian corporation controlled and owned by Mitchell Geisler (31.6%) and Robert Landau (31.6%). Of these Resulting Issuer Shares, 3,288,889 will be transferred on closing of the Qualifying Transaction to Flow Capital pursuant to the terms of the Royalty Buy-Out (see Part III – Information Concerning CTS – Material Contracts).

It is anticipated that upon completion of the Proposed Qualifying Transaction, the Resulting Issuer will have approximately \$3,542,707 in available funds including the net proceeds of the Concurrent Financing, consisting mainly of cash. The pro forma financial statements of the Resulting Issuer attached hereto as Schedule "D" should be referred to for more detail.

Available Funds to the Resulting Issuer

It is anticipated that upon completion of Proposed Qualifying Transaction, the Resulting Issuer will have approximately \$3,542,707 available funds at Closing, including the net proceeds to CTS from the Concurrent Financing. These funds will consist mainly of cash, which will be used as set forth below.

Estimated Funds Available	Based Upon Completion of the Proposed Qualifying Transaction (including gross cash proceeds of \$3,915,230 from the Concurrent Financing)
Pro forma consolidated cash on hand (1)	\$304,286
Concurrent Financing (2)	\$3,915,230
Estimated Fees and expenses (3)	(\$676,809)
Total Available Funds	\$3,542,707

Notes:

(1) The Pro forma consolidated cash on hand includes \$245,986 from Good2Go2 and \$58,300 from CTS.

(2) Tranche 1 of the Concurrent Financing was closed on October 30, 2020 raised gross proceeds of \$2,573,857. Tranche 2 of the Concurrent Financing raised additional gross proceeds of \$1,341,373.
(3) The fees and expenses for the Qualifying Transaction include: \$351,091 for legal fees, transfer agent and TSXV fees and \$325,718 in commissions and broker's fees for the Concurrent Financing comprised of cash commissions of \$313,218, representing 8% of total subscription proceeds of \$3,915,230 and a work fee of \$12,500.

Principal Purposes of Funds

The following table sets forth the funds anticipated to be available to the Resulting Issuer upon the Completion of the Proposed Qualifying Transaction and the proposed use of such funds.

	Based Upon Completion of the Proposed Qualifying
Proposed Use of Available Funds (18 months following closing	Transaction (including gross cash proceeds of
of the Proposed Qualifying Transaction)	\$3,915,230 from the Concurrent Financing)
Royalty Buyout (to be completed prior to listing of the Resulting
Issuer)(1)	\$1,500,000
Strategic Acquisitions (2)	\$1,000,000
CTS Working Capital (3)	\$697,201
Unallocated working capital (4)	\$345,506
Total Use of Funds Available	\$3,542,707

Notes:

(1) See "Royalty Buyout" in Glossary, "Part III Information Concerning CTS General Development of the Business" and "Material Contracts" for details.
(2) Strategic Acquisitions provides for the deposits required to initiate the purchases of businesses identified by CTS, in the same or complimentary business as CTS, as targets for acquisition in order to increase revenues and EBITDA. See "Part III – Information Concerning CTS – Narrative Description of the Business – Marketing Plans and Strategies".
(3) Comprised of management salaries, legal, accounting, overhead expenses and other general and administrative expenses.
(4) The unallocated working capital does not include expected positive cash inflows from operations.

Notwithstanding the foregoing, there may be circumstances where, for sound business reasons, a reallocation of funds is necessary in order for the Resulting Issuer to achieve its objectives as set out in this Filing Statement. Also see "Part IV – Information Concerning the Resulting Issuer – Available Funds and Principal Purposes".

Selected Pro Forma Consolidated Financial Information

The following table summarizes selected pro forma financial information for the Resulting Issuer (as at May 31, 2020), after giving effect to the Proposed Qualifying Transaction, and should be read in conjunction with the pro forma financial statements of the Resulting Issuer attached hereto as Schedule "D".

Pro Forma Balance Sheet (\$)	Good2Go2 as at May 31, 2020	CTS as at June 30, 2020	Pro Forma Adjustments	Resulting Issuer Pro Forma
Current Assets	\$246,347	\$510,304	\$1,738,421	\$2,495,072
Total Assets	\$246,347	\$719,771	\$1,738,421	\$2,704539
Current Liabilities	\$2,188	\$1,275,804	-	\$1,277,992
Total Liabilities	\$2,188	\$1,360,665	-	\$1,362,853
Total Shareholders' Equity (deficiency)	\$244,159	(\$640,894)	\$1,738,421	\$1,341,686

See "Part IV – Information Concerning the Resulting Issuer – Pro Forma Consolidated Capital".

Listing and Share Price on the Exchange

The Good2Go2 Shares have been listed on the Exchange since February 13, 2020 under the symbol "GOAL.P". Trading in Good2Go2 Shares is currently halted pending Completion of the Proposed Qualifying Transaction. The closing price of the Good2Go2 Shares on June 25, 2020, being the last day on which the Good2Go2 Shares traded prior to the announcement of the Proposed Qualifying Transaction on June 29, 2020, was \$0.16 per Good2Go2 Share. The CTS Shares are not traded publicly and there is no public market for the securities of CTS.

Sponsorship

Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with Exchange Policy 2.4. Good2Go2 has applied for and received a waiver from sponsorship requirements under section 3.4 of Exchange Policy 2.2.

Details of Any Conflict of Interest

Neither the management of Good2Go2 nor CTS is aware of any material conflicts of interest arising out of the Proposed Qualifying Transaction.

The directors and officers of Good2Go2 are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and the laws requiring disclosure by directors and officers of conflicts of interest. Good2Go2 will rely upon such laws in respect of any such conflict of interest or in respect of any breach of duty by any of its directors or officers. All such conflicts are required to be disclosed by such directors or officers in accordance with the CBCA and the directors of Good2Go2 are required to govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

Interests of Experts

No person or company, whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement, holds, or is expected to hold, any beneficial interest, directly or indirectly, in any property of Good2Go2, CTS or the Resulting Issuer or of an Associate or Affiliate of Good2Go2, CTS or the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of Good2Go2, CTS or the Resulting Issuer or of an Associate or Affiliate of Good2Go2, CTS or the Resulting Issuer and no such person is a Promoter of Good2Go2, CTS or the Resulting Issuer or an Associate or Affiliate of Good2Go2, CTS or the Resulting Issuer.

MNP LLP has informed Good2Go2 that they are independent with respect to Good2Go2 within the meaning of the CPA Ontario Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

Clearhouse LLP has informed CTS that they are independent with respect to CTS within the meaning of the CPA Ontario Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

Risk Factors

An investment in Good2Go2 Shares or Resulting Issuer Shares (both before and after Completion of the Proposed Qualifying Transaction) should be considered highly speculative and involves a high degree of risk. Material risk factors affecting the Resulting Issuer include the following: risks related to COVID-19 and its effect on CTS's operations; predictions about the Resulting Issuer's future earnings, revenues, margins, expenses or other financial matters; the Resulting Issuer's forecasts of its financial condition, results of operations, liquidity position, or working capital requirements; risks related to the global financial and economic conditions, CTS's history of losses, significant debt levels, development and operational risks, including the ability to continue to source new hospital clients required to scale its business plan; the Resulting Issuer will require additional funds in order to support rapid expansion, marketing expenses, technology investments and the funds to operate as a public company; the Resulting Issuer's uncertainty with future capital needs and uncertainty of additional financing; regulatory changes or actions may alter or prohibit the Resulting Issuer's business; the risks of obtaining and renewing necessary licenses and permits; the Resulting Issuer's dependence on owned and licensed intellectual property, including its ability to source and maintain licenses from third-party owners; the Resulting Issuer's ability to adequately protect proprietary information, trade secrets, and technology from competitors; the risk of patent or other intellectual property related litigation; the Resulting Issuer's plans or expectations with respect to its product development activities, business strategies or restructuring, expansion activities and operation of its technology systems; the Resulting Issuer's operations and profitability may be adversely affected by competition from other telehealth service providers; the risk of system failure or inadequacy may result in confidential information being breached or subject to unauthorized access; risk of reliance on key employees, suppliers, risks associated with recruiting and retaining qualified personnel; risk of control of the Resulting Issuer where the Resulting Issuer could be prevented from entering into transactions that could be beneficial to the Resulting Issuer or its other shareholders; the Resulting Issuer may never pay any dividends; business opportunities that may be presented to, or pursued by, the Resulting Issuer upon completion of the Proposed Qualifying Transaction; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; an inability to increase transaction volumes may adversely affect the Resulting Issuer's business and results of operations; any significant disruption in service on CTS's website or in its computer systems could reduce the attractiveness of its service platform and result in a loss of clients; employee relations; reliance on the issuance of equity to fund the business of the Resulting Issuer, and there can be no assurance the Resulting Issuer will be able to obtain such funds and as a result, the Resulting Issuer may not be able to advance its business plan or make further acquisitions; there is no assurance the Resulting Issuer will be able to obtain and renew insurance for its operations; there may not be an active or liquid market for the Resulting Issuer Shares after completion of the Proposed Qualifying Transaction; fluctuations of the market price of the Resulting Issuer Shares and volatility of securities markets; the impact of future offerings and sales of debt or equity securities of the Resulting Issuer; acquisition and integration risks; investment risks; litigation risks; credit risk and exposure to losses from borrowers; other usual risks associated with an investment in the business of the Resulting Issuer; and the occurrence of natural disasters, hostilities, acts of war or terrorism. For a more detailed description of these and other risk factors affecting the Resulting Issuer, see "Risk Factors" below.

Conditional Listing Approval

The Exchange has conditionally accepted the Proposed Qualifying Transaction subject to Good2Go2 fulfilling all of the requirements of the Exchange on or before February 25, 2021. Such conditional listing approval is subject to a number of standard conditions as well as receipt of final approval from the Exchange.

PART I - RISK FACTORS

AN INVESTMENT IN SECURITIES OF THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Prior to making an investment decision, investors should consider the investment risks set forth below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of Good2Go2 and CTS consider the risks set forth below to be the most significant, but do not consider them to be all of the risks associated with an investment in securities of Good2Go2, CTS or the Resulting Issuer. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the directors are currently unaware or which they consider not to be material in connection with the Resulting Issuer's business, actually occur, the Resulting Issuer's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Resulting Issuer's securities could decline and investors may lose all or part of their investment.

Risk Factors Relating to Good2Go2

The Proposed Qualifying Transaction may not be Completed

The completion of the transactions contemplated by the Business Combination Agreement is subject to certain conditions, including, among other things, (a) obtaining all necessary regulatory approvals, including Exchange approval of the Proposed Qualifying Transaction, the Consolidation and the Name Change and other transactions comprising part of the Proposed Qualifying Transaction, (b) completion of the Concurrent Financing; and (c) other customary conditions. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained. If the transactions contemplated by the Business Combination Agreement are not completed for these reasons or for any other reasons, Good2Go2 will have incurred significant costs associated with the failed implementation of the Proposed Qualifying Transaction even though CTS may be required to pay a "break fee" if CTS elects not to proceed with the Qualifying Transaction.

Furthermore, Good2Go2 has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that Good2Go2 will be able to identify a suitable Qualifying Transaction in future. Even if a proposed Qualifying Transaction is identified in the future, the completion of such other Qualifying Transaction will be subject to a number of conditions including acceptance by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, approval of the majority of the minority shareholders.

Limited Operating History and History of Losses

Good2Go2 has not commenced commercial operations and has no assets other than cash and deferred offering costs. Good2Go2 has no history of earnings and will not generate earnings or pay dividends until at least after the completion of a Qualifying Transaction. Until completion of a Qualifying Transaction, Good2Go2 is not permitted to carry on any business other than the identification and evaluation of potential transactions.

Dilution

The Proposed Qualifying Transaction will be financed all or in part by the issuance of additional securities of Good2Go2 and this will result in further dilution to the current Good2Go2 Shareholders, which dilution will be significant and will result in a change of control of Good2Go2.

Management and Conflicts of Interest

The ability of Good2Go2 to successfully complete a Qualifying Transaction is dependent on the performance of its current directors and officers, who only devote a portion of their time to the business and affairs of Good2Go2 and are, or will be, engaged in other projects or businesses. The current directors, officers and Promoters of Good2Go2 also serve as directors and/or officers of other companies which may compete with Good2Go2 in its search for the businesses or assets targeted in order to complete a Qualifying Transaction. Accordingly, situations may arise where the directors, officers and promoters of Good2Go2 are in a position of conflict with Good2Go2.

Risk Factors Relating to the Resulting Issuer

The Resulting Issuer's business and operations may be adversely affected by the recent Coronavirus (COVID-19) outbreak or other similar outbreaks

Any outbreaks of contagious diseases, including the recent outbreak of the COVID-19 that was first detected in Wuhan, China in December 2019 and which has since spread to the jurisdictions in which CTS operates, and other adverse public health developments in jurisdictions where CTS operates, could have a material and adverse effect on CTS's business, financial condition and results of operations. These effects could include disruptions or restrictions to CTS's client hospitals businesses, including disruptions to cash flow and/or temporary closures of their locations or operations. These events could materially and adversely affect CTS's business and financial results. In addition, COVID-19 has become a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect CTS's ability to obtain financing for its business and operations. The extent to which COVID-19 will impact CTS's business and financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the geographic spread of the virus, the severity of the disease, the duration of the outbreak, the actions that may be taken by various governmental authorities in response to the outbreak and the possible impact on the Canadian or global economy. As a result, at the time of this filing, it is impossible to predict the overall impact of COVID-19 on CTS's business, liquidity, capital resources and financial results.

History of losses and negative operating cashflows

The Resulting Issuer's subsidiary, CTS, has a history of losses since inception. CTS will incur further expenses in the expansion of its business. Although CTS intends to generate profit and positive operating cashflows as it grows, there are no guarantees that it will be able to do so.

Future Capital Needs and Uncertainty of Additional Financing

The Resulting Issuer currently anticipates that expected cash on hand as of the Effective Date will be sufficient to meet its presently anticipated working capital and capital expenditure requirements over the next 12 months. However, the Resulting Issuer may need to raise additional funds in order to support more rapid expansion, marketing expenses, technology investments and the funds to operate as a public company. There is no assurance that the Resulting Issuer will be successful in obtaining the required financing for these or other purposes, including for general working capital. There can be no assurance that such additional funding, if needed, will be available on terms attractive to the Resulting Issuer or at all. Furthermore, any additional equity financing may be dilutive to shareholders and debt financing, if available, may involve restrictive covenants. If additional funds are raised through the issuance of equity securities, the percentage ownership of the shareholders of the Resulting Issuer will be reduced, shareholders may experience additional dilution in net book value per share, or such equity securities may have rights, preferences or privileges senior to those of the holders of the common shares. If adequate funds are not available on acceptable terms the Resulting Issuer may be unable to develop or enhance its business, take advantage of future opportunities or respond to competitive pressures, any of which could have a material adverse effect on the Resulting Issuer's business, financial condition and operating results.

If software that the Resulting Issuer incorporates into its services were to become unavailable or no longer available on commercially reasonable terms, it could adversely affect sales of the Resulting Issuer's services, which could disrupt the business and harm the financial results of the Resulting Issuer

Certain of the Resulting Issuer's services rely on software developed and maintained by third-party software vendors. The Resulting Issuer also expects that it may incorporate software from third-party vendors and open source software in its future services. The Resulting Issuer's business may be disrupted if this software, or functional equivalents of this software, were either no longer available to the Resulting Issuer or no longer offered to it on commercially reasonable terms. In either instance, the Resulting Issuer would either be required to redesign services to function with alternate third-party software or open source software, or the Resulting Issuer may need to develop these components itself, which could result in increased costs and could result in delays in providing future services; furthermore, the Resulting Issuer might be forced to limit the features available in its current or future services offerings.

Material defects or errors in CTS's technology infrastructure could harm CTS's reputation, result in significant costs and impair its ability to sell its services.

Software used by CTS can contain errors, defects, security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced. Despite internal testing, CTS's technology may contain serious errors or defects that cause performance problems or service interruptions, security vulnerabilities or software bugs that CTS may be unable to successfully correct in a timely manner, or at all.

Ability to Generate Profits

There can be no assurance that the Resulting Issuer will generate net profits in future periods. Further, there can be no assurance that the Resulting Issuer will be cash flow positive in future periods. In the event that the Resulting Issuer fails to achieve profitability in future periods, the value of the Resulting Issuer Shares may decline. In addition, if the Resulting Issuer is unable to achieve or maintain positive cash flows, the Resulting Issuer would be required to seek additional funding, which may not be available on favourable terms, if at all.

Management of Growth

The Resulting Issuer, through its subsidiary CTS, has recently experienced, and may continue to experience, growth in the scope of its operations. This growth has resulted in increased responsibilities for the Resulting Issuer's existing personnel, the hiring of additional personnel and, in general, higher levels of operating expenses. In order to manage its current operations and any future growth effectively, the Resulting Issuer will need to continue to implement and improve its operational, financial and management information systems, as well as hire, manage and retain its employees and maintain its corporate culture including technical and customer service standards. There can be no assurance that the Resulting Issuer will be able to manage such growth effectively or that its management, personnel or systems will be adequate to support the Resulting Issuer's operations.

Reliance on Key Personnel

The Resulting Issuer's future growth and its ability to develop depend, to a significant extent, on its ability to attract and retain highly qualified personnel. The Resulting Issuer will rely on a limited number of key employees, consultants and members of senior management and there is no assurance that the Resulting Issuer will be able to retain such key employees, consultants and senior management. The loss of one or more of such key employees, consultants or members of senior management, if not replaced, could have a material adverse effect on the Resulting Issuer's business, financial condition and prospects.

The development of the Resulting Issuer is dependent upon its ability to attract and retain key personnel, particularly the services of Mitchell Geisler and Robert Landau. See "Information Concerning the Resulting Issuer - Directors, Officers and Promoters". The loss of the services of Messrs. Geisler or Landau could have a materially adverse impact on the business of the Resulting Issuer. There can be no assurance that the Resulting Issuer can retain its key personnel or that it can attract and train qualified personnel in the future.

The Resulting Issuer must attract and retain highly qualified managerial, financial and technological personnel. Competition for highly skilled technical and financial personnel is extremely intense. The Resulting Issuer may not be able to hire and retain these personnel at compensation levels consistent with its existing compensation and salary structure. Many of the companies with which it competes for experienced employees have greater resources than it has and may be able to offer more attractive terms of employment. In addition, the Resulting Issuer invests significant time and expense in training its employees, which increases their value to competitors who may seek to recruit them. If the Resulting Issuer fails to retain its employees, it could incur significant expenses in hiring and training their replacements and the quality of its services and its ability to serve its users could diminish, resulting in a material adverse effect on its business.

Regulatory Requirements

Governmental regulation may affect the Resulting Issuer's activities and the Resulting Issuer may be affected in varying degrees by government policies and regulations. Any changes in regulations or shifts in political conditions are beyond the control of the Resulting Issuer and may adversely affect its business.

Permits and Licenses

The operations of the Resulting Issuer may require licenses and permits from various governmental authorities in the future. There can be no assurance that Resulting Issuer will be able to obtain all necessary licenses and permits that may be required.

If the Resulting Issuer infringes on the intellectual property rights of third parties, it may be subject to costly disputes or indemnification obligations that could adversely impact the business, financial condition or results of operations of the Resulting Issuer

The Resulting Issuer cannot assure its shareholders that its activities will not infringe on patents, trademarks or other intellectual property rights owned by others. If the Resulting Issuer is required to defend itself against intellectual property rights claims, it may spend significant time and effort and incur significant litigation costs, regardless of whether such claims have merit. If the Resulting Issuer is found to have infringed on the patents, trademarks or other intellectual property rights of others, the Resulting Issuer may also be subject to substantial claims for damages or a requirement to cease the use of such disputed intellectual property, which could have an adverse effect on its operations. Such litigation or claims and the consequences that could follow could distract management of the Resulting Issuer from the ordinary operation of its business and could increase costs of doing business, resulting in a negative impact on the business, financial condition or results of operations of the Resulting Issuer.

Risk of System Failure or Inadequacy

The Resulting Issuer's operations will be dependent on its ability to maintain its equipment in effective working order and to protect its systems against cyber security breaches, damage from fire, natural disaster, power loss, telecommunications failure or similar events. Security procedures implemented by the Resulting Issuer are technical and complex, and the Resulting Issuer depends on the security procedures to protect the storage, acceptance and distribution of data. The Resulting Issuer's security procedures may not protect against all errors, software flaws (i.e., bugs) or vulnerabilities. Defects in the security procedures may only be discovered after a failure in the Resulting Issuer's security procedures. While the Resulting Issuer will continually review and seek to upgrade its technical infrastructure and provide for certain system redundancies and backup power to limit the likelihood of systems overload or failure, any damage, failure or delay that causes interruptions in the Resulting Issuer's operations could have a material and adverse effect on the Resulting Issuer's business.

Control of the Resulting Issuer

Collectively, Mitchell Geisler and Robert Landau will own, directly or indirectly, in the aggregate approximately 23,986,111 Resulting Issuer Shares representing, in the aggregate, approximately 59.42% of the issued and outstanding Resulting Issuer Shares on Completion of the Proposed Qualifying Transaction after giving effect to the transfer of 3,288,889 Resulting Issuer Shares to Flow Capital Corp. pursuant to the terms of the Royalty Buy-Out (see Part III – Information Concerning CTS – Material Contracts). By virtue of their status as principal shareholders of the Resulting Issuer, their Resulting Issuer director nominee rights and by each being an Insider of the Resulting Issuer, Mitchell Geisler and Robert Landau will have the power to exercise significant influence over all matters requiring shareholder approval, including the election of directors, amendments to the Resulting Issuer's articles and by-laws, mergers, business combinations and the sale of substantially all of the Resulting Issuer's assets. As a result, the Resulting Issuer could be prevented from entering into transactions that could be beneficial to the Resulting Issuer or its other shareholders. Also, third parties could be discouraged from making a take-over bid. As well, sales by Mitchell Geisler or Robert Landau of a substantial number of Resulting Issuer Shares could cause the market price of the Resulting Issuer Shares to decline.

Litigation Risks

The Resulting Issuer's business may become susceptible from time to time to various legal claims, including class action claims, in the course of its operations or with respect to the interpretation of existing agreements. Any future claims or litigation could have a material adverse effect on the Resulting Issuer's business and its profitability.

If the security of CTS's clients' confidential information stored in its systems is breached or otherwise subjected to unauthorized access, users' secure information may be stolen, its reputation may be harmed, and it may be exposed to liability.

CTS's PACS platform stores its users' health information and other personally identifiable sensitive data. Any accidental or willful security breaches or other unauthorized access could cause clients' secure information to be stolen and used for criminal purposes. Security breaches or unauthorized access to secure information could also expose CTS to liability related to the loss of the information, time-consuming and expensive litigation, and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in its licensed software is exposed and exploited, and, as a result, a third party or disaffected employee obtains unauthorized access to any of its clients' data, CTS's relationships with its users will be severely damaged and it could incur significant liability. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, CTS and its third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach, whether actual or perceived, could harm CTS's reputation and could result in the loss of users.

Market Price and Volatile Securities Markets

If an active public market for the Resulting Issuer Shares does not develop, the liquidity of an investor's investment in the Resulting Issuer Shares may be limited and the share price may decline. Worldwide securities markets have been experiencing a high level of price and volume volatility and market prices of securities of many companies have experienced unprecedented declines in prices which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. Market forces may render it difficult or impossible for the Resulting Issuer to secure purchasers to purchase its securities at a price which will not lead to severe dilution to existing shareholders, or at all. In addition, shareholders may realize less than the original amount invested on dispositions of their Resulting Issuer Shares during periods of such market price decline.

The Resulting Issuer has no immediate plans to pay regular dividends on the Resulting Issuer Shares, so shareholders of the Resulting Issuer may not receive funds without selling their Resulting Issuer Shares.

The Resulting Issuer does not currently have plans to pay regular dividends on its Resulting Issuer Shares. Any declaration and payment of future dividends to holders of Resulting Issuer Shares will be at the sole discretion of the Resulting Issuer Board and will depend on many factors, including the financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations of the Resulting Issuer that the Resulting Issuer Board deems relevant.

Professional Liability

The Resulting Issuer may be subject to professional liability risks which could be costly and negatively impact its business and financial results. To protect against possible professional liability, the Resulting Issuer plans to maintain professional liability insurance with coverage that it believes is consistent with industry practice and appropriate in light of the risks attendant to its business. However, if the Resulting Issuer is unable to maintain insurance in the future at an acceptable cost or at all or if the insurance does not fully cover the Resulting Issuer and a successful claim was made against it, the Resulting Issuer could be exposed. Any claim made against the Resulting Issuer that is not fully covered by insurance could be costly to defend against, could result in a substantial damage award against the Resulting Issuer, and divert the attention of management from operations, which could have an adverse effect on the assets and financial performance of the Resulting Issuer.

Healthcare Reform Legislation

Reforms in the legislation governing the healthcare industry could limit the prices the Resulting Issuer can charge for its services, which would reduce its revenues and harm our operating results. In addition to extensive existing government healthcare regulation, there could be initiatives at the federal and provincial levels for reforms affecting the payment for and availability of diagnostic healthcare services. Limitations on reimbursement amounts and other cost containment pressures could result in a decrease in the revenue received for each scan performed. It is not clear at this time what proposals, if any, will be adopted or, if adopted, what effect these proposals would have on the business of the Resulting Issuer.

Shortage of Radiologists

As the Resulting Issuer expands its operations, it may encounter difficulty in securing the necessary professional medical and support staff to support its expanding operations. Any shortage in the number of radiologists in Ontario may affect the Resulting Issuer's ability to adequately fulfill its demand and provide its clients with adequate services, which may adversely affect the business, financial condition and results of operations.

Reliance on Contracts with Key Customers

Revenues attributable to the Resulting Issuer's business is dependent upon certain significant customers. There can be no assurance that the Resulting Issuer's contracts with these key customers will be renewed or that the Resulting Issuer's services will continue to be utilized by those key customers. There could be material adverse effects on the businesses of the Resulting Issuer if a key hospital or healthcare practitioner does not renew its contracts with the Resulting Issuer or elects to terminate its contracts with the Resulting Issuer in favour of another service provider. Furthermore, there is no assurance that any new agreement or renewal entered into by the Resulting Issuer with its customers will have terms similar to those contained in current arrangements, and the failure to obtain those terms could have an adverse effect on the Resulting Issuer's business.

Factors which may Prevent Realization of Growth Targets

The Resulting Issuer is still developing and growing its business. There is a risk that these additional objectives will not be achieved on time, on budget, or at all, as they can be adversely affected by a variety of factors, including some that are discussed elsewhere in these risk factors and the following:

! non-performance or failure of technology from third party contractors;
! developing technology is subject to change;
! new competition;
! inability to acquire sufficient financing to fund operations;
! cyber-attacks or failure with respect to the PACS systems;
! increases in radiologists or other independent contractor costs;
! litigation from radiologists or operator errors; and
! inability to attract sufficient numbers of qualified radiologists.

As a result, there is a risk that the Resulting Issuer may not have sufficient capacity to meet the anticipated demand or to meet future demand when it arises.

PART II - INFORMATION CONCERNING GOOD2GO2

Corporate Structure

Name and Incorporation

Good2Go2 Corp. was incorporated pursuant to the provisions of the CBCA on March 21, 2019. The head office and the registered office of Good2Go2 are both located at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1.

Intercorporate Relationships

Good2Go2 has one wholly-owned subsidiary, 12199483 Canada Inc., which was incorporated for the sole purpose of completing the Amalgamation.

General Development of the Business

History

Good2Go2 is a CPC which completed its initial public offering on February 13, 2020 pursuant to which it sold 2,250,000 Good2Go2 Shares at a price of \$0.10 per share for gross proceeds of \$225,000. The Good2Go2 Shares became listed and posted for trading on the Exchange on February 13, 2020 under the trading symbol "GOAL.P". Good2Go2 is a reporting issuer in Ontario, Alberta and British Columbia.

Good2Go2 currently has no active business and, prior to entering into the Business Combination Agreement, was actively seeking new ventures which would allow it to either acquire or participate in a reverse takeover.

On June 29, 2020, Good2Go2 announced that it had entered into a letter of intent with CTS in respect of the Proposed Qualifying Transaction, and trading in Good2Go2 Shares was halted in accordance with TSXV policies. Trading in Good2Go2 Shares will remain halted until receipt of TSXV approval and the Completion of the Proposed Qualifying Transaction.

On July 15, 2020, Good2Go2 entered into the Business Combination Agreement with CTS. Pursuant to amending agreements dated October 28, 2020, October 30, 2020 and November 26, 2020, the termination date of the Business Combination Agreement was extended to December 15, 2020 and the Consolidation ratio was adjusted to 1.8 to 1.

The principal business of Good2Go2 is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction, and, once identified and evaluated, to negotiate an acquisition or participation in such assets or businesses. Until the Completion of the Proposed Qualifying Transaction, Good2Go2 will not carry on business other than the identification and evaluation of assets or businesses in connection with a potential Qualifying Transaction. The Proposed Qualifying Transaction is an arm's length transaction and will constitute Good2Go2's Qualifying Transaction.

Selected Financial Information

The following table sets forth the selected historical financial information for Good2Go2 for the financial the year ended August 31, 2019. Such information is derived from the financial statements of Good2Go2 which are attached hereto as Schedule "A". The information should be read in conjunction with Good2Go2's financial Statements.

	Nine-month Ending May 31, 2020 (unaudited)(\$)	Year Ended August 31, 2019 (audited)(\$)
Expenses	(81,903)	(44,599)
Amounts deferred in connection with the Transaction	Nil	Nil
Net income or (loss)	(81,903)	(44,599)
Total assets	246,347	136,591
Total liabilities	2,188	31,190
Shareholder's equity	244,159	105,401

Interim financial statements and management's discussion and analysis for Good2Go2 for the nine-month period ended May 31, 2020 are attached hereto as Schedule "B".

Description of the Securities

General

The authorized capital of Good2Go2 consists of an unlimited number of common shares of Good2Go2. There are currently 5,450,000 Good2Go2 Shares issued and outstanding.

Good2Go2 Shares

The Good2Go2 Shares have the following rights, privileges, restrictions and conditions:

Holders of Good2Go2 Shares shall be entitled to receive notice of, and to vote at every meeting of the Good2Go2 Shareholders and shall have one vote thereat for each Good2Go2 Share held;
The Holders of Good2Go2 Shares shall be entitled to receive such dividends as the board of directors of Good2Go2 may from time to time, by resolution, declare; and
In the event of liquidation, dissolution or winding up of Good2Go2 or upon distribution of the assets of Good2Go2 among shareholders being made (other than by way of dividend out of monies properly applicable to the payment of dividends), the holder of Good2Go2 Shares shall be entitled to share pro rata.

Stock Option Plan

Good2Go2 adopted its incentive Stock Option Plan on January 29, 2019, and the Stock Option Plan is Good2Go2's only equity compensation plan.

Good2Go2's board of directors may from time to time, in its discretion and in accordance with the policies of the TSXV, grant to directors, officers, employees and consultants of Good2Go2, non-transferable Good2Go2 Options to purchase Good2Go2 Shares, provided that the number of Good2Go2 Shares reserved for issuance will not exceed 10% of the issued and outstanding Good2Go2 Shares. Good2Go2's board of directors determines the price per Good2Go2 Share which may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the Exchange.

However, other than in connection with a Qualifying Transaction, during the time that Good2Go2 is a CPC, the aggregate number of Good2Go2 Shares issuable upon exercise of all Good2Go2 Options granted under the Stock Option Plan shall not exceed ten percent (10%) of the Good2Go2 Shares issued and outstanding at the closing of Good2Go2's initial public offering.

Good2Go2 may from time to time, in its discretion, and in accordance with the Exchange requirements, grant to directors, officers, and technical consultants to Good2Go2, non-transferable options to purchase Common Shares, provided that the number of Common Shares reserved for issuance will not exceed 10% of the issued and outstanding Common Shares of Good2Go2 as at the closing of the IPO, exercisable for a period of up to 5 years from the Closing Date. The exercise price of options to purchase Common Shares will be the greater of the IPO Common Share price and the Discounted Market Price. The number of Common Shares reserved for issuance to any individual optionee will not exceed five percent (5%) of the issued and outstanding Common Shares as at the closing of the IPO and the number of Common Shares reserved for issuance to all consultants will not exceed two percent (2%) of the issued and outstanding Common Shares as at the closing of the IPO. No options may be granted to investor relations service providers. Subject to the expiry date of the options held, where an optionee ceases to be a director, officer, or technical consultant, the period in which options held by such an optionee may be exercised is the greater of 12 months after the Completion of the Qualifying Transaction and 90 days following cessation of the optionee's position with Good2Go2, provided that if the cessation of office, directorship, or consulting arrangement was by reason of death, the options may be exercised within 6 months after such death which in the discretion of the Board of Directors of Good2Go2 can be extended to 12 months. Any Common Shares acquired pursuant to the exercise of options prior to the Completion of the Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued. See "Escrowed Securities".

Good2Go2, as long as it is a CPC, will not grant Good2Go2 Options to any person providing investor relations activities, promotional or market-making services. In the event that a director, officer, technical consultant or employee does not continue on with Good2Go2 following completion of its Qualifying Transaction, options must be exercised within the greater of 12 months after the completion of a Qualifying Transaction and 90 days following cessation of the optionee's position with Good2Go2, provided that if the cessation of office, employment, directorship, or consulting arrangement was by reason of death, the Good2Go2 Options may be exercised within a maximum period of one year after such death, subject to the expiry date of such Good2Go2 Option. Any Good2Go2 Shares acquired pursuant to the exercise of Good2Go2 Options under the Stock Option Plan prior to completion of a Qualifying Transaction must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin is issued.

As of the date hereof, the directors and officers of Good2Go2 hold in aggregate 505,000 Good2Go2 Options pursuant to the Stock Option Plan, as follows:

		Pre-Consolidation		Post-Consolidation (1.8:1)
Optionee	Number of Common Shares Optioned	Exercise Price	Number of Common Shares Optioned	Exercise Price	Expiry Date
James C. Cassina	250,000	\$0.10	138,889	\$0.18	12 months from completion of the QT
James W. Longshore	90,000	\$0.10	50,000	\$0.18	12 months from completion of the QT
Sandra J. Hall	85,000	\$0.10	47,222	\$0.18	Feb. 12, 2025
William A. Kanters	80,000	\$0.10	44,444	\$0.18	12 months from completion of the QT
TOTAL	505,000		280,555

On August 20, 2020, in connection with the Qualifying Transaction, Good2Go2 adopted a fixed 20% amended and restated stock option plan (the "Resulting Issuer Stock Option Plan") in accordance with Policy 4.4 of the Exchange with modification of the above option terms as required. The Resulting Issuer Stock Option Plan will only come into effect if the Proposed Qualifying Transaction is closed. The maximum number of shares reserved for issuance under the Resulting Issuer Stock Option Plan is 8,072,880 common shares of the Resulting Issuer upon completion of the Qualifying Transaction. Existing options under the Stock Option Plan will be rolled over into the Resulting Issuer Stock Option Plan. The table below sets out the number of options available as a result of the closing of the Concurrent Financing and the maximum number of options available assuming the maximum number of securities are issued under the Concurring Financing.

	After giving effect to the Proposed Qualifying
	Transaction and Concurrent Financing
Number of Shares Issued and Outstanding	40,364,400
Maximum Number of Options Available	8,072,880
Number of Stock Options Previously Granted	280,555
Number of Stock Options Available for Future Grant	7,792,325

Pursuant to the terms of the Agency Agreement executed in connection with the Concurrent Financing, Good2Go2 (as the Resulting Issuer) has agreed to not grant or issue options under the Resulting Issuer Stock Option Plan equal to more than 10% plus 500,000 of the stock options available during the first 12 months after the release of funds under the Subscription Receipt Agreement. After deducting the options rolled in under the Stock Option Plan, the maximum number of options available to be granted during the first 12 months after the release of funds under the Subscription Receipt Agreement is 4,255,884 assuming no further shares are issued by the Resulting Issuer.

Prior Sales

Since the date of incorporation of Good2Go2, a total of Good2Go2 Shares 5,450,000 have been issued and are currently issued and outstanding as follows:

	Number of Common	Issue Price per	Aggregate Issue	Consideration
Date	Shares	Common Share	Price	Received
March 21, 2019	3,000,000	\$0.05	\$150,000	\$150,000 Cash
September 11, 2019	200,000	\$0.05	\$10,000	\$10,000 Cash
February 13, 2020	2,250,000	\$0.10	\$225,000	\$225,000 Cash

Stock Exchange Price

The Good2Go2 Shares commenced trading on the TSXV on February 13, 2020. On June 25, 2020, trading of the Good2Go2 Shares was halted in connection with the announcement by Good2Go2 of the Proposed Qualifying Transaction and has remained halted since that date. The last trade of the Good2Go2 Shares prior to the trading halt was \$0.16 per Good2Go2 Share.

The following table sets out the trading information for the Good2Go2 Shares for the periods indicated.

Period	High Close (\$)	Low Close (\$)	Volume
June 2020	N/A	N/A	-
May 2020	0.16	0.16	20,000
April 2020	N/A	N/A	-
March 2020	0.17	0.10	50,000
February 2020	0.23	0.14	74,500

Arm's-Length Qualifying Transaction

The acquisition by Good2Go2 of all of the issued and outstanding CTS Shares is not a Related Party Transaction for the purposes of Exchange policies and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and is not a Non-Arm's Length Qualifying Transaction pursuant to the policies of the Exchange. As a result, approval of the Amalgamation or the Business Combination by Good2Go2's shareholders is not required under the Exchange policies as a condition to the completion of the Proposed Qualifying Transaction.

Legal Proceedings

There are no actual or pending material legal proceedings to which Good2Go2 is a party or of which any of its assets is subject. Management of Good2Go2 is not aware of any such legal proceedings contemplated against Good2Go2.

Auditor, Transfer Agent and Registrar

The auditor of Good2Go2 is MNP LLP, Chartered Professional Accountants, whose principal office is located at 111 Richmond Street West, Toronto, Ontario M5H 2G4.

The transfer agent and registrar for the Good2Go2 Shares is TSX Trust Company, Suite 300, 100 Adelaide Street West, Toronto, Ontario, M5H 1S3.

Material Contracts

Since incorporation, the only material contracts entered into by Good2Go2, other than contracts entered into in the ordinary course of business, are as follows:

(a) a registrar and transfer agent agreement dated as of May 27, 2019 between Good2Go2 and TSX Trust Company ("TSX Trust");
(b) an Agency Agreement dated November 13, 2019 between Good2Go2 and Haywood Securities Inc.;
(c) an Escrow Agreement date as of November 13, 2019 among Good2Go2, TSX Trust Company as the Escrow Agent and certain principal shareholders of Good2Go2;
(d) the Business Combination Agreement dated July 15, 2020 between Good2Go2, 12199483 Canada Inc. and CTS as amended by amending agreements dated October 28, 2020, October 30, 2020 and November 26, 2020;
(e) an Agency Agreement dated October 30, 2020 and the Supplement to Agency Agreement dated November 25, 2020 entered between CTS, Good2Go2 and the Agent; and
(f) a Warrant Indenture dated October 30, 2020 and the Supplement to Warrant Indenture dated November 25, 2020 entered between Good2Go2, CTS and TSX Trust.

Copies of the material contracts will be available for inspection at the offices of Good2Go2 at 1 King Street West, Suite 1505, Toronto, Ontario M5H 1A1, until the date of closing of the Proposed Qualifying Transaction and for a period of 30 days thereafter.

PART III - INFORMATION CONCERNING CTS

Corporate Structure

Canadian Teleradiology Services, Inc. (referred to as CTS in this Filing Statement) was incorporated on October 15, 2004 under the CBCA.

CTS's registered and head office is located at 304-85 Scarsdale Rd., Toronto, Ontario, M3B 2R2.

Shareholders of CTS

On October 15, 2004, 100 Class "A" common shares were issued to the original incorporators of CTS (the "Founders") for nominal consideration. The Founders (which included physicians) operated CTS over the next 5 years as manager/operator of medical imaging clinics.

On March 2, 2009, the Founders sold their entire share position to Diagnostic Imaging International Corp. (now called MEDD Medical Imaging Corp. ("MIC"). MIC is a Canadian development stage company originally based out of Nevada and was formerly a provider of comprehensive medical imaging services to patients and client hospitals in the United States and Canada through its diagnostic imaging centers and teleradiology services. The principal shareholders of MIC are Mitchell Geisler directly (31.6%) and Robert Landau, directly and indirectly through his holding company, Leveljump Inc. (31.6%).

On June 30, 2019, CTS issued 33 Class "A" common shares to Mitchell Geisler in exchange for the cancellation of \$50,000 in debt owed by CTS to Mr. Geisler.

On September 30, 2019, CTS issued 30 Class "A" common shares to Robert Landau in exchange for the cancellation of \$41,000 in debt and accrued salary.

On July 6, 2020, Mitchell Geisler transferred 3 Class "A" common shares to Robert Landau in exchange for cash consideration of \$4,500.

As at the date hereof, MIC owns 100 Class "A" common shares while Messrs. Landau and Geisler each personally own 30 shares of CTS for a total of 160 Class "A" common shares representing 100% of the issued and outstanding Class "A" common shares of CTS.

General Development of the Business

CTS is in the healthcare services business and provides teleradiology services to Canadian hospitals ("Teleradiology"). Teleradiology is the process of providing remote off site reading of radiology scans such as CT, MRI, US and X-ray. Hospital staff scan their emergency room patients, then page the CTS radiologist on call, who can then remotely view, via secured server, the images and diagnose the patient and provide a report back to the hospital. CTS has been expanding its client base and revenues steadily in the past 3 years from \$3.54 million in revenues in 2017 to \$4.25 million in 2018 and \$5.37 million in revenue in 2019. CTS expects to continue growth in 2020 despite the impact of COVID-19 pandemic.

Over the last five years CTS has been focused on expanding its operations in order to support hospital emergency rooms critical care for patients involving radiology and diagnostic imaging. CTS has been adding new client hospitals with a focus in Ontario.

In 2014, CTS' majority shareholder, MIC, entered into a royalty agreement (the "Royalty Agreement") with Flow Capital Corp. (formerly known as Grenville Strategic Royalty Corp.) ("Flow Capital"). In 2018, the Royalty Agreement was amended to include additional security including: (i) CTS was added as a guarantor; and (ii) the shares of CTS held by MIC were pledged as collateral. Terms of the royalty and security agreements include a 2.5% monthly royalty payment on the gross revenue of CTS with a minimum monthly payment of USD\$6,000.

Under the Royalty Agreement, Flow Capital advanced US\$2,000,000 to CTS in 2014. As at the date hereof, approximately US\$890,000, has been paid back to Flow Capital by CTS.

Prior to listing of the Resulting Issuer, CTS intends to buyout and retire its obligations under the Royalty Agreement in full using a portion of the proceeds from the Concurrent Financing (see Part IV - Information Concerning the Resulting Issuer – Principal Purposes of Funds). This will allow CTS the flexibility it needs to grow, increase its monthly profitability and cashflow as well as remove all of the security liens by Flow Capital Corp. against CTS.

Under the terms of a Royalty Buyout Agreement dated July 17, 2020 as amended by Amending Buyout Agreements dated October 28, 2020 and November 24, 2020 respectively with Flow Capital (the "Royalty Buyout"), Flow Capital has agreed to terminate the obligations of CTS and MIC under the Royalty Agreement in exchange for a one time cash payment of C\$1,500,000, the issuance of 1,111,111 Subscription Receipt for an aggregate value of \$500,000 and the transfer of 3,288,889 Resulting Issuer Shares to Flow from the Resulting Issuer Share position to be received by MIC in connection with the Qualifying Transaction. The Royalty Buy-Out will be completed before listing of the Resulting Issuer.

In late 2019, CTS entered into a reverse takeover transaction with a Canadian Stock Exchange ("CSE") listed company. Despite receiving conditional listing approval from CSE in June of 2020, the CSE company could not meet its closing obligations for the reverse takeover and CTS was forced to terminate the transaction. Subsequently, CTS entered into the Business Combination Agreement with Good2Go2 Corp., a CPC company listed on the TSXV.

Prior to 2019, management's time was spent partially on CTS and partially on the other segments of MIC's medical imaging business in the United States. In 2019, management focused its efforts almost solely towards the operations of CTS. CTS entered into a new agreement to provide teleradiology services for five additional hospitals in Ontario with the potential to add additional hospitals within a specific hospital network. In 2020, another new hospital was added as a client for CTS' services.

In 2020, CTS continues to focus on continuing client growth and enhancing client workflow. CTS has recently entered a contract with a new PACS supplier that will allow enhanced real time radiology reporting. The benefits of this new PACS system include allowing existing clients access to newer technologies, easier workflow for CTS radiologists as well as to position CTS for greater expansion throughout Canada.

Narrative Description of the Business

Principal Products or Services

CTS is retained by either hospitals or radiology groups that work for a hospital, who require help with radiology reading for emergency room patients. CTS will review with the client the workload requirements, the potential workflow of how CTS radiologists will access patient images and how the reporting would occur. Following this, if there is a fit between CTS and the client, CTS will provide a contract. Once the contract is agreed to, CTS will then start to credential a group of radiologists, who are contractors of CTS, and begin any necessary IT configuration, orders and installation that may need to take place. The process from a signed contract with the client, to commencing reporting generally takes 4-6 weeks. Once reporting starts, CTS will provide coverage on a seven days a week, 365 days a year basis.

Teleradiology is the next level of patient care that assists small urban and rural hospitals to be connected with 24/7 care, ensuring small communities receive the same care that large urban hospitals receive. CTS has built itself up in the Teleradiology field in Ontario, Canada, servicing over 5% of Ontario hospitals. CTS provides its services to over 25 hospitals throughout Ontario.

CTS has many client hospitals that have retained its services for over ten years. All CTS radiologists are located and licensed in Canada. CTS primarily focuses on coverage from 5:00 p.m. to 8:00 a.m. on weekdays and 24-hour coverage on weekends and holidays. CTS also supplies weekday service to some hospitals outside of this timeframe. All of CTS' contracts provide for service seven days a week, 365 days a year.

CTS is also used for urgent emergency services, providing a 60-minute turnaround time on emergency cases and 24 hour turnaround on elective work. In cases where a CTS client hospital is a stroke center, CTS will build out and work with the hospital stroke protocol to provide the required 30-minute turnaround time.

CTS radiologists are contractors of CTS and each is credentialed by the client hospital. The hospital will bill the Ontario Health Insurance Plan, "OHIP" at the end of each month on a per study fee. Radiologists in Ontario are paid per the OHIP Schedule of Benefits and Fees and are entitled to what is referred to as the professional fee "P-fee". All doctors in Ontario are paid this way. The fees are nonnegotiable.

OHIP will then pay the hospitals who collect the money on behalf of the radiologists for CTS. The client will then pay CTS. Approximately 75% of billings are paid within 40 days of month end, and the balance is paid within approximately 75 days.

In some instances, CTS may have other fees beyond that it directly charges to the clients; however this makes up less than 2% of total billings.

Operations

CTS services are delivered as follows: (i) a hospital signs a contract with CTS, (ii) CTS then installs a server and software onsite at that hospital, (iii) CTS then credentials its radiologists at the hospital. Subsequently, a patient will attend at the hospital for a diagnostic imaging scan (MRI, CT, X-ray or Ultrasound). The hospital will forward via the computer server and the internet, the resulting scan images to CTS' main servers in Toronto, which is then accessed by a radiologist working for CTS using a picture archiving and communication system (PACS). The radiologist then issues his/her report back to the hospital via the same computer servers and the internet.

The PACS system allows the radiologist to view and store the images from the modality that were taken at the hospital. The medical images are used for clinical analysis, diagnosis and treatment as part of a patient's care. Information gathered can be used to identify anatomical and physiological abnormalities, track treatment progress and provides the ability to store information for later reference.

PACS has four major components: (i) hardware imaging machines; (ii) a secure network for the distribution and exchange of patient images; (iii) a workstation or mobile device for viewing, processing and interpreting images; and (iv) electronic archives for storing and retrieving images and related documentation and reports. PACS replaces the need for hard-copy films and management of physical archives, allows for remote access enabling clinicians in varying locations to review the same data concurrently, offers an electronic platform for images interfacing with other medical automation systems and allows radiologists to manage the workflow of patient exams.

CTS licenses its use of the PACS system from Intelerad Medical Systems Incorporated ("Intelerad") pursuant to a software license agreement entered into between CTS and Intelerad on January 24, 2013.

Specialized Skill and Knowledge

Radiologists who are employed as independent contractors by CTS have all achieved the appropriate credentials from accredited medical schools and hold licenses to practice in the province which they are reading in. Each radiologist is credentialed by the hospital before they are eligible to report. Every hospital has its own credentialing process; however, in general, it involves providing a resume, proof of licenses, work history, police clearance and peer references, among other criteria.

Employees and Contractors

CTS currently has three (3) full-time employees on staff or under offer to begin work and will expand that number as required by the demands of its business. In addition, CTS has approximately 25 radiologists that work for CTS as independent contractors.

Market

CTS is primarily focused on the Canadian marketplace. CTS currently supplies its services throughout Ontario and plans to expand by marketing its services in other provinces. As CTS services are supplied remotely, its services can easily be deployed across Canada. The services can also reach any global destination and may be of particular interest in countries that want Canadian board-certified radiologists.

The target market is primarily hospitals' emergency room care. Expansion of marketing efforts will also target elective work at hospitals as well as private imaging centers.

In Canada, the estimated size of the teleradiology markets is approximately 1000 hospitals. These are hospitals situated in either small urban or rural communities, that are ideal for CTS services.

The marketplace of private clinics that may wish to access CTS services can be estimated at more than double the potential hospital market size. The increasing demand for healthcare and the increasing ability to better diagnose health problems with medical imaging scans has historically increased overtime and that trend is expected to continue.

Governments and hospitals are recognizing teleradiology as an effective and efficient solution to providing quick clinical findings on imaging scans allowing for immediate patient care.

CTS continuously looks for ways to improve workflow, reporting and patient care. By way of example, CTS is currently adopting a system wide service that will allow for full diagnostic imaging reports to be available for hospital ERs in real time. This is especially beneficial to clients that were unable to offer their emergency doctors this service in the past. The new service will also allow CTS to monitor vital statistics for things such as turnaround time, reporting quality and peer review. CTS will work closely with its client hospitals to continuously provide the latest in technology and reporting improvements.

CTS has been providing its services for over 15 years. Teleradiology is widely accepted and falls within the standards of normal radiology reporting.

CTS must follow certain protocols to ensure that accessing patient information is done in a secure and compliant manner. CTS has to be aware of both Federal and Provincial regulations in regard to patient confidentiality that may change from time to time.

There is very limited seasonality to the services that CTS provides. Both emergency and elective procedures at hospitals generally occur at a constant rate throughout the year. As such, revenues do not tend to fluctuate significantly based on seasonality.

Marketing Plans and Strategies

CTS markets its services on an ongoing basis. Marketing efforts are currently performed by the CEO and the CTS operations manager. In the future CTS may hire a full-time salesperson.

Marketing efforts include but are not limited to, outreach networking through existing client hospitals, referrals, cold calling, mail canvassing and online advertising. Trade shows geared to hospital executives and radiology conferences are also part of marketing efforts. CTS does have the benefit of relationships it has built within the industry over the past 15 years that leads to referrals of new clients.

Marketing costs include:

Marketing Effort	Annual Cost
Salesperson	\$75,000 plus commission
Advertising	\$30,000
Trade Shows	\$25,000
Other	\$50,000

CTS works on a revenue split with its radiologists who are paid based on fee schedules listed by each provincial government health agency. CTS may charge a fee for the initial deployment of software used for the workflow that can range anywhere from \$nil to \$15,000 per new client. Ongoing fees are negligible if any, but may include an ongoing per study fee, whereby the client is charged \$1 to \$2 per patient study that is processed by CTS.

Along with developing and staffing a new national marketing plan, CTS plans to use strategic acquisitions of other businesses in the same or related industries in order to grow the revenues and EBITDA of CTS at a more rapid pace and to combine the marketing efforts of any acquisitions into the new national marketing plan for CTS.

Competitive Conditions

The main competitor to CTS is a another teleradiology company based in Ontario. They provide emergency reporting services in similar fashion to CTS in Ontario. Other competitors would include local private radiology groups; however, they generally only provide services to private clinics in Ontario and only during daytime hours. There is another similar company that provides teleradiology in Alberta and Saskatchewan. It is believed, however, that the bulk of their services is for their private clinics and daytime work.

Competitors generally work on a similar model. It is believed that the main competitor to CTS charges higher startup and on-going fees. CTS does not, however, have access to their pricing guide.

Entry into the marketplace is not easy. New competition would most likely derive from existing Canadian radiologists that may put a working group together to bid on client hospitals.

Selected Financial Information and Management's Discussion and Analysis

The following table sets forth certain selected balance sheet data and financial information as at and for the financial years ended December 31, 2018 and 2019 (audited) and the six months ended June 30, 2020 (unaudited). Such data has been derived from the financial statements of CTS for such periods attached hereto as Schedules "C" and "D". CTS's financial statements are expressed in Canadian dollars; all dollar figures expressed in the following table refers to Canadian dollars.

	December 31, 2018	December 31, 2019	June 30, 2020
	(audited)	(audited)	(unaudited)
Total Revenues	4,175,122	5,372,820	2,445,340
Net Income (Loss)	(106,995)	105,974	76,015
Total Assets	547,542	705,447	717,815
Total Liabilities	1,463,880	1,424,311	1,360,665
Working Capital	(910,759)	(714,604)	(638,398)

Management's Discussion and Analysis for the financial condition and results of operations of CTS for the financial periods above are also included in Schedules "C" and Schedule "D", respectively, to this Filing Statement.

Description of the Securities of CTS

The authorized share capital of CTS consists of an unlimited number of Class A common shares, an unlimited number of non-voting Class "A" Preference Shares, an unlimited number of non-voting Class "B" Preference Shares and an unlimited number of non-voting Class "B common shares. As of the date hereof, only 160 Class A common shares are issued and outstanding as fully paid and non-assessable. There are no other shares of CTS outstanding.

Subject to the provisions of the CBCA, holders of CTS Shares will be entitled to receive notice of and to attend all meetings of the CTS Shareholders and shall have one vote, in person or by proxy, for each CTS Share held at all meetings of the CTS Shareholders. CTS Shareholders are entitled to (a) receive any dividends as and when declared by the CTS Board out of the assets of CTS properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of CTS (after payment of all outstanding debts) in the event of any liquidation, dissolution or winding-up of CTS. The holders of CTS Shares have no pre-emptive, redemption or conversion rights.

An aggregate of 10,061,622 Subscription Receipts have been issued in two tranches under the Concurrent Financing at an issue price of \$0.45 per Subscription Receipt for (i) aggregate gross cash proceeds of \$3,915,230; (ii) 1,111,111 Subscription Receipts to Flow Capital Corp. at a deemed value of \$500,000 as part of the Royalty Buy-Out; and (iii) 250,000 Subscription Receipts as payment for a work fee and advisory fee at the aggregate deemed value of \$112,500 payable to the Agent.

Consolidated Capitalization

The following table sets forth the capitalization of CTS as at the dates indicated.

Designation of Security	Amount authorized or to be authorized	Amount outstanding as at June 30, 2020	Amount outstanding as of November 25, 2020, prior to giving effect to the Transaction	Amount outstanding as of the Effective Date after Completion of the Concurrent Financing (1)
Class A Common Shares	Unlimited	160	160	37,336,622
Warrants (2)	Unlimited	-	-	10,061,222
CTS Agent Options (3)	-	-	-	696,041

Notes:

(1) After giving effect to the automatic exchange of 10,061,222 Subscription Receipts previously issued in connection with the closing of the Concurrent Financing for gross cash proceeds of \$3,915,230, 1,111,111 Subscription Receipts at a deemed value of \$500,000 as part of the Royalty Buy-Out, 250,000 Subscription Receipts as payment for a work fee and advisory fee at an aggregate deemed value of \$112,500 payable to the Agent and the subdivision of the existing issued and outstanding CTS common shares into 27,275,000 common shares in connection with the Business Combination Agreement.
(2) Each warrant entitles the holder to acquire one additional Resulting Issuer share at a price of \$0.50 per share for a period of 36 months from the Listing Date.
(3) The CTS Agent Options were issued to the Agent in connection with the Concurrent Financing, entitling the holder to acquire one CTS Unit at the exercise price of \$0.45 per CTS Unit for a period of 36 months from the Listing Date, each CTS Agent Option then outstanding will automatically be exchanged for one (1) Resulting Issuer Agent Option, which shall be exercisable to purchase one (1) Resulting Issuer Share and one (1) Resulting Issuer Warrant.

Prior Sales

The table below sets forth prior to the date of this Filing Statement and since inception details of the price at which securities have been issued or are to be issued by CTS, the number of securities issued at that price and the date on which the securities were issued.

		Number of Securities	Price per
Date of Issue	Class of Security	Issued	Security	Total Issue Price
October 15, 2004	Common Shares	100	\$0.10	\$10.00
June 30, 2019	Common Shares	33	\$1,515	\$50,000
September 30, 2019	Common Shares	27	\$1,519	\$41,000
	TOTAL	160

Stock Exchange Price

None of the securities of CTS are, or have ever been, listed for trading on any stock exchange or other securities market.

Executive Compensation

At no time prior to the date of this Filing Statement was CTS a reporting issuer under applicable Canadian securities laws. Notwithstanding this fact, the following disclosure of executive compensation is made in accordance with the requirements of NI 51-102 for the executive officers and directors of CTS for fees earned for the financial years ended December 31, 2018 and December 31, 2019. The following disclosure reflects all compensation paid to the CTS NEOs for the periods referenced, in respect of services provided to CTS on a consolidated basis.

Compensation Philosophy

CTS strives to attract the necessary management talent in order to help it achieve its short and long-term goals. Compensation for NEOs consists of two main elements.

Base Salary: Strong base salaries are necessary to attract senior executives to CTS. The levels are determined by the CEO based on his knowledge of market conditions, taking into account each individual's specific skillset, experience and contributions to the company. These salary levels are set such that paying them would not be detrimental to financial health of the company.
Annual Bonus: An annual bonus as set as a percentage of the Base Salary and to be determined by the CEO.

Compensation Governance

Compensation of directors and executive offices is determined through regular, transparent discussions held throughout the year by the compensation committee. For the year ended December 31, 2019, the members of the compensation committee included Mitchell Geisler and Robert Landau. Future decisions related to management compensation and/or director compensation will be made by a new compensation committee to be formed upon completion of the Proposed Qualifying Transaction.

			Share	Option		Non-Equity Incentive Plan Compensation (C\$)
NEO Name and Principal Position	Year	Salary (C\$)	Based Awards (C\$)	Based Awards (C\$)	Annual Incentive Plans	Long-term Incentive Plans	Pension Value (C\$)	All Other Compensation (C\$)	Total Compensation (C\$)
Mitchell Geisler,	2019	104,000	-	-	24,000	-	-	-	128,000
C.E.O. Robert Landau, C.F.O.	2018 2019 2018	- 104,000 -	- - -	- - -	- 14,400 -	- - -	- - -	- - -	- 118,400 -

Pension Plan Benefits

CTS does not have any defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at, following, or in connection with retirement, or provide for deferred compensation plans.

Management Contracts

No management function of CTS or its subsidiaries are performed by a person other than a director or senior officer of CTS.

Non-Arm's Length Party Transactions

For the five years prior to date of this Filing Statement, CTS has maintained various transactions with related parties. The related parties consist of officers, directors and shareholders or companies controlled directly or indirectly by them. Details of the related parties including transactions and balances owing, or receivable are as follows:

Related Parties

Related Party	Nature of Relationship
Mitchell Geisler	CEO, President and Director
Robert Landau	CFO and Director
MEDD Medical Imaging Corp.	CTS' parent company

Related Party Transactions

Mitchell Geisler loaned CTS \$100,655 as of June 29th, 2018. The amount is represented by a promissory note and is due on June 30, 2020. Interest on the note is 10%. The Company can and has made early payments towards the principal amount of the loan. On June 30, 2019 Mr. Geisler converted \$50,000 of the loan into shares of common stock of CTS. As of June 30, 2020, the balance of the loan was \$50,655 in principal and \$16,474 in accrued interest.

On September 24, 2019, CTS borrowed \$15,000 from Robert Landau with no set terms of repayment or interest. On September 30, 2019, CTS issued 27 shares to Robert Landau in exchange for the \$15,000 loan and for \$26,000 of past due salary.

As at June 30, 2020, MIC, the major shareholder of CTS, is indebted to CTS in the amount of \$19,365. On June 9, 2020, CTS converted an equivalent of \$142,571 of outstanding debt into 78,982,222 shares of MIC, representing 24.8% of MIC's shares then issued and outstanding.

In the past 5 years from July 1, 2015 through to April 30, 2019, when services ceased, MIC had charged CTS a total of \$2.38 million in management fees.

The amounts due to/from parent company and due to director are unsecured, non-interest bearing and due on demand.

On November 2, 2020, CTS entered into an agreement to sell its holdings in MIC (78,982,222 common shares) in equal portions to Mitch Geisler and Robert Landau. The aggregate consideration is \$137,575.36 in cash to be paid on or before December 31, 2020.

Other than as described herein, within five years prior to the date hereof, CTS has not acquired any assets or been provided any services from any director, officer, Insider or Promoter of CTS, except in their capacities as directors, officers, employees or consultants of CTS.

Legal Proceedings

There are no legal proceedings material to CTS to which CTS or a subsidiary of CTS is a party or of which any of their respective property is the subject matter and no such proceedings known to CTS are contemplated.

Material Contracts

The only material contracts entered into by CTS in the last two years (other than contracts entered into in the ordinary course of business) include:

(a) an amended and restated royalty agreement dated October 1, 2018 (the "Royalty Agreement") with Flow Capital Corp. and Flow Capital US Corp. (these latter two entities collectively referred to as "Flow Capital") whereby CTS, Medical Imaging Corp. ("MIC") and certain other affiliated companies including would pay a monthly royalty payment of 2.50% of revenue to Flow. The Royalty Agreement will terminate once cumulative royalty payments to Flow reach US\$4,000,000 unless CTS buys out the Royalty obligation with a payment of US\$2,000,000. As at the date hereof, approximately US\$950,000 has been paid to Flow Capital. The Royalty is secured by a general security agreement covering all of CTS' current and future assets and a pledge agreement whereby MIC has pledged its CTS Shares to Flow Capital; and
(b) an Employment Agreement dated May 1, 2019 between Mitchell Geisler and CTS;
(c) an Employment Agreement dated May 1, 2019 between Robert Landau and CTS;
(d) the Business Combination Agreement dated July 15, 2020 between Good2Go2, 12199483 Canada Inc. and CTS as amended by amending agreements dated October 28, October 30, 2020 and November 26, 2020 extending the termination date of the Business Combination Agreement to December 15, 2020 and revising the Consolidation ratio to 1.8 to 1;
(e) a Buyout and Termination Agreement dated July 17, 2020 (the "Royalty Buy-Out") as amended by an Amending Buyout Agreements dated October 28, 2020 and November 24, 2020 respectively, entered among CTS, MIC and Flow Capital, whereby Flow Capital agreed to terminate the obligations of CTS under the Royalty Agreement, and pursuant to the Royalty Buy-Out, (i) Flow Capital will be paid C\$1,500,000 in cash; (ii) Flow Capital will receive 1,111,111 Subscription Receipts from CTS at a deemed value of \$500,000; (iii) MIC will transfer 3,288,889 Resulting Issuer Shares to Flow Capital from the Resulting Issuer Shares it receives in connection with the Qualifying Transaction; and (iv) Flow Capital will transfer to MIC the 1,111,111 Resulting Issuer Warrants from the Subscription Receipts received by it in connection with the Concurrent Financing. The Royalty Buy-Out will be completed before listing of the Resulting Issuer;
(f) the Agency Agreement dated October 30, 2020 and the Supplement to Agency Agreement dated November 25, 2020 entered between CTS, Good2Go2 and the Agent;
(g) the Subscription Receipt Agreement dated October 30, 2020 and the Supplement to Subscription Receipt Agreement dated November 25, 2020 entered between CTS, the Agent and TSX Trust; and
(h) the Warrant Indenture dated October 30, 2020 and the Supplement to Warrant Indenture dated November 25, 2020 entered between Good2Go2, CTS and TSX Trust.

The material contracts will be available for inspection at the offices of CTS at 304-85 Scarsdale Rd., Toronto, Ontario, M3B 2R2, until the date of closing of the Proposed Qualifying Transaction and for a period of 30 days thereafter.

PART IV - INFORMATION CONCERNING THE RESULTING ISSUER

Name and Incorporation

Following the Completion of the Proposed Qualifying Transaction, the Resulting Issuer will operate under the name "Leveljump Healthcare Corp." and will continue to be governed by the provisions of the CBCA.

The registered and head office of the Resulting Issuer will be 304-85 Scarsdale Rd., Toronto, Ontario, M3B 2R2.

Intercorporate Relationships

Following the completion of the Proposed Qualifying Transaction, the Resulting Issuer will own, directly or indirectly, all of the issued and outstanding common shares of CTS. As a result of the Proposed Qualifying Transaction, the previous shareholders of CTS will become shareholders of the Resulting Issuer.

The following organizational chart demonstrates the intended corporate structure of the Resulting Issuer:

Narrative Description of the Business

The Resulting Issuer's business objectives after the Completion of the Proposed Qualifying Transaction will be the business objectives of CTS, namely a healthcare company providing teleradiology services. For the narrative description of the business of the Resulting Issuer, see "Part III – Information Concerning CTS – General Development of Business", in particular the information under the heading "Principal Products or Services".

Description of the Securities

Upon Completion of the Proposed Qualifying Transaction, the Good2Go2 Shares (on a post-Consolidation basis) will be the Resulting Issuer Shares, the Good2Go2 Options (on a post-Consolidation basis) will be the Resulting Issuer Stock Options and the Good2Go2 Broker Warrants (on a post-Consolidation basis) will be the Resulting Issuer Broker Warrants. Upon Completion of the Proposed Qualifying Transaction, the CTS Warrants will be the Resulting Issuer Warrants and the CTS Agent Options will be the Resulting Issuer Agent Options. For a description of the attributes of the Good2Go2 Shares, please refer to "Part II – Information Concerning Good2Go2 – Description of the Securities" of this Filing Statement.

Pro Forma Consolidated Capitalization

The following table sets forth the pro forma share and loan capital of the Resulting Issuer as at June 30, 2020 on a consolidated basis, based on the pro forma consolidated financial statements contained in this Filing Statement after giving effect to the Proposed Qualifying Transaction. This table should be read in conjunction with the pro forma consolidated financial statements and notes thereto included in this Filing Statement.

Designation of Security	Amount authorized or to be authorized	Amount outstanding after giving effect to the Proposed Qualifying Transaction, Concurrent Financing, the Royalty Buy Out and payment of the Agent's Work Fee and Advisory Fee
Resulting Issuer Shares	Unlimited	40,364,440
Resulting Issuer Warrants (1)	N/A	10,061,222
Resulting Issuer Stock Options (2)	8,072,880	280,556
Resulting Issuer Agent Options (3)	N/A	696,041
Resulting Issuer Broker Warrants (4)	N/A	125,000

Notes:

(1) The Resulting Issuer Warrants are issuable in connection with the Concurrent Financing, which entitle the holder to acquire one additional Resulting Issuer Share at a price of \$0.50 for a period of 36 months from the closing date of the Concurrent Financing.
(2) The amended and restated stock option plan of the Resulting Issuer (the "Resulting Issuer Stock Option Plan") is a fixed plan, which provides for the issuance of up to 8,072,880 options. The Resulting Issuer may grant additional Resulting Issuer Stock Options to certain officers, directors and employees of the Resulting Issuer on completion of the Proposed Qualifying Transaction. Under the terms of the Agency Agreement, the Resulting Issuer has agreed to not grant or issue options under the Resulting Issuer Stock Option Plan equal to more than 10% of the Resulting Issuer's issued and outstanding common shares plus 500,000 of the stock options available (4,536,440 based upon completion of the Concurrent Financing) during the first 12 months after the release of funds under the Subscription Receipt Agreement (see "Part II – Information Concerning Good2Go2 –Stock Option Plan").
(3) The CTS Agent Options were issued to the Agent in connection with the Concurrent Financing, entitling the holder to acquire one CTS Unit at the exercise price of \$0.45 per CTS Unit for a period of 36 months from the Listing Date, each CTS Agent Option then outstanding will automatically be exchanged for one (1) Resulting Issuer Agent Option, which shall be exercisable to purchase one (1) Resulting Issuer Share and one (1) Resulting Issuer Warrant.
(4) Exercisable at \$0.18 per Broker Warrant (after giving effect to the Consolidation) prior to February 12, 2022.

Undiluted and Fully Diluted Share Capital

The following table outlines the expected number and percentage of securities of the Resulting Issuer to be outstanding on an undiluted and fully-diluted basis after giving effect to the Proposed Qualifying Transaction and the securities either already issued under Tranche 1 or expected to be issued under Tranche 2 of the Concurrent Financing:

	Undiluted Basis		Fully-Diluted Basis
	Number of		Number of
	Shares	%	Shares	%
Opening balance – Good2Go2 (post 1.8:1 consolidation)	3,027,778	7.50%	3,027,778	5.04%
Issuance to CTS shareholders (excluding the shares transferred to Flow Capital)	23,986,111	59.42%	23,986,111	39.97%
Issuance to investors for Concurrent Financing	8,700,511	21.55%	8,700,511	14.50%
Issuance to Agent for Work Fee and Advisory Fee (1)	250,000	0.62%	250,000	0.42%
Issuance to Flow Capital Royalty Buy-Out at Concurrent Financing (2)	1,111,111	2.75%	1,111,111	1.85%
Transferred from MIC to Flow Capital at Closing of Proposed QT (2)	3,288,889	10.90%	3,288,889	5.48%
Shares reserved for exercise of Good2Go2 Broker Warrants (3)			125,000	0.21%
Shares and Resulting Issuer Warrants reserved for exercise of CTS Agent Options (1)			1,392,082	2.32%
Shares reserved for Resulting Issuer Stock Option Plan (4)			8,072,880	13.45%
Shares reserved for exercise of Resulting Issuer Warrants (5)			10,061,622	16.76%
Total	40,364,400	100.00%	60,015,984	100.00%

Notes:

(1) In accordance with the terms of an agency agreement dated October 30, 2020 and a Supplement to Agency Agreement dated November 25, 2020 among the Agents, G2G2 and CTS, the Agents were paid the following in connection with the Concurrent Financing: (i) cash commission in the aggregate amount of \$313,218, representing 8% of the gross proceeds raised, which will be deducted from the Escrowed Proceeds upon release from escrow; and (ii) 696,041 CTS Agent Options in aggregate, representing 8% of the Subscription Receipts sold under the Concurrent Financing, with each CTS Agent Option exercisable at \$0.45 for a period of 36 months following the Listing Date to acquire (1) Resulting Issuer Share and one (1) Resulting Issuer Warrant. Additionally, the Agent was paid a non-refundable Agent's Work Fee of \$25,000, with \$12,500 in cash and \$12,500 in Subscription Receipts and an Advisory Fee of \$100,000 payable in Subscription Receipts.
(2) In connection with the Royalty Buy-Out, Flow Capital will receive: (i) a one-time cash payment of C\$1,500,000; (ii) the issuance of 1,111,111 Subscription Receipts with an aggregate value of \$500,000; and (iii) the transfer of 3,288,889 Resulting Issuer Shares to be received by MIC at closing of the Proposed Qualifying Transaction. Within five days after closing of the Proposed Qualifying Transaction, Flow Capital will transfer to MIC the 1,111,111 Resulting Issuer Warrants it holds.
(3) Exercisable at \$0.18 per Broker Warrant (after giving effect to the Consolidation) prior to February 12, 2022.
(4) The amended and restated stock option plan of the Resulting Issuer (the "Resulting Issuer Stock Option Plan") is a fixed plan, which provides for the issuance of up to 8,072,880 options. The Resulting Issuer may grant additional Resulting Issuer Stock Options to certain officers, directors and employees of the Resulting Issuer on completion of the Proposed Qualifying Transaction. Under the terms of the Agency Agreement, the Resulting Issuer has agreed to not grant or issue options under the Resulting Issuer Stock Option Plan equal to more than 10% the Resulting Issuer's issued and outstanding common shares plus 500,000 of the stock options available (4,536,440 based upon completion of the Concurrent Financing) during the first 12 months after the release of funds under the Subscription Receipt Agreement (see "Part II – Information Concerning Good2Go2 –Stock Option Plan").
(5) The 10,061,222 Resulting Issuer Warrants are issuable in connection with the Concurrent Financing, the Royalty Buyout and payment of the Agent's work fee and advisory fee, each Resulting Issuer Warrant entitling the holder to acquire one additional Resulting Issuer Share at a price of \$0.50 for a period of 36 months from the listing date of the Resulting Issuer.

Available Funds to the Resulting Issuer

	Based Upon Completion of the Proposed Qualifying
	Transaction (including gross cash proceeds of \$3,915,230
Estimated Funds Available	raised from the Concurrent Financing)
Pro forma consolidated cash on hand (1)	\$304,286
Concurrent Financing (2)	\$3,915,230
Estimated Fees and expenses (3)	(\$676,809)
Total Available Funds	\$3,542,707

Notes:

(1) The Pro forma consolidated cash on hand includes \$245,986 from Good2Go2 and \$58,300 from CTS.
(2) Tranche 1 of the Concurrent Financing was closed on October 30, 2020 raised gross proceeds of \$2,573,857. Tranche 2 of the Concurrent Financing raised additional gross proceeds of \$1,341,373.
(3) The fees and expenses for the Qualifying Transaction include: \$351,091 for legal fees, transfer agent and TSXV fees

and \$325,718 in commissions and broker's fees for the Concurrent Financing comprised of cash commissions of \$313,218, representing 8% of total subscription proceeds of \$3,915,230 and a work fee of \$12,500.

Principal Purposes of Funds

The following table sets forth the funds anticipated to be available to the Resulting Issuer upon the Completion of the Proposed Qualifying Transaction and the proposed use of such funds.

	Based Upon Completion of the Proposed Qualifying Transaction (including gross cash
Proposed Use of Available Funds (18 months following closing of the	proceeds of \$3,915,230 raised from the
Proposed Qualifying Transaction)	Concurrent Financing)
Royalty Buyout (to be completed prior to listing of the Resulting Issuer)(1)	\$1,500,000
Strategic Acquisitions (2)	\$1,000,000
CTS Working Capital (3)	\$697,201
Unallocated working capital (4)	\$345,506
Total Use of Funds Available	\$3,542,707

Notes:

(1) See "Royalty Buyout" in Glossary, "Part III Information Concerning CTS General Development of the Business" and "Material Contracts" for details.
(2) Strategic Acquisitions provides for the deposits required to initiate the purchases of businesses identified by CTS, in the same or complimentary business as CTS, as targets for acquisition in order to increase revenues and EBITDA. See "Part III – Information Concerning CTS – Narrative Description of the Business – Marketing Plans and Strategies".
(3) Comprised of management salaries, legal, accounting, overhead expenses and other general and administrative expenses.
(4) The unallocated working capital does not include expected positive cash inflows from operations.

Notwithstanding the proposed uses of available funds discussed above, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary or prudent. It is difficult at this time to definitively project the total funds necessary to effect the planned activities of the Resulting Issuer. For these reasons, management of Good2Go2 and CTS consider it to be in the best interests of the Resulting Issuer and its shareholders to afford management a reasonable degree of flexibility as to how the funds are employed among the uses identified above, or for other purposes, as the need arises.

Dividends

The proposed directors of the Resulting Issuer anticipate that the Resulting Issuer will retain all future earnings and other cash resources for the future operation and development of its business, and accordingly, do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at the discretion of the board of the directors of the Resulting Issuer after taking into account many factors including the Resulting Issuer's operating results, financial condition and current and anticipated cash assets.

Principal Securityholders and Control Persons

To the knowledge of Good2Go2 or CTS, upon completion of the Proposed Qualifying Transaction, no person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the equity of the Resulting Issuer except as follows:

Name and Municipality of	Number of Resulting Issuer Shares Owned or Controlled Directly or	Percentage of Resulting Issuer Shares After Giving Effect to the Proposed Qualifying Transaction and Concurrent Financing (1)	Type of
Residence	Indirectly	Undiluted	Fully-Diluted	Ownership
Mitchell Geisler (2) Toronto, Ontario	11,993,055 Shares	29.71%	19.98%	Direct and Indirect
Robert Landau (3) Toronto, Ontario	11,993,055 Shares	29.71%	19.98%	Direct and Indirect
Flow Capital Corp. (4) Toronto, Ontario	4,400,000 Shares	10.90%	5.48%	Direct

Notes:

(1) Upon completion of the Proposed Qualifying Transaction and Concurrent Financing, it is expected that there will be approximately 40,364,400 Resulting Issuer Shares (on an undiluted basis) issued and outstanding and 60,015,983 Resulting Issuer Shares (on a fully-diluted basis).
(2) 5,114,062 Resulting Issuer Shares would be held by Mitchell Geisler directly while 50% of the 13,757,986 Resulting Issuer Shares (6,878,993) held by MEDD Medical Imaging Corp. (formerly "Medical Imaging Corp.") ("MIC"), a company Mr. Geisler jointly controls with Robert Landau, would be controlled indirectly.
(3) 5,114,062 Resulting Issuer Shares would be held by Robert Landau directly while 50% of the 13,757,986 Resulting Issuer Shares (6,878,993) held by MIC would be controlled indirectly. Mr. Landau jointly controls MIC with Mitchell Geisler through his holding company, Leveljump Inc.
(4) 1,111,111 Subscription Receipts were issued to Flow Capital at a deemed value of \$500,000 as part of the Royalty Buy-Out. Prior to listing of the Resulting Issuer, MIC will transfer 3,288,889 Resulting Issuer Shares to Flow Capital resulting in Flow Capital holding an aggregate of 4,400,000 shares. Following completion of the Qualifying Transaction, Flow Capital will transfer 1,111,111 Resulting Issuer Warrants to MIC pursuant to the Royalty Buy-Out. (see Part III – Information Concerning CTS – Material Contracts).

Directors, Officers and Promoters

Name, Address, Occupation and Security Holdings

The following are the names and municipalities of residence of each proposed director and officer of the Resulting Issuer, the positions and offices to be held with the Resulting Issuer, their respective principal occupations within the five preceding years and the number and percentage of common shares of the Resulting Issuer which will be held by each of them on completion of the Amalgamation, after giving effect to the Concurrent Financing. Each director will hold office until the next annual meeting of the Resulting Issuer unless his office is earlier vacated in accordance with the CBCA.

Name and Municipality of Residence	Position to be Held with the Resulting Issuer	Principal Occupation for the last five years	Number of Resulting Issuer Shares Owned or Controlled Directly or Indirectly After Giving Effect to the Proposed Qualifying Transaction (2)
Mitchell Geisler (1) Toronto, Ontario	Chief Executive Officer, Secretary and Director	CEO of CTS since 2015; President, CEO and director of MEDD Medical Imaging Corp. since 2010	11,993,055 Shares (3)
Robert Landau (1) Toronto, Ontario	Chief Financial Officer and Director	CFO of CTS since 2019; President of Leveljump Inc. since 1999	11,993,055 Shares (4)
Sandra J. Hall Oshawa, Ontario	Director	Director of Good2Go2 Corp. since March 2019; Secretary and Director of Good2Go Corp. since May 2018; prior thereto, Corporate Secretary of Novicius Corp. between June 2010 and November 2018	138,889 Shares (5)
Jeffrey J. Stevens Toronto, Ontario	Director	CEO of Psyched Wellness, a Canadian-based health supplement company since April 2020; prior thereto, President and Chief Operating Officer of Datametrex AI Limited between June 2017 and April 2020; director of New Wave Esports Corp. between October 2019 and February 2020; director and interim CEO of Graph Blockchain Inc. between February 2019 and January 2020; director of FluidOil Limited between January 2016 and August 2018; director of Goldhills Holding Ltd. between October 2014 and April 2017	Nil

Notes:

(1) It is expected that Mitchell Geisler and Robert Landau will work full time as employees of the Resulting Issuer and each will enter into an employment agreement with the Resulting Issuer containing confidentiality and non-solicitation provisions.
(2) Upon completion of the Proposed Qualifying Transaction and completion of the Concurrent Financing, it is expected

that there will be approximately 40,364,440 Resulting Issuer Shares (on an undiluted basis) issued and outstanding and 60,015,984 Resulting Issuer Shares (on a fully-diluted basis) giving effect to the completion of the Concurrent Financing.

(3) 5,114,062 Resulting Issuer Shares would be held directly while 50% of the 13,757,986 Resulting Issuer Shares (6,878,993) held by MEDD Medical Imaging Corp. (formerly "Medical Imaging Corp.") ("MIC"), a company Mr. Geisler jointly controls with Robert Landau, would be controlled indirectly.
(4) 5,114,062 Resulting Issuer Shares would be held by directly while 50% of the 13,757,986 Resulting Issuer Shares (6,878,993) held by MIC would be controlled indirectly. Mr. Landau jointly controls MIC with Mitchell Geisler through his holding company, Leveljump Inc.
(5) Ms. Sandra J. Hall will directly hold 0.34% Resulting Issuer Shares on undiluted basis and 0.31% on a fully-diluted basis.

At the Good2Go2 Meeting, the Good2Go2 Shareholders conditionally elected a slate of four individuals to serve as directors of the Resulting Issuer. The election of such persons was contingent on the closing of the Proposed Qualifying Transaction. As a condition to the issuance of the Final Exchange Bulletin, a fifth individual will be added to the board of directors of the Resulting Issuer.

It is anticipated that the Audit Committee will be comprised of four directors as follows: Mitchell Geisler, Sandra J. Hall, Jeffrey J. Stevens and an additional director to be appointed prior to the Final Exchange Bulletin. The latter three directors will be "independent", as such term is defined within the meaning of National Instrument 52-110 Audit Committees. Each proposed member of the Audit Committee is or will be "financially literate", as such term is defined within the meaning of National Instrument 52-110 and possesses education or experience that is relevant for the performance of their responsibilities as Audit Committee members.

The term of office of the directors expires annually at the time of the Resulting Issuer's annual general meeting or when or until their successor is duly appointed or elected. The term of office of the Resulting Issuer's executive officers expires at the discretion of the Resulting Issuer's directors. Two of the directors of the Resulting Issuer will not be independent of the Resulting Issuer within the meaning of National Instrument 58-101. Mitchell Geisler is the proposed Chief Executive Officer and Secretary and Robert Landau is the proposed Chief Financial Officer of the Resulting Issuer. Other than Messrs. Geisler and Landau, who are proposed executive officers of the Resulting Issuer, the remaining proposed directors of the Resulting Issuer are considered to be independent within the meaning of National Instrument 58-101 Disclosure of Corporate Governance Practices.

Shareholdings of Directors and Executive Officers

As at the date of this Filing Statement, after giving effect to the Proposed Qualifying Transaction (including the Concurrent Financing), the proposed directors and executive officers of the Resulting Issuer, as a group, will own, directly or indirectly, or over which control is proposed to be exercised, is approximately 24,125,000 Resulting Issuer Shares, representing approximately 59.77% of the issued and outstanding Resulting Issuer Shares on undiluted basis and 40.20% on fully-diluted basis.

Biographies of Directors and Executive Officers

The following is a brief description of each of the proposed directors and executive officers of the Resulting Issuer.

Mitchell Geisler - Chief Executive Officer, Secretary and Director, Age 49

Mr. Geisler has been the CEO of CTS since 2010 and has overseen its operations and growth from \$850,000 in revenues to \$5.4 million in revenues. Also, since February 2010, Mr. Geisler has been President, CEO and a director of MEDD Medical Imaging Corp., a Canadian development stage company originally based out of Nevada providing comprehensive medical imaging services to patients and client hospitals in the United States and Canada through its diagnostic imaging centers and teleradiology services. Mr. Geisler is a seasoned entrepreneur in multiple sectors including, healthcare, mining and hospitality. He has built companies from the ground up and has extensive experience in operations management and oversight. Implementing policies and procedures, directing marketing and growth strategies, and providing initiatives for long term corporate success.

Mr. Geisler is a graduate of York University where he earned a Bachelor of Art degree in History.

Robert Landau – Chief Financial Officer and Director, Age 49

Mr. Landau has been working as a consultant to CTS since 2009 and became its CFO in 2019. He has advised on its operational growth and accounting matters. Mr. Landau has many years of experience with corporate finance and structuring, corporate accounting and auditing as well as working with start-up companies. Mr. Landau has a great ability to think outside the box to assist in problem solving, securing funding and creating structured corporate vision and focus.

Mr. Landau has a Bachelor of Commerce degree from the University of Toronto specializing in Actuarial Science and Corporate Finance.

Sandra J. Hall – Director, Age 56

Ms. Hall has provided financial, administrative and executive services to several publicly traded companies independently since 1996 ranging from President of an American Stock Exchange listed company to secretary and director of TSX-V Canadian Capital Pool companies. As such, Ms. Hall has extensive practice in corporate secretarial, financial administration, and regulatory and investor communications for public and private companies. Throughout her career, Ms. Hall has held various directorships and executive positions in reporting issuers and has a comprehensive understanding of financial statements, accounting practices, audit committee responsibilities and reporting requirements in Canada and the United States.

Jeffrey J. Stevens – Director, Age 47

Mr. Stevens is the CEO of Psyched Wellness, a Canadian-based health supplement company focused on the distribution of functional mushroom and associated consumer packaged goods. A seasoned capital markets and deal structuring professional, who has taken 4 companies public via reverse takeovers on various Canadian stock exchanges and has advised on numerous M&A opportunities. He has held both senior officer and director roles with public companies in various industries including mining, technology, eSports and medicine.

Promoter Consideration

The Resulting Issuer does not expect to have any promoters other than its directors and officers, nor has the Resulting Issuer or CTS had a promoter other than such persons within the two year immediately preceding the date of this Filing Statement.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, no proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient number of securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, is, or, within 10 years before the date of this Filing Statement, has been, a director, officer or promoter of any person or company that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order that denied the relevant company access to any exemptions under applicable securities legislation that was in effect for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person.

Jeffrey J. Stevens was a director of Goldhills Holding Ltd. (formerly Greatbanks Resources Ltd.) ("Goldhills") between July, 2015 and April, 2017. On December 11, 2015, the British Columbia Securities Commission issued a cease trade order against Goldhills for failure to file audited financial statements and management discussion and analysis for the year ended July 31, 2015. The cease trade order was revoked June 1, 2016.

Penalties or Sanctions

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold a sufficient number of securities of the Resulting Issuer to materially affect control of the Resulting Issuer; is, or, within the last 10 years, has been:

(a) subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) subject to any other penalties or sanctions imposed by a court or regulatory body, including a selfregulatory body, that would be likely to be considered important to a reasonable investor making an investment decision.

No proposed director, officer or promoter of the Resulting Issuer, or any shareholder anticipated to hold sufficient securities of the Resulting Issuer to materially affect the control of the Resulting Issuer, or a personal holding company of any such persons, has, within the last 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.

Conflicts of Interest

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies engaged in mineral exploration, development and mining, technology and finance, adult products and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's-length negotiations but only through exercise by the officers and directors of such judgment as is consistent with their fiduciary duties to the Resulting Issuer which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer. It is expected that all conflicts of interest will be resolved in accordance with the CBCA, the policies of the Exchange and all other applicable securities laws, regulations and policies. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name and Jurisdiction of Reporting Issuer	Exchange or Market	Position	From	To
Mitchell Geisler	Medical Imaging Corp.	OTCBB (until May 2019)	Chief Executive Officer and Director	2008	Present
	Pacific Metals Corp.	OTCBB	Chief Operating Officer and Director	2012	2014
	Pacific Gold Corp.	OTCBB (until May 2019)	Chief Operating Officer, Secretary, Treasurer and Director	2004	2014
	Robert Landau Pacific Gold Corp.	OTCBB (until May 2019)	Director Chief Executive Officer	2004 2005	Present Present
	Pacific Metals Corp.	OTCBB	Chief Executive Officer and Director	2012	2014

Name	Name and Jurisdiction of Reporting Issuer	Exchange or Market	Position	From	To
Jeffrey J. Stevens	Datametrex AI Limited	TSXV	President and Chief Operating Officer	June 2017	April 2020
	New Wave Holdings Corp. (formerly New Wave Esports Corp.)	CSE	Director	October 2019	February 2020
	Graph Blockchain Inc.	CSE	Director	February 2019 January 2020
	FluidOil Limited (formerly Dawson Gold Corporation)	TSXV	Director	January 2016	August 2018
	Goldhills Holding Ltd. (formerly Greatbanks Resources Ltd.)	TSXV	Director	October 2014	April 2017
Sandra J. Hall	Good2Go Corp.	TSXV	Secretary and Director	May 2018	Present
	Grown Rogue International Inc. (formerly Novicius Corp.)	CSE	Secretary	June 2010	November 2018

Compensation Discussion and Analysis

It is expected that following the completion of the Proposed Qualifying Transaction, the Resulting Issuer Board will appoint the Compensation Committee which will be responsible for ensuring that the Resulting Issuer has in place an appropriate plan for executive compensation and for making recommendations to the Resulting Issuer Board with respect to the compensation of the Resulting Issuer's executive officers. It is expected that the Compensation Committee will ensure that total compensation paid to all NEOs is fair and reasonable and is consistent with the Resulting Issuer's compensation philosophy. It is expected that the Resulting Issuer's compensation philosophy will be to foster entrepreneurship at all levels of the organization through, among other things, the granting of stock options, which will be a significant component of executive compensation. This approach is based on the assumption that the performance of the Resulting Issuer Share price over the long term is an important indicator of long term performance.

It is expected that the Resulting Issuer's compensation philosophy will be based on the following fundamental principles:

(a) Compensation programs align with shareholder interests the Resulting Issuer aligns the goals of executives with maximizing long term shareholder value;
(b) Performance sensitive compensation for executive officers should be linked to operating and market performance of the Resulting Issuer and fluctuate with the performance; and
(c) Offer market competitive compensation to attract and retain talent the compensation program should provide market competitive pay in terms of value and structure in order to retain existing employees who are performing according to their objectives and to attract new individuals of the highest caliber.

It is expected that the objectives of the compensation program in compensating all NEOs will be developed based on the above-mentioned compensation philosophy and are expected to be as follows:

to attract and retain highly qualified executive officers;
to align the interests of executive officers with shareholders' interests and with the execution of the Resulting Issuer's business strategy;
to evaluate executive performance on the basis of key measurements that correlate to long-term shareholder value; and
to tie compensation directly to those measurements and rewards based on achieving and exceeding predetermined objectives.

Aggregate compensation for each NEO is expected to be designed to be competitive. It is expected that the Compensation Committee will review from time to time the compensation practices of similarly situated companies when considering the Resulting Issuer's executive compensation policy. Although it is expected that the Compensation Committee will review each element of compensation for market competitiveness, and it may weigh a particular element more heavily based on the NEO's role within the Resulting Issuer, it will be primarily focused on remaining competitive in the market with respect to total compensation.

From time to time, on an ad hoc basis, it is expected that the Compensation Committee will review data related to compensation levels and programs of various companies that are similar in size to the Resulting Issuer and operate within the mining exploration and development industry. It is expected that the Compensation Committee will also rely on the experience of its members as officers and/or directors at other companies in similar lines of business as the Resulting Issuer in assessing compensation levels.

Summary Compensation Table – Proposed Compensation

Upon Completion of the Proposed Qualifying Transaction, the board of directors of the Resulting Issuer will hold a meeting to determine the appropriate compensation of certain officers and members of senior management of the Resulting Issuer. The terms and conditions of any such employment agreements have not yet been determined and will be subject to the prior approval of the Resulting Issuer's board of directors. On completion of the Proposed Qualifying Transaction, it is expected that Mitchell Geisler and Robert Landau will be the only NEOs of the Reporting Issuer. The other NEOs of the Resulting Issuer have not yet been determined as at the date of this Filing Statement.

Aligning the Interests of the NEOs with the Interests of the shareholders of the Resulting Issuer

Transparent, objective and easily verified corporate goals, combined with individual performance goals, is expected to play an important role in creating and maintaining an effective compensation strategy for the NEOs. It is expected that the planned objectives of the Resulting Issuer will be to establish benchmarks and targets for its NEOs which, if achieved, will enhance shareholder value. It is expected that a combination of fixed and variable compensation will be used to motivate executives to achieve overall corporate goals. It is expected that the three basic components of the Resulting Issuer's executive officer compensation program are expected to be: (i) fixed salary; (ii) annual incentives (cash bonus); and (iii) stock and option based compensation.

It is expected that the fixed salary will comprise a portion of the total cash-based compensation; however, annual incentives and option based compensation represent compensation that is "at risk" and thus may or may not be paid to the respective executive officer depending on: (i) whether the executive officer is able to meet or exceed his or her applicable performance targets; and (ii) market performance of the Resulting Issuer Shares. To date, no specific formulae have been developed to assign a specific weighting to each of these components. Instead, the Resulting Issuer Board is expected to consider each performance target and the Resulting Issuer's performance and assigns compensation based on this assessment and the recommendations of the Compensation Committee.

Base Salary

It is expected that the Compensation Committee and the Resulting Issuer Board will approve the salary ranges for the NEOs. The base salary review for each NEO will be based on assessment of factors such as current competitive market conditions, compensation levels within compensation practices of similarly situated companies and particular skills, such as leadership ability and management effectiveness, experience, responsibility and proven or expected performance of the particular individual. It is expected that the Resulting Issuer may consider comparative data for the Resulting Issuer's peer group which would be accumulated from a number of external sources including independent consultants. The Resulting Issuer's policy for determining salary for executive officers is expected to be consistent with the administration of salaries for all other employees.

Annual Incentives

It is expected that the Resulting Issuer, in its discretion, may award annual incentives in order to motivate executives to achieve short-term corporate goals. However, it is expected that the Resulting Issuer, in its discretion, may award such incentives in order to motivate executives to achieve short term corporate goals. It is expected that the Compensation Committee and the Resulting Issuer Board will approve annual incentives. The success of NEOs in achieving their individual objectives and their contribution to the Resulting Issuer in reaching its overall goals are to be factors in the determination of their annual bonus. It is expected that the Compensation Committee will assess each NEO's performance on the basis of his or her respective contribution to the achievement of the predetermined corporate objectives, as well as to needs of the Resulting Issuer that arise on a day to day basis. This assessment is expected to be used by the Compensation Committee in developing its recommendations to the Resulting Issuer Board with respect to the determination of annual bonuses for the NEOs. Where the Compensation Committee cannot unanimously agree, the matter is expected to be referred to the full Resulting Issuer Board for decision. It is expected that the Resulting Issuer Board will rely heavily on the recommendations of the Compensation Committee in granting annual incentives.

Option-Based Awards

The Resulting Issuer intends to grant Resulting Issuer Stock Options to its directors, officers, employees and consultants; however, the details of such grants have not yet been determined and will be subject to the prior approval of the Resulting Issuer's board of directors. Such stock options are expected to be granted under the Resulting Issuer Stock Option Plan in effect upon Completion of the Proposed Qualifying Transaction. For an overview of the Resulting Issuer Stock Option Plan, please see the discussion under the heading "Part II – Information Concerning Good2Go2 – Stock Option Plan".

Compensation of Executives

It is expected that the Resulting Issuer Board will approve targeted amounts of annual incentives for each NEO at the beginning of each financial year. The targeted amounts are expected to be determined by the Compensation Committee based on a number of factors, including comparable compensation of similar companies. Achieving predetermined individual and/or corporate targets and objectives, as well as general performance in day-to-day corporate activities, is expected to trigger the award of a bonus payment to the NEOs. The NEOs are expected to receive a partial or full incentive payment depending on the number of the predetermined targets met and the Compensation Committee's and the Resulting Issuer Board's assessment of overall performance. It is expected that the determination as to whether a target has been met will ultimately be made by the Resulting Issuer Board and the Resulting Issuer Board will reserve the right to make positive or negative adjustments to any bonus payment if they consider them to be appropriate. At or prior to the Effective Time, the Resulting Issuer expects to enter into employment and/or consulting agreements with each of its NEOs, pursuant to which the NEOs will provide management and administrative services to, and be compensated for those services by, the Resulting Issuer, as more particularly described below under the heading "Employment Agreements".

Pension Plan Benefits

During the 12 month period following Completion of the Proposed Qualifying Transactions, it is not expected that the Resulting Issuer will provide for defined benefit plans or defined contribution plans, being plans that provide for payments or benefits at, following, or in connection with retirement, or provide for deferred compensation plans.

Compensation of Directors

The directors of the Resulting Issuer may be paid fees for their services; however, the amounts of such fees will be determined in the discretion of the board of directors of the Resulting Issuer following Completion of the Proposed Qualifying Transaction. The Resulting Issuer also intends to grant Resulting Issuer Stock Options to directors as incentive for the time and effort that such directors will devote to the Resulting Issuer.

Indebtedness of Directors and Officers

No individual who is, or at any time since the beginning of the most recently completed financial year of Good2Go2 or CTS, was, a director or officer of Good2Go2 or CTS, no proposed director or officer of the Resulting Issuer, and no associate of any such director, officer or proposed nominee, is indebted to Good2Go2 or CTS or any of its subsidiaries (other than for "routine indebtedness" as defined by applicable securities legislation) or has any indebtedness that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Good2Go2, CTS or any of its subsidiaries.

Investor Relations Arrangements

There is no written or oral agreement or understanding that has been reached with any person to provide any promotional or investor relations services for the Resulting Issuer.

Options to Purchase Securities

Other than as set out in the table below, as at the date of this Filing Statement, there are no stock options to purchase securities of the Resulting Issuer that will be held upon Completion of the Proposed Qualifying Transaction by:

proposed officers of the Resulting Issuer as a group and proposed directors of the Resulting Issuer who are not also officers as a group;
officers of all subsidiaries of the Resulting Issuer as a group and directors of those subsidiaries who are not also officers of the subsidiary as a group;
other employees of the Resulting Issuer as a group;
consultants of the Resulting Issuer as a group; and
any other person or company, including any agent or underwriter.

The following table sets out information, as of the date of this Filing Statement, of stock options to purchase Resulting Issuer Shares that will be held upon completion of the Proposed Qualifying Transaction to the extent presently known and subject to applicable regulatory approvals:

Class of Optionee	Name of Holder	Type of Security	Number of Resulting Issuer Shares Under Option (1)	Exercise Price	Expiry Date
Current Director	Sandra J. Hall	Stock Option	47,222	\$0.18	February 2025 (1)
Past Directors	James C. Cassina	Stock Option	138,889	\$0.18	February 2025
	James W. Longshore	Stock Option	50,000	\$0.18	February 2025
	William A. Kanters	Stock Option	44,444	\$0.18	February 2025

Notes:

(1) After giving effect to the Consolidation. In accordance with Exchange Policy 2.4, these Resulting Issuer Stock Options will expire on the later of twelve (12) months following the Completion of the Proposed Qualifying Transaction and ninety (90) days after the holder ceases to be a director, officer, employee or consultant of the Resulting Issuer.

Stock Option Plan

Upon Completion of the Proposed Qualifying Transaction, the Resulting Issuer will adopt the Resulting Issuer Stock Option Plan. See "Part II – Information Concerning Good2Go2– Stock Option Plan".

Escrowed Securities

CPC Escrowed Shares

The following table sets out, as of the date of this Filing Statement and to the knowledge of Good2Go2 and CTS, the name and municipality of residence of the holders of the aggregate of approximately 1,777,778 Resulting Issuer Shares (the "CPC Escrowed Shares") on a post-Consolidation basis, which were originally issued prior to or in connection with the CPC initial public offering and will continue to be subject to a CPC Escrow Agreement (Form 2F) (on an undiluted basis). The securities subject to the CPC Escrow Agreement shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin and then 25% every six months thereafter.

		Number Securities After Giving
Name and Municipality of Residence of		Effect to the Proposed	Percentage Giving Effect to
Shareholder	Escrowed Securities (1)	Qualifying Transaction (2)	the Concurrent Financing (2)
James C. Cassina	2,250,000	1,250,000	3.10% (undiluted)
Nassau, Bahamas	Good2Go2 Shares	Resulting Issuer Shares	2.08% (fully-diluted)
Sandra J. Hall	250,000	138,889	0.34% (undiluted)
Oshawa, Ontario	Good2Go2 Shares	Resulting Issuer Shares	0.31% (fully-diluted)
Wayne Egan Professional Corp.	200,000	111,111	0.28% (undiluted)
Toronto, Ontario	Good2Go2 Shares	Resulting Issuer Shares	0.19% (fully-diluted)
James W. Longshore	300,000	166,667	0.41% (undiluted)
Nassau, Bahamas	Good2Go2 Shares	Resulting Issuer Shares	0.28% (fully-diluted)
William A. Kanters	200,000	111,111	0.28% (undiluted)
Calgary, Alberta	Good2Go2 Shares	Resulting Issuer Shares	0.19% (fully-diluted)
	3,200,000	1,777,778	4.40%% (undiluted)
Total	Good2Go2 Shares	Resulting Issuer Shares	3.04% (fully-diluted)

Notes:

(1) The escrow agent of Escrowed Securities is TSX Trust Company and will continue to be for the Resulting Issuer Shares.
(2) Assuming completion of the Consolidation on a 1:1.8 basis and on an undiluted basis. Upon completion of the Proposed Qualifying Transaction and completion of the Concurrent Financing, it is expected that there will be approximately 40,364,440 Resulting Issuer Shares (on an undiluted basis) issued and outstanding and 60,015,984 Resulting Issuer Shares (on a fully-diluted basis) giving effect to the completion of the Concurrent Financing.

QT Escrowed Securities

The following table sets out, as of the date of this Filing Statement and to the knowledge of Good2Go2 and CTS, the name and municipality of residence of the holders whose Resulting Issuer Shares (the "QT Escrowed Securities") will be subject to an Exchange Form 5D – Escrow Agreement (on an undiluted basis):

		Prior to Giving Effect to the Transaction		After Giving Effect to the Transaction and Completion of Concurrent Financing
		Number of		Number of
Name and Municipality of Residence of Securityholder	Designation of Class	securities held in Escrow	Percentage of Class	securities subject to Escrow	Percentage of Class
Mitchell Geisler	Common	-	-	5,114,062	12.67%
Toronto, Ontario
Robert Landau	Common	-	-	5,114,062	12.67%
Toronto, Ontario
MEDD Medical Imaging Corp.	Common	-	-	13,757,986	34.08%
Toronto, Ontario	Warrants			1,111,111(2)
Flow Capital Corp.	Common	-	-	4,400,000(2)	10.90%
Toronto, Ontario
TOTAL				28,386,111(3)	70.32%

Notes:

(1) TSX Trust Company is the escrow agent (the "Escrow Agent").

(2) Based on completion of the Concurrent Financing, 4,400,000 Resulting Issuer Shares in aggregate would be held by Flow Capital and Flow Capital will transfer 1,111,111 Resulting Issuer Warrants to MIC pursuant to the Royalty Buy-Out, which will be completed prior to the listing of the Resulting Issuer.
(3) 28,386,111 Resulting Issuer Shares would be subject to escrow and release on schedule B1. Assuming the 1,111,111 Resulting Issuer Warrants are exercised by MIC, 29,497,222 Resulting Issuer Shares would be subject to escrow and release on schedule B1.

Given the Concurrent Financing has raised gross cash proceeds of \$3,915,230 in aggregate, the QT Escrowed Securities will be held in escrow by the Escrow Agent pursuant to a Tier 1 Value Escrow Agreement (as defined in the policies of the Exchange). The QT Escrowed Securities shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin and then 25% every six months thereafter.

The Exchange's prior consent must be obtained before a transfer within escrow of escrowed Resulting Issuer Shares. Generally, the Exchange will only permit a transfer within escrow to be made to incoming Principals of the Resulting Issuer.

The Value Security Escrow Agreement provides, inter alia, that all voting rights attached to the QT Escrowed Securities shall be exercised by the registered holder of such securities.

Shares Subject to a Lock-Up Arrangement

Pursuant to the terms of the Agency Agreement, in addition to the QT Escrow, Resulting Issuer Shares held by all directors, officers, insiders of the Resulting Issuer along with shareholders of the Resulting Issuer holding over 5% of the pro-forma ownership of the Resulting Issuer, other than Flow Capital (the "Lock-Up Parties") will be subject to a further escrow agreement pursuant to which the Lock-Up Parties agree that, for a period of (a) 6 months with respect to 50% of the securities held by the Lock-Up Parties and (b) 12 months with respect to the balance of securities held by the Lock-Up Parties, they will not sell, assign, transfer or otherwise deal with their Resulting Issuer Shares without the prior consent of the Agent. The number of Resulting Issuer Shares subject to this arrangement is 24,124,999.

Auditor, Transfer Agent and Registrar

The auditor of the Resulting Issuer is expected to be Clearhouse LLP, at its offices located at Suite 527 - 2560 Matheson Blvd. E., Mississauga, Ontario, L4W 4Y9.

The registrar and transfer agent of the Resulting Issuer will be TSX Trust Company, the current registrar and transfer agent of Good2Go2, at its offices located at Suite 300, 100 Adelaide Street West Toronto, Ontario, M5H 1S3.

PART V – GENERAL MATTERS

Sponsorship

The Exchange has advised Good2Go2 that it qualifies for an exemption from the sponsorship requirements of the Exchange in connection with the Proposed Qualifying Transaction and that a sponsorship waiver has been granted.

Experts

Reports and Opinions

The following professional persons have prepared reports or provided opinions that are either included in or referred to in this Filing Statement:

MNP LLP, Chartered Professional Accountants, have provided an auditors' report on the financial statements of Good2Go2 for the financial period from the date of incorporation (March 21, 2019) to August 31, 2019, a copy of which is attached hereto as part of Schedule "A".
Clearhouse LLP, Chartered Professional Accountants, have provided an auditors' reports on the financial statements of CTS for the financial years ended December 31, 2019 and December 31, 2018, copies of which is attached hereto as part of Schedule "C".

Interest of Experts

Except as disclosed herein, no person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Filing Statement or as having prepared or certified a report or valuation described or included in this Filing Statement holds more than 1% beneficial interest, direct or indirect, in any property of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Resulting Issuer or of an associate or affiliate of the Resulting Issuer and no such person is a promoter of the Resulting Issuer or an associate or affiliate of Good2Go2 or the Resulting Issuer.

MNP LLP has informed Good2Go2 and CTS that it is independent with respect to the Resulting Issuer within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Clearhouse LLP has informed Good2Go2 and CTS that it is independent with respect to the Resulting Issuer within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario.

Other Material Facts

There are no material facts about Good2Go2, CTS, the Resulting Issuer or the Proposed Qualifying Transaction that are not disclosed under the preceding items and are necessary in order for the Filing Statement to contain full, true and plain disclosure of all material facts relating to Good2Go2, CTS and the Resulting Issuer, assuming Completion of the Proposed Qualifying Transaction.

Board Approval

This Filing Statement has been approved by the board of directors of each of Good2Go2 and CTS. Where information contained in this Filing Statement rests particularly with the knowledge of a Person other than Good2Go2 and CTS, each has relied upon information furnished by such Person.

Financial Statement Requirements

Financial statements for each of Good2Go2, CTS and the Resulting Issuer may be found attached hereto at Schedules "A" through "D", respectively.

CERTIFICATE OF GOOD2GO2 CORP.

Dated: November 26, 2020

The foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities of Good2Go2 Corp. assuming Completion of the Proposed Qualifying Transaction.

(signed) "James C. Cassina" Name: James C. Cassina Title: Chief Executive Officer and Chief Financial Officer

On behalf of the board of directors of Good2Go2 Corp.

Title: Director Title: Director

(signed) "Sandra J. Hall" (signed) "James W. Longshore"

Name: Sandra J. Hall Name: James W. Longshore

CERTIFICATE OF CANADIAN TELERADIOLOGY SERVICES, INC.

Dated: November 26, 2020

The foregoing, as it relates to Canadian Teleradiology Services, Inc., constitutes full, true and plain disclosure of all material facts relating to the securities of Canadian Teleradiology Services, Inc.

(signed) "Mitchell Geisler" (signed) "Robert Landau" Name: Mitchell Geisler Name: Robert Landau

Title: Chief Executive Officer Title: Chief Financial Officer

On behalf of the board of directors of Canadian Teleradiology Services, Inc.

(signed) "Mitchell Geisler"		(signed) "Robert Landau"
Name:	Mitchell Geisler	Name:	Robert Landau
Title:	Director	Title:	Director

ACKNOWLEDGEMENT – PERSONAL INFORMATION

"Personal Information" means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement/information circular that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40, and 41of TSXV Form 3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B) pursuant to Exchange Form 3B2; and
(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B or as otherwise identified by the Exchange, from time to time.

Dated: November 26, 2020

(signed) "James C. Cassina"

James C. Cassina Chief Executive Officer

SCHEDULE "A" ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDING AUGUST 31, 2019 OF GOOD2GO2 CORP.

(A Capital Pool Corporation)

Financial Statements

For the Period from the Date of Incorporation March 21, 2019 to August 31, 2019

(Expressed in Canadian Dollars)

Independent Auditor's Report

To the Directors of Good2Go2 Corp.:

Opinion

We have audited the financial statements of Good2Go2 Corp. (the "Company"), which comprise the statement of financial position as at August 31, 2019 and the statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the period from March 21, 2019 (date of incorporation) to August 31, 2019, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2019, and its financial performance and its cash flows for the period from March 21, 2019 to August 31, 2019, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

x Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
x Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
x Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

x Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
x Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Toronto, Ontario Chartered Professional Accountants November 13, 2019 Licensed Public Accountants

Statement of Financial Position

	As at
		August 31, 2019
Assets
Current assets
Cash held in trust	\$	124,091
Deferred offering costs		12,500
Total current assets		136,591
Total Assets	\$	136,591
Liabilities and Shareholders' Equity Current liabilities Accrued liabilities Total current liabilities	\$	31,190 31,190
Shareholders' equity
Share capital (Note 4)		150,000
Deficit		(44,599)
Total shareholders' equity		105,401
Total Liabilities and Shareholders' Equity	\$	136,591

Subsequent Events (Note 6)

The accompanying notes are an integral part of these financial statements

Approved by the Board of Directors

(signed) "James Cassina" (signed) "Sandra Hall"

James Cassina, Director Sandra Hall, Director

Statement of Loss and Comprehensive Loss For the period from the Date of Incorporation (March 21, 2019) to August 31, 2019

Weighted Average shares outstanding, basic and diluted	-
Net loss per share, basic and diluted	\$ -
Net loss and other comprehensive loss	\$ 44,599
Filing fees	8,193
Exchange fees	12,906
Professional fees	\$ 23,500
Expenses

Statement of Changes in Shareholders' Equity

For the period from the Date of Incorporation (March 21, 2019) to August 31, 2019

	SHARE CAPITAL Number of Common Shares	SHARE CAPITAL Common Shares \$	DEFICIT \$	TOTAL SHAREHOLDERS' EQUITY \$
Balance, March 21, 2019	-	-	-	-
Share subscriptions (Note 4)	3,000,000	150,000	-	150,000
Net loss for the period	-	-	(44,599)	(44,599)
Balance, August 31, 2019	3,000,000	150,000	(44,599)	105,401

Statement of Cash Flows

For the period from the Date of Incorporation (March 21, 2019) to August 31, 2019

Cash (used in) provided by Operating activities
Net loss for the period	\$ (44,599)
Working capital adjustment:
Change in deferred offering costs	(12,500)
Change in accounts payable	31,190
Net cash used in operating activities	(25,909)
Financing activities
Share subscriptions (Note 4)	150,000
Net cash provided by financing activities	150,000
Increase in cash for the period	124,091
Cash, beginning of period	-
Cash, end of period	\$ 124,091

1. Incorporation and Nature of Operations

Good2Go2 Corp. was incorporated under the Canada Business Corporations Act on March 21, 2019 and registered in the Province of Ontario on March 21, 2019 ("Good2Go2" or the "Company"). The Company is in the process for applying for status as a Capital Pool corporation, as defined in the Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced operations and has no assets other than cash held in trust. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm's length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or \$210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before two years from the date the Company receives regulatory approval.

The Company's head office and registered office is located at 1 King Street West, Suite 1505, Toronto, Ontario, M5H 1A1.

2. Basis of Preparation

Statement of Compliance

These Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretation Committee ("IFRIC"). The policies applied in these Financial Statements are based on IFRS issued and outstanding as of January 1, 2019.

On November 13, 2019, the Board of Directors of the Company approved the Financial Statements for the period from incorporation (March 21, 2019) to August 31, 2019.

Basis of Measurement

The Financial Statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value.

Functional and Presentation Currency

The functional and presentation currency of the Company is Canadian dollars.

3. Summary of Significant Accounting Policies

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

3. Summary of Significant Accounting Policies (cont'd)

Classification

Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications: The Company has classified its financial instruments as follows:

Financial Instrument	Classification
Cash held in trust	Loans and receivables
Accrued liabilities	Other liabilities

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Offering Costs

Offering costs relate to expenditures incurred in connection with the Company's share offerings and are charged against share capital.

3. Summary of Significant Accounting Policies (cont'd)

Loss Per Share

Basic loss per common share is determined by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period, excluding shares in escrow.

Diluted loss per common share is calculated in accordance with the treasury stock method and is based on the weighted average number of common shares and dilutive common share equivalents outstanding. 3,000,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied (Note 4).

Income Taxes

Current income tax assets and liabilities for the current periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the end of the reporting period. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set off the amounts, and the intention is to settle on a net basis, or to realize the asset and settle the liability simultaneously. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of comprehensive loss.

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences and deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses. The Company creates a valuation allowance to the extent that it considers deductible temporary differences, the carry forward of unused tax credits and unused tax losses cannot be utilized.

Measurement Uncertainty

The preparation of financial statements, in conformity with IFRS accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates used in the financial statements.

4. Share Capital

Authorized: Unlimited common shares

Issued:

The following table sets out the changes in common shares during the period.

	Number of Common Shares	Amount \$
Balance, March 21, 2019	-	-
Share subscriptions	3,000,000	150,000
Balance, August 31, 2019	3,000,000	150,000

Escrowed Shares

During the period, the Company issued 3,000,000 common shares at \$0.05 per share for total proceeds of \$150,000.

The 3,000,000 common shares issued at \$0.05 per share, will be held in escrow pursuant to the requirements of the Exchange. All common shares granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

4. Share Capital (cont'd)

Escrowed Shares (cont'd)

All common shares of the Company acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Company held by principals of the resulting issuer will also be subject to escrow.

Options

Options may be granted for a maximum term of five years from the date of the grant. They are non-transferable and are exercisable as determined by the Directors when the option is granted. Options expire within 12 months after completion of a qualifying transaction or within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option.

Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

The stock option plan is subject to regulatory approval.

No options have been granted or are outstanding as at August 31, 2019.

5. Financial Risk Management Objectives and Policies

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes equity, comprised of share capital and deficit, in the definition of capital.

The Company's primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or \$210,000 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under the Exchange policy 2.4.

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash held in trust and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

6. Subsequent Events

Filing of prospectus and Initial Public Offering

The Company intends to file a final prospectus to offer to sell and issue a minimum of 2,250,000 common shares at \$0.10 per share (\$225,000) (the "Offering").

The Company has entered into a letter of intent with Haywood Securities Inc. (the "Agent") to raise gross proceeds of a minimum of \$225,000, in connection with the Company's Initial Public Offering (the "IPO"). The Company will pay a commission of 10% of gross proceeds to the Agent and will grant the Agent an option to acquire 10% of the common shares issued in the offering, being 225,000 common shares, exercisable for a period ending twenty-four months from the closing date at an exercise price of \$0.10. The Company is also required to pay a corporate finance fee of \$12,500 upon closing of the offering. The Company will also reimburse the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Subsequent to August 31, 2019, the board of directors of the Company appointed an additional director and issued 200,000 common shares at \$0.05 per share for proceeds of \$10,000. The 200,000 common shares will be held in escrow pursuant to the requirements of the Exchange.

The Company intends to enter into stock option agreements at the closing of the IPO, granting stock options to officers and directors to collectively acquire up to 10% of the issued common shares outstanding or a maximum of 505,000 common shares of the Company at an exercise price of \$0.10 per share and expiring five years from the date of issue.

SCHEDULE "B" UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE NINE-MONTH PERIOD ENDED MAY 31, 2020 AND MD&A OF GOOD2GO2 CORP.

(A Capital Pool Corporation)

Unaudited Condensed Interim Financial Statements

For the Three and Nine Months Ended

May 31, 2020

(Expressed in Canadian Dollars)

Statements of Financial Position

Unaudited Condensed Interim Statements of Financial Position

	As at		As at
		May 31, 2020		August 31, 2019
Assets
Current assets
Cash held in trust	\$	245,986	\$	124,091
Deferred offering costs		361		12,500
Total current assets		246,347		136,591
Total Assets	\$	246,347	\$	136,591
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities	\$	2,188	\$	31,190
Total current liabilities		2,188		31,190
Shareholders' equity
Common shares (Note 4 a)		321,149		150,000
Common share purchase warrants (Note 4 b)		11,871		-
Common share purchase options (Note 4 c)		37,641		-
Deficit		(126,502)		(44,599)
Total shareholders' equity		244,159		105,401
Total Liabilities and Shareholders' Equity	\$	246,347	\$	136,591

Subsequent Event (Note 6)

The accompanying notes are an integral part of these financial statements

Approved by the Board of Directors

(signed) "James Cassina" (signed) "Sandra Hall" James Cassina, Director Sandra Hall, Director

Unaudited Condensed Interim Statements of Loss and Comprehensive Loss

	Three Months Ended May 31, 2020	Nine Months Ended May 31, 2020	For the period from the Date of Incorporation (March 21, 2019) to May 31, 2019
Expenses
Professional fees	\$ -	\$ 23,708	\$ 6,500
Filing fees	12	9,061	8,193
Stock based compensation (Note 4 c)	-	37,641	-
Stock exchange fees	1,311	10,013	8,475
Transfer agent fees	973	1,480	-
Net loss and comprehensive loss	\$ 2,296	\$ 81,903	\$ 23,168
Net loss per share, basic and diluted	\$ 0.00	\$ 0.09	\$ 0.00
Weighted Average shares outstanding, basic and diluted	2,250,000	886,861	-

Unaudited Condensed Interim Statement of Changes in Shareholders' Equity

	SHARE CAPITAL Number of Common Shares	SHARE CAPITAL Common shares \$	COMMON SHARE PURCHASE WARRANTS \$	COMMON SHARE PURCHASE OPTIONS \$	DEFICIT \$	TOTAL SHAREHOLDERS' EQUITY \$
Balance, March 21, 2019	-	-	-	-	-	-
Share subscriptions (Note 4 a)	3,000,000	150,000	-	-	-	150,000
Net loss for the period	-	-	-	-	(23,168)	(23,168)
Balance, May 31, 2019	3,000,000	150,000	-	-	(23,168)	126,832
Net loss for the period	-	-	-	-	(21,431)	(21,431)
Balance, August 31, 2019	3,000,000	150,000	-	-	(44,599)	105,401
Share subscription (Note 4 a)	200,000	10,000	-	-	-	10,000
Initial public offering (Note 4 a)	2,250,000	225,000	-	-	-	225,000
Fair value of agent warrants (Note 4 b)	-	(11,871)	11,871	-	-	-
Offering costs	-	(51,980)	-	-	-	(51,980)
Stock based compensation (Note 4 c)	-	-	-	37,641	-	37,641
Net loss for the period	-	-	-	-	(81,903)	(81,903)
Balance, May 31, 2020	5,450,000	321,149	11,871	37,641	(126,502)	244,159

Unaudited Condensed Interim Statement of Cash Flows

	Nine Months Ended May 31, 2020	For the period from the Date of Incorporation (March 21, 2019) to May 31, 2019
Cash (used in) provided by
Operating activities
Net loss for the period	\$ (81,903) \$	(23,168)
Item not involving cash: Stock based compensation Working capital adjustments:	37,641	-
Decrease (increase) in deferred offering costs	12,139	(12,500)
(Decrease) increase in accounts payable	(29,002)	14,190
Net cash used in operating activities	(61,125)	(21,478)
Financing activities
Share subscription (Note 4 a)	10,000	150,000
Initial public offering (Note 4 a)	225,000	-
Offering costs	(51,980)	-
Net cash provided by financing activities	183,020	150,000
Increase in cash for the period	121,895	128,522
Cash, beginning of period	124,091	-
Cash, end of period	\$ 245,986 \$	128,522

1. INCORPORATION AND NATURE OF OPERATIONS

Good2Go2 Corp. was incorporated under the Canada Business Corporations Act on March 21, 2019 and registered in the Province of Ontario on March 21, 2019 ("Good2Go2" or the "Company"). As the Company was incorporated on March 21, 2019, the comparative figures presented herein are for the period from the date of incorporation March 21, 2019 to May 31, 2019. The Company is classified as a Capital Pool Corporation, as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced operations and has no assets other than cash held in trust and deferred offering costs. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm's length transaction, of the majority of the minority shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds realized by the Company, in respect of the sale of its securities, or \$210,000, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. The Company is required to complete its QT on or before two years from the date the Company receives regulatory approval.

2. BASIS OF PREPARATION

Statement of Compliance

These unaudited interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretation Committee ("IFRIC"). These unaudited interim condensed financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB and interpretations issued by IFRIC. On July 6, 2020, the Board of Directors of the Company approved the unaudited interim condensed financial statements for the three and nine month period ended May 31, 2020.

Basis of Measurement

The Financial Statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value.

Functional and Presentation Currency

The functional and presentation currency of the Company is Canadian dollars.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Share Capital

Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the net loss applicable to common shares by the weighted average number of common shares outstanding for the relevant period, excluding shares held in escrow.

Good2Go2 Corp. Notes to the Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended May 31, 2020

Diluted loss per share is calculated by dividing the net loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding if potentially dilutive instruments were converted. 3,200,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied (Note 4 a).

Offering Costs

Offering costs relate to expenditures incurred in connection with the Company's share offerings and are charged against share capital.

Share-based Compensation

Equity-settled share based payments for directors, officers, employees, and consultants are measured at fair value at the date of grant and recorded as compensation expense in the financial statements. Share options are measured at the fair value of each tranche on the grant date and are recognized in their respective vesting period using the Company's expected forfeiture rate. Any consideration paid by directors, officers, employees and consultants on exercise of equity-settled share based payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based instruments.

Financial Instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive loss or through profit or loss), and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive loss.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:

Cash held in trust is classified as fair value through profit and loss ("FVTPL")and any period change in fair value is recorded in profit or loss. Accounts payable and accrued liabilities are classified as other financial liabilities and measured at amortized cost using the effective interest rate method.

Measurement

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive loss (irrevocable election at the time of recognition).

Good2Go2 Corp. Notes to the Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended May 31, 2020

Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.

Cash held in trust is a level 1 financial instrument measured at fair value on the statements of financial position.

Income Taxes

Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.

Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled. The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustments relate.

Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the assets to be recovered.

Measurement Uncertainty

New Accounting Standards issued

IFRS 16, Leases ("IFRS 16"). Issued in January 2016, IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 applies to annual reporting periods beginning on or after January 1, 2019. As at May 31, 2020, the Company did not have any lease obligations.

Notes to the Unaudited Condensed Interim Financial Statements For the Three and Nine Months Ended May 31, 2020

4. SHARE CAPITAL

a) Common Shares

Authorized:

Unlimited common shares

Issued:

The following table sets out the changes in common shares during the period.

	Number of Common Shares	Amount \$
Balance, March 21, 2019	-	-
Share subscriptions (1)	3,000,000	150,000
Balance, May 31, 2019 and August 31, 2019	3,000,000	150,000
Share subscription (1)	200,000	10,000
Initial public offering (2)	2,250,000	225,000
Fair value of agent warrants (2)	-	(11,871)
Offering costs (2)	-	(51,980)
Balance, May 31, 2020	5,450,000	321,149

1) Escrowed Shares

The Company issued a total of 3,200,000 common shares at \$0.05 per share for total proceeds of \$160,000. The 3,200,000 common shares issued at \$0.05 per share, will be held in escrow pursuant to the requirements of the Exchange. All common shares granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.

2) Initial Public Offering

On February 13, 2020, the Company completed its initial public offering (the "Offering") of 2,250,000 common shares at a purchase price of \$0.10 per common share for gross proceeds of \$225,000. During the period ended May 31, 2020, the Company incurred costs of \$51,980 directly related to the Offering.

Haywood Securities Inc., (the "Agent") acted as the agent for the initial public offering. In connection with the Offering, the Company granted to the Agent, common share purchase warrants to acquire 225,000 common shares (the "Warrants"). Each Warrant is exercisable to acquire one common share at a price of \$0.10 until February 12, 2022. The estimated fair value attributed to the Warrants was \$11,871. In connection with the Offering, the Agent was paid a cash commission equal to 10% of the aggregate gross proceeds from the sale of the common shares. The Company also paid a corporate finance fee of \$12,500 to the Agent and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

	Three Months Ended May 31, 2020	Nine Months Ended May 31, 2020	From the date of Incorporation March 31, 2019 to May 31, 2019
Weighted Average	Shares
Outstanding, basic and diluted	2,250,000	886,861	-

As at May 31, 2020, 3,200,000 common shares were excluded from the calculation as they were contingently issuable and all conditions necessary for their issuance have not been satisfied. At May 31, 2020, there were 225,000 Warrants and 505,000 Options that could be exercised, however they are anti-dilutive.

The effects of any potential dilutive instruments on loss per share are anti-dilutive and therefore have been excluded from the calculation of diluted loss per share.

b) Common Share Purchase Warrants

The following table sets out the changes in warrants for the periods set out:

Warrants	Number of Warrants	Weighted Average Price \$
Outstanding, March 21, 2019, May 31, 2019 and August 31, 2019	-	-
Warrants issued	225,000	0.10
Balance, May 31, 2020	225,000	\$0.10

In connection with the Offering, the Company granted to the Agent warrants to acquire 225,000 common shares (the "Warrants"). Each Warrant is exercisable to acquire one common share at a price of \$0.10 until February 12, 2022. The fair value of the Warrants were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 1.51%, expected volatility 100% and expected life of 2 years. The fair value attributed to the 225,000 Warrants was \$11,871.

The following table summarizes the outstanding warrants as at May 31, 2020:

Number of	Exercise	Expiry	Weighted Average	Warrant
Warrants	Price	Date	Remaining Life (Years)	Value (\$)
225,000	\$0.10	February 12, 2022	1.70	11,871

c) Common Share Purchase Options

The Company has a stock option plan to provide incentives for directors, officers, employees and consultants of the Company. Options may be granted for a maximum term of five years from the date of the grant. They are nontransferable and are exercisable as determined by the Directors when the option is granted. Options expire within 12 months after completion of a qualifying transaction or within 90 days of termination of employment or holding office as director or officer of the Company and, in the case of death, expire within a maximum period of one year after such death, subject to the expiry date of the option. The stock option plan is subject to regulatory approval. Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

Upon closing of the Offering, the Company granted 505,000 common share purchase options to directors and officers. Each common share purchase option entitles the holder to acquire one common share of the Company at an exercise price of \$0.10 until February 12, 2025 (the "Options"). The fair value of the Options were estimated on the date of the issue using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 1.39%, expected volatility 100%, forfeiture rate 0% and expected life of 5 years. The Company recorded the estimated fair value of the Options of \$37,641 as non-cash stock-based compensation expense.

The following table is a summary of the status of the Company's stock options and changes during the periods set out:

	Number of Options	Weighted Average Exercise Price \$
Balance, March 21, 2019, May 31, 2019 and August 31, 2019	-	-
Granted	505,000	0.10
Balance, May 31, 2020	505,000	0.10

The following table is a summary of the Company's stock options outstanding and exercisable as at May 31, 2020:

Options Outstanding Weighted Average					Options Exercisable Weighted Average
Exercise Price	Number of Options	Remaining Life (Years)	Expiry Date	Number of Options	Exercise Price \$
\$0.10	505,000	4.71	February 12, 2025	505,000	0.10

Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

The stock option plan is subject to regulatory approval.

5. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes shareholders' equity, comprised of share capital and deficit, in the definition of capital.

Risk Disclosures and Fair Values

Covid-19

In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it will be reliant on additional financing to fund ongoing operations and future acquisitions. An extended disruption may affect the Company's ability to obtain additional financing. The impact on the economy and the Company is not yet determinable; however, the Company's financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of liquidity or going concern uncertainty.

6. SUBSEQUENT EVENT

On June 29, 2020, the Company announced that it has entered into a letter of intent (the "LOI") effective June 24, 2020 as amended July 3, 2020, to complete a qualifying transaction (the "Acquisition") pursuant to which the Company will, directly or indirectly, acquire all of the issued and outstanding securities of Canadian Teleradiology Services, Inc. ("CTS"), an arm's length Canadian company whose principal business activity is providing teleradiology services (remote radiology) to smaller urban and rural hospitals, using licensed IT platforms and hosted servers.

For the purposes of the Acquisition, it is intended that the shareholders of CTS will receive 27,275,000 common shares (on a post-consolidated basis) of the Company (the "G2G2 Shares"), in exchange for 100% of their common shares of CTS (the "CTS Shares") at an exchange ratio to be determined, assuming completion of the Consolidation of the G2G2 Shares, and other securities of the Company, on the basis of one new share for every two old shares upon completion of the Acquisition (the "Consolidation");

In connection with the Acquisition, CTS intends to complete a brokered private placement financing of subscription receipts (the "Subscription Receipts") for aggregate gross proceeds of at least CAD\$4,000,000 (the "Financing"). Mackie Research Capital will act as the agent in connection with the Financing to offer the Subscription Receipts for sale, on a commercially reasonable efforts and agency basis. It is expected that the proceeds of the Financing will be used for general corporate purposes.

Pursuant to the LOI, the Acquisition is subject to the parties successfully entering into a definitive business combination agreement in respect of the Acquisition, and a number of other conditions, including but not limited to: completion of customary due diligence, receipt of all necessary regulatory, corporate and third-party approvals, exchange approval, compliance with all applicable regulatory requirements, and all requisite board and shareholder approvals being obtained.

(A Capital Pool Corporation)

Management's Discussion and Analysis

For the Three and Nine Months Ended May 31, 2020

(Expressed in Canadian Dollars)

1 King Street West, Suite 1505, Toronto, ON, Canada Telephone: 416 364 4039, Facsimile: 416 364-8244

OVERVIEW

Good2Go2 Corp. was incorporated under the Canada Business Corporations Act on March 21, 2019 and registered in the Province of Ontario on March 21, 2019 ("Good2Go2" or the "Company"). The Company is classified as a Capital Pool Corporation, as defined in Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"). The Company has not commenced operations and has no assets other than cash held in trust. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non- arm's length transaction, of the majority of the minority shareholders.

The Company's head office and registered office is located at 1 King Street West, Suite 1505, Toronto, Ontario, M5H 1A1. The Company's common shares trade on the TSX Venture Exchange under the symbol GOAL.P. The Company's public filings can be accessed and viewed via the System for Electronic Data Analysis and Retrieval ("SEDAR") at www.sedar.com.

The following Management's Discussion and Analysis of Good2Go2 should be read in conjunction with the Company's Unaudited Condensed Interim Financial Statements for the three and nine months ended May 31, 2020 and notes thereto. This Management's Discussion and Analysis is dated July 6, 2020 and has been approved by the Board of Directors of the Company.

The Company's Unaudited Condensed Interim Financial Statements for the three and nine months ended May 31, 2020, were prepared using the same accounting policies and methods of computation as those described in our Financial Statements for the period from the date of incorporation (March 21, 2019) to August 31, 2019. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending August 31, 2020, could result in restatement of the Unaudited Condensed Interim Financial Statements. The Unaudited Condensed Interim Financial Statements should be read in conjunction with the Financial Statements for the period from the date of incorporation (March 21, 2019) to August 31, 2019. All amounts herein are presented in Canadian dollars, unless otherwise noted.

The Unaudited Condensed Interim Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations issued by the IFRS Interpretations Committee ("IFRIC"). The Unaudited Interim Condensed Consolidated Financial Statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB and interpretations issued by IFRIC.

FORWARD LOOKING STATEMENTS

Certain statements contained in this MD&A may constitute forward-looking information and forward-looking statements as such terms are defined under Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties, many of which are beyond the Company's control, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. Forward-looking statements contained in this MD&A speak only as of the date of this MD&A, or such other date as may be specified herein, and are expressly qualified, in their entirety, by this cautionary statement. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

OVERALL PERFORMANCE

For the nine months ended May 31, 2020, the Company recorded a net loss and comprehensive loss of \$81,903 and a net loss per share of \$0.09. For the three months ended May 31, 2020, the Company record a net loss of \$2,296 and a net loss per share of Nil.

During the nine months ended May 31, 2020, the Company completed its initial public offering (the "Offering") of 2,250,000 common shares at a purchase price of \$0.10 per common share for gross proceeds of \$225,000 and commenced trading on the TSX Venture Exchange under the symbol GOAL.P. During the nine months ended May 31, 2020, the Company incurred costs of \$51,980 directly related to the Offering.

Haywood Securities Inc., (the "Agent") acted as the agent for the initial public offering. In connection with the Offering, the Company granted to the Agent, common share purchase warrants to acquire 225,000 common shares (the "Warrants"). Each Warrant is exercisable to acquire one common share at a price of \$0.10 until February 12, 2022. In connection with the Offering, the Agent was paid a cash commission equal to 10% of the aggregate gross proceeds from the sale of the common shares. The Company also paid a corporate finance fee of \$12,500 to the Agent and reimbursed the Agent for legal fees and other reasonable expenses incurred pursuant to the Offering.

RISK AND UNCERTAINTIES

The following describes certain risks, events and uncertainties that could affect the Company and that each reader should carefully consider. Please refer to the Company's final prospectus dated November 13, 2019, for additional risks, events and uncertainties that could affect the Company.

External financing may be required to fund the Company's activities primarily through the issuance of common shares. There can be no assurance that the Company will be able to obtain adequate financing. The securities of the Company should be considered a highly speculative investment.

The Company has not generated significant revenues and does not expect to generate significant revenues in the near future. In the event that the Company generates significant revenues in the future, the Company intends to retain its earnings in order to finance further growth. Furthermore, the Company has not paid any dividends in the past and does not expect to pay any dividends in the foreseeable future.

Capital Management

Risk Disclosures and Fair Values

Covid-19

SUMMARY OF QUARTERLY RESULTS

The following table reflect the summary of quarterly results for the period set out.

For the quarter ending	May31, 2020	February 29, 2020	November 30, 2019
Total assets	246,347	248,828	138,596
Total revenue	-	-	-
Total expenses	2,296	68,902	10,705
Net loss	2,296	68,902	10,705
Basic and diluted loss per share	(0.00)	(0.17)	(0.00)

For the three month period ended May 31, 2020, the Company recorded a net loss of \$2,296 which included stock exchange fees of \$1,311, transfer agent fees of \$973 and filing fees of \$12.

For the three month period ended February 29, 2020, the Company recorded a net loss of \$68,902 and a net loss per share of \$0.17. During the three month period ended February 29, 2020, the Company incurred share based compensation of \$37,641, professional fees of \$21,535, stock exchange fees of \$8,702 filing fees of \$517 and transfer agent fees of \$507.

For the three month period ended November 30, 2019, the Company incurred a net loss of \$10,705 and a net loss per share of \$0.00. For the three months ended November 30, 2019, the Company recorded professional fees in the amount of \$2,173 and filing fees of \$8,532.

For the quarter ending	August 31, 2019	For the period from the date of incorporation March 19, 2019 to May 31, 2019
Total assets	136,591	128,522
Total revenue	-	-
Total expenses	21,431	23,168
Net loss	21,431	23,168
Basic and diluted loss per share	(0.00)	(0.00)

For the three months ended August 31, 2019, the Company recorded a net loss of \$21,431 which included professional fees of \$17,000 and stock exchange fees of \$4,431.

During the period ended May 31, 2019, the Company incurred a net loss of \$23,168 including professional fees of \$6,500, stock exchange fees of \$8,475 and filing fees of \$8,193.

RESULTS OF OPERATIONS

For the three month period ended May 31, 2020, the Company recorded a net loss of \$2,296 and a net loss per share of \$0.00. During the three month period ended May 31, 2020, the Company recorded stock exchange fees of \$1,311, transfer agent fees of \$973 and filing fees of \$12.

For the nine month period ended May 31, 2020, the Company recorded a net loss of \$81,903 and a net loss per share of \$0.09. During the nine month period the Company incurred share based compensation expense of \$37,641, professional fees of \$23,708, stock exchange fees of \$10,013, filing fees of \$9,061 and transfer agent fees of \$1,480.

For the period from the date of incorporation March 19, 2019 to May 31, 2019, the Company recorded a net loss of \$23,168 and a net loss per share of \$0.00. During the period ended May 31, 2019, the Company recorded professional fees of \$6,500, stock exchange fees of \$8,475 and filing fees of \$8,193.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not had any off-balance sheet arrangements from the date of its incorporation (March 21, 2019) to the date of this MD&A.

CAPITAL EXPENDITURES

The Company has not had any capital expenditures from the date of its incorporation (March 21, 2019) to the date of this MD&A.

FINANCING ACTIVITIES

During the nine month period ended May 31, 2020, the Company completed its initial public offering of 2,250,000 common shares at a purchase price of \$0.10 per common share for gross proceeds of \$225,000 and issued 200,000 common shares at \$0.05 per share for total gross proceeds of \$10,000 to a director of the Company.

During the period from the date of incorporation (March 21, 2019) to August 31, 2019 the Company issued 3,000,000 common shares at \$0.05 per share for total gross proceeds of \$150,000.

LIQUIDITY AND CAPITAL RESOURCES

As at May 31, 2020, the Company had current assets in the amount of \$246,347 which were comprised of cash held in trust in the amount of \$245,986 and deferred offering costs of \$361 (August 31, 2019: \$136,591 comprised of cash held in trust of \$124,091 and deferred offering costs of \$12,500). In addition, at May 31, 2020, the Company had current liabilities of \$2,188 (August 31, 2019: \$31,190) and working capital of \$244,159 (August 31, 2019: \$105,401) which the Company deems sufficient to meet its ongoing obligations in the coming year.

At May 31, 2020, the Company had 225,000 common share purchase warrants exercisable at \$0.10 until February 12, 2022 and 505,000 common share purchase options at an exercise price of \$0.10 until February 12, 2025. If any of these common share purchase warrants or common share purchase options are exercised, it would generation additional capital for the Company.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

The Company's significant accounting policies and critical accounting estimates are summarized in Note 2 to the Financial Statements.

Measurement Uncertainty

NEW ACCOUNTING STANDARDS ISSUED

IFRS 16, Leases (IFRS "16"). Issued in January 2016, IFRS 16 establishes principles for the recognition, measurement, presentation and disclosure of leases, with the objective of ensuring that lessees and lessors provide relevant information that faithfully represents those transactions. This standard introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than twelve months, unless the underlying asset is of low value. A lessee is required to recognize a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. IFRS 16 applies to annual reporting periods beginning on or after January 1, 2019. As at May 31, 2020, the Company does not have any lease obligations.

SHARE CAPITAL

Authorized: Unlimited common shares

Issued:

The following table sets out the changes in common shares during the period.

	Number of Common Shares	Amount \$
Balance, March 21, 2019	-	-
Share subscriptions (1)	3,000,000	150,000
Balance, May 31, 2019 and August 31, 2019	3,000,000	150,000
Share subscription (1)	200,000	10,000
Initial public offering (2)	2,225,000	225,000
Fair value of agent warrants (2)	-	(11,871)
Offering costs (2)	-	(51,980)
Balance, May 31, 2020	5,450,000	321,149

1) Escrowed Shares

2) Initial Public Offering

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

	Three Months Ended May 31, 2020	Nine Months Ended May 31, 2020	From the date of Incorporation March 31, 2019 to May 31, 2019
Weighted Average Shares
Outstanding, basic and diluted	2,250,000	886,861	-

The effects of any potential dilutive instruments on loss per share are anti-dilutive and therefore have been excluded from the calculation of diluted loss per share.

b) Common Share Purchase Warrants

The following table sets out the changes in warrants for the periods set out:

Warrants	Number of Warrants	Weighted Average Price \$
Outstanding, March 21, 2019, May 31, 2019 and August 31, 2019	-	-
Warrants issued	225,000	0.10
Balance, May 31, 2020	225,000	\$0.10

The following table summarizes the outstanding warrants as at May 31, 2020:

Number of	Exercise	Expiry	Weighted Average	Warrant
Warrants	Price	Date	Remaining Life (Years)	Value (\$)
225,000	\$0.10	February 12, 2022	1.70	11,871

c) Common Share Purchase Options

The following table is a summary of the status of the Company's stock options and changes during the periods set out:

	Number of Options	Weighted Average Exercise Price \$
Balance, March 21, 2019, May 31, 2019 and August 31, 2019	-	-
Granted	505,000	0.10
Balance, May 31, 2020	505,000	0.10

The following table is a summary of the Company's stock options outstanding and exercisable as at May 31, 2020:

		Options Outstanding		Options Exercisable
		Weighted			Weighted
		Average			Average
Exercise	Number	Remaining Life	Expiry	Number	Exercise
Price	of Options	(Years)	Date	of Options	Price \$
\$0.10	505,000	4.71	February 12, 2025	505,000	0.10

Any shares issued upon exercise of the options prior to the Company entering into a Qualifying Transaction will be subject to escrow restrictions.

The stock option plan is subject to regulatory approval.

SUBSEQUENT EVENT

SCHEDULE "C" AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDING DECEMBER 31, 2019 AND DECEMBER 31, 2018, AND MD&A OF CANADIAN TELERADIOLOGY SERVICES, INC.

Canadian Teleradiology Services, Inc.

Annual FinancialStatements

For the Years Ended December 31, 2019 and 2018

(Expressed in Canadian Dollars)

INDEPENDENT AUDITOR'S REPORT

To the Shareholders of Canadian Teleradiology Services, Inc.

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Canadian Teleradiology Services, Inc. (the Company), which comprise the statements of financial position as at December 31, 2019 and 2018, and the statements of net income (loss) and comprehensive income (loss), statements of cash flows and statements of changes in equity for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Relating to Going Concern

We draw your attention to Note 1 in the financial statements, which indicates that the Company incurred comprehensive income of \$105,974 during the year ended December 31, 2019 (December 31, 2018 – comprehensive loss of \$106,995) and as of that date, the Company's accumulated deficit was \$849,533. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Information Other than the Financial Statements and Auditor's Report Thereon

Management is responsible for the other information. The other information comprises the annual management's discussion and analysis, but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Pat Kenney.

Chartered Professional Accountants Licensed Public Accountants

Mississauga, Ontario May 15, 2020

Canadian Teleradiology Services, Inc.

Statements of Financial Position

(Expressed in Canadian dollars)

	December 31,	December 31,
As at,	2019 (\$)	2018 (\$)
Assets
Current Assets
Accounts receivable (Note 5)	515,919	508,990
Due from parent company (Note 12)	92,496	-
HST receivable	6,145	3,845
Prepaid expenses and deposits	7,450	11,119
Total Current Assets	622,010	523,954
Right-of-use assets (Note 6)	83,437	-
Computer equipment (Note 7)	-	23,588
Total Assets	705,447	547,542

Liabilities
Current Liabilities
Bank overdraft	2,103	67,835
Accounts payable and accrued liabilities (Note 8)	1,170,874	1,137,323
Current portion of lease liabilities (Note 9)	27,552	-
Current portion of long-term debt (Note 10)	98,995	66,667
Due to director (Note 12)	64,090	96,120
Due to parent company (Note 12)	-	66,768
Total Current Liabilities	1,363,614	1,434,713
Non-Current Liabilities
Lease liabilities (Note 9)	60,697	-
Long term-debt (Note 10)	-	29,167
Total Non-Current Liabilities	60,697	29,167
Total Liabilities	1,424,311	1,463,880
Shareholders' Equity (Deficiency)
Common share capital (Note 11)	130,669	39,169
Retained earnings	(849,533)	(955,507)
Total Shareholders' Equity (Deficiency)	(718,864)	(916,338)
Total Liabilities and Shareholders' Equity (Deficiency)	705,447	547,542

The accompanying notes are an integral part of these financial statements.

Nature of Operations and Going Concern (Note 1) Subsequent Events (Note 18)

Approved on behalf of the Board of Directors:

"Mitchell Geisler" , Director "Robert Landau" , Director

Canadian Teleradiology Services, Inc. Statements of Net Income (Loss) and Comprehensive Income (Loss) (Expressed in Canadian dollars)

For the years ended December 31, 2019 (\$) 2018 (\$) Revenues Teleradiology 5,242,746 4,175,122 Admin and sublease and other 130,074 85,031 Total Revenue 5,372,820 4,260,153 Cost of Sales Reading fees 4,207,663 3,362,315 Medical images and archiving 70,209 66,510 Internet connectivity 21,382 21,495 Radiologists and medical director expenses 36,800 33,300 Total Cost of Sales 4,336,054 3,483,620 Gross Profit 1,036,766 776,533 Expenses Salaries and wages (Note 12) 343,352 6,196 Management fees 156,582 622,372 Royalty expense (Note 16) 94,203 - Finance costs 85,828 86,035 Depreciation and amortization 59,620 10,964 General and administrative 39,880 26,141 Professional fees 38,652 16,754 Premises rental 35,596 102,154 Bad debt 31,925 - Insurance 20,821 9,677 Computer equipment impairment 14,277 - Marketing 5,944 1,478 Travel and entertainment 4,112 1,757 Total expenses 930,792 883,528 Net Income (Loss) and Comprehensive Income (Loss) 105,974 (106,995) Comprehensive Income (Loss) per Share – Basic and Diluted 858 (1,070) Weighted Average Number of Common Shares Outstanding 123 100

For the years ended December 31,	2019 (\$)	2018 (\$)

Cash provided by (used for):
Operating activities
Comprehensive income (loss)	105,974	(106,995)
Add items not affecting cash:
Depreciation and amortization	59,620	10,964
Interest accrued on director loan	8,315	5,120
Settlement of debt with common shares	26,500	-
Computer equipment impairment	14,277	-
	214,686	(90,911)
Changes in working capital items
Accounts receivable	(6,929)	66,286
HST receivable/payable	(2,300)	(5,643)
Prepaid expenses and deposits	3,668	1,567
Accounts payable and accrued liabilities	33,551	(201,874)
	242,676	(230,575)
Investing activities
Purchase of computer equipment	(4,238)	(19,213)
	(4,238)	(19,213)
Financing activities
Advances (to) from parent company	(159,264)	288,029
Advances (to) from directors	24,600	91,000
Lease payments	(45,776)	(1,459)
Proceeds from long-term debt	80,000	100,000
Repayments of long-term debt	(72,266)	(282,531)
	(172,706)	195,039
Increase (Decrease) in cash	65,732	(54,749)
Cash (bank overdraft), beginning of year	(67,835)	(13,086)
Cash (bank overdraft), end of year	(2,103)	(67,835)

Canadian Teleradiology Services, Inc. Statement of Changes in Equity (Deficiency) For the Years Ended December 31, 2019 and 2018 (Expressed in Canadian dollars)

Common Shares
	# of Shares	Amount		Contributed Surplus	Deficit	Total Equity (Deficiency)
Balance, December 31, 2017	100	\$	10	\$ 39,159	\$ (848,512)	\$ (809,343)
Net loss			-	-	(106,995)	(106,995)
Balance, December 31, 2018	100	\$	10	\$ 39,159	\$ (955,507)	\$ (916,338)
Net income			-	-	105,974	105,974
Shares issued June 30, 2019	33		50,000	-	-	50,000
Shares issued September 30, 2019	27		41,500	-	-	41,500
Balance, December 31, 2019	160	\$ 91,510		\$ 39,159	\$ (849,533)	\$ (718,864)

1. Nature of Operations and Going Concern

Canadian Teleradiology Services, Inc. ("CTS" or the "Company") is incorporated Federally under the Canada Business Corporations Act. The Company's principal business activity is providing Teleradiology services (remote radiology) to smaller urban and rural hospitals, using licensed IT platforms and hosted servers.

The Company's registered head office is 304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2. The Company's website is www.ctsrad.com.

These financial statements have been prepared based on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several adverse conditions cast significant doubt on the validity of the going concern assumption. The Company incurred comprehensive income of \$105,974 during the year ended December 31, 2019 (December 31, 2018 – comprehensive loss of \$106,995) and as of December 31, 2019, the Company's accumulated deficit was \$849,533. These conditions indicate that material uncertainties exist that cast significant doubt on the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon raising additional capital and achieving sustained and increasing positive cash flow from operations in order to meet its present and future commitments.

The financial statements do not reflect adjustments to the carrying values of assets and liabilities that would be necessary if the Company were unable to continue as a going concern and achieve sustained profitable commercial operations and/or obtain adequate financing and support from its shareholders and trade creditors.

If the going concern assumption was not appropriate for these financial statements, adjustments would be necessary to the carrying values of assets and liabilities, net and comprehensive income (loss), and statements of financial position classifications used. Such adjustments could be material.

2. Basis of Preparation

Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC").

The policies applied in these financial statements are based on IFRS issued and outstanding as of May 15, 2020, being the date the Board of Directors approved the financial statements.

Basis of measurement

The financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value, as explained in the accounting policies set out in Note 3.

Functional and presentation currency

The financial statements are presented in Canadian dollars, which is also the Company's functional currency.

3. Significant Accounting Policies

Significant accounting estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make significant judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and related footnote disclosures. Use of available information and the application of judgment are inherent in the formation of estimates. Actual results in

the future can differ from these estimates, which may be material to future financial statements.

Significant estimates and underlying assumptions are reviewed on a periodic basis. Management uses historical experience and various other factors it believes to be reasonable under the circumstances as the basis for its judgments and estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements, are outlined below:

a. Trade receivables valuation recoverability of receivables through the provision for doubtful accounts;
b. Depreciation of property and equipment judgement is required in estimating the useful lives of property and equipment;
c. Recoverability of deferred income tax assets assessing whether the realization of tax losses against future taxable income for income tax purposes if probable; and
d. Non-current asset impairment assessing whether indicators of impairment exist at reporting year's end.
e. Due from parent company valuation recoverability of advances and assessment of parent company's capacity to repay

Revenue recognition

The Company generates virtually all its revenue from the provision of teleradiology services to hospitals and imaging centers, or radiology groups. The Company recognizes revenue at the fair value of the consideration received or receivable, when a performance obligation is satisfied. Teleradiology revenue is recognized after the radiology report is provided to the hospital, on the basis CTS has satisfied all performance obligations at that point.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held with financial institutions and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value.

Property and equipment

Property and equipment are recorded at cost, net of accumulated depreciation, and impairment charges, if any. Depreciation is provided for over the assets' useful lives at the following annual rates and methods:

Machinery and equipment	Declining balance method	30%
Furniture and fixtures	Declining balance method	20%
Leasehold improvements	Straight-line method	Lease term
Computer software	Straight-line method	Life of underlying license

Impairment of non-current assets

Property and equipment and intangible assets with a finite life are assessed for indications of impairment at the end of each reporting period. If such indications exist, then the recoverable amount of the asset is estimated.

An impairment loss is recognized when the carrying amount of the asset exceeds its recoverable amount. The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific

to the asset. Impairment losses are recognized in operations for the year in which they are identified.

Intangible assets with an indefinite useful life are reviewed for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired. The asset is written down when the carrying amount exceeds its estimated recoverable amount.

An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Leases and right-of-use assets

Effective January 1, 2019, the Company adopted IFRS 16. With certain exceptions for leases under twelve months in length or for assets of low value, IFRS 16 states that upon lease commencement a lessee recognizes a right-of-use asset and a lease liability. The right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not restate comparative information but recognize the cumulative effect of initially applying IFRS 16 as an adjustment to opening equity at the date of initial application. IFRS 16 requires that lessors classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise it is an operating lease.

The Company has applied IFRS 16 in accordance with the modified retrospective approach only to contracts that were previously identified as leases. Contracts that were not identified as leases under previous standards were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019. The Company has determined that there is no change to the comparative periods or transitional adjustments required as a result of the adoption of this standard.

The Company recognizes right-of-use assets and lease liabilities on the statements of financial position at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of its useful life or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property and equipment. In addition, the right-of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise (a) fixed payments, including in-substance fixed payments; (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; (c) amounts expected to be payable under a residual value guarantee; and (d) the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of use asset, or is recorded in the statements of operations if the carrying amount of the right-of-use asset has been reduced to \$nil.

Current income tax

Current income tax expense represents the sum of income tax currently payable. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position.

Deferred income tax

Deferred income tax is provided using the asset and liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax assets are recognized for all deductible temporary differences, and the carry forward of unused tax losses, to the extent that it is probable that taxable Income will be available against which the deductible temporary differences and the carry forward of unused tax losses can be utilized.

The carrying amount of deferred income tax assets is reviewed at each date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each date of the statement of financial position and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position.

Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of income and comprehensive (loss) income.

Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Foreign currency transactions

The Company incurs expenses in United States dollars. Monetary assets and liabilities denominated in these foreign currencies are translated into Canadian dollars at the closing rate, being the rate prevailing on the statement of financial position date. current exchange rate. Non-monetary assets and liabilities are translated at historical rates of exchange at the time of the acquisition of assets or obligations incurred. Revenues and expenses are translated at the rate of exchange in effect at the date of the transactions. Foreign exchange translation gains and losses are recorded in operations in the period in which they occur.

Financial instruments

Recognition

The Company recognizes a financial asset or financial liability on the statement of financial position when it becomes party to the contractual provisions of the financial instrument. Financial assets are initially measured at fair value, and are derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset, or when cash flows expire. Financial liabilities are initially measured at fair value and are derecognized when the obligation specified in the contract is discharged, cancelled or expired.

A write-off of a financial asset (or a portion thereof) constitutes a derecognition event. Write-off occurs when the Company has no reasonable expectations of recovering the contractual cash flows on a financial asset.

Classification and measurement

The Company determines the classification of its financial instruments at initial recognition. Financial assets and financial liabilities are classified according to the following measurement categories:

i those to be measured subsequently at fair value, either through profit or loss ("FVTPL") or through other comprehensive income ("FVTOCI"); and
i those to be measured subsequently at amortized cost.

The classification and measurement of financial assets after initial recognition at fair value depends on the business model for managing the financial asset and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at each subsequent reporting period. All other financial assets are measured at their fair values at each subsequent reporting period, with any changes recorded through profit or loss or through other comprehensive income (which designation is made as an irrevocable election at the time of recognition).

After initial recognition at fair value, financial liabilities are classified and measured at either:

i amortized cost;
i FVTPL, if the Company has made an irrevocable election at the time of recognition, or when required (for items such as instruments held for trading or derivatives); or,
i FVTOCI, when the change in fair value is attributable to changes in the Company's credit risk.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The following table summarizes the changes in the classification of the Company's financial instruments:

Financial instruments	Category under IFRS 9
Cash and bank overdraft	FVTPL
Accounts receivables	Amortized cost
Due to/from parent company	Amortized cost
Accounts payable and accrued liabilities	Amortized cost
Long term debt	Amortized cost
Due to director	Amortized cost

Transaction costs that are directly attributable to the acquisition or issuance of a financial asset or financial liability classified as subsequently measured at amortized cost are included in the fair value of the instrument on initial recognition. Transaction costs for financial assets and financial liabilities classified at fair value through profit or loss are expensed in profit or loss.

Impairment

The Company assesses all information available, including on a forward-looking basis the expected credit losses associated with any financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward-looking information

Fair value of financial instruments: The determination of the fair value of financial assets and liabilities, for which there is no observable market price, requires the use of valuation techniques. For financial instruments that trade infrequently and have little price transparency, fair value is less objective as such it requires varying degrees of judgment. The use of judgment in valuing financial instruments includes assessing qualitative factors such on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the particular instrument.

The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements:

Level 1: Quoted market price in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs derived either directly or indirectly from market prices. This category includes instruments valued using quoted market prices in active markets for similar instruments, quoted market prices for identical or similar instruments in markets that are considered less than active or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted market prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties, which may be individuals or corporate entities, are also considered to be related if they are subject to common control or common significant influence. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount.

Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The increase in the provision due to the passage of time is recognized as interest expense.

Comprehensive income (loss) per share

The basic comprehensive income (loss) per share is computed by dividing comprehensive income (loss) by the weighted average number of common shares outstanding during the year. The diluted comprehensive income (loss) per share reflect the potential dilution of common share equivalents, such as outstanding stock options and share purchase warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The "treasury stock method" is used for the assumed proceeds upon the exercise of the options and warrants that are used to purchase common shares at the average market price during the year.

4. Capital Management

The Company defines capital as total shareholders' equity and long-term debt. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the growth and development of its operations and bring new products to market and to ensure it continues as a going concern. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company will continue to assess new opportunities and seek to acquire an interest in growth situations if it feels there is sufficient economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the years ended December 31, 2019 and 2018. The Company is not subject to externally imposed capital requirements.

5. Accounts Receivable

Trade and other receivables are collectible from customer sales. The following is an aging analysis of the Canadian Teleradiology Services, Inc. trade and other receivables:

			Aging	in Days
	Total Receivable	Current	31 to 60	61 to	90	91+
December 31, 2018	\$ 508,990	\$ 262,562	\$ 207,398	\$	582	\$ 38,448
December 31, 2019	\$ 515,919	\$515,492	\$49		\$378	\$-

As at December 31, 2019 and 2018, no impairment was recorded for any portion of the receivables. Canadian Teleradiology Services, Inc. Credit risk is discussed in Note 14.

The Company held no collateral for any receivable amounts outstanding as at December 31, 2019 and 2018.

6. Right-of-use Assets

Balance, January 1, 2019	\$129,509
Amortization	(46,072)
Balance, December 31, 2019	\$ 83,437

Right-of-use assets consist of office space and computers. Computers are amortized over 36 months and office space is amortized over 36 months.

7. Computer Equipment

Computer equipment are comprised of the following:

	Computer Equipment
Cost
Balance at January 1, 2018	135,822
Additions	19,213
Balance at December 31, 2018	155,035
Additions	4,238
Balance at December 31, 2019	\$ 159,273
Accumulated Depreciation
Balance at January 1, 2018	120,484
Depreciation	10,964
Balance at December 31, 2018	131,448
Depreciation	13,548
Impairment	14,277
Balance at December 31, 2019	\$ 159,273
Carrying Amount
Balance at December 31, 2018	\$ 23,587
Balance at December 31, 2019	\$ -

The Company wrote off the balance of its computer equipment at the end of the year December 31, 2019 after an evaluation of its remaining useful life.

The Company's computer equipment have been pledged as security for the term loan (see note 10).

8. Accounts Payable and Accrued Liabilities

Trade and other payables are principally comprised of amounts outstanding for subcontracted radiologists and for amounts relating to operating activities. The following comprises trade and accrued liabilities:

	December 31, 2019	December 31, 2018
Accounts payable	\$ 1,042,209	\$ 1,126,821
Accrued liabilities	128,665	10,502
	\$ 1,170,874	\$ 1,137,323

The standard maturity terms of the Company's trade and other payables are 30 to 60 days. Included in accounts payable and accrued liabilities is \$81,100 accrued salaries for the Company's CEO and CFO.

9. Lease Liabilities

The Company leases end in July and August 2022. The aggregate lease payment is \$3,732/monthly. The maturity of the lease liability is presented in the table below:

Current portion	\$ 27,552
Long term portion	60,697
Balance, December 31, 2019	\$ 88,249

A portion of the company's lease liability was deferred subsequent to yearend, see note 18.

10. Long Term Debt

	December 31,	December 31,
	2019	2018
iCapital loan	\$ 98,995	\$ 95,834
Less: current portion	(98,995)	(66,667)
Non-current portion	\$ -	\$ 29,167

The Company has a term loan from iCapital Financial Services Corp.("iCapital") as issued on December 5, 2018 for a principal amount of \$100,000 with a total cost of borrowing of \$143,000. The loan has daily payment of \$397 and matures in June 2020. There was a 3% initiation fee on the principal amount.

On May 8, 2019, the Company borrowed an additional \$80,000 from iCapital with a total cost of borrowing of \$114,400 and the daily payments were adjusted to \$600 per day. On September 12, 2019, the daily payments were reduced to \$300 per day until January 10, 2020. The loan matures in November 2020.

The iCapital loan is secured by a general security agreement covering all of the Company's current and future assets, additionally the CEO of the Company has executed a personal guarantee on the loan.

During the year ended December 31, 2019, the Company incurred interest of \$34,245 (2018 - \$4,792) on this loan.

The repayment terms on the iCapital loan were amended subsequent to yearend, see note 18.

11. Common Share Capital

Authorized

Canadian Teleradiology Services, Inc. is authorized to issue an unlimited number of common shares.

Issued

On June 30, 2019, the Company issued 33 shares of class A common shares to its CEO/Director in exchange for settling a \$50,000 loan.

On September 30, 2019, the Company issued 27 Class A common shares to its CFO/Director in exchange for settling a \$15,000 loan and for \$26,000 of past due salary.

12. Related Party Transactions and Balances

During the year ended December 31, 2019 and 2018, the Company entered into various transactions with related parties. The related parties consist of officers, directors and shareholders or companies controlled directly or indirectly by them. Details of the related parties including transactions and balances owing, or receivable are as follows:

Related Party	Nature of Relationship
Mitchell Geisler	CEO, President and Director
Medical Imaging Corp.	CTS' US Parent Company
Robert Landau	CFO, Director

Related Party Transactions

Mitchell Geisler loaned the Company \$100,655 as of June 29th, 2018. The amount is represented by a promissory note due on June 30, 2020. Interest on the note is 12%. The Company can and has made early payments towards the principal amount of the loan. On June 30, 2019 Mr. Geisler converted \$50,000 of the loan into 33 Class A common shares of the Company. As of December 31, 2019, the balance of the loan was \$50,655 in principal and \$13,435 in accrued interest.

On September 24, 2019, the Company borrowed \$15,000 from Robert Landau with no set terms of repayment or interest. On September 30, 2019, the Company issued 27 Class A common shares to Robert Landau in exchange for the \$15,000 loan and for \$26,500 of past due salary.

During the year ended December 31, 2019, CTS paid Medical Imaging Corp ("MIC") management fees, for executive salaries and certain corporate overheads, of \$156,582 (2018 - \$622,372).

The amounts due to/from MIC are unsecured, non-interest bearing and due on demand.

Key Management Compensation

The Company defines key management personnel as its President/CEO, CFO and Board if Directors. Key management compensation for the year ended December 31, 2019 comprised salary of \$240,000 (2018 - \$Nil).

13. Income Taxes

Income tax expense

The Company's provision for income taxes differs from the amounts computed by applying the combined income tax rates as a result of the following:

	December 31,		December 31,
		2019		2018
Income (loss) before income taxes	\$	105,974	\$	(106,995)
Statutory tax rate		26.5%		26.5%
Expected tax expense (recovery) computed at statutory tax rates		28,083		(28,354)
Non-deductible expenses		1,072		(131)
Depreciation in excess of CCA and ROU lease payments		4,955		-
Application of non-capital losses		(10,042)		-
Permanent differences and other		(22,269)
Change in deferred tax asset not recognized		(1,800)		28,485
Income tax expense/recovery	\$	-	\$	-

13. Income Taxes (Continued)

Deferred income taxes

The primary differences that give rise to deferred income tax balances are as follows:

	December 31,	December 31,
	2019	2018
	\$	\$
Non-capital loss carry forwards	219,978	223,836
Non-current assets and other	10,787	9,280
	230,765	232,616
Less: valuation allowance	(230,765)	(232,616)
Total unrecognized deferred tax assets	-	-

At December 31, 2019 and 2018, the Company had recorded a 100% valuation allowance against its deferred income tax balances due to uncertainty surrounding their realization.

The Company has non-capital losses, available to offset future taxable income for income tax purposes, of \$830,100 which expiry between 2035 and 2039.

14. Financial Instrument Risk Exposures and Management

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values. Unless otherwise disclosed their carrying values approximate their fair values due to the short-term nature of these instruments.

The Company's major financial risk factors and their impact on the financial statement are summarized below:

Credit risk

Credit risk is the risk of loss associated with a counter-party's inability to fulfill its payment obligations. The Company's cash and accounts receivable are exposed to credit risk. CTS' cash is held with major Canadian-based financial institutions as such management believes that the associated credit risk is remote.

Accounts receivables represents revenue earned from services rendered to hospitals. The Company has adopted a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment terms and conditions are offered.

The Company's trade receivables are concentrated among customers in the healthcare industry, which may be affected by adverse government policy impacting that industry. As at December 31, 2019, three customers accounted for greater than 84% of the Company's trade receivable balance.

As at December 31, 2019 and 2018, the Company's maximum exposure to credit risk was the carrying value of cash and accounts receivable. There have been no changes to this risk exposure from 2018.

14. Financial Instrument Risk Exposures and Management (Continued)

Liquidity risk

Liquidity risk is the risk that the Company cannot meet a demand for cash or fund its obligations as they become due. The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. The Company is expanding and in order to meet its short and longer-term working capital requirements, the Company will attempt, if necessary, to secure further financing to ensure that those obligations are properly discharged. Operationally, the Company manages its liquidity by continuously monitoring forecasted and actual gross profit, expenses, and cash flows from operations. There have been no changes to this risk exposure from 2018.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates. There have been no changes to this risk exposure from 2018.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in interest rates. The Company is exposed to interest rate risk arising from fluctuations in the bank's prime rate related to its term loans. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities such as entering into fixed interest rate contracts. There have been no changes to this risk exposure from 2018.

15. Operating Segments

The Company's business activities comprise a single operating segment. In addition, the Company operates in a single geographical segment, Ontario Canada. The Company's revenues are derived entirely from service rendered in Canada.

16. Royalty Agreement

On October 1, 2018, CTS became party to the Amended and Restated Secured Royalty Purchase Agreement (the "Agreement") between CTS' parent company, Medical Imaging Corp. ("MIC"), and Flow Capital Corp ("Flow"). The terms impacting CTS are as follows:

Effective October 1, 2018, CTS will pay a gross sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) monthly to Flow.
There is a cross-guarantee such that CTS will guarantee all royalty payments of MIC and vice-versa. Note that MIC is subject to the same gross sales royalty provisions as CTS; however, MIC is currently dormant and accordingly not generating any revenues giving rise to a royalty obligation.
The Agreement will terminate on cumulative royalty payments to Flow reaching \$4M USD.
CTS may buyout the royalty obligation with a payment of \$2M USD to Flow.
Agreement secured by a general security agreement covering all of the CTS' current and future assets.

17. Proposed Transaction

Pursuant to a Securities Exchange Agreement dated December 17, 2019, all of the issued and outstanding common shares of the Company will be exchanged for common shares in the capital of FogChain Corp ("FogChain"). which will result in CTS becoming a wholly-owned subsidiary of FogChain, a listed company on the Canadian Securities Exchange ("CSE").

Upon completion of the proposed transaction, FogChain will change its name to some other name as acceptable to the parties and will operate the current business of CTS.

Effective on the closing of the proposed transaction, it is anticipated that the current members of the board of directors of FogChain and the current management of FogChain will resign and be replaced by nominees to the board appointed by CTS and the existing management team of CTS will replace the current management of FogChain.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to completion of due diligence; and receipt of all required regulatory, corporate and third-party approvals, the fulfillment of all applicable regulatory requirements and conditions necessary to complete the proposed transaction.

18. Subsequent Events

Unless disclosed elsewhere, the Company's subsequent events comprise the following:

On January 31, 2020 the Company settled a small claims action, filed by a previous supplier, by way of 12 monthly payments of \$1,829.

On April 6, 2020 the Company agreed with its landlord to defer 40% of its office space rent for May and June 2020 until a later date.

On April 3, 2020, the Company agreed with iCapital to temporarily change its payment structure from \$400 per business day to \$1,250 per week until the end of May 2020.

On April 17, 2020 the Company received \$40,000 from the Canadian Emergency Business Account through TD Canada Trust. The loan is non-interest bearing until December 2022 at which time if paid back in full \$10,000 is forgivable and if not, the loan becomes a 3 year interest bearing term loan.

On April 23, 2020 the Company agreed with Flow capital to defer 50% of its royalty payments due in April, May, and June to the 4th quarter of 2020.

Subsequent to December 31, 2019, the outbreak of the novel strain of corona virus, specifically identified as "COVID-19", has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Corporation and its operating subsidiaries in future periods.

Management's Discussion and Analysis

For the Year Ended December 31, 2019

(Expressed in Canadian Dollars)

304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2, Telephone: (416) 350-151, Fax: (416) 900-0957 www.ctsrad.com.

OVERVIEW

Canadian Teleradiology Services, Inc. ("CTS" or the "Company") is incorporated federally under the Canada Business Corporations Act. The Company's principal business activity is providing Teleradiology services (remote radiology) to smaller urban and rural hospitals, using licensed IT platforms and hosted servers.

Teleradiology is the process of providing remote off site reading of radiology scans such as CT, MRI, US and X-ray. Hospital staff scan their emergency room patients, then page the CTS radiologist on call, who can then remotely view, via secured server, the images and diagnose the patient and provide a report back to the hospital.

Teleradiology is the next level of patient care that assists small urban and rural hospitals to connect with 24/7 care, ensuring their communities receive the same care that large urban hospitals receive.

The Company's registered head office is 304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2. The Company's website is www.ctsrad.com.

The following Management's Discussion and Analysis ("MD&A") of CTS should be read in conjunction with the Company's Audited Financial Statements for the year ended December 31, 2019 together with notes thereto (the "Financial Statements"). The Company's Audited Financial Statements for the year ended December 31, 2019, have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") an interpretations issued by the IFRS Interpretations Committee ("IFRIC"). All amounts herein are presented in Canadian dollars, unless otherwise noted. This Management's Discussion and Analysis is dated May 15, 2020 and has been approved by the Board of Directors of the Company.

FORWARD LOOKING STATEMENTS

This MD&A contains certain statements that may constitute "forward‐looking statements". Forward‐looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, and business and financing plans. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of material risks and uncertainties. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward‐looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward‐looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company's ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

projections, many of which are beyond the Company's control, include, but are not limited to: management's expectations regarding the future business, objectives and, operations of the Company; the Company's anticipated cash needs and the need for additional financing; the Company's ability to successfully complete future financings; the acceptance by the marketplace of new technologies and solutions; the Company's expectations regarding its competitive position; the Company's expectations regarding regulatory developments and the impact of the regulatory environment in which the Company operates; the Company's ability to attract and retain qualified management personnel and key employees; and anticipated trends and challenges in the Company's business and the markets in which it operates. Assumptions underlying the Company's working capital requirements are based on management's experience with other public companies. Forward-looking statements pertaining to the Company's need for and ability to raise capital in the future are based on the projected costs of operating a blockchain software development platform and management's experience with raising funds in current market circumstances. Forward-looking statements regarding treatment by governmental authorities assumes no material change in regulations, policies, or the application of the same by such authorities. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements with the risks set forth.

OVERALL PERFORMANCE

For the year ended December 31, 2019, total revenue was higher by \$1,112,667 to \$5,372,820 compared to total revenue of \$4,260,153 for the year ended December 31, 2018. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume and the need for faster response times. During fiscal 2019, the Company entered into a new contract that included up to seven new hospitals and accounted for approximately 35% of the revenue increase.

Total cost of sales during the current year 2019 including reading fees, medical images archiving, internet connectivity and, radiologists and medical director expenses were \$4,336,054 compared to \$3,483,620. Higher cost of sales experienced during fiscal 2019, was primarily a result of increased operations due to higher demand for the Company's services.

As a result of the above, during the twelve month period ending December 31, 2019, gross margin increased by \$260,233 to \$1,036,766 versus gross margin of \$776,533 for the same 12 month period in 2018.

Total expenses for the year ended December 31, 2019, were \$930,792, higher by \$47,264 when compared to total expenses of \$883,528 for the year ended December 31, 2018. The primary factors relating to the increase in total expenses during 2019 were an increase in salaries and wages of \$337,156, an increase in depreciation of \$48,656 and an increase in bad debt expense of \$31,925. The increases in total expenses during 2019, were partially offset by a reduction in premises rental costs of \$66,558.

As a result of the above factors, the Company recorded a net income and comprehensive income for the year ended December 31, 2019, of \$105,974 up \$212,969 compared to a net loss and comprehensive loss of \$106,995 for the year ended December 31, 2018. The income per sharebasic and diluted for the year ended December 31, 2019 was \$858 versus a loss per share-basic and diluted of \$1,070 for the comparable twelve month period in 2018.

During the year ended December 31, 2019, the Company issued 33 common shares to its Chief Executive Officer as settlement of a \$50,000 loan and issued 27 common shares to its Chief Financial Officer as settlement of a \$15,000 loan and \$26,000 of past due salary.

On December 17th, 2019, the Company signed a Securities Exchange Agreement with FogChain Corp. ("FogChain") whereby FogChain will acquire all the issued and outstanding shares of the Company in exchange for 15,000,000 shares of FogChain (the "Transaction"). The Transaction will constitute a reverse takeover of FogChain by CTS which will constitute a fundamental change within the meaning of the policies of the Canadian Securities Exchange (the "CSE"). Upon completion of the Transaction the resulting issuer (the "Resulting Issuer") will change its name to such other name as acceptable to the parties and will operate the business of CTS.

On March 13th, 2020, FogChain Corp. has filed its Form 2A Listing Statement with the CSE.

FogChain is a fully integrated, end-to-end software development life cycle and quality assurance solutions provider. FogChain's suite of services and technology provides application development at scale with greater speed, efficiency and at a lower cost. FogChain's Build-Once-Deploy-Everywhere software architecture provides developers with a suite of tools to build, test, and monitor exciting new applications in a unified environment.

FINANCIAL INSTRUMENT RISK EXPOSURES AND MANAGEMENT

The Company's major financial risk factors and their impact on the financial statement are summarized below:

Credit risk

There have been no changes to this risk exposure from 2018.

As at December 31, 2019 and 2018, the Company's maximum exposure to credit risk is as follows:

	December 31, 2019 (\$)	December 31, 2018 (\$)
Cash	-	-
Accounts receivable	515,919	508,990
Prepaid expenses and deposits	7,450	11,119
Due from Parent Company	92,496	-
Total	615,865	520,109

Liquidity risk

The following tables illustrate the contractual maturities of financial liabilities for the years set out:

December 31, 2019	Payments Due by Period \$
	Total	Less than 1	1 – 3	4-5	After 5
		year	years	years	years
Bank overdraft	2,103	2,103	-	-	-
Accounts payable and			-	-	-
accrued liabilities	1,170,874	1,170,874
Lease liabilities	88,249	27,552	60,697	-	-
Due to director	64,090	64,090	-	-	-
Long term debt	98,995	98,995	-	-	-
TOTAL	1,424,311	1,363,614	60,697	-	-

December 31, 2018	Payments Due by Period \$
	Total	Less than 1	1 – 3	4-5	After 5
		year	years	years	years
Bank overdraft	67,835	67,835	-	-	-
Accounts payable and			-	-	-
accrued liabilities	1,137,323	1,137,323
Due to director	96,120	96,120	-	-	-
Due to Parent Company	66,768	66,768	-	-	-
Long term debt	95,834	66,667	29,167	-	-
TOTAL	1,463,880	1,434,713	29,167	-	-

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates. There have been no changes to this risk exposure from 2018.

Interest rate risk

Capital Management

	December 31, 2019	December 31, 2018
Total revenue	5,372,820	4,260,153
Gross margin	1,036,766	776,533
Net income (loss) and comprehensive income (loss)	105,974	(106,995)
Income (loss) per share –basic and diluted	858	(1,070)
Total assets	705,447	547,542
Total long-term debt	60,697	29,167

SELECTED ANNUAL INFORMATION

December 31, 2019 – 2018

Total cost of sales during the current year 2019 including reading fees, medical images archiving, internet connectivity and, radiologists and medical director expenses were \$4,336,054 compared to \$3,483,620. Higher cost of sales experienced during fiscal 2019 was primarily a result of increased operations due to higher demand for the Company's services.

As a result of the above factors, the Company recorded net income and comprehensive income for the year ended December 31, 2019, of \$105,974 up \$212,969 compared to a net loss and comprehensive loss of \$106,995 for the year ended December 31, 2018. The income per sharebasic and diluted for the year ended December 31, 2019 was \$858 versus a loss per share-basic and diluted of \$1,070 for the comparable twelve month period in 2018.

For the current year 2019, total assets were up by \$157,905 to \$705,447 versus total assets of \$547,542 at December 31, 2018. The increase in the current period total assets is primarily attributed to an increase of \$92,496 in the amount due from parent company, Medical Imaging Corp. ("Medical Imaging or Parent Company"), an increase in right of use assets of \$83,437, as well as an increase in accounts receivable of \$6,929. These increases experience during fiscal 2019 were partially offset by a decrease of \$23,588 in property and equipment, and a decrease in prepaid expenses and deposits.

Total long-term debt was \$60,697 at December 31, 2019, compared to total long-term debt of \$29,167 at December 31, 2018. During fiscal 2019, the Company entered into a lease agreements which accounted for the increase.

RESULTS OF OPERATIONS

REVENUES

Teleradiology

For the year ended December 31, 2019, the Company's teleradiology revenue was \$5,242,746 representing an increase of \$1,067,624 compared to teleradiology revenue of \$4,175,122 for the year ended December 31, 2018. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume, the need for faster response times and a new contract encompassing up to seven hospitals.

Admin and Sublease

For the year ended December 31, 2019, the Company's admin and sublease revenue increased by \$45,043 to \$130,074 versus admin and sublease revenue of \$85,031 for the year ended December 31, 2018. The increase experienced during fiscal 2019, was mainly a result of the recapture of expenses from prior periods that were written off in the amount of \$49,000.

TOTAL REVENUE

Total revenue for the year ended December 31, 2019, was \$5,372,820 up \$1,112,667 compared to total revenue of \$4,260,153 for the year ended December 31, 2018. The increase in total revenue during fiscal 2019, is primarily a result of the increased teleradiology revenue as well as an increase in admin and sublease revenue.

COST OF SALES

Reading Fees

For the year ended December 31, 2019, the Company's reading fees totaled \$4,207,663 higher by \$845,348 compared to reading fees of \$3,362,315 for the year ended December 31, 2018. The increase in reading fees during the current year is a result of the increased operations due to an increase in demand for the Company's services.

Medical Images Archiving

Medical images archiving costs for the year ended December 31, 2019, were \$70,210 up slightly by \$3,700 compared to medical images archiving costs of \$66,510 for the previous year in 2018. The minor increase was related to an increase in patient volume requiring diagnostic interpretation during fiscal 2019.

Internet Connectivity

For the year ended December 31, 2019, the Company's internet connectivity costs were relatively consistent at \$21,381 compared to \$21,495 for the year ended December 31, 2018.

Radiologists and Medical Director Expenses

For the year ended December 31, 2019, the Company incurred radiologists and medical director expenses of \$36,800 which was higher by \$3,500 compared to \$33,300 for the same twelve month period in 2018. The increased radiologists and medical director expenses was a result of the increased operations of the Company during current year.

TOTAL COST OF SALES

Total cost of sales during the current year 2019, including reading fees, medical images archiving, internet connectivity and radiologists and medical director expenses were \$4,336,054 compared to \$3,483,620 for the year ended December 31, 2018. Higher total cost of sales experienced during fiscal 2019 was primarily attributed to increased reading fees as result of the increased operations and demand for the Company's services.

GROSS PROFIT

As a result of the above revenues net of cost of sales, the Company's gross margin increased by \$260,233 to \$1,036,766 during the twelve month period ending December 31, 2019, versus gross margin of \$776,533 for the same 12 month period in 2018.

EXPENSES

Salaries and Wages

For the year ended December 31, 2019, the Company recorded salaries and wages of \$343,352 compared to salaries and wages of \$6,196 for the year ended December 31, 2018. The increase in salaries and wages during fiscal 2019, was primarily attributed to the addition of administrative personnel being paid directly through the Company. The increase to salaries and wages were partially offset by lower management fees charged by Medical Imaging.

Management Fees

For the year ended December 31, 2019, the Company recorded management fees of \$156,582 which was significantly lower by \$465,790 compared to management fees of \$622,372 for the same twelve month period in 2018. During fiscal 2019, Medical Imaging charged a total of

\$156,582 in management fees. During the second quarter of 2019 the Company re-classified \$240,000 charged directly by the Company's Chief Executive Officer and the Company's Chief Financial Officer to salaries and wages.

The management fees which included executive salaries, corporate overhead and royalty expense of approximately \$36,817 were charged by the Company's US parent, Medical Imaging and ended during the first quarter of fiscal 2019. Mitchell Geisler, the Company's President is also a director and officer and a major shareholder of Medical Imaging.

Royalty Expense

Royalty expense for the year ended December 31, 2019, was \$94,203 compared to Nil for the year ended December 31, 2018. For the first quarter of 2019, the Company paid approximately \$36,817 in royalty expense that was included in management fees. During 2018 the Company paid royalty expense of approximately \$104,378 through management fees to Medical Imaging. On October 1, 2018, the Company became party to an Amended and Restated Secured Royalty Purchase Agreement and as such pays a gross monthly sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) (see Royalty Agreement below).

Finance Costs

For the year ended December 31, 2019, the Company recorded finance costs of \$85,828 which was relatively consistent with finance costs of \$86,035 for the year ended December 31, 2018. During fiscal 2019, the Company recorded interest payable on the long-term loan from iCapital Financial Services Corp. ("iCapital") in the amount of \$34,245 (December 31, 2018: \$4,792). For the year ended December 31, 2019, the Company accrued interest of \$30,425 to Radiologists (December 31, 2018: \$2,485) and \$8,315 on a loan payable to the President of the Company (December 31, 2018: \$5,120). During 2019, the Company recorded interest on its leases of \$11,879.

During fiscal 2018, the Company recorded interest payable of \$65,594 to Thinking Capital Corporation.

Depreciation and Amortization

For the year ended December 31, 2019, depreciation and amortization costs were \$59,620 versus \$10,964 for the same twelve month period in 2018. The increase in depreciation and amortization costs for fiscal 2019 was attributed to an increase in the Company's office and computer lease assets. During fiscal 2019, the Company impaired its computer equipment in the amount of \$14,277 (December 31, 2018: Nil). For the year ended December 31, 2018, the Company recorded additions to its property and equipment in the amount of \$4,238.

General and Administrative

General and administrative costs totaled \$39,880 up by \$13,739 for the year ended December 31, 2019, compared to general and administrative costs of \$26,141 for the twelve month period in 2018. The Company experienced a rise in general and administrative costs during fiscal 2019, primarily as a result of the increased utilization of office supplies due to the growth of operations of the Company.

Professional Fees

For the year ended December 31, 2019, the Company recorded professional fees of \$38,652 up \$21,898 compared to \$16,754 for the year ended December 31, 2018.The increase in professional fees for the year ended December 31, 2019, was primarily attributed to increased audit costs as a result of the Company having its financial results audited for fiscal 2019 and 2018.

Premises Rental

For the year ended December 31, 2019, the Company incurred premises rental costs of \$35,596 down \$66,558 compared to premises rental costs of \$102,154 for the year ended December 31, 2018. The decrease in premises rentals costs were attributed to a reduction in rent costs after the Company moved its offices and the implementation of IFRS 16 and the new on-balance sheet accounting treatment for the Company's computer and premises rental leases.

Bad Debt

For the year ended December 31, 2019, the Company recorded a bad debt expense of \$31,925 versus Nil for the year ended December 31, 2018. During fiscal 2019, the Company determined that an account receivable was deemed uncollectible and subsequently written off.

Insurance

Insurance expense for the year ended December 31, 2019, was up by \$11,144 to \$20,821 compared to insurance expense of \$9,677 during fiscal 2018. The increase experienced during fiscal 2019 was related to an increase in liability insurance coverage.

Computer Equipment Impairment

For the year ended December 31, 2019 the Company wrote off its computer equipment in the amount of \$14,277 compared to Nil for the year ended December 31, 2018. The Company impaired the balance of its computer equipment after an evaluation of its useful life.

Marketing

For the year ended December 31, 2019, the Company recorded marketing costs were \$5,944 compared to marketing costs of \$1,478 for the same twelve month period in 2018. During fiscal 2019, the Company marketing costs increased as the Company's operations increased.

Travel and Entertainment

Travel and entertainments costs were up \$2,355 to \$4,112 for the year ended December 31, 2019, compared to travel and entertainments costs of \$1,757 recorded during the year ended December 31, 2018. Increased travel and entertainments costs during 2019, was related to the increased activity in the Company's operations.

TOTAL EXPENSES

Total expenses for the year ended December 31, 2019, were \$930,792, higher by \$47,264 when compared to total expenses of \$883,528 for the year ended December 31, 2018. The primary factors relating to the increase in total expenses during 2019 were a an increase in salaries and wages of \$337,156, an increase in depreciation and amortization costs of \$48,656 and an increase in bad debt expense of \$31,925. The increases in total expenses during 2019, were partially offset by a reduction in management fees of \$465,790 and premises rental costs of \$66,558.

NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

INCOME (LOSS) PER SHARE – BASIC AND DILUTED

The income per share-basic and diluted for the year ended December 31, 2019 was \$858 versus a loss per share-basic and diluted of \$1,070 for the comparable twelve month period in 2018.

SUMMARY OF QUARTERLY RESULTS

The following tables reflect the summary of quarterly results for the periods set out:

	December 31,	September 30,	June 30,	March 31,
Quarter Ended	2019	2019	2019	2019
Total revenue	1,449,239	1,371,537	1,437,440	1,114,604
Gross margin	271,254	263,944	295,713	205,855
Expenses	321,471	189,833	172,036	247,452
Net income (loss)	(50,217)	74,111	123,677	(41,597)
Income (loss) per share–basic and diluted	(314)	557	1,237	(416)

Fiscal 2019

Revenue over the four quarters during fiscal 2019 grew steadily, as demand for the Company's teleradiology services increased. Admin and sublease revenue remained relatively consistent throughout the four quarters. During the quarter ending September 30, 2019, the Company incurred a decrease in teleradiology revenue due to a reduction in patient volume.

During fiscal 2019, gross margin over the four quarters rose consistently as result of increased revenue which was partially offset by the gradual higher cost of sales including readings fees.

Expenses over the four quarters in fiscal 2019 fluctuated primarily due to changes in finance costs, premises rental costs, professional fees, insurance and general and administrative costs. During the three month period ended March 31, 2019, the Company incurred managements of \$156,582. During the quartered ended December 31, 2019, the Company experienced higher costs related to audit fees.

	December 31,	September 30,	June 30,	March 31,
Quarter Ended	2018	2018	2018	2018
Total revenue	1,176,387	1,095,827	1,012,125	975,814
Gross margin	232,676	184,083	189,294	170,480
Expenses	258,139	176,854	175,895	272,640
Net income (loss)	(25,463)	7,229	13,399	(102,160)
Income (loss) per share–basic and diluted	(255)	72	134	(1,022)

Fiscal 2018

Revenue over the four quarters during fiscal 2018 continued to grow, as demand for the Company's teleradiology services increased. Admin and sublease revenue continually decreased over the four quarters.

In fiscal 2018, gross margin over the four quarters rose as result of increased revenue due to higher patient volume, which was partially offset by higher cost of sales including readings fees.

Expenses over the four quarters in fiscal 2018 fluctuated primarily due to changes in finance costs, premises rental, professional fees, insurance and salaries and wages.

FOURTH QUARTER RESULTS

Quarter Ended	December 31, 2019	December 31, 2018
Total revenue	1,449,239	1,176,387
Gross margin	271,254	232,676
Expenses	321,471	258,139
Net loss	(50,217)	(25,463)
Loss per share–basic and diluted	(314)	(255)

REVENUES

Teleradiology

For the three months ended December 31, 2019, the Company's teleradiology revenue increased by \$272,253 to \$ 1,429,773 compared to teleradiology revenue of \$1,157,520 for the three months ended December 31, 2018. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume, the need for faster response times and a new contract encompassing up to seven hospitals.

Admin and Sublease

For the three months December 31, 2019, the Company's admin and sublease revenue was \$19,466 which remained relatively constant compared to admin and sublease revenue of \$18,867 for the three months ended December 31, 2019. The minor increase was related to higher study fees received.

TOTAL REVENUE

Total revenue for the three months December 31, 2019, was up \$272,852 to \$1,449,239 compared to \$1,176,387 for the three months ended December 31, 2018. The increase in total revenue is primarily a result of the increased teleradiology revenue.

COST OF SALES

Reading Fees

For the three months ended December 31, 2019, the Company's reading fees totaled \$1,145,326 higher by \$232,907 compared to reading fees of \$912,419 for the three months ended December 31, 2018. The increase in reading fees in the current three month period is a result of the increased operations due to increased demand for the Company's services.

Medical Images Archiving

Medical images archiving costs for the three months ended December 31, 2019, were up slightly at \$17,534 compared medical images archiving costs of \$17,125 for the three month period ended December 31, 2018. The minor increase was related to an increase in patient volume requiring diagnostic interpretation during fiscal 2019.

Internet Connectivity

For the three months ended December 31, 2019, the Company's internet connectivity costs were \$5,325 which were consistent with internet connectivity costs of \$5,367 for the same three month period in fiscal 2018.

Radiologists and Medical Director Expenses

For the three months ended December 31, 2019, the Company incurred radiologists and medical director expenses were up by \$1,000 to \$9,800 compared to radiologists and medical director expenses of \$8,800 for the three month period ended December 31, 2018. The higher costs experienced during the three month period ended December 31, 2019, was related to the increased operations of the Company.

TOTAL COST OF SALES

Total cost of sales during the current three month period ended December 31, 2019, including reading fees, medical images archiving, internet connectivity, and radiologists and director expenses were \$1,177,985 compared to \$943,711 for the same three month period in fiscal 2018. Higher cost of sales experienced during 2019 was primarily attributed to increased reading fee costs as result of increased operations and demand for the Company's services.

GROSS PROFIT

As a result of the above revenues net of cost of sales, the Company's gross margin increased by \$38,578 to \$271,254 for the three month period ending December 31, 2019, versus gross margin of \$232,676 for the same three month period in 2018.

EXPENSES

Salaries and Wages

For the three months ended December 31, 2019, the Company recorded salaries and wages of \$143,759 compared to \$5,496 for the same three month period ended December 31, 2018. The increase in salaries recorded in the 4th quarter of fiscal 2019, was a result of the reclassification of the salaries of the Company's Chief Executive Officer and its Chief Financial Officer commencing the second quarter of 2019 in the amount of \$120,000 as well as the addition of administrative personnel as the Company's operations increased.

Management Fees

For the three months ended December 31, 2019, the Company recorded management fees of \$Nil compared to management fees of \$157,391 for the same three month period in 2018. During the three months ended December 31, 2019, management fees charged by the Company's Chief Executive Officer and its Chief Financial Officer were re-classified to salaries and wages. During the three month period in 2018, management fees included executive salaries, corporate overhead and royalty expense. The management fees were charged by the Company's US parent, Medical Imaging. Mitchell Geisler, the Company's President is also a director and officer and a major shareholder of Medical Imaging.

Royalty Expense

Royalty expense for the three ended December 31, 2019 was \$33,115 compared to Nil for the three months ended December 31, 2018. During the three month period in 2018, the Company paid royalty expense of approximately \$29,409 paid through management fees to Medical Imaging. On October 1, 2018, the Company became party to an Amended and Restated Secured Royalty Purchase Agreement and as such pays a gross monthly sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) (see Royalty Agreement below).

Finance Costs

For the three months ended December 31, 2019, the Company recorded finance costs of \$19,167 which was down by \$16,597 versus finance costs of \$35,764 for the three month period ended December 31, 2018. The decrease in finance costs during fiscal 2019 was primarily related to the repayment of the Thinking Capital Corporation loan and a reduction in the amount due to director.

Depreciation and Amortization

For the three months ended December 31, 2019, depreciation and amortization costs were \$11,570 versus \$3,034 for the same three month period in 2018. The increase in depreciation and amortization costs for the three month period in 2019, was due to an increase in the Company's office and computer lease assets.

General and Administrative

General and administrative costs totaled \$9,940 up \$3,376 for the three months ended December 31, 2019, compared to general and administrative costs of \$6,564 for the same three month period in 2018. The Company experienced an increase in general and administrative costs during the current period in fiscal 2019, as a result of the increased activity of the Company's operations.

Professional Fees

For the three months ended December 31, 2019, the Company recorded professional fees of \$35,163 up considerably by \$32,379 compared to \$2,784 for the three months ended December 31, 2018. The increase in professional fees for the three months ended December 31, 2019, was primarily attributed to increased audit costs in the fourth quarter as a result of the Company having its financial results audited for fiscal 2019 and 2018.

Premises Rental

For the three months ended December 31, 2019, the Company incurred premises rental costs of \$13,150 compared to premises rental costs of \$44,285 for the three months ended December 31, 2018. The decrease in premises rental costs during the three month period in fiscal 2019 was attributed to a reduction in rent costs after the Company moved its offices and the implementation of IFRS 16 and the new on-balance sheet accounting treatment for the Company's computer and premises rental leases.

Bad Debt

For the three months ended December 31, 2019, the Company recorded a bad debt expense of \$31,925 versus Nil for the three month period ended December 31, 2018. During fiscal 2019, the Company determined that an account receivable was deemed uncollectible and subsequently written off.

Insurance

Insurance expense for the three months ended December 31, 2019, was up by \$4,123 to \$5,010 when compared to \$887 for the same period in 2018. The increase experienced during the fiscal 2019 period was related to increased liability insurance coverage as a result of the growth of the Company's operations.

Computer Equipment Impairment

For the three months ended December 31, 2019 the Company wrote off its computer equipment in the amount of \$14,277 compared to Nil for the three months ended December 31, 2018. During the 4th quarter of fiscal 2019, the Company impaired the balance of its computer equipment upon an evaluation of its useful life.

Marketing

For the three months ended December 31, 2019, the Company recorded marketing costs of \$2,636 up \$1,158 compared to marketing costs of \$1,478 for the same three month period in 2018 as a result of the increased activity in the Company's operations.

Travel and Entertainment

Travel and entertainments costs were up by \$1,303 to \$1,759 for the three months ended December 31, 2019 compared to \$456 recorded during the same three month period ended December 31, 2018.

TOTAL EXPENSES

Total expenses for the three months ended December 31, 2019, were \$321,471 higher by \$63,332 compared to \$258,139 for the three month period ended December 31, 2018. The increase in total expenses for the three month period ended December 31, 2019 was primary related to an increase in professional fees of \$32,379, and increase in bad debt expense of \$31,925 and increase in salaries and wages of \$138,263, and an increase in computer equipment impairment totaling \$14,277. These increases experienced during the three month period in fiscal 2019 were partially offset by decreases in management fees of \$157,391, premises rental costs of \$31,135 and finance costs of \$16,597.

NET LOSS AND COMPREHENSIVE LOSS

As a result of the above factors, the net loss and comprehensive loss for the three months ended December 31, 2019, was \$50,217 up \$24,754 compared to a net loss and comprehensive loss of \$25,463 for the three months ended December 31, 2018.

LOSS PER SHARE – BASIC AND DILUTED

The loss per share-basic and diluted for the three months ended December 31, 2019 was \$ 314 versus the loss per share-basic and diluted of \$255 for the comparable three month period in 2018.

OFF-BALANCE SHEET ARRANGEMENTS

The Company did not enter into any off-balance sheet arrangements as of the date of this MD&A.

OPERATING SEGMENTS

CAPITAL EXPENDITURES

For the year ended December 31, 2019, the Company wrote off its property and equipment in the amount of \$14,277 (December 31, 2018: Nil). During the year ended December 31, 2018, the Company recorded additions to its property and equipment of \$4,238).

The Company anticipates that its capital expenditures will increase in future reporting periods as the Company increases its operations and seeks further opportunities of merit.

FINANCING ACTIVITIES

During the year ended December 31, 2019, the Company received proceeds of \$80,000 from long-term debt (December 31, 2018: \$100,000) and made repayments of \$72,266.

During the year ended December 31, 2019, the Company paid advances due to Parent Company, of \$159,264 (December 31, 2018: recorded advances received from Parent Company of \$288,089) and paid advances due to a director in the amount of \$24,600 (December 31, 2018: the Company received advances from a director of \$91,000).

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2019, the Company had a bank overdraft of \$2,103 compared to \$67,835 as at December 31, 2018. During the period ended December 31, 2019, the Company's primary use of funds was related to administrative expenses. At December 31, 2019, the Company had a working capital deficiency of \$741,064 compared to working capital deficiency of \$910,759 at December 31, 2018.

The Company's current assets as at December 31, 2019, excluding cash were \$622,010 (December 31, 2018: \$523,954) which consisted of accounts receivable in the amount of \$515,919 (December 31, 2018: \$508,990), due from parent company \$92,496 (December 31, 2018: Nil), HST receivable of \$6,145 (December 31, 2018: \$3,845) and prepaid expenses and deposits totalling \$7,450 (December 31, 2018: \$11,119).

Current liabilities as at December 31, 2019, were \$1,363,614 (December 31, 2018: \$1,434,713) which were comprised of bank overdraft in the amount of \$2,103 (December 31, 2018: \$67,835), accounts payables and accrued liabilities of \$1,170,874 (December 31, 2018: \$1,137,323), current portion of lease liabilities \$27,552 (December 31, 2018: Nil), due to director \$64,090 (December 31, 2018: \$96,120), current portion of long term debt in the amount of \$98,995 (December 31, 2018: \$66,667), and due to Parent Company Nil (December 31, 2018: \$66,768).

The continuing operations of the Company are dependent upon its ability to raise adequate financing and to continue its profitable operations in the future. For the year ended December 31, 2019, the Company had a net income and comprehensive income of \$105,974 and as at December 31, 2019 an accumulated deficit of \$849,533. These uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

Although the Company has been successful in borrowing funds in the past, there can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future. The Company has and may continue to have capital requirements in excess of its currently available resources.

Subsequent to December 31, 2019, financial markets have been negatively impacted by the novel Coronavirus or COVID-19, which was declared a pandemic by the World Health Organization on March 12, 2020. This has resulted in significant economic uncertainty and consequently it is difficult to reliably measure the potential impact of this uncertainty on our future financial results.

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and judgments

a. Trade receivables valuation – recoverability of receivables through the provision for doubtful accounts;

b. Depreciation of property and equipment – judgement is required in estimating the useful lives of property and equipment

c. Recoverability of deferred income tax assets – assessing whether the realization of tax losses against future taxable income for income tax purposes if probable.

d. Non-current asset impairment – assessing whether indicators of impairment exist at reporting year's end.

The Company's significant accounting policies and critical accounting estimates are summarized in Note 4 to the Financial Statements.

RECENTLY ADOPTED ACCOUNTING STANDARDS

Effective January 1, 2018, the Company adopted IFRS 9, Financial Instruments, which resulted in changes in accounting policies as described below. In accordance with the transitional provisions in the standard, the Company adopted retrospectively. There was no impact to these financial statements as a result of the adoption of the standard other than as outlined below:

IFRS 9, Financial Instruments

IFRS 9 replaces International Accounting Standard ("IAS") 39, Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for the classification, measurement and impairment of financial assets and hedge accounting. It establishes two primary measurement categories for financial assets:

(i) amortized cost and (ii) fair value either through profit or loss ("FVPL") or through other comprehensive income ("FVOCI"); establishes criteria for the classification of financial assets within each measurement category based on business model and cash flow characteristics; and eliminates the existing held for trading, held to maturity, available for sale, loans and receivable and other financial liabilities categories. IFRS 9 also introduces a new expected credit loss model for the purpose of assessing the impairment of financial assets and requires that there be a demonstrated economic relationship between the hedged item and hedging instrument.

The following table shows the previous classification under IAS 39 and the new classification under IFRS 9 for the Company's financial instruments:

	Financial instrument classification
	Under IAS 39	Under IFRS 9
Financial assets
Cash	FVTPL	FVTPL
Accounts receivable	Loans and receivables	Amortized cost
Due from parent company	Loans and receivables	Amortized cost
Financial liabilities Bank overdraft Accounts payable and accrued liabilities Due to related director Due to parent company Long term debt Capital lease obligation	FVTPL Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities Other financial liabilities	FVTPL Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost

IFRS 15 Revenue from Contracts with Customers

On January 1, 2018, the Company adopted, on a modified retrospective basis, the new rules under IFRS 15, Revenue from Contracts with Customers, which specify how and when an entity should recognize revenue, and which also require the entity to provide users of financial statements with more informative disclosures.

The standard provides a single, principles-based, five-step model to apply to each contract with a customer and requires the disclosure of revenue from contracts with customers disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The adoption of IFRS 15 had no material impacts on the financial statements. Therefore, the Company has not recorded a transition adjustment for the cumulative effect of applying IFRS at January 1, 2018.

In addition, under IFRS 15, certain costs to obtain a contract must be recognized as an asset and amortized as operating expenses over the period of time the customer is expected to maintain its service or over the contract term, if the entity expects to recover those costs. However, those incremental costs are limited to the costs that the entity would not have incurred if the contract

had not been successfully obtained. Such costs were not incurred by the Company and therefore, there was no impact to the Company on this change.

Under IFRS 15, the total consideration from a contract with multiple deliverables is now allocated to all performance obligations in the contract, based on the stand-alone selling price of each obligation, without being limited to a non-contingent amount. The adoption of IFRS 15 had no impact on cash flows from operating, investing and financing activities.

ROYALTY AGREEMENT

x Effective October 1, 2018, CTS will pay a gross sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) monthly to Flow.

x There is a cross-guarantee such that CTS will guarantee all royalty payments of MIC and vice-versa. Note that MIC is subject to the same gross sales royalty provisions as CTS; however, MIC is currently dormant and accordingly not generating any revenues giving rise to a royalty obligation.

x The Agreement will terminate on cumulative royalty payments to Flow reaching \$4M USD.

x CTS may buyout the royalty obligation with a payment of \$2M USD to Flow.

x Agreement secured by a general security agreement covering all of the CTS' current and future assets.

LONG TERM DEBT

	December 31, 2019	December 31, 2018
iCapital loan	98,995	95,834
	98,995	95,834
Less: current portion	(98,995)	(66,667)
Non-current portion	-	29,167

The Company has a term loan from iCapital Financial Services Corp. ("iCapital") as issued on December 5, 2018 for a principal amount of \$100,000 with a total cost of borrowing of \$143,000. The loan has daily payment of \$397 and matures in June 2020. There was a 3% initiation fee on the principal amount.

During the year ended December 31, 2019, the Company incurred finance costs of \$34,245 (2018 - \$4,792) on this loan.

The repayment terms on the iCapital loan were amended subsequent to yearend, (see Subsequent Event note below).

LEASE LIABILITIES

The Company leases end in July and August 2022. The aggregate lease payment is \$3,732/monthly.

The maturity of the lease liability is presented in the table below:

Current portion	\$ 27,552
Long term portion	60,697
Balance, December 31, 2019	\$ 88,249

SHARE CAPITAL AND RESERVES

a) Share Capital

Authorized: Unlimited number of common shares

Issued:

The following table sets out the changes in common shares during the periods set out.

Issued:	Number of Shares	Amount \$
Balance, December 31, 2018 and 2017	100	10
Shares issued June 30, 2019 (1)	33	50.000
Shares issued September 30, 2019 (2)	27	41,500
Balance, December 31, 2019	160	91,510

(1) On June 30, 2019, the Company issued 33 shares of class A common shares to its CEO/Director in exchange for \$50,000 of money previously loaned to the Company.

(2) On September 30, 2019, the Company issued 27 Class A common shares to its CFO in exchange for the \$15,000 loan from September 24, 2019 and for \$26,000 of past due salary.

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

	December 31,	December 31,
	2019	2018
Weighted Average Shares Outstanding, basic and diluted	123	100

At December 31, 2019 and 2018 the Company did not have any potential dilutive instruments.

b) Contributed Surplus

Contributed Surplus for the respective periods as follows:

	Amount \$
Balance, December 31, 2019, 2018 and 2017	39,159

RELATED PARTY TRANSACTIONS AND BALANCES

Related Party	Nature of Relationship
Mitchell Geisler CEO,	President and Director
Medical Imaging Corp.	CTS' US Parent Company
Robert Landau CFO,	Director

Related Party Transactions

During the year ended December 31, 2019, CTS paid Medical Imaging Corp ("MIC") management fees, for executive salaries and certain corporate overheads, of \$156,582 (2018 - \$622,372).

The amounts due to/from MIC are unsecured, non-interest bearing and due on demand.

Key Management Compensation

The Company defines key management personnel as its President/CEO, CFO and Board of Directors. Key management compensation for the year ended December 31, 2019 comprised salary of \$240,000 (2018 - \$Nil).

SUBSEQUENT EVENTS

Unless disclosed elsewhere, the Company's subsequent events comprise the following:

On January 31, 2020 the Company settled a small claims action, filed by a previous supplier, by way of 12 monthly payments of \$1,829.

On April 6, 2020 the Company agreed with its landlord to defer 40% of its office space rent for May and June 2020 until a later date.

On April 3, 2020, the Company agreed with iCapital to temporarily change its payment structure from \$400 per business day to \$1,250 per week until the end of May 2020.

On April 17, 2020 the Company received \$40,000 from the CEBA through TD Canada Trust. The loan is non-interest bearing until December 2022 at which time if paid back in full \$10,000 is forgivable and if not the loan becomes a 3 year interest bearing loan.

On April 23, 2020 the Company agreed with Flow capital to defer 50% of its royalty payments due in April, May, and June to the 4th quarter of 2020.

Management's Discussion and Analysis

For the Year Ended December 31, 2018

(Expressed in Canadian Dollars)

304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2, Telephone: (416) 350-151, Fax: (416) 900-0957 www.ctsrad.com.

OVERVIEW

The Company's registered head office is 304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2. The Company's website is www.ctsrad.com.

The following Management's Discussion and Analysis ("MD&A") of CTS should be read in conjunction with the Company's Audited Financial Statements for the year ended December 31, 2018 together with notes thereto (the "Financial Statements"). The Company's Audited Financial Statements for the year ended December 31, 2018, have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") an interpretations issued by the IFRS Interpretations Committee ("IFRIC"). All amounts herein are presented in Canadian dollars, unless otherwise noted. This Management's Discussion and Analysis is dated March 30, 2020 and has been approved by the Board of Directors of the Company.

FORWARD LOOKING STATEMENTS

This MD&A contains certain statements that may constitute "forward‐looking statements". Forward‐ looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, and business and financing plans. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of material risks and uncertainties. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward‐looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward‐looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company's ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

financings; the acceptance by the marketplace of new technologies and solutions; the Company's expectations regarding its competitive position; the Company's expectations regarding regulatory developments and the impact of the regulatory environment in which the Company operates; the Company's ability to attract and retain qualified management personnel and key employees; and anticipated trends and challenges in the Company's business and the markets in which it operates. Assumptions underlying the Company's working capital requirements are based on management's experience with other public companies. Forward-looking statements pertaining to the Company's need for and ability to raise capital in the future are based on the projected costs of operating a blockchain software development platform and management's experience with raising funds in current market circumstances. Forward-looking statements regarding treatment by governmental authorities assumes no material change in regulations, policies, or the application of the same by such authorities. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forwardlooking statements with the risks set forth.

OVERALL PERFORMANCE

For the year ended December 31, 2018, total revenue was higher by \$658,025 to \$4,260,153 compared to total revenue of \$3,602,128 for the year ended December 31, 2017. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume and the need for faster response times.

Total cost of sales during the current year 2018 including reading fees, medical images archiving, internet connectivity and, radiologists and medical director expenses were \$3,483,620 compared to \$2,888,781. Higher cost of sales experienced during fiscal 2018 was primarily a result of increased operations due to higher demand for the Company's services.

As a result of the above, during the twelve month period ending December 31, 2018, gross margin increased by \$63,186 to \$776,533 versus gross margin of \$713,347 for the same 12 month period in 2017.

Total expenses for the year ended December 31, 2018, were \$883,528, lower by \$63,799 when compared to total expenses of \$947,327 for the year ended December 31, 2017. The primary factors relating to the decrease in total expenses during 2018 were a reduction in premises rental costs of \$43,579 and a decrease in general and administrative expenses of \$23,902.

As a result of the above factors, the net loss and comprehensive loss for the year ended December 31, 2018, was \$106,995 down \$126,985 compared to a net loss and comprehensive loss of \$233,980 for the year ended December 31, 2017. The loss per share-basic and diluted for the year ended December 31, 2018 was down by \$1,270 to \$1,070 versus a loss per share-basic and diluted of \$2,340 for the comparable twelve month period in 2017.

On March 13th, 2020, FogChain Corp. has filed its Form 2A Listing Statement with the CSE.

FINANCIAL INSTRUMENT RISK EXPOSURES AND MANAGEMENT

The Company's major financial risk factors and their impact on the financial statement are summarized below:

Credit risk

The Company's trade receivables are concentrated among customers in the healthcare industry, which may be affected by adverse government policy impacting that industry. As at December 31, 2018, three customers accounted for greater than 85% of the Company's trade receivable balance.

As at December 31, 2018 and 2017 and January 31, 2017, the Company's maximum exposure to credit risk is as follows:

	December 31, 2018 (\$)	December 31, 2017 (\$)	January 31, 2017 (\$)
Cash	-	-	61,481
Accounts receivable	508,990	576,276	462,825
Prepaid expenses and deposits	11,119	12,686	12,834
Due from Parent Company	-	221,261	-
Total	520,109	810,223	537,140

Liquidity risk

There have been no changes to this risk exposure from 2017. Trade and other payables are principally comprised of amounts outstanding for subcontracted radiologists and for amounts relating to operating activities. The standard maturity terms of the Company's trade and other payables are 30 to 60 days.

The following tables illustrate the contractual maturities of financial liabilities for the periods set out:

Payments Due by Period \$
Total	Less than 1	1 – 3	4-5	After 5
	year	years	years	years
67,835	67,835	-	-	-
		-	-	-
1,137,323	1,137,323
96,120	96,120	-	-	-
66,768	66,768	-	-	-
95,834	66,667	29,167	-	-
1,463,880	1,434,713	29,167	-	-

December 31, 2017			Payments Due by Period \$
	Total	Less than 1	1 – 3	4-5		After 5
		year	years	years		years
Bank overdraft	13,086	13,086	-		-	-
Accounts payable and			-		-	-
accrued liabilities	1,339,197	1,339,197
Capital lease obligation	1,459	1,459	-		-	-
Long term debt	278,365	278,365	-		-	-
TOTAL	1,632,107	1,632,107	-		-	-

January 31, 2017			Payments Due by Period \$
	Total	Less than 1	1 – 3	4-5	After 5
		year	years	years	years
Accounts payable and			-	-	-
accrued liabilities	936,688	936,688
Capital lease obligation	10,100	10,100	-	-	-
Due to Parent Company	71,683	71,683	-	-	-
Long term debt	125,935	125,935	-	-	-
TOTAL	1,144,409	1,144,409	-	-	-

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates. There have been no changes to this risk exposure from 2017.

Interest rate risk

Capital Management

The Company is not subject to externally imposed capital requirements.

SELECTED ANNUAL INFORMATION

	December 31, 2018	December 31, 2017
Total revenue	4,260,153	3,602,128
Gross margin	776,533	713,347
Net loss and comprehensive loss	(106,995)	(233,980)
Loss per share –basic and diluted	(1,070)	(2,340)
Total assets	547,542	824,562
Total long-term debt	29,167	-

December 31, 2018 – 2017

For the current year 2018, total assets were down by \$277,020 to \$547,542 versus total assets of \$824,562 at December 31, 2017. The reduction in the current period total assets is primarily attributed to a reduction of \$221,261 in the amount due from parent company, Medical Imaging Corp. ("Medical Imaging or Parent Company"), as well as a decrease in accounts receivable of \$66,286.

Total long-term debt was \$29,167 at December 31, 2018, compared to total long-term debt of Nil at December 31, 2017.

RESULTS OF OPERATIONS

REVENUES

Teleradiology

For the year ended December 31, 2018, the Company's teleradiology revenue was up by \$717,391 to \$4,175,122 representing an increase of 25% compared to teleradiology revenue of \$3,457,731 for the year ended December 31, 2017. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume and the need for faster response times.

Admin and Sublease

For the year ended December 31, 2018, the Company's admin and sublease revenue decreased by \$59,366 to \$85,031 versus admin and sublease revenue of \$144,397 for the year ended December 31, 2017. The decrease experienced during fiscal 2018, was mainly a result of a sublease by the Company which terminated in February 2018.

TOTAL REVENUE

Total revenue for the year ended December 31, 2018, was \$4,260,153 up \$658,025 compared to total revenue of \$3,602,128 for the year ended December 31, 2017. The increase in total revenue during fiscal 2018 is primarily a result of the increased teleradiology revenue which was partially offset by a reduction in admin and sublease revenue.

COST OF SALES

Reading Fees

For the year ended December 31, 2018, the Company's reading fees totaled \$3,362,315 higher by \$578,131 compared to reading fees of \$2,784,184 for the year ended December 31, 2017. The increase in reading fees during the current year is a result of the increased operations due to an increase in demand for the Company's services.

Medical Images Archiving

Medical images archiving costs for the year ended December 31, 2018, were \$66,510 up slightly by \$4,155 compared to medical images archiving costs of \$62,355 for the previous year in 2017. The minor increase was related to an increase in patient volume requiring diagnostic interpretation during fiscal 2018.

Internet Connectivity

For the year ended December 31, 2018, the Company's internet connectivity costs were down slightly by \$1,547 to \$21,495 compared to \$23,042 for the year ended December 31, 2017 as a result of the reduction in charges by the service provider.

Radiologists and Medical Director Expenses

For the year ended December 31, 2018, the Company incurred radiologists and medical director expenses of \$33,300 which was higher by \$14,100 compared to \$19,200 for the same twelve month period in 2017. The increased radiologists and medical director expenses was a result of the increased operations of the Company during current year.

TOTAL COST OF SALES

Total cost of sales during the current year 2018, including reading fees, medical images archiving, internet connectivity and radiologists and medical director expenses were \$3,483,620 compared to \$2,888,781 for the year ended December 31, 2017. Higher total cost of sales experienced during fiscal 2018 was primarily attributed to increased reading fees as result of the increased operations and demand for the Company's services.

GROSS MARGIN

As a result of the above revenues net of cost of sales, the Company's gross margin increased by \$63,186 to \$776,533 during the twelve month period ending December 31, 2018, versus gross margin of \$713,347 for the same 12 month period in 2017.

EXPENSES

Management Fees

For the year ended December 31, 2018, the Company recorded management fees of \$622,372 which was fairly consistent with management fees of \$623,804 for the same twelve month period in 2017. The management fees including executive salaries, corporate overhead royalty expense were charged by the Company's US parent, Medical Imaging. Mitchell Geisler, the Company's President is also a director and officer and a major shareholder of Medical Imaging.

Premises Rental

For the year ended December 31, 2018, the Company incurred premises rental costs of \$102,154 down \$43,579 compared to premises rental costs of \$145,733 for the year ended December 31, 2017. The decrease in premises rental costs during year ended December 31, 2018, was primarily attributed to a lease that expired in February 2018, resulting in a reduction of rent costs for the Company.

Interest Expense

For the year ended December 31, 2018, the Company recorded interest expense of \$86,035 which was higher by \$12,260 versus interest expense of \$73,775 for the year ended December 31, 2017. The increase in interest expense during fiscal 2018 was related to interest recorded on the addition of a \$100,000 of long-term loan from iCapital Financial Services Corp. during fiscal 2018 and interest recorded on the existing loan from Thinking Capital Corporation in the amount of \$278,365 at December 31, 2017, which was repaid in full in October 2018. The Company also recorded interest on higher bank overdraft during 2018.

General and Administrative

General and administrative costs totaled \$26,141 down \$23,902 for the year ended December 31, 2018 compared to general and administrative costs of \$50,043 for the twelve month period in 2017. The Company experienced a decrease in general and administrative costs during fiscal 2018 as a result of a reduction in administrative personnel and office supplies.

Professional Fees

For the year ended December 31, 2018, the Company recorded professional fees of \$16,754 up \$4,237 compared to \$12,517 for the year ended December 31, 2017.The increase in professional fees for the year ended December 31, 2018 was attributed to increased computer support services.

Depreciation

For the year ended December 31, 2018, depreciation expense was \$10,964 versus \$16,770 for the same twelve month period in 2017. The decrease in depreciation costs for fiscal 2018 was attributed to the disposal of equipment. During fiscal 2018, the Company recorded additions to its property and equipment in the amount of \$19,213 (December 31, 2017: \$17,194).

Insurance

Insurance expense for the year ended December 31, 2018, was down by \$6,735 to \$9,677 compared to insurance expense of \$16,412 during fiscal 2017. The decrease experienced during fiscal 2018 was related to a reduction in errors and omissions insurance coverage.

Salaries and Wages

For the year ended December 31, 2018, the Company recorded salaries and wages of \$6,196 compared to Nil for the year ended December 31, 2017. The increase in salaries was predominantly recorded in the 4th quarter of fiscal 2018, as a result of the increased operations of the Company.

Travel and Entertainment

Travel and entertainments costs were down by \$1,630 to \$1,757 for the year ended December 31, 2018 compared to \$3,387 recorded during the year ended December 31, 2017.

Marketing

For the year ended December 31, 2018, the Company recorded marketing costs of \$1,478 down \$3,408 compared to marketing costs of \$4,886 for the same twelve month period in 2017. During fiscal 2018, the Company reduced its marketing contracts.

TOTAL EXPENSES

Total expenses for the year ended December 31, 2018, were \$883,528, lower by \$63,799 compared to \$947,327 for the year ended December 31, 2017. The primary factors relating the decrease in total expenses during fiscal 2018 were a reduction in premise rental costs of \$43,579 and a decrease in general and administrative expenses of \$23,902.

NET LOSS AND COMPREHENSIVE LOSS

As a result of the above factors, the net loss and comprehensive loss for the year ended December 31, 2018, was \$106,995 down \$126,985 compared to the net loss and comprehensive loss of \$233,980 for the year ended December 31, 2017.

LOSS PER SHARE – BASIC AND DILUTED

The loss per share-basic and diluted for the year ended December 31, 2018 was down by \$1,270 to \$1,070 versus a loss per share-basic and diluted of \$2,340 for the comparable twelve month period in 2017.

SUMMARY OF QUARTERLY RESULTS

The following tables reflect the summary of quarterly results for the periods set out:

	December 31,	September 30,	June 30,	March 31,
Quarter Ended	2018	2018	2018	2018
Total revenue	1,176,387	1,095,827	1,012,125	975,814
Gross margin	232,676	184,083	189,294	170,480
Expenses	258,139	176,854	175,895	272,640
Net income (loss)	(25,463)	7,229	13,399	(102,160)
Income (loss) per share–basic and diluted	(255)	72	134	(1,022)

Fiscal 2018

In fiscal 2018, gross margin over the four quarters rose as result of increased revenue which was partially offset by higher cost of sales including readings fees.

Expenses over the four quarters in fiscal 2018 fluctuated primarily due to changes in interest expense, premises rental, professional fees, insurance and salaries and wages.

	December 31,	September 30,	June 30,	March 31,
Quarter Ended	2017	2017	2017	2017
Total revenue	1,000,727	985,996	853,286	762,120
Gross margin	201,987	195,849	166,059	149,452
Expenses	240,382	257,723	230,244	218,978
Net income (loss)	(38,395)	(61,874)	(64,185)	(69,527)
Income (loss) per share–basic and diluted	(384)	(619)	(642)	(695)

Fiscal 2017

Revenue over the four quarters during fiscal 2017 grew steadily, as demand for the Company's teleradiology services increased. Admin and sublease revenue remained relatively consistent throughout the four quarters.

During fiscal 2017, gross margin over the four quarters rose consistently as result of increased revenue which was partially offset by the gradual higher cost of sales including readings fees.

Expenses over the four quarters in fiscal 2017 fluctuated primarily due to changes in interest expense, premises rental, professional fees, insurance and general and administrative costs.

FOURTH QUARTER RESULTS

Quarter Ended	December 31, 2018	December 31, 2017
Total revenue	1,176,387	1,000,727
Gross margin	232,676	201,987
Expenses	258,139	240,382
Net loss	(25,463)	(38,395)
Loss per share–basic and diluted	(255)	(384)

REVENUES

Teleradiology

For the three months ended December 31, 2018, the Company's teleradiology revenue increased by \$192,516 to \$1,157,520 compared to teleradiology revenue of \$965,004 for the three months ended December 31, 2017. The primary increase in revenue during the current period was attributed to the increased utilization of the Company's teleradiology services to client hospitals and clinics as a result of increased patient volume and the need for faster response times.

Admin and Sublease

For the three months December 31, 2018, the Company's admin and sublease revenue decreased by \$16,856 to \$18,867 versus admin and sublease revenue of \$35,723 for the three months ended December 31, 2017. The decrease experienced during three month period in fiscal 2018 was mainly a result of a sublease by the Company which terminated in February 2018.

TOTAL REVENUE

Total revenue for the three months December 31, 2018, was \$1,176,387 up \$175,660 compared to \$1,000,727 for the three months ended December 31, 2017. The increase in total revenue is primarily a result of the increased teleradiology revenue which was partially offset by a reduction in admin and sublease revenue.

COST OF SALES

Reading Fees

For the three months ended December 31, 2018, the Company's reading fees totaled \$912,419 higher by \$139,632 compared to reading fees of \$772,787 for the three months ended December 31, 2017. The increase in reading fees is a result of the increased operations due to increased demand for the Company's services.

Medical Images Archiving

Medical images archiving costs for the three months ended December 31, 2018, were \$17,125 up slightly by \$1,338 compared medical images archiving costs of \$15,787 for the three month period ended December 31, 2017. The minor increase was related to an increase in patient volume requiring diagnostic interpretation during fiscal 2018.

Internet Connectivity

For the three months ended December 31, 2018, the Company's internet connectivity costs were \$5,367 which were consistent with internet connectivity costs of \$5,366 for the same three month period in fiscal 2017.

Radiologists and Medical Director Expenses

For the three months ended December 31, 2018, the Company incurred radiologists and medical director expenses of \$8,800 compared to radiologists and medical director expenses of \$4,800 for the three month period ended December 31, 2017. The higher costs experienced during the three month period ended December 31, 2018, was related to the increased operations of the Company.

TOTAL COST OF SALES

Total cost of sales during the current three month period ended December 31, 2018, including reading fees, medical images archiving, internet connectivity, and radiologist and director expenses were \$943,711 compared to \$798,740 for the same three month period in fiscal 2017. Higher cost of sales experienced during 2018 was primarily attributed to increased reading fee costs as result of increased operations and demand for the Company's services.

GROSS MARGIN

As a result of the above revenues net of cost of sales, the Company's gross margin increased by \$30,689 to \$232,676 for the three month period ending December 31, 2018, versus gross margin of \$201,987 for the same three month period in 2017.

EXPENSES

Management Fees

For the three months ended December 31, 2018, the Company recorded management fees which include executive salaries, corporate overhead and royalty expense in the amount of \$157,391, up \$4,809 compared to management fees of \$152,582 for the same three month period in 2017. The management fees were charged by the Company's US parent, Medical Imaging. Mitchell Geisler, the Company's President is also a director and officer and a major shareholder of Medical Imaging.

Premises Rental

For the three months ended December 31, 2018, the Company incurred premises rental costs of \$44,285 up \$7,739 compared premises rental costs of \$36,546 for the three months ended December 31, 2017. The increase in premises rental costs during the three month period in fiscal 2018 was primarily a result of an increase in gross rent and related expenses and a deposit that was expensed.

Interest Expense

For the three months ended December 31, 2018, the Company recorded interest expense of \$35,764 which was up by \$7,274 versus interest expense of \$28,490 for the three month period ended December 31, 2017. The increase in interest expense during 2018 was related to interest recorded on the addition of a \$100,000 of long-term loan from iCapital Financial Services Corp., and interest recorded on higher bank overdraft.

General and Administrative

General and administrative costs totaled \$6,564 down \$2,038 for the three months ended December 31, 2018, compared to general and administrative costs of \$8,602 for the same three month period in 2017. The Company experienced a decrease in general and administrative costs during current period in fiscal 2018, as a result of a reduction in administrative personnel and office supplies.

Professional Fees

For the three months ended December 31, 2018, the Company recorded professional fees of \$2,784 up by \$2,136 compared to \$648 for the three months ended December 31, 2017. The increase is attributed to an increased computer support services.

Depreciation

For the three months ended December 31, 2018, depreciation expense was \$3,034 versus \$4,874 for the same three month period in 2017. The decrease in depreciation costs for the three month period in 2018, was due to a disposal of equipment.

Insurance

Insurance expense for the three months ended December 31, 2018, was down by \$3,071 to \$887 when compared to \$3,958 for the same period in 2017. The decrease experienced during the fiscal 2018 period was related to a reduction in errors and omissions insurance coverage.

Salaries and Wages

For the three months ended December 31, 2018, the Company recorded salaries and wages of \$5,496 compared to Nil for the same three month period ended December 31, 2017. The increase in salaries recorded in the 4th quarter of fiscal 2018, was a result of the increased operations of the Company.

Travel and Entertainment

Travel and entertainments costs were down by \$2,036 to \$456 for the three months ended December 31, 2018 compared to \$2,492 recorded during the same three month period ended December 31, 2017.

Marketing

For the three months ended December 31, 2018, the Company recorded marketing costs of \$1,478 down \$712 compared to marketing costs of \$2,190 for the same three month period in 2017 as a result of the Company reducing its marketing contracts.

TOTAL EXPENSES

Total expenses for the three months ended December 31, 2018, were \$258,139 higher by \$17,757 compared to \$240,382 for the three month period ended December 31, 2017. The increase in total expenses for the three month period ended December 31, 2018 was primary related to an increases in premises rental costs and interest expense.

NET LOSS AND COMPREHENSIVE LOSS

As a result of the above factors, the net loss and comprehensive loss for the three months ended December 31, 2018, was \$25,463 down \$12,932 compared to the net loss of \$38,395 for the three months ended December 31, 2017.

LOSS PER SHARE – BASIC AND DILUTED

The loss per share-basic and diluted for the three months ended December 31, 2018 was \$255 versus the loss per share-basic and diluted of \$384 for the comparable three month period in 2017.

OFF-BALANCE SHEET ARRANGEMENTS

The Company did not enter into any off-balance sheet arrangements as of the date of this MD&A.

SEGMENTED INFORMATION

CAPITAL EXPENDITURES

For the year ended December 31, 2018, the Company recorded additions to its computer equipment of \$19,213 (December 31, 2017: \$17,194).

The Company anticipates that its capital expenditures will increase in future reporting periods as the Company increases its operations and seeks further opportunities of merit.

FINANCING ACTIVITIES

During the year ended December 31, 2018, the Company received proceeds of \$100,000 from longterm debt (December 31, 2017: \$380,801) and repaid \$282,531 of long term debt (December 31, 2017: \$228,374).

During the year ended December 31, 2018, the Company recorded advances from Parent Company, of \$288,089 (December 31, 2017: repayment to Parent Company of \$292,945) and advances from a director in the amount of \$91,000 (December 31, 2017: Nil).

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2018, the Company had a bank overdraft of \$67,835 compared to \$13,086 as at December 31, 2017, representing an increase in overdraft of \$54,749. During the period ended December 31, 2018, the Company's primary use of funds was related to administrative expenses. At December 31, 2018, the Company had a working capital deficiency of \$910,759 compared to working capital deficiency of \$824,682 at December 31, 2017, representing an increase in working capital deficiency of \$86,077.

The Company's current assets as at December 31, 2018, excluding cash were \$523,954 (December 31, 2017: \$809,223) which consisted of accounts receivable in the amount of \$508,990 (December 31, 2017: \$575,276), HST receivable of \$3,845 (December 31, 2017: Nil) and prepaid expenses and deposits totalling \$11,119 (December 31, 2017: \$12,686).

Current liabilities as at December 31, 2018, were \$1,434,713 (December 31, 2017: \$1,633,905) which were comprised of bank overdraft in the amount of \$67,835 (December 31, 2017: \$13,086), accounts payables and accrued liabilities of \$1,137,323 (December 31, 2017: \$1,339,197), due to director \$96,120 (December 31, 2017: Nil), due to Parent Company \$66,768 (December 31, 2017: Nil),and current portion of long term debt in the amount of \$66,667 (December 31, 2017: \$278,365). At December 31, 2017, the Company also had HST payable in the amount of \$1,798 and capital lease obligation of \$1,459.

The continuing operations of the Company are dependent upon its ability to raise adequate financing and to continue its profitable operations in the future. For the year ended December 31, 2018, the Company had a loss and comprehensive loss of \$106,995 and as at December 31, 2018 an accumulated deficit of \$955,507. These uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and judgments

a. Trade receivables valuation – recoverability of receivables through the provision for doubtful accounts;

b. Depreciation of property and equipment – judgement is required in estimating the useful lives of property and equipment

c. Recoverability of deferred income tax assets – assessing whether the realization of tax losses against future taxable income for income tax purposes if probable.

d. Non-current asset impairment – assessing whether indicators of impairment exist at reporting year's end.

The Company's significant accounting policies and critical accounting estimates are summarized in Note 4 to the Financial Statements.

FIRST TIME ADOPTION OF IFRS

The Company adopted IFRS on January 1, 2018 with a transition date of January 1, 2017. Under IFRS 1 First Time Adoption of International Financial Reporting Standards, IFRS has been applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under ASPE taken to retained earnings notwithstanding certain exemptions being applied.

The Company has complied with the following mandatory exemptions:

e. IFRS 1 allows the Company to apply the derecognition requirements of IAS 39 retrospectively from a date of the entity's choosing. The Company has chosen the transition date.

f. Estimates – hindsight is not to be used to create or revise estimates. The estimates previously made by the Company under ASPE were not revised for the application of IFRS.

IFRS employs a conceptual framework that is similar to ASPE. The adoption of IFRS resulted in no adjustment to the previously reported assets, liabilities, equity, operating results and cash flows of the company. Accordingly, no ASPE to IFRS reconciliations have been presented.

ACCOUNTING STANDARDS ISSUED, BUT NOT YET EFFECTIVE

At the date of authorization of these financial statements, the IASB issued the following standards that are effective for reporting periods ending after these financial statements and which the Company may be required to adopt in future reporting periods.

IFRS 16 Leases: Issued in January 2016 by the IASB and will replace IAS 17 Leases. IFRS 16 will bring most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 is effective for annual reporting periods beginning on or after January 1, 2019.

COMMITMENTS

The Company leases its premises under a non-cancellable operating lease that expires in July 2022.

Future minimum lease payments, by year, and the aggregate, are as follows:

Year	Amount \$
2019	49,368
2020	34,914
2021	34,914
2022	20,366
	139,562

Under the terms of the lease agreement, the Company is also required to pay its proportionate share of common area maintenance costs, property taxes and other operating expenses.

ROYALTY AGREEMENT

On October 1, 2018, CTS became party to the Amended and Restated Secured Royalty Purchase Agreement (the "Agreement") between CTS' parent company, Medical Imaging Corp. ("MIC"), see Note 11, and Flow Capital Corp ("Flow"). The terms impacting CTS are as follows:

x Effective October 1, 2018, CTS will pay a gross sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) monthly to Flow.

x There is a cross-guarantee such that CTS will guarantee all royalty payments of MIC and viceversa. Note that MIC is subject to the same gross sales royalty provisions as CTS; however, MIC is currently dormant and accordingly not generating any revenues giving rise to a royalty obligation.

x The Agreement will terminate on cumulative royalty payments to Flow reaching \$4M USD.

x CTS may buyout the royalty obligation with a payment of \$2M USD to Flow.

x Agreement secured by a general security agreement covering all of the CTS' current and future assets.

LONG TERM DEBT

	December 31, 2018		December 31, 2017		January 1, 2017
iCapital loan	\$	95,834	\$	-	\$	-
Thinking Capital loan		-		278,365		-
On Deck Capital loan		-		-		125,938
		95,834		278,365		125,938
Less: current portion		(66,667)		(278,365)		(125,938)
Non-current portion	\$	29,167	\$	-	\$	-

iCapital

The Company has a term loan from iCapital Financial Services Corp. ("iCapital") issued on December 5, 2018 for a principal amount of \$100,000. Total repayments under the loan are \$143,000, which comprises principal, interest and a \$3,000 loan initiation fee. The loan has daily business day payments of \$397 and matures in June 2020.

On May 8, 2019, the Company borrowed an additional \$80,000 from iCapital and the daily payment on the two loans was adjusted to \$600 per day, with maturity extended to November 2020. On September 12, 2019, iCapital agreed to reduce the daily payments to \$300 per day until January 10, 2020.

During the year ended December 31, 2018, the Company incurred interest of \$4,792 (2017-\$nil).

Thinking Capital

The Company had a term loan from Thinking Capital Corporation ("Thinking") issued on July 28, 2017, for a principal amount of \$291,500 and a subsequent draw of \$89,301. The loan had 248 daily payments of \$1,419, interest rate of 29% and an origination fee of \$8,745.

The Thinking loan was secured by personal guarantees from the Company's CEO and CFO.

CTS repaid the Thinking loan in October 2018.

During the year ended December 31, 2018, the Company incurred interest of \$65,594 (2017- \$47,311).

On Deck Capital

The Company had a term loan from On Deck Capital ("On Deck") issued on September 30, 2016, for a principal amount of \$150,000. The loan had 65 weekly payments of \$2,979.92, interest rate of 20.75% and an origination fee of \$8,745.

The On Deck loan was secured by personal guarantees from the Company's CEO and CFO.

CTS repaid the On Deck loan in June 2017.

During the year ended December 31, 2017, the Company incurred interest of \$28,872.

SHARE CAPITAL AND RESERVES

a) Share Capital

Authorized: Unlimited number of common shares

Issued:

The following table sets out the changes in common shares during the periods set out.

Issued:	Number of Shares	Amount \$
Common shares	100	10
Balance, December 31, 2018, 2017 and January 1, 2017	100	10

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding:

	December 31,	December 31,
	2018	2017
Weighted Average Shares Outstanding, basic and diluted	100	100

At December 31, 2018 and 2017 the Company did not have any potential dilutive instruments.

b) Contributed Surplus

Contributed Surplus for the respective periods as follows:

	Amount \$
Balance, December 31, 2018, 2017 and January 1, 2017	39,159

RELATED PARTY TRANSACTIONS AND BALANCES

During the year ended December 31, 2018 and 2017, the Company entered into various transactions with related parties. The related parties consist of officers, directors and shareholders or companies controlled directly or indirectly by them. Details of the related parties including transactions and balances owing, or receivable are as follows:

Related Party	Nature of Relationship
Mitchell Geisler	CEO, President and Director
Medical Imaging Corp.	CTS' US Parent Company

Related Party Transactions

In June 2018, Mitchell Geisler loaned the Company \$91,000. The loan is due on demand, bears interest at 12% per annum and is secured by the present and future assets of the Company. As of December 31, 2018 the balance of the loan was \$91,000 in principal and \$5,120 in accrued interest. The loan agreement was amended on June 29, 2019 increasing the loan amount and interest outstanding to \$100,655 with repayment in full required on June 30, 2020.

During the year ended December 31, 2018, CTS paid Medical Imaging Corp ("MIC") management fees, for executive salaries and certain corporate overheads, of \$622,372 (2017 - \$623,804).

The amounts due to/from MIC are unsecured, non-interest bearing and due on demand.

Key Management Compensation

The Company defines key management personnel as its President and Director. Key management compensation for the year ended December 31, 2018 was \$Nil (2017 - \$Nil).

SUBSEQUENT EVENTS

On March 26, 2019, the Company leased three Dell servers for \$811/monthly on a three-year lease.

On June 30, 2019, the Company issued 33 shares of class A common shares to its CEO/Director in exchange for \$50,000 of money previously loaned to the Company. See related party Note 11 director loan.

On July 31, 2019, the Company entered into an agreement with its landlord to move locations within the building to a smaller location and for a new term of 3 years. The new base rent is \$34,914 per year.

On September 24, 2019, the Company borrowed \$15,000 from an employee with no set terms. On September 30, 2019, the Company issued 27 Class A common shares to an employee in exchange for the \$15,000 loan from September 24, 2019 and for \$26,000 of past due salary.

On October 15, 2019 the Company was sued by a former contractor for \$23,275 plus interest and costs. The suit was filed with Ontario Superior Court of Justice, Small Claims Court. CTS acknowledges the claim and has proposed settlement by way of monthly payments of \$1,829 commencing January 2020.

On December 17th, 2019, the Company signed a Securities Exchange Agreement with FogChain whereby FogChain would acquire all the issued and outstanding shares of the Company in exchange for 15,000,000 shares of FogChain Corp and have its shares listed on the CSE.

On March 13th, 2020, FogChain Corp. has filed its Form 2A with the CSE and both FogChain Corp. and the Company are working towards closing the Securities Exchange Agreement transaction.

SCHEDULE "D" UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2020 AND MD&A OF CANADIAN TELERADIOLOGY SERVICES, INC.

As at,	June 30, 2020 $($ \$)	December 31, 2019 $($ \$)
Assets
Current Assets
Cash	58,300
Accounts receivable (Note 3)	413,893	515,919
Due from parent company (Note 10)	19,991	92,496
HST receivable	8,507	6,145
Prepaid expenses and deposits	9,613	7,450
Total Current Assets	510,304	622,010
Investment in associate (Note 4)	142,395
Right-of-use assets (Note 5)	67,072	83,437
Total Assets	719,771	705,447
Liabilities and Shareholders' Deficiency Current Liabilities
Bank overdraft		2,103
Accounts payable and accrued liabilities (Note 6)	1,108,906	1,170,874
Current portion of lease liabilities (Note 7)	30,605	27,552
Current portion of long-term debt (Note 8)	69,163	98,995
Due to director (Note 10)	67,130	64,090
Total Current Liabilities	1,275,804	1,363,614
Non-Current Liabilities
Lease liabilities (Note 7)	44,861	60,697
CEBA loan (Note 8)	40,000
Total Non-Current Liabilities	84,861	60,697
Total Liabilities	1,360,665	1,424,311
Shareholders' Deficiency
Common share capital (Note 9)	130,669	130,669
Deficit	(771, 563)	(849, 533)
Total Shareholders' Deficiency	(640, 894)	(718, 864)
Total Liabilities and Shareholders' Deficiency	719,771	705,447

	Three Months Ended		Six Months Ended
	June 30		June 30
	2020	2019	2020	2019
	$($ \$)	$($ \$)	$($ \$)	(5)
Revenues
Teleradiology	1,153,827	1,382,493	2,404,650	2,476,758
Admin and sublease and other	60,335	54,946	93,377	75,286
Total Revenue	1,214,162	1,437,439	2,498,027	2,552,044

Cost of Sales
Reading fees	923,572	1,108,382	1,926,007	1,985,977
Medical images and archiving	13,446	18,385	30,065	35,182
Internet connectivity	3,088	5,360	7,050	10,717
Radiologists and medical director expenses	10,200	9,600	19,440	18,600
Total Cost of Sales	950,306	1,141,727	1,982,562	2,050,476
Gross Profit	263,856	295,712	515,465	501,568

Expenses
Salaries and wages (Note 10)	82,645	77,442	187,861	105,794
Royalty (Note 11)	28,648	29,195	61,452	29,195
Management fees				156,582
Finance costs	14,485	23,303	33,158	44,474
General and administrative	22,003	10,127	36,622	24,144
Professional fees	69,924	450	83,769	450
Depreciation and amortization (Note 5)	8,183	17,287	16,365	34,575
Insurance	2,744	3,836	7,869	8,278
Premises rental	2,811	9,726	5,102	15,016
Foreign exchange	282		1,362
Travel and entertainment		669	694	783
Marketing	3,229		3,241	196
Total Expenses	234,954	172,035	437,495	419,487
Net Income and Comprehensive Income	28,902	123,677	77,970	82,081
Comprehensive Income per Share - Basic and Diluted	181	1,237	487	821
Weighted Average Number of Common Shares Outstanding	160	100	160	100

		ооннион энагез
	# of Shares	Amount 5	Contributed Surplus	Deficit \$	Total Shareholders' Deficiency
Balance, December 31, 2018	100	10	39,159	(955, 507)	(916, 338)
Shares issued June 30, 2019	33	50,000			50,000
Net Income				82,081	82,081
Balance, June 30, 2019	133	50,010	39,159	(873,426)	(784, 257)

Balance, December 31, 2019	160	91,510	39,159	(849, 533)	(718, 864)
Net income				77.970	77,970
Balance, June 30, 2020	160	91,510	39.159	(771,563)	(640, 894)

For the Six Months Ended June 30,	2020 (5)	2019
		(S)
Cash provided by (used for):
Operating activities
Net income and comprehensive income	77,970	82,081
Add items not affecting cash:
Depreciation and amortization	16,365	34,575
Interest accrued on director loan	3,039	5,276
	97,374	121,932

Changes in working capital items Accounts receivable	102,026	26,147
HST receivable/payable	(2, 362)	6,476
Prepaid expenses and deposits	(2, 163)	1,173
Accounts payable and accrued liabilities	(65,008)	(48, 884)
	129,867	106,844

Investing activities
Purchase of computer equipment		(2, 537)
		(2,537)
Financing activities
Advances to parent company	(69, 889)	(83, 794)
Advances from directors	3,040	14,931
Lease payments	(12, 783)	(22, 939)
Proceeds from long-term debt	40,000	80,000
Repayments of long-term debt	(29, 832)	(36, 133)
	(69, 464)	(47, 935)
Increase in cash	60,403	56,372
Bank overdraft, beginning of period	(2, 103)	(67, 835)
Cash (bank overdraft), end of period	58,300	(11, 463)

	Aging in Days
	Accounts Receivable	Current		31 to 60	61 to 90		$91 +$
December 31, 2019	\$515,919	\$515,492	S	49		378		$\,$
June 30, 2020	\$413,893	\$400,983		6.828		$\overline{\phantom{a}}$	\$6,082

Balance at January 1, 2020
Investment in associate	142.394
Loss from investment in associate
Balance at June 30, 2020	142.394

Total assets	868
Total liabilities	4.803.428
Loss for the 6 months January to June 2020	259,444

Balance, January 1, 2019	\$129,509
Amortization	(46.072)
Balance, December 31, 2019	83.437
Amortization	(16, 365)
Balance, June 30, 2020	\$67.072

	June 30, 2020	December 31, 2019
Accounts payable	944.861	\$1,042,209
Accrued liabilities	164.045	128.665
	\$1.108.906	\$1,170,874

Balance, January 1, 2019	\$
Additions	123.659
Lease payments	(35, 410)
Balance, December 31, 2019	88.249
Lease payments	(12,783)
Balance, June 30, 2020	75,466

	June 30, 2020	December 31, 2019
Current portion	\$ 30.605	\$27.552
Long term portion	44.861	60.697
Balance, June 30, 2020	\$75,466	\$88.249

Balance, January 1, 2019	\$95,834
Proceeds	80,000
Debt repayments	(76, 839)
Balance, December 31, 2019	98.995
Proceeds	40.000
Debt repayments	(29, 832)
Balance, June 30, 2020	109,163

	June 30, 2020	December 31, 2019
iCapital Financial Services Corp.	\$69.163	\$98.995
TD Canada Trust - CEBA	\$40.000	$\overline{\phantom{a}}$

Related Party	Nature of Relationship
Mitchell Geisler	CEO , President and Direct
Robert Landau	CFO and Director
Medical Imaging Corp. ("MIC")	CTS' US Parent Company

Non-cash transactions	June 30, 2020 (\$)	June $30,2019($ \$)
Shares issued for settlement of cash advances	$\overline{\phantom{a}}$	50.000
Shares received in lieu of advances due from MIC	142.395	$\sim$

Management's Discussion and Analysis For the Three and Six Months Ended June 30, 2020

(Expressed in Canadian Dollars)

304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2, Telephone: (416) 350-151, Fax: (416) 900-0957 www.ctsrad.com.

OVERVIEW

The Company's registered head office is 304-85 Scardale Rd., Toronto, ON, Canada M3B 2R2. The Company's website is www.ctsrad.com.

The following Management's Discussion and Analysis of CTS should be read in conjunction with the Company's Unaudited Condensed Interim Financial Statements for the three and six months ended June 30, 2020 and notes thereto. This Management's Discussion and Analysis is dated August 17, 2020 and has been approved by the Board of Directors of the Company.

The Company's Unaudited Condensed Interim Financial Statements for the three and six months ended June 30, 2020, were prepared using the same accounting policies and methods of computation as those described in our Audited Financial Statements for the year ended December 31, 2019. Any subsequent changes to IFRS that are given effect in the Company's annual financial statements for the year ending December 31, 2020 could result in restatement of the Unaudited Condensed Interim Financial Statements. The Unaudited Condensed Interim Financial Statements should be read in conjunction with the Audited Financial Statements for the year ended December 31, 2019. All amounts herein are presented in Canadian dollars, unless otherwise noted.

FORWARD LOOKING STATEMENTS

This MD&A contains certain statements that may constitute "forward-looking statements". Forward-looking statements include but are not limited to, statements regarding future anticipated business developments and the timing thereof, regulatory compliance, sufficiency of working capital, and business and financing plans. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made and they involve a number of material risks and uncertainties. Although the Company believes that

such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or which by their nature refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the Company's ability to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.

The Company has based the forward-looking statements largely on the Company's current expectations, estimates, assumptions, and projections about future events and financial and other trends that the Company believes, as of the date of such statements, may affect its business, financial condition and results of operations. Such expectations, estimates, assumptions, and projections, many of which are beyond the Company's control, include, but are not limited to: management's expectations regarding the future business, objectives and, operations of the Company; the Company's anticipated cash needs and the need for additional financing; the Company's ability to successfully complete future financings; the acceptance by the marketplace of new technologies and solutions; the Company's expectations regarding its competitive position; the Company's expectations regarding regulatory developments and the impact of the regulatory environment in which the Company operates; the Company's ability to attract and retain qualified management personnel and key employees; and anticipated trends and challenges in the Company's business and the markets in which it operates. Assumptions underlying the Company's working capital requirements are based on management's experience with other public companies. Forward-looking statements pertaining to the Company's need for and ability to raise capital in the future are based on the projected costs of operating and management's experience with raising funds in current market circumstances. Forward-looking statements regarding treatment by governmental authorities assumes no material change in regulations, policies, or the application of the same by such authorities. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements with the risks set forth.

OVERALL PERFORMANCE

For the six months ended June 30, 2020, total revenue was lower by \$54,017 to \$2,498,027 compared to total revenue of \$2,552,044 for the six months ended June 30, 2019. The primary decrease in revenue during the current period was attributed to the decreased utilization of the Company's teleradiology services to client hospitals and clinics as a result of a reduction in patient volume due to COVID-19.

Total cost of sales during the six months ended June 30, 2020, including reading fees, medical images archiving, internet connectivity, radiologists and medical director expenses were \$1,982,562 compared to \$2,050,476 for the same six-month period in 2019. Lower cost of sales experienced during the six-month period in 2020, was primarily a result of decreased reading fees as hospitals and clinics requiring the Company's services experienced a reduction in patient volumes primarily related to COVID-19

As a result of the above, during the six-month period ending June 30, 2020, gross margin decreased by \$13,897 to \$515,465 versus gross margin of \$ 501,568 for the same six-month period in 2019.

Total expenses for the six months ended June 30, 2020, were \$437,495, lower by \$18,008 when compared to total expenses of \$419,487 for the six months ended June 30, 2019. The primary factors relating to the increase in total expenses during the six-month period in 2020 were an increase professional fees of \$83,319, an increase in salaries and wages of \$82,067, and an increase in royalty expense totaling \$32,257. These were partially offset by a decrease in management fees of \$156,582 and a decrease in depreciation and amortization of \$18,210.

As a result of the above factors, the Company recorded a net income and comprehensive income for the six months ended June 30, 2020, of \$77,970 down slightly, by \$4,111, as compared to a net income and comprehensive income of \$82,081 for the six months ended June 30, 2019. The income per share-basic and diluted for the six months ended June 30, 2020 was \$487 versus income per share-basic and diluted of \$821 for the comparable six-month period in 2019.

PROPOSED TRANSACTION

On June 24, 2020 and as amended on July 3, 2020 the Company signed a Letter of Intent for a Qualifying Transaction with Good2Go2 Corp. ("G2G2"), a Capital Pool Company ("CPC"), listed on the TSXV.

On July 15, 2020, the Company signed a Business Combination Agreement with G2G2, whereby G2G2 will acquire all the issued and outstanding shares of the Company in exchange for 27,275,000 shares of G2G2 (the "Transaction"). The Transaction will constitute a Qualifying Transaction for the TSXV. Upon completion of the Transaction the resulting issuer will change its name to such other name as acceptable to the parties and will operate the business of CTS.

Effective on the closing of the proposed transaction it is anticipated that the current members of the board of directors of G2G2 and the current management of G2G2 will resign and be replaced by nominees to the board appointed by CTS and the existing management team of CTS will replace the current management of G2G2.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to completion of a concurrent financing of not less than \$4 million, completion of due diligence, receipt of all required regulatory, corporate and third-party approvals, and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the proposed transaction.

As a condition of closing the Transaction, CTS and Flow have agreed that at the time of closing of the Transaction the royalty owned to Flow will be bought out by the Company for \$1,500,000 and 3,500,000 shares of G2G2 (see Royalty Agreement below).

TERMINATION OF FOGCHAIN TRANSACTION

On December 17th, 2019, the Company and its shareholders' entered into a Securities Exchange Agreement with FogChain Corp. ("FogChain") whereby FogChain would acquire all the issued and outstanding shares of the Company in exchange for shares of FogChain. The Securities Exchange Agreement was subsequently terminated effective June 22nd, 2020.

FINANCIAL INSTRUMENT RISK EXPOSURES AND MANAGEMENT

The Company's major financial risk factors and their impact on the financial statement are summarized below:

Credit risk

The Company's trade receivables are concentrated among customers in the healthcare industry, which may be affected by adverse government policy impacting that industry. As at June 30, 2020 and December 31, 2019, three customers accounted for greater than 76% and 84% of the Company's trade receivable balance respectively. There have been no changes to this risk exposure from 2019.

As at June 30, 2020 and December 31, 2019, the Company's maximum exposure to credit risk was as follows:

	June 30, 2020 (\$)	December 31, 2019 (\$)
Cash	58,300	-
Accounts receivable	413,893	515,919
Prepaid expenses and deposits	9,613	7,450
Due from Parent Company	19,991	92,496
Total	501,797	615,865

Liquidity risk

The following tables illustrate the contractual maturities of financial liabilities for the periods set out:

June 30, 2020	Payments Due by Period \$
	Total	Less than 1	1-3	4-5	After 5
		year	years	years	years
Accounts payable and
accrued liabilities	1,108,906	1,108,906	-	-	-
Lease liabilities	75,466	30,605	44,861	-	-
Due to director	67,130	67,130	-	-	-
Long-term debt	69,163	69,163	-	-	-
CEBA loan	40,000	-	40,000	-	-
TOTAL	1,360,665	1,275,804	84,861	-	-

After 5
years
-

-
-
-
-
-

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates. There have been no changes to this risk exposure from 2019.

Interest rate risk

Capital Management

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the six months ended June 30, 2020. The Company is not subject to externally imposed capital requirements.

Covid-19

In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it will be reliant on additional financing to fund ongoing operations and future acquisitions. An extended disruption may affect the Company's ability to obtain additional financing. The impact on the economy and the Company is not yet determinable; however, the Company's financial position, results of operations and cash flows in the current six month period have been impacted as patient volume has decreased resulting in decreased revenues for the Company. The Company's financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of liquidity or going concern uncertainty.

RESULTS OF OPERATIONS

	Three Months Ended June 30		Six Months Ended June 30
	2020 (\$)	2019 (\$)	2020 (\$)	2019 (\$)
Total revenue	1,214,162	1,437,439	2,498,027	2,552,044
Gross profit	263,856	295,712	515,465	501,568
Net income and comprehensive income	28,902	123,677	77,970	82,081
Income per share–basic and diluted	181	1,237	487	821

REVENUES

Teleradiology

For the three months ended June 30, 2020, the Company's teleradiology revenue was \$1,153,827 representing a decrease of \$228,666 compared to teleradiology revenue of \$1,382,493 for the three months ended June 30, 2019. The primary decrease in revenue during the current period was attributed to the decreased utilization of the Company's teleradiology services to client hospitals and clinics as a result of decreased patient volume due to cancelled or foregone services caused by COVID-19.

For the six months ended June 30, 2020, the Company's teleradiology revenue was \$2,404,650 representing a decrease of \$72,108 compared to teleradiology revenue of \$2,476,758 for the six months ended June 30, 2019. The primary decrease in revenue during the current six-month period was attributed to the decreased utilization of the Company's teleradiology services to client hospitals and clinics as a result of decreased patient volume due to cancelled or foregone services caused by COVID-19.

Admin and Sublease and Other

For the three months ended June 30, 2020, the Company's admin and sublease and other revenue increased by \$5,389 to \$60,335 versus admin and sublease revenue of \$54,946 for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company's admin and sublease and other revenue increased by \$18,091 to \$93,377 versus admin and sublease revenue of \$75,286 for the six months ended June 30, 2019.

The increase experienced during the fiscal 2020 three-month and six-month periods, was mainly a result of increased per patient study fees received.

TOTAL REVENUE

Total revenue for the three months ended June 30, 2020, was \$1,214,162 down \$223,277 compared to total revenue of \$1,437,439 for the three months ended June 30, 2019.

Total revenue for the six months ended June 30, 2020, was down by \$54,017 to \$2,498,027 compared to total revenue of \$2,552,044 for the six months ended June 30, 2019.

The decrease in total revenue for the three-month and six-month periods in fiscal 2020, is primarily a result of the decreases experienced in teleradiology revenue as well as a decrease in admin and sublease revenue.

COST OF SALES

Reading Fees

For the three months ended June 30th, 2020, the Company's reading fees totaled \$923,572 lower by \$184,810 compared to reading fees of \$1,108,382 for the three months ended June 30th, 2019.

For the six months ended June 30th, 2020, the Company's reading fees totaled \$1,926,007 lower by \$59,970 compared to reading fees of \$1,985,977 for the six months ended June 30th, 2019.

The decrease in reading fees recorded during the current periods in fiscal 2020, was a result of the decrease in utilization of the Company's services due to a reduction in patient volume as a result of cancelled and foregone services attributed to COVID-19.

Medical Images Archiving

Medical images archiving costs for the three months ended June 30, 2020, were \$13,446 which were lower by \$4,939 when compared to medical images archiving costs of \$18,385 for the previous three months ended June 30th, 2019. The decrease was related to a decrease in patient volume requiring diagnostic interpretation during the current period in fiscal 2020.

Medical images archiving costs for the six months ended June 30, 2020, were \$30,065 which were down by \$5,117 when compared to medical images archiving costs of \$35,182 for the previous six months ended June 30, 2019. The minor decrease in fiscal 2020, was related to a decrease in patient volume requiring diagnostic interpretation.

Internet Connectivity

For the three months ended June 30, 2020, the Company's internet connectivity costs were lower by \$2,272 to \$3,088 compared to \$5,360 for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company's internet connectivity costs were lower by \$3,667 to \$7,050 compared to \$10,717 for the six months ended June 30, 2019.

The reduced internet connectivity costs experienced during the three-month and six-month ended in fiscal 2020 was a result of the Company negotiating lower pricing with its supplier.

Radiologists and Medical Director Expenses

For the three months ended June 30, 2020, the Company incurred radiologists and medical director expenses of \$10,200 which was marginally higher by \$600 compared to \$9,600 for the same three-month period ended June 30, 2019.

For the six months ended June 30, 2020, the Company incurred radiologists and medical director expenses of \$19,440 which was slightly higher by \$840 compared to \$18,600 for the same sixmonth period ended June 30, 2019.

TOTAL COST OF SALES

Total cost of sales during the current three-month period ended June 30, 2020, including reading fees, medical images archiving, internet connectivity and radiologists and medical director expenses were \$950,306 compared to \$1,141,727 for the three months ended June 30, 2019.

Total cost of sales during the current six-month period ended June 30, 2020, including reading fees, medical images archiving, internet connectivity and radiologists and medical director expenses were \$1,982,562 compared to \$2,050,476 for the six months ended June 30, 2019.

Lower total cost of sales experienced during the current three and six-month periods ended June 30, 2020, was primarily attributed to the decrease in reading fees as result of the reduction in the Company's services to client hospitals and clinics due to decreased patient volume caused by COVID-19.

GROSS PROFIT

As a result of the above revenues net of cost of sales, the Company's gross profit decreased by \$31,856 to \$263,856 during the three-month period ending June 30, 2020, versus gross profit of \$295,712 for the same three-month period ended June 30, 2019.

For the six months ended June 30, 2020, the Company's gross profit increased by \$13,897 to \$515,465 during the six-month period ending June 30, 2020, compared to a gross profit of \$501,568 for the same six-month period ended June 30, 2019.

EXPENSES

Salaries and Wages

For the three months ended June 30, 2020, the Company recorded salaries and wages of \$82,645 compared to salaries and wages of \$77,442 for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company recorded salaries and wages of \$187,861 compared to salaries and wages of \$105,794 for the six months ended June 30, 2019.

The increase in salaries recorded during the three-month and six-month period in fiscal 2020, was a result of the reclassification of the salaries of the Company's Chief Executive Officer and its Chief Financial Officer as well as the addition of administrative personnel.

Royalty Expense

Royalty expense for the three months ended June 30, 2020, was \$28,648 compared to \$29,195 for the three months ended June 30, 2019.

Royalty expense for the six months ended June 30, 2020, was \$61,452 compared to \$29,195 for the six months ended June 30, 2019. For the first quarter of 2019, the Company paid approximately \$36,817 in royalty expense that was included in management fees.

The Company is party to an Amended and Restated Secured Royalty Purchase Agreement and as such pays a gross monthly sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) (see Royalty Agreement below).

Finance Costs

For the three months ended June 30, 2020, the Company recorded finance costs of \$14,485 lower by \$8,818 compared to finance costs of \$23,303 for the three months ended June 30, 2019. During the three month period in 2020, the Company recorded interest payable of \$4,860 to iCapital compared to \$11,408 for three months ended June 30, 2019, interest payable on right of use assets of \$4,298 compared to \$1,102 for the three months ended June 30, 2019, interest payable to radiologists of \$3,515 versus \$7,537 for the three months ended June 30, 2019 and accrued interest of \$1,520 in the current period compared to \$3,019 for the three months ended June 30, 2019 on a loan payable to the Chief Executive Officer of the Company.

For the six months ended June 30, 2020, the Company recorded finance costs of \$33,158, which was lower by \$11,316 compared to finance costs of \$44,474 for the six months ended June 30, 2019. During the six months in 2020, the Company recorded interest payable of \$12,272 to iCapital compared to \$18,932 for six months ended June 30, 2019, interest payable on right of use assets of \$8,902 compared to \$3,151 for the six months ended June 30, 2019, interest payable to radiologists of \$8,233 versus \$16,715 for the six months ended June 30, 2019 and accrued interest of \$3,039 in the current six month period compared to \$5,276 for the six months ended June 30, 2019 on a loan payable to the Chief Executive Officer of the Company.

General and Administrative

General and administrative costs totaled \$22,003 for the three months ended June 30, 2020, which was higher by \$11,876 compared to general and administrative costs of \$10,127 for the three-month period ended June 30, 2019. The higher general and administrative costs experienced in fiscal 2020 was primarily related to an increase of \$8,053 to \$11,635 in computer services and technical support versus \$3,582 for the same three month period ended June 30, 2019 and higher postage and delivery costs of \$1,999 compared to \$488 for the same period in fiscal 2019.

General and administrative costs for the six months ended June 30, 2020, were \$36,622 compared to general and administrative costs of \$24,144 for the six-month period ended June 30, 2019. The higher general and administrative costs recorded in fiscal 2020 was primarily attributed an increase of \$12,676 to \$20,271 in computer services and technical support versus \$7,595 for the same six month period ended June 30, 2019 and higher postage and delivery costs of \$3,072 compared to \$823 for the same period in fiscal 2019.

Professional Fees

For the three months ended June 30, 2020, the Company recorded professional fees of \$69,924 compared to \$450 for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company recorded professional fees of \$83,769 compared to \$450 for the three months ended June 30, 2019.

The increase in professional fees for the three and six month periods ended June 30, 2020, was primarily attributed to the Company's ongoing continuous disclosure requirements with respect to i) a Letter of Intent entered into with Good2Go2 Corp., a CPC company listed on the TSXV, and ii) a Securities Exchange Agreement entered into with FogChain which was subsequently terminated.

Depreciation and Amortization

For the three months ended June 30, 2020, depreciation and amortization costs were \$8,183 versus \$17,287 for the same three-month period ended June 30, 2019.

For the six months ended June 30, 2020, depreciation and amortization costs were \$16,365 versus \$34,575 for the same six-month period ended June 30, 2019.

The decrease in depreciation and amortization costs for the current three-month and six-month periods in fiscal 2020 was primarily attributed to a decrease in the Company's office and computer lease assets. During the fourth quarter of fiscal 2019, the Company impaired its computer equipment in the amount of \$14,277.

Insurance

Insurance expense for the three months ended June 30, 2020, was \$2,744 compared to insurance expense of \$3,836 for the comparable three-month period in 2019.

Insurance expense for the six months ended June 30, 2020, was down slightly to \$7,869 compared to insurance expense of \$8,278 for the comparable six-month period in 2019.

The decrease experienced during the three-month and six-month period in fiscal 2020 was related to a decrease in liability insurance coverage.

Premises Rental

For the three months ended June 30, 2020, the Company incurred premises rental costs of \$2,811 compared to premises rental costs of \$9,726 for the three months ended June 30, 2019.

For the six months ended June 30, 2020, the Company incurred premises rental costs of \$5,102 compared to premises rental costs of \$15,016 for the six months ended June 30, 2019.

The decrease in premises rental costs during the current three-month and six-month periods in fiscal 2020 was attributed to a reduction in rent costs after the Company relocated its office.

Foreign Exchange Loss

For the three months ended June 30, 2020, the Company recorded a foreign exchange loss in the amount of \$282 versus a foreign exchange loss of Nil for the same three-month period in 2019.

For the six months ended June 30, 2020, the Company recorded a foreign exchange loss in the amount of \$1,362 versus a foreign exchange loss of Nil for the same six-month period in 2019.

Expenses recorded in the non-functional currency of the Company are translated at the rate of exchange in effect at the date of the transactions. Foreign exchange translation gains and losses are recorded in operations in the period in which they occur.

Travel and Entertainment

Travel and entertainments costs were Nil for the three months ended June 30, 2020, compared to travel and entertainments costs of \$669 recorded during the three months ended June 30, 2019.

Travel and entertainments costs were relatively consistent at \$694 for the six months ended June 30, 2020, compared to travel and entertainments costs of \$783 recorded during the six months ended June 30, 2019.

The minor decreases in travel and entertainments costs during the two periods in fiscal 2020, was primarily related to COVID-19 travel and related restrictions.

Management Fees

For the three months ended June 30, 2020, the Company recorded management fees of Nil compared to management fees of Nil for the same three-month period ended June 30, 2019.

For the six months ended June 30, 2020, the Company recorded management fees of Nil compared to management fees of \$156,582 for the same six-month period ended June 30, 2019. The decrease in management fees during fiscal 2020, was a result of the reclassification of the salaries of the Company's Chief Executive Officer and its Chief Financial Officer to salaries and wages. During the first quarter of fiscal 2019, management fees included executive salaries, corporate overhead and royalty expense that were charged by the Company's parent, Medical Imaging Corp.

Marketing

For the three months ended June 30, 2020, the Company recorded marketing costs of \$3,229 compared to marketing costs of Nil for the same three-month period in 2019.

For the six months ended June 30, 2020, the Company recorded marketing costs of \$3,241 compared to marketing costs of \$196 for the same six-month period in 2019.

TOTAL EXPENSES

Total expenses for the three months ended June 30, 2020, were \$234,954, higher by \$62,919 when compared to total expenses of \$172,035 for the three months ended June 30, 2019. The primary factors relating to the increase in total expenses during the three-month period in 2020 were an increase in professional fees of \$69,474, an increase of \$11,876 in general and administrative and an increase of \$5,203 in salaries and wages. These increases experienced in the 2020, were partially offset by a decrease of \$9,104 in amortization and depreciation and a decrease of \$8,818 in finance costs.

For the six months ended June 30, 2020, total expenses were \$437,495, higher by \$18,008 when compared to total expenses of \$419,487 for the six months ended June 30, 2019. The primary factors relating to the increase in total expenses during the six-month period in 2020 were an increase in salaries and wages of \$82,067, an increase in professional fees of \$83,319, an increase in royalty expense of \$32,257 and an increase in general and administrative expenses of \$12,478. These increases were partially offset by a decrease in management fees of \$156,582

and a decrease in depreciation and amortization of \$18,210.

NET INCOME AND COMPREHENSIVE INCOME

As a result of the above factors, the Company recorded net income and comprehensive income for the three months ended June 30, 2020, of \$28,902 down by \$94,775 compared to a net income and comprehensive income of \$123,677 for the three months ended June 30, 2019.

For the six-month period ended June 30, 2020, the Company recorded net income and comprehensive of \$77,970 down \$4,111 compared to a net income and comprehensive income of \$82,081 for the six months ended June 30, 2019.

NET INCOME AND COMPREHESIVE INCOME PER SHARE – BASIC AND DILUTED

The income per share-basic and diluted for the three months ended June 30, 2020, was \$181 versus income per share-basic and diluted of \$1,237 for the comparable three-month period in 2019.

The income per share-basic and diluted for the six months ended June 30, 2020, was \$487 versus income per share-basic and diluted of \$821 for the comparable six-month period in 2019

SUMMARY OF QUARTERLY RESULTS

The following tables reflect the summary of quarterly results for the periods set out:

	June 30,	March 31,	December 31,	September 30,
Quarter Ended	2020	2020	2019	2019
Total revenue	1,214,162	1,283,865	1,449,239	1,371,537
Gross margin	263,857	251,608	271,254	263,944
Expenses	234,954	202,541	321,471	187,049
Net income (loss)	28,902	49,068	(50,217)	76,895
Income (loss) per share–basic and diluted	181	306	(314)	481

During the quarter ended June 30, 2020 revenue was down due to a reduction in patient volume at hospitals and clinics primarily as a result COVID-19.

For the quarter ending June 30, 2020 and March 31, 2020, revenue was down due to a reduction in patient volume at hospitals primarily as a result COVID-19. Revenue over the September and December 2019 quarters grew steadily, as demand for the Company's teleradiology services increased. Admin and sublease revenue remained relatively consistent throughout the four quarters. During the quarter ending September 30, 2019, the Company incurred a decrease in teleradiology revenue due to a reduction in patient volume.

For the quarter ending June 30, 2020, March 31, 2020 and September 30, 2019 gross margin was down due to a decline in patient volume. For the quarter ending December 31, 2019 gross margin increased as result of increased revenue which was partially offset by the gradual higher cost of sales including readings fees.

Expenses over the quarters fluctuated primarily due to changes in salaries and wages, finance costs, premises rental costs, professional fees, insurance and general and administrative costs.

During the quarter ended December 31, 2019, the Company experienced higher costs related to audit fees.

	June 30,	March 31,	December 31,	September 30,
Quarter Ended	2019	2019	2018	2018
Total revenue	1,437,439	1,114,604	1,176,387	1,095,827
Gross margin	295,713	205,855	232,676	184,083
Expenses	172,036	247,451	258,139	176,855
Net income (loss)	123,677	(41,596)	(25,463)	7,229
Income (loss) per share–basic and diluted	1,237	(416)	(255)	72

Revenue over the four quarters during continued to grow, as demand for the Company's teleradiology services increased. Admin and sublease revenue continually decreased over the four quarters.

Gross margin over the four quarters fluctuated as result of increased or decreased revenue due to changes in patient volume, as well as changes in cost of sales including readings fees, medical images archiving, internet connectivity and radiologists and medical director expenses.

Expenses over the four quarters fluctuated primarily due to changes in finance costs, premises rental, professional fees, insurance and salaries and wages. During the three-month period ended March 31, 2019, the Company incurred management fees of \$156,582.

OFF-BALANCE SHEET ARRANGEMENTS

The Company did not enter into any off-balance sheet arrangements as of the date of this MD&A.

OPERATING SEGMENTS

CAPITAL EXPENDITURES

For the six months ended June 30, 2020, the Company did not have any capital expenditures. During the year ended December 31, 2019, the Company wrote off its property and equipment in the amount of \$14,277.

The Company anticipates that its capital expenditures will increase in future reporting periods as the Company seeks to expand its operations and look to further opportunities of merit.

FINANCING ACTIVITIES

For the six months ended June 30, 2020, the Company received loan proceeds of \$40,000 from the Canadian Emergency Response Account (December 31, 2019: Nil), advances from a director of \$3,040 (December 31, 2019: \$24,600) and proceeds from long term debt of Nil (December 31, 2019: \$80,000).

For the six months ended June 30, 2020, the Company recorded advances to parent company of \$69,889 (December 31, 2019: 159,264), re-paid long term debt in the amount of \$29,832 (December 31, 2019: \$72,266) and recorded lease payments of \$12,783 (December 31, 2019: \$45,776).

LIQUIDITY AND CAPITAL RESOURCES

During the six-month period ended June 30, 2020, the Company's primary use of funds was related to administrative expenses. At June 30, 2020, the Company had a working capital deficiency of \$765,500 compared to working capital deficiency of \$741,604 at December 31, 2019.

The Company's current assets as at June 30, 2020, were \$510,304 (December 31, 2019: \$622,010) which consisted of cash in the amount of \$58,300 (December 31, 2019: Nil), accounts receivable in the amount of \$413,893 (December 31, 2019: \$515,919), due from parent company \$19,991 (December 31, 2019: \$92,496), HST receivable of \$8,507 (December 31, 2019: \$6,145) and prepaid expenses and deposits totalling \$9,613 (December 31, 2019: \$7,450).

Current liabilities as at June 30, 2020, were \$1,275,804 (December 31, 2019: \$1,363,614) which were comprised of bank overdraft in the amount of Nil (December 31, 2019: \$2,103), accounts payables and accrued liabilities of \$1,108,906 (December 31, 2019: \$1,170,874), current portion of lease liabilities \$30,605 (December 31, 2019: \$27,552), due to director \$67,130 (December 31, 2019: \$64,090), and current portion of long term debt in the amount of \$69,163 (December 31, 2019: \$98,995).

The continuing operations of the Company are dependent upon its ability to raise adequate financing and to continue its profitable operations in the future. Despite the Company generating comprehensive income of \$77,970 during the six months ended June 30, 2020, several adverse conditions cast significant doubt on the validity of the going concern assumption. Notably at June 30, 2020 the Company's accumulated deficit was \$771,563 (December 31, 2019: \$849,533) and its working capital deficiency was \$765,500 (December 31, 2019: \$741,604). These conditions indicate that material uncertainties exist that cast significant doubt on the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon raising additional capital to meet its present and future commitments and on achieving sustained profitable commercial operations.

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting estimates and judgments

a. Trade receivables valuation – recoverability of receivables through the provision for doubtful accounts;

b. Depreciation of property and equipment – judgement is required in estimating the useful lives of property and equipment

c. Recoverability of deferred income tax assets – assessing whether the realization of tax losses against future taxable income for income tax purposes if probable.

d. Non-current asset impairment – assessing whether indicators of impairment exist at reporting year's end.

New Accounting Pronouncements

IAS 1 – Presentation of Financial Statements ("IAS 1") and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors ("IAS 8") were amended in October 2018 to refine the definition of materiality and clarify its characteristics. The revised definition focuses on the idea that information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2020. There was no impact on the Company's interim financial statements.

Business Combinations ("IFRS 3")

In October 2018, the IASB issued an amendment to IFRS 3, effective for annual periods beginning on or after January 1, 2020 with early adoption permitted. The amendment clarifies that a business must include, at minimum, an input and a substantive process that together contribute to the ability to create outputs, and assists companies in determining whether an acquisition is a business combination or an acquisition of a group of assets by providing supplemental guidance for assessing whether an acquired process is substantive. The Company has decided to early adopt the amendments to IFRS 3 effective January 1, 2019 and shall apply the amended standard in assessing business combinations on a prospective basis. For acquisitions that are determined to be acquisitions of assets as opposed to business combinations, the Company allocates the transaction price to the individual identifiable assets acquired and liabilities assumed on the basis of their relative fair values, and no goodwill is recognized. Acquisitions that continue to meet the definition of a business combination are accounted for under the acquisition method, without any changes to the Company's accounting policy. There was no impact on the Company's interim financial statements.

ROYALTY AGREEMENT

On October 1, 2018, CTS became party to the Amended and Restated Secured Royalty Purchase Agreement (the "Agreement") between CTS' parent company, MIC, and Flow Capital Corp ("Flow"). The terms impacting CTS are as follows:

Effective October 1, 2018, CTS will pay a gross sales royalty based on of 2.5% of its revenues or \$6,000 USD (whichever is greater) monthly to Flow.
There is a cross-guarantee such that CTS will guarantee all royalty payments of MIC and vice-versa. Note that MIC is subject to the same gross sales royalty provisions as CTS; however, MIC is currently dormant and accordingly not generating any revenues giving rise to a royalty obligation.
The Agreement will terminate on cumulative royalty payments to Flow reaching \$4M USD.
CTS may buyout the royalty obligation with a payment of \$2M USD to Flow.
Agreement secured by a general security agreement covering all of the CTS' current and future assets.

On April 23, 2020 the Company agreed with Flow capital to defer 50% of its royalty payments due in April, May, and June to the 4th quarter of 2020.

On July 17, 2020 the Company and Flow agreed to a potential buyout of the Agreement (see Proposed Transaction above).

LONG TERM DEBT

	June 30, 2020	December 31,
		2019
iCapital Financial Services Corp.	\$ 69,163	\$ 98,995
TD Canada Trust - CEBA	\$40,000	-

iCapital Financial Services Corp. ("iCapital")

The Company has a term loan from iCapital that was originally issued on December 5, 2018, for the principal amount of \$100,000 with a total repayment amount of \$143,000. The loan has daily payments of \$397 and matures in June 2020. There was a 3% initiation fee on the principal amount.

On May 8, 2019, the Company borrowed an additional \$80,000 from iCapital, with a total cost of borrowing of \$114,400, and the daily payments were adjusted to \$600 per day. On September 12, 2019, the daily payments were reduced to \$300 per day until January 10, 2020. The Company was paying \$1,250 a week until June 30, 2020, at which time the payments changed to \$1,800 a week. The loan matures November 2020.

The iCapital loan is secured by a general security agreement covering all the Company's current and future assets, additionally the CEO of the Company has executed a personal guarantee on the loan.

During the six months ended June 30, 2020, the Company incurred interest of \$12,272 (six-month ended June 30, 2019 - \$18,932) on this loan.

The repayment terms on the iCapital loan were amended subsequent to period end, see Subsequent Events.

Canadian Emergency Response Account ("CEBA")

On April 17, 2020, the Company received \$40,000 from the CEBA through TD Canada Trust. The loan is non-interest bearing until December 31, 2022 at which time if paid back in full \$10,000 is forgivable and if not, then the loan becomes a 3-year interest bearing term loan.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2020	December 31, 2019
Accounts payable	\$ 944,861	\$1,042,209
Accrued liabilities	164,045	\$128,665
	\$ 1,108,906	\$1,170,874

The standard maturity terms of the Company's trade and other payables are 30 to 60 days.

Included in accrued liabilities, \$94,085 and \$20,201 representing the accrued salary for the Company's CEO and CFO respectively, and \$14,605 representing expenses paid by the Company's CFO on behalf of CTS.

LEASE LIABILITIES

The Company leases end in July and August 2022. The aggregate lease payment is \$3,732/monthly.

The maturity of the lease liability is presented in the table below:

	June 30, 2020 (\$)	December 31, 2019 (\$)
Current portion	30,605	27,552
Long-term portion	44,861	60,697
Balance	75,466	88,249

SHARE CAPITAL AND RESERVES

Authorized:

Unlimited number of common shares

(1) On June 30, 2019, the Company issued 33 shares of class A common shares to its CEO/Director in exchange for \$50,000 of money previously loaned to the Company.

(2) On September 30, 2019, the Company issued 27 Class A common shares to its CFO/Director in exchange for setting a \$15,000 loan and for \$26,000 of past due salary.

Weighted Average Shares Outstanding

The following table summarizes the weighted average shares outstanding for the periods set out:

	Three Months Ended June 30		Six Months Ended June 30
	2020	2019	2020	2019
Weighted Average Shares Outstanding, basic and diluted	160	100	160	100

At June 30, 2020 and 2019 the Company did not have any potential dilutive instruments.

RELATED PARTY TRANSACTIONS AND BALANCES

During the periods ended June 30, 2020 and 2019 the Company maintained various transactions with related parties that arose in the normal course of business have been accounted for at the amount agreed to by the related parties.

The related parties consist of officers, directors and shareholders or companies controlled directly or indirectly by them. Details of the related parties including transactions and balances owing, or receivable are as follows:

Related Party Nature of Relationship Mitchell Geisler CEO, President and Director Robert Landau CFO and Director Medical Imaging Corp. ("MIC") CTS' US Parent Company

Related Party Transactions

Mitchell Geisler loaned the Company \$100,655 as of June 29th, 2018. The amount is represented by a promissory note and is due on June 30, 2022. Interest on the note is 10%. The promissory note is secured by any and all of the Company's assets. The Company can and has made early payments towards the principal amount of the loan. On June 30, 2019, Mr. Geisler converted \$50,000 of the loan into shares of common shares of the Company. As of June 30, 2020, the balance of the loan was \$50,655 in principal and \$16,475 in accrued interest (December 31, 2019: \$50,655 of principal and \$13,435 of accrued interest).

On September 24, 2019, the Company borrowed \$15,000 from Robert Landau with no set terms of repayment or interest. On September 30, 2019, the Company issued 27 Class A common shares to Robert Landau in exchange for settlement of the \$15,000 loan and \$26,500 of past due salary.

During the six-month period ended June 30, 2020, CTS paid Medical Imaging Corp ("MIC") management fees, for executive salaries and certain corporate overhead, of \$nil (six-months ended June 30, 2019 - \$156,582).

During the six-month period ended June 30, 2020, CTS advanced \$\$69,889 to MIC. On June 9, 2020, CTS converted \$142,394 of its loan receivable from MIC into common shares of MIC. The amounts due from MIC are non-interest bearing and due on demand.

Key Management Compensation

The Company defines key management as its CEO, CFO and Directors. Key management compensation for the three and six months ended June 30, 2020 was \$84,000 and \$168,000 respectively. (Six months ended June 19, 2019 was \$48,000)

SUBSEQUENT EVENTS

Unless disclosed elsewhere, the Company's subsequent events comprise the following:

On July 29, 2020 the Company agreed with iCapital to change its daily loan payments to \$2,200 per week for the month of August 2020.

See proposed transaction above.

SCHEDULE "E" PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Leveljump Healthcare Corp.

Pro - Forma Financial Statements

As at May 31, 2020

(Expressedin Canadian Dollars)

(Unaudited)

Leveljump Healthcare Corp. Pro-forma Statement of Financial Position (Unaudited) As at May 31, 2020

(Expressed in Canadian dollars)	Canadian Teleradiology	Good2Go2		Pro-Forma	Pro-Forma
	Services, Inc	Corp.	Note Ref.	Adjustments	Balances
ASSETS
Current Assets
Cash	58,300	245,986
			2A	3,915,230
			2В	(351,091)
			2C	(325, 718)
			2D	(1,500,000)	2,042,707
Accounts receivable	413,893				413,893
Due from parent company	19,991				19,991
HST Receivable	8,507				8,507
Prepaid expenses and deposits	9,613	361			9,974
Total Current Assets	510,304	246,347		1,738,421	2,495,072
Investment in associate	142,395				142,395
Right of use assets	67,072				67,072
TO TAL ASSETS	719,771	246,347		1,738,421	2,704,539
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	1,108,906	2,188			1,111,094
Current portion of lease liabilities	30,605				30,605
Current portion of long-term debt	69,163				69,163
Due to director	67,130				67,130
Total Current Liabilities	1,275,804	2,188			1,277,992
Non-Current Liabilities
Lease liabilities	44,861				44,861
CEBA loan	40,000				40,000
Total Non-Current Liabilities	84,861	$\overline{\phantom{a}}$		$\overline{\phantom{a}}$	84,861
Total Liabilities	1,360,665	2,188		$\overline{\phantom{a}}$	1,362,853
SHARHOLDERS' EQUITY (DEFICIENCY)
Share capital	130,669	321,149
			2A	3,915,230
			2C	(325, 718)
			2E	500,000
			2F	(271, 111)
			2G	1,362,500
			2H	(321, 149)
			21	(2, 122, 925)
			2J
			2К	(61,000)
			2M	(177, 490)	2,950,154
Reserves		49,512	2F
				271,111
			2H 21	(49, 512) 2,122,925
			2К	61,000
			2L	140,061
			2M	177,490	2,772,587
Deficit	(771, 563)	(126, 502)
			2D	(1,500,000)
			2E	(500, 000)
			2G	(1,609,493)
			2H	126,502	(4,381,056)
Total shareholders' equity (deficiency)	(640, 894)	244,159		1,738,421	1,341,686
TO TAL LIABILITIES AND SHAREHOLDERS' EQUITY	719,771	246,347		1,738,421	2,704,539

Note: The effective income tax rate applicable to the consolidated operations is of 26.5%.

BASIS OF PREPARATION

The accompanying unaudited pro forma consolidated statement of financial position of Good2Go2 Corp. ("GOAL") have been prepared by management to reflect the acquisition (the "Acquisition") of Canadian Teleradiology Services, Inc. ("CTS") after giving effect to the proposed transactions as described in Note 2.

The unaudited pro forma statement of financial position has been prepared using accounting policies described in Note 3 of the annual financial statements of CTS. In the opinion of management, the unaudited pro forma statement of financial position includes all adjustments necessary for fair presentation of the transactions contemplated in the Acquisition agreement.

Certain significant estimates have been made by management in the preparation of the pro forma statement of financial position, in particular, the determination of the fair value of GOAL's assets and liabilities acquired and the fair value of the consideration given by CTS.

The unaudited pro forma consolidated statement of financial position has been compiled from and include:

The unaudited pro forma consolidated statement of financial position as at May 31, 2020 has been compiled from:

The statement of financial position of CTS as at June 30, 2020.
The statement of financial position of GOAL as at May 31, 2020.

The unaudited pro forma consolidated statement of financial position has been prepared as if the transaction had occurred as of May 31, 2020.

The unaudited pro forma consolidated statement of financial position has been prepared for illustration purposes only and may not be indicative of the combined results or financial position had the Acquisition been in effect at the date indicated.

Completion of the transaction is subject to a number of conditions including but not limited to shareholder approval and the TSX Venture Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all.

1. PRO FORMA TRANSACTION

On July 15th, 2020, GOAL and CTS signed a Business Combination Agreement whereby GOAL will acquire all the issued and outstanding shares of CTS in exchange for 27,275,000 shares of GOAL. The Acquisition will constitute a reverse takeover of GOAL by CTS which will constitute a fundamental change within the meaning of the policies of the TSX Venture Exchange (the "TSXV"). Upon completion of the Acquisition the resulting issuer (the "Resulting Issuer") will change its name to Leveljump Healthcare Corp.

In conjunction with the Acquisition the Company has completed a concurrent financing for \$3,915,230 worth of Units priced at \$0.45 per unit. Each unit includes 1 common share and 1 warrant to purchase a common share at \$0.50 good for a period of 3 years.

At the closing of the Acquisition CTS will buyout its Royalty due to Flow Capital Corp. for \$2,000,000 comprised of \$1,500,000 in cash and \$500,000 worth of Units.

On August 5th, 2020, GOAL filed a Filing Statement with the TSXV.

Effective on the closing of the proposed transaction it is anticipated that the current members of the board of directors of GOAL and the current management of GOAL will resign and be replaced by nominees to the board appointed by CTS and the existing management team of CTS will replace the current management of GOAL.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to execution of a Definitive Agreement, completion of due diligence; and receipt of all required regulatory, corporate and third-party approvals, the fulfillment of all applicable regulatory requirements and conditions necessary to complete the proposed transaction.

2. PRO FORMA ADJUSTMENTS

Management has evaluated that GOAL does not meet the definition of a business as defined by IFRS 3. Consequently, the Transaction will be accounted as an acquisition of GOAL's net assets and reporting issuer status. The GOAL share capital and retained earnings will be eliminated in the proforma consolidation. The cost of the transaction in excess of the net assets of GOAL will be reflected as listing expenses.

The unaudited pro forma consolidated financial statements as at May 31, 2020 gives effect to the following assumptions and adjustments:

A Offering proceeds of \$3,915,230 from the concurrent financing as described in Note 1, i.e. 8,700,511 units at \$0.45 per unit. Each unit includes 1 common share and 1 warrant to purchase a common share at \$0.50 good for a period of 3 years.
B \$351,091 in expense for Legal, Transfer Agent and Exchange Fees as part of the Acquisition.
C \$325,718 in commissions and fees to the brokers for the concurrent financing comprising of cash commissions of \$313,218, representing 8% of total subscription proceeds of \$3,915,230 and work fee of \$12,500.
D Cash component of \$1,500,000 for the buyout of the Royalty owed to Flow Capital Corp. of total of \$2,000,000. Additionally, \$500,000 worth of units will be issued to Flow Capital Corp., which comprise of 1,111,111 shares and 1,111,111 warrants.
E Valuation of 1,111,111 shares to Flow Capital Corp. as part of the buyout of the Royalty. The shares are valued at \$0.45 per share in line with the concurrent financing.
F Valuation of 1,111,111 warrants to be issued to Flow Capital Corp. as part of the buyout of the Royalty. The warrants are valued at \$271,111. Each warrant is exercisable to acquire one common share at a price of \$0.50 for 3 years from the closing of the financing. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.31%, expected volatility 90% and an expected life of 3 years. The fair value attributed to the warrants issued was \$0.244 per warrant.
G Listing expenses of \$1,609,493 on Acquisition, including the \$351,091 as noted in B above and \$1,362,500 for the 27,275,000 shares issued by GOAL to the shareholders of CTS. The fair value of the common shares issued is based on 5,450,000 GOAL shares adjusted for the share consolidation at 1.8:1 at fair value of \$0.45 per share, based on the concurrent financing.

In accordance with IFRS 3, Business Combination, the substance of the transaction is a reverse takeover. The transaction does not constitute a business combination as GOAL does not meet the definition of a business under the standard. As a result, the transaction is accounted for as a capital transaction with CTS being identified as the acquirer and the equity consideration being measured at fair value as per IFRS 2, Share-based Payment, which applies to transactions where an entity grants equity instruments and cannot identify specifically some or all of the goods or services received in return.

Consideration	Note
Common shares	\$	1,362,500
Warrants	2L	38,500
Stock options	2L	101,561
Professional fees incurred for RTO	2B	351,091
Total consideration		1,853,652

Identifiable net assets acquired
Cash	\$	245,986
Amount receivable		-
Prepaid expenses		361
Amounts payable and accrued liabilities		(2,188)
Total identifiable net assets acquired		244,159
Unidentifiable assets acquired
Listing expenses		1,609,493
Total net identifiable assets and transaction cost		1,853,652

Valuation of common shares
Common shares of G2G2 issued for the Share Exchange Agreement	a	5,450,000
Share consiolidation 1.8:1	b	1.80
FV of shares	c	0.45
	a / b * c	1,362,500

See L for assumptions for the GOAL warrants and options outstanding on the qualifying transaction date.

H Elimination of the GOAL share capital of \$321,149, reserve of \$49,512 and deficit of \$126,502.
I Valuation of 8,700,511 warrants to shareholders at \$2,122,925 issued as part of the concurrent financing. Each warrant is exercisable to acquire one common share at a price of \$0.50 for 3 years from the closing of the financing. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.31%, expected volatility 90% and an expected life of 3 years. The fair value attributed to the warrants issued was \$0.244 per warrant.
J Valuation of 250,000 shares to brokers for facilitating the concurrent financing with the shares being priced at \$0.45 in line with the concurrent financing. The shares are issued in settlement of an advisory fee of \$100,000 and work fee of \$12,500 settled through the issue of 250,000 units. There is no impact on the share capital since these represent share issuance costs as part of the concurrent financing. Refer to K for details on the valuation of the 250,000 warrants.
K Valuation of 250,000 warrants to brokers at \$61,000. Each warrant is exercisable to acquire one common share at a price of \$0.50 for 3 years from the closing of the financing. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.31%, expected volatility 90% and an expected

life of 3 years. The fair value attributed to the warrants issued was \$0.244 per warrant.

L – Pre-consolidation, GOAL has 505,000 options exercisable at a price of \$0.10 per GOAL share until February 12, 2025 and 225,000 GOAL broker warrants exercisable at a price of \$0.10 per GOAL share until February 12, 2022. The warrants and options were revalued at May 31, 2020, the date of the unaudited pro forma consolidated financial statements, based on postconsolidation numbers.

The 280,556 (505,000 pre-consolidation options) resulting issuer stock options are each exercisable to acquire one resulting issuer share at a price of \$0.18 per resulting issuer share until February 12, 2025. The fair value of the options was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.37%, expected volatility 90% and an expected life of 4.7 years. The fair value attributed to the options issued was \$0.362 per warrant. The total fair value was \$101,561.

The 125,000 (225,000 pre-consolidation warrants) resulting issuer warrants are each exercisable to acquire one resulting issuer share at a price of \$0.18 per resulting issuer share until February 12, 2022. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.28%, expected volatility 90% and an expected life of 1.7 years. The fair value attributed to the warrants issued was \$0.308 per warrant. The total fair value was \$38,500.

M – For the concurrent financing, the brokers will also be compensated in compensation options equal in number to 8% of the number of subscription receipts. Each compensation option is exercisable to acquire one Unit (1 share and 1 warrant) at \$0.45 for a period of 36 months following the listing date. As per A above, based on subscription receipts of 8,700,511, the 696,041 compensation options are valued at \$177,490. The fair value was estimated using the Black-Scholes option pricing model with the following assumptions: dividend yield 0%, discount rate 0.31%, expected volatility 90% and an expected life of 3 years. The fair value attributed was \$0.255 per compensation option.

3. PRO FORMA SHARE CAPITAL

At the completion of the Acquisition GOAL will have 40,364,400 shares outstanding.

Common shares		Number	Amount

Common shares of CTS outstanding at June 30, 2020		160	\$ 130,669
Cancellation of CTS shares		(160)	-
Common shares of G2G2 outstanding at May 31, 2020		5,450,000	321,149
Consolidation of G2G2 shares (1.8:1)		3,027,778	-
Eliminate equity of G2G2		2H (5,450,000)	(321,149)
Issuance of shares pursuant to Share Exchange		2G 27,275,000	1,362,500
Issuance of shares pursuant to Concurrent Financing	2A	8,700,511	3,915,230
Share issuance costs - warrants issued pursuant to Concurrent Financing	2I	-	(2,122,925)
Issuance of shares to broker as part of Concurrent Financing	2J	250,000	-
Share issuance costs - broker warrants issued as part of Concurrent Financing	2K, 2M	-	(238,490)
Issuance of shares to Flow Capital Corp. as part of buyout	2E	1,111,111	500,000
Issuance of warrants to Flow Capital Corp. as part of buyout	2F	-	(271,111)
Transactions costs - cash commissions	2C	-	(325,718)
Pro forma common shares outstanding		40,364,400	2,950,154

AI assistant

Generic Gold Corp. — Merger & Acquisition 2020

42445_rns_2020-11-27_04ff3557-fcdb-4905-9741-ce5b7a1e12b2.pdf

FILING STATEMENT

IN RESPECT OF THE QUALIFYING TRANSACTION INVOLVING THE ACQUISITION OF ALL OF

THE ISSUED AND OUTSTANDING COMMON SHARES OF

CANADIAN TELERADIOLOGY SERVICES, INC.

GLOSSARY

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

SUMMARY OF FILING STATEMENT

implication that there has been no change in the information set forth herein since the date of this Filing Statement.

Summary of the Proposed Qualifying Transaction

Arm's Length Qualifying Transaction

CTS Concurrent Financing

Effect of the Transaction

Parties to the Qualifying Transaction

Good2Go2 Corp.

Canadian Teleradiology Services, Inc.

Reasons for the Transaction

Business Combination Agreement

Representations, Warranties and Covenants

Conditions of the Transaction

Conditions in Favour of Good2Go2

conditions:

Conditions to Obligations of CTS

Termination of the Business Combination Agreement

Effect of Termination of the Business Combination Agreement

Procedure for the Proposed Qualifying Transaction to Become Effective

Good2Go2 Shareholder Approval

Exchange Approval

Interests of Insiders

Available Funds to the Resulting Issuer

Principal Purposes of Funds

Selected Pro Forma Consolidated Financial Information

Listing and Share Price on the Exchange

Sponsorship

Details of Any Conflict of Interest

Interests of Experts

Risk Factors

Conditional Listing Approval

PART I - RISK FACTORS

AN INVESTMENT IN SECURITIES OF THE RESULTING ISSUER IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK AND SHOULD ONLY BE MADE BY INVESTORS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

Risk Factors Relating to Good2Go2

The Proposed Qualifying Transaction may not be Completed

Limited Operating History and History of Losses

Dilution

Management and Conflicts of Interest

Risk Factors Relating to the Resulting Issuer

The Resulting Issuer's business and operations may be adversely affected by the recent Coronavirus (COVID-19) outbreak or other similar outbreaks

History of losses and negative operating cashflows

Future Capital Needs and Uncertainty of Additional Financing

Material defects or errors in CTS's technology infrastructure could harm CTS's reputation, result in significant costs and impair its ability to sell its services.

Ability to Generate Profits

Management of Growth

Reliance on Key Personnel

Regulatory Requirements

Permits and Licenses

If the Resulting Issuer infringes on the intellectual property rights of third parties, it may be subject to costly disputes or indemnification obligations that could adversely impact the business, financial condition or results of operations of the Resulting Issuer

Risk of System Failure or Inadequacy

Control of the Resulting Issuer

Litigation Risks

Market Price and Volatile Securities Markets

Professional Liability

Healthcare Reform Legislation

Shortage of Radiologists

Reliance on Contracts with Key Customers

Factors which may Prevent Realization of Growth Targets

PART II - INFORMATION CONCERNING GOOD2GO2

Corporate Structure

Name and Incorporation

Intercorporate Relationships

General Development of the Business

History

Selected Financial Information

Description of the Securities

General

Good2Go2 Shares

Stock Option Plan

Prior Sales

Generic Gold Corp. Merger & Acquisition 2020