iSIGN Media Solutions Inc. — Interim / Quarterly Report 2022

Sep 30, 2021

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iSIGN Media Solutions Inc.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

ATTRACT. TRANSACT. MEASURE.

ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

This Management Discussion and Analysis (“MD&A”) provides relevant information on the operations and financial condition of iSIGN Media Solutions Inc. (the “Company” or “iSIGN”) for the three months ended July 31, 2021. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended April 30, 2021 and 2020. This discussion contains forward-looking information that is qualified by reference to and should be read in conjunction with the Caution Regarding Forward Looking Statements below.

This MD&A provides information that the management of iSIGN believes is important to assess and understand the results of operations and financial condition of the Company. Our objective is to present readers with a view of iSIGN from management’s perspective by interpreting the material trends and activities that affect the operating results, liquidity and financial position of iSIGN. All monetary amounts unless otherwise specified are expressed in Canadian dollars.

Additional information relating to iSIGN is available on SEDAR, at www.sedar.com. The common shares of the Company are listed for trading on the TSX Venture Exchange under the trading symbol ISD-V. In addition, iSIGN is listed on the OTC under the trading symbol ISDSF. For more information on the Company, please visit our website at www.isignmedia.com.

This MD&A is current as of September 29, 2021.

iSIGN’s unaudited condensed consolidated Interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS34”), as issued by the International Accounting Standards Board (“IASB”). They do not include all the information and footnotes required by the International Financial Reporting Standards (“IFRS”) as issued by the IASB for full annual financial statements and should be read in Conjunction with the Company’s annual financial statements for the years ended April 30, 2021 and 2020.

Caution Regarding Forward-Looking Statements

Readers are cautioned that actual results may differ materially from the results projected in any “forward-looking” statements included in the foregoing report, which involve a number of risks or uncertainties. This MD&A contains “forward-looking statements” and “forward-looking information” within the meaning of the applicable Canadian securities legislation. Forward-looking statements are not historical facts and include statements regarding the Company’s planned development activities, anticipated future profitability, losses, revenues, expected future expenditures, the Company’s intention to raise new financing, sufficiency of working capital for continued operations and other statements regarding anticipated future events and Company’s anticipated future performance.

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “continue”, “anticipates” or “does not anticipate”, or “believes” or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. All forward-looking statements are based on our beliefs and assumptions based on information available at the time the assumption was made. While iSIGN considers its assumptions to be reasonable and appropriate based on the current information available, there is a risk that they may not be accurate. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievement of iSIGN to be materially different from those expressed or implied by such forwardlooking statements, including but not limited to risks related to the integration of acquisitions, as well as those factors discussed in the section entitled “Risk Factors” in this MD&A. Before making any investment decisions and for a detailed discussion of the risks, uncertainties and environment associated with our business, fully review the section entitled “Risk Factors” in this MD&A.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Caution Regarding Forward-Looking Statements – continued

Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such 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. iSIGN does not undertake to update any forward-looking statements that are incorporated by reference herein, except as required by law

Background

iSIGN is a data focused Software-as-a-Service (“SaaS”) company that allows for security and safety messaging as well as commercial messaging in proximity, utilizing Bluetooth® and Wi-Fi connectivity. Creators of the Smart suite of products, a patented interactive proximity messaging technology, iSIGN provides the technology and hardware to enable end-users to deliver messages to mobile devices, with reporting and analytics and data gathering and storage capabilities that can be monetized. The Company continues to develop new software, while improving our products with key input from our major clients and partners.

From a technology perspective, iSIGN’s solutions have the capability to measure and record data that had previously been regarded as invisible. i.e., how many people passed that location at what time and how long did they dwell? Data itself has real value and the ability to mine that data is critical to any business.

From a commercial perspective, iSIGN solutions have the ability to generate offers in real time, at the point of decision. It incorporates the context of geolocation, time and when integrated with a loyalty program, incredibly personalized offers which in turn drive greater loyalty.

Data is central to iSIGN’s value proposition. Data is the most valuable resource of the 21[st] century. The ability to “attract, interact and transact” captures the essence of the value that we offer in any situation.

iSIGN’s core technology is patent protected, having received from the United States Patent and Trademark Office Patent No US 8,781,887 B2 for the Company's "method and system for out-of-home proximity messaging and for delivering awareness information" on July 15, 2014. Additionally, our core technology has been accepted for grant by the Malaysian Patent Office, grant number is MY-173353-A (PI 20084438), with the date of grant being January 20, 2020.

iSIGN’s hardware products consists of: (i) the Smart Antenna, a commercially built, all-weather and waterproof unit that utilizes Bluetooth® and Wi-Fi to deliver messages and rich media content within a scalable 100 meter/300 foot radius; and (ii) iSIGN Smart POD wireless devices, a beacon-like unit with the major point of difference being that iSIGN’s PODs use a unique and exclusive ‘app enabler’ that allows for the download of the ‘enabler’ just once to receive all messages regardless of location. Additionally, iSIGN has its Smart Player, a prototype unit that in addition to the Smart Antenna features includes digital signage player functionality, manages the content on digital signage, allows for wireless connectivity and increases the number of simultaneous connections with mobile devices.

Regardless of the hardware unit used, iSIGN gathers information on the messaging sent, accepted, rejected or ignored, in full privacy and does not collect or store information that is personal and private in nature. As iSIGN’s technology can be used for clients’ loyalty programs, the Company has the ability to gather and store individuals’ personal information should the individual choose to disclose their private information as a condition of joining the loyalty program.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Background – continued

iSIGN recently added wireless connectivity as an option for its Smart Antennas by entering into an agreement with Mtrex Network Solutions Inc. (“MTREX”), a leading provider of secure, global wireless connectivity solutions. Adding the modem to our Smart Antenna allows for the use of our hardware in areas where there is no fixed data network or in cases of clients’ preference for wireless connectivity, which is important to achieve planned installations of our hardware into vehicles of all types – buses, subways, trucks and emergency vehicles for example.

iSIGN’s Security/Safety Alert Messaging (“SAM”) solution is a unique and exclusive proximity-based security and safety alert system, that allows alerts and messages to be delivered by a variety of methods, including email, text and direct to a device’s notification bar. This sophisticated software solution can be integrated onto any iSIGN Smart Antenna network or utilized as a stand-alone solution. The addition of SAM to an iSIGN Smart Antenna network offers a very high value-added dual function – commercial messaging by the Smart Antenna and security messaging by SAM – commerce and safety in one exclusive package. The system was conceived to offer immediate instruction to the public in the event of any type of natural or man-made disaster to mitigate confusion and avoid injury and potential loss of life. This is achieved by utilizing virtually all methods of messaging to mobile devices to ensure timely individual and mass receipt of security/safety notices.

On July 31, 2019, iSIGN was announced as one of four companies to be selected by the City of Richmond Hill as winners of their Innovator of the Year award recipients for 2019. This is an annual award to Richmond Hill located companies to give recognition to those firms that are transforming industries and who are judged to be disruptive innovators that bring state-of-the-art technologies and processes to the world. iSIGN is proud to be recognized for its transformative technologies.

On November 7, 2019, iSIGN announced that they had become an approved vendor to the government of Ontario. This acceptance is the first step in being considered for involvement in any Ontario government project requiring the Company’s specialized technology and hardware for messaging, including safety and security.

iSIGN’s goal is to become the leading innovative provider of inter-active environments and the insights that are drawn from the data which is measured.

Outlook

For economic reasons, the Company has been using resellers as their sales force to promote the Company’s technology for both commercial proximity messaging and for security and safety messaging to mobile devices.

iSIGN’s technology was introduced to Hi-Tek Media (“Hi-Tek”), a Nevada based marketing/advertising company, in the late summer of 2018. Since that time, Hi-Tek has purchased, tested and installed iSIGN’s Smart Antennas and PODS, in both brick-and-mortar locations and on emergency vehicles operating in Las Vegas and surrounding areas.

The onset of the COVID-19 pandemic and resulting restrictions that were enacted throughout North America in the later part of March 2020 has impacted Hi-Tek’s ability to meet and present our technologies to potential advertisers and end users and undertake required proof of concept programs.

On December 7, 2020 the Company announced a signed reseller agreement with USA Entertainment Ventures, LLC (“Entertainment”) and Family of Companies (www.mobilehwyadsgov.com) for a five-year period. Entertainment and its related companies operate in a number of different channels, including vehicular highway advertising, and sports stadium and arena advertising,

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Outlook – continued

During the fiscal year ended April 30, 2021, the Company has added refinements and enhancements to improve the SAM backend dashboard including: (i) the ability to mass registrations SAM subscribers, (ii) customer specific backends; and (iii) the ability to private label our SAM technology.

Looking forward the Company will continue to refine and enhance its existing technology. Projects currently underway include the creation of a unified backend dashboard platform incorporating all existing solutions into a single user-friendly interface. All future products and technologies will be integrated with the unified backend platform. The Company will be investigating possible upgrades to its Smart Antennas and Smart Pods to improve their performance and to work with future technology product developments.

The Company is currently in the process of developing a Mobile Vaccine Certifier. This development is for the airport proof of concept project currently underway, as well as for use by our other resellers and end-clients. This development is to address the needs for safety protocols during this time of COVID pandemic for travel, as well as for stadium events and normal businesses. This project will address an immense need to update our means of exchanging and verifying COVID testing results, which is a necessity not just to minimize the detrimental effects that this pandemic has had on the world, but also to offer the clarity that preventing the transmission of this and future viruses is of the utmost importance.

The Company continues to investigate the raise of capital through equity or debt financing until such time as the Company can support its activities through its own cash flow.

Generally, the opportunities discussed under the 'Outlook' section are on a best-efforts basis and there is no guarantee that any of these potential deals will be successful and result in significant future revenues.

Selected Annual Information

		For	the three months	ended July 31,
	2021		2020	2019
Total revenue	$ -	$	-	$ -
Net loss	358,249		226,529	287,470
Basic and diluted loss per share	0.003		0.002	0.002
Total assets	344,434		124,286	98,044
Total non-current financial liabilities	414,667		302,337	302,337

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Financial Highlights

Summary Results

The following table details the financial highlights for the fiscal years ended July 31, 2021 and 2020:

Revenues Sales Total Revenue Gross Loss Expenses Selling and marketing General and administration Depreciation – property and equipment Amortization – intangibles Depreciation – right of use Research and development Interest Accretion interest Total expenses Net loss and comprehensive loss	2021 2020 Increase/(Decrease)
	$- $- $-
	- - -
	(4,147) (4,184) (37)
	- 374 (374) 225,829 139,623 86,206 570 315 255 925 924 1 10,641 - 10,641 36,000 - 36,000 60,843 56,578 4,265 19,294 24,531 (5,237)
	354,102 222,345 131,757
	$ (358,249) $ (226,529) $ (131,720)

In the three months ended July 31, 2021, the net loss and comprehensive loss decreased by $131,720 to $358,249 predominately due to increased general and administrative costs, research and development costs and due to changes in the accounting treatment for leases. The loss per share increased from $0.002 to $0.003.

Discussion - Financial Results

Revenues

• Sales – are derived from the sale of Smart Antennas, PODs and related ancillary equipment.

Gross Margin

• Gross margin is impacted by revenue volumes, as well as by standard on-going monthly costs that are independent of sales volumes, such as data storage and the purchase of directly expensed ancillary hardware.

Interest and accretion interest

• Interest increased primarily due to the new accounting treatment for leases, partially offset by reduced accretion interest resulting from not incurring new debt securities in fiscal 2022 and 2021.

Research and development

• Research and development costs are dependent on the timing of when projects are undertaken and the related incurred costs from third party suppliers during those periods. Note that this expense caption includes only the costs from third party suppliers only and that the Company’s internal staffing costs are recorded under General and administrative.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Financial Highlights – continued

Discussion - Financial Results - continued

Amortization and depreciation

• Amortization and depreciation are fully dependent on remaining asset life and capital assets purchased during each fiscal year and upon the remaining life of the office lease entered into in October 2020.

Discussion on other financial line items is presented in the ‘Results’ section of the Management, Discussion and Analysis.

Business, Products and Strategy

The Company’s technology consists of security/safety alert messaging, known as SAM and proximity-based commercial messaging to mobile devices.

The Company’s SAM solution is a sophisticated software solution for security and safety messaging system, that is hyper-location based, meaning the location using iSIGN’s technology has full control over the sending of security alerts to individuals who have registered to receive them. SAM can be integrated onto any iSIGN Smart Antenna network or used as a stand-alone non-hardware option. SAM can utilize virtually all methods of messaging (SMS, email, push and Wi-Fi messaging) to mobile devices to ensure timely individual and mass delivery of security/safety notices.

iSIGN’s commercial mobile messaging, requiring the Company’s Smart Antenna and PODs, in combination or as separate units, is an interactive proximity-messaging technology utilizing Bluetooth® and Wi-Fi to deliver relevant and timely messaging to any screen or mobile device, within a pre-set range. iSIGN serves rich media, permissionbased messages free of charge to consumers that can drive immediate brand engagement, increased customer loyalty and deliver higher Return on Investment (“ROI”) on marketing dollars spent while at all times respecting the individual’s privacy.

iSIGN’s revenue streams include: (i) data management/broadcasting of commercial messaging; (ii) data management/broadcasting of security alert messaging; (iii) the sale, by either outright purchase or lease, of our hardware; (iv) licensing agreements, for the integration of our hardware and technology into other companies’ hardware; (v) data and analytic sales; and (vi) content creation.

While iSIGN believes that international markets have the potential for sizable revenues and will continue to respond to international requests for product information and possible reseller status, the Company’s primary focus and efforts are directed at the Americas. iSIGN’s expectations are that this is where the most immediate and largest growth potential will come from.

Technology Development Strategy - Research and New Product Development

During fiscal 2021, the Company added refinements and enhancements to improve the SAM backend dashboard including: (i) the ability to mass registrations SAM subscribers, (ii) customer specific backends; and (iii) the ability to private label our SAM technology.

During fiscal 2022, the Company will continue to refine and enhance its existing technology. Projects currently underway include the creation of a unified backend dashboard platform incorporating all existing solutions into a single user-friendly interface. Additionally, the unified platform will be capable of managing all future products and technologies allowing for faster and greater data capture.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Business, Products and Strategy – continued

Technology Development Strategy - Research and New Product Development - continued

The Company is currently engaged in the process of developing a Mobile Vaccine Certifier.

Performance Drivers

External factors that exist outside management's ability to control and are significantly key to the success in our business:

iSIGN strictly provides the technology and hardware to enable end-users to deliver proximity messages and security/safety alerts to mobile devices. With the Company’s reliance on resellers/sales agents to arrange for introductions and demonstrations of our solutions, the Company does not fully control the sales process, nor does iSIGN have the ability to speed up the sales process.

Additionally, the prospective clients iSIGN and its resellers are approaching are generally large multinational companies; government bodies and agencies; and other such entities that have organizational structures that result in the need for on-going conversations and discussions with several different layers/departments prior to reaching the decision makers, which can take place over considerable periods of time. iSIGN does not have the ability to drive potential end users to increase the speed with which they review and access our technology or to affect their determination of the needs for the Company’s technology.

The onset of the COVID-19 pandemic and resulting restrictions that were enacted throughout North America in the later part of March 2020 has impacted the ability to meet and present our technologies to potential advertisers and commercial messaging end users and undertake required proof of concept programs.

Resources and Capabilities

The Company must pay competitive salaries and benefits to attract and maintain key management and employees. In addition, key employees will participate in bonuses when the Company reaches profitability. The Company has a stock option plan that is approved by its shareholders, which is used to provide incentives to employees and management.

Summarized below are details of the Company's key management who are responsible for the development and implementation of the Company's strategy in marketing and technology.

Management

Interim Chief Executive Officer

Joe Kozar assumed his position on September 29, 2021. Joe’s background is the tech field. He has been and is involved with many high-tech companies covering a broad range of solutions. His educational background is the engineering field, with his main focus being electronic design. Joe sits on several boards and is involved with venture capital investing. Joe previously served as iSIGN’s Chief Executive Officer from March 6, 2017 to February 22, 2021.

Strategic Advisor to the Chief Executive Officer

Alex Romanov assumed his current role with iSIGN effective August 20, 2021. Alex has served iSIGN since November 2007, in a variety of positions, including as Chief Executive Officer and as a director. He is an accomplished business executive with a history of identifying opportunities and turning them into high growth and profitable enterprises. Alex has diverse experience in a variety of industries such as consumer electronics, communication, digital imaging, video gaming, and e-commerce.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Business, Products and Strategy – continued

Management - continued

Chief Financial Officer

Bob MacBean assumed his current role with iSIGN on September 21, 2021. Bob is a highly respected businessman with an extensive background in creating and building successful domestic and international, public and private businesses. Mr. MacBean has experience in many sectors, including venture capital, renewable/clean/alternative energy, environmental/cleantech products, SaaS and software development, multimedia content, and investment banking. He has developed, implemented and managed strategies balancing growth, profitability, scalability, cost control and performance. As well, he has helped raise over $45 million in early-stage capital for both public and private companies. Bob is a director and officer of Environmental Waste International Inc. (a reporting issuer on the TSXV). Bob is a Certified Management Accountant CPA and CMA and has served on iSIGN’s Board since March 6, 2019.

Technology Development and Support

Aaron Phillips has in-depth work experience in the high-tech IT industry. Aaron was a pioneer in the development of IT networking software and development of Commercial Bulletin Board services prior to the advent of the World Wide Web. Complementary to this, Aaron has a plethora of experience in operation management, conceptualization and development of cutting-edge, business optimization software and integrating traditional and web-based marketing strategies for enterprise level organizations. Aaron spent over 2 years working with Securitas, a leading innovative security solutions company and has also worked with Google, Wells Fargo, and many leading Canadian Banks partnering with their innovation labs to create cutting edge solutions.

James Smith most recently served as Director 0f Offensive Security and Threat Intel at CodeEye Solutions, handling penetration testing for financial institutions, casinos and Fortune 500 companies; mobile penetration testing of retail applications and oversight of the dissemination of cybersecurity polities, standards, best practices and education of technical personnel. Previous experience includes as a security consultant to Gaming Laboratories International and data engineer at Innovatia Inc.

Liquidity and Capital Resources

Private Placements

The Company requires additional capital to continue its operations, and to continue to pursue specific opportunities, until it can sustain itself by revenues.

Cash Resources

The Company's cash resources increased by $95,537 during the three months ended July 31, 2021, compared with a decrease of $11,512 in the comparable period of the prior year.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Liquidity and Capital Resources - continued

Cash Resources - continued

Net cash used in operating activities Net cash used in investing activities Net cash provided by financing activities Cash (decrease)	For the three months ended July 31, 2021 2020
	$ (269,662) $ (71,512) (19,251) - 384,450 60,000
	$ 95,537 $(11,512)

Net cash used in operating activities - the variances reflect the various non-cash items recorded during the three months ended July 31, 2021 and 2020, as well as generally increased costs incurred during the three months ended July 31, 2021 as compared to the same period in the prior year.

Net cash used in investing activities – reflects the timing of the Company’s investments in fixed assets and intangible assets.

Net cash provided by financing activities - reflects the timing of proceeds from all funding sources during the relevant periods.

Cash and Working Capital

Cash and cash equivalents Current assets Current liabilities Working capital deficit	Increase (decrease) in working capital July 31, 2021 April 30, 2021
	$98,933 $3,396 $95,537
	$ 181,528 $ 78,176 $ 103,352 4,395,594 4,317,483 (78,111)
	$(4,214,066) $(4,239,307) $ 25,241

The Company's cash balances increased to $98,933 from the April 30, 2021 year-end of $3,396 entirely due to the completion of a private placement in June 2021. The increase in current assets to $181,528 from the April 30, 2021 year-end of $78,176 is primarily due to increases in cash and prepaid expenses. The increase in current liabilities to $4,3985,594 from the April 30, 2021 year-end of $4,317,483 reflects increases in accounts payable and accrued liabilities partially offset by the elimination of the Company’s bank indebtedness.

The working capital deficit at July 31, 2021 decreased by $25,241 to $4,214,066 from the April 30, 2021 year-end deficit of $4,239,307.

The Company continues to expend cash over and above its revenues. This will continue until the Company achieves breakeven. The Company continues to depend heavily on debt and equity financing to fund its operating losses. The Company will be consuming its cash resources at approximately $175,000 - $190,000 per fiscal quarter for its

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Liquidity and Capital Resources – continued

Cash Resources - continued

operating activities. The Company's cash reserves and commitments will enable the Company to operate into the third quarter of fiscal 2022.

The table below details the Company's current liabilities and long-term contractual commitments on a cash basis, as of July 31, 2021:

Cash and Working Capital

Trade accounts payable and accrued liabilities Government of Canada COVID funding Advances Note payable Convertible notes Lease obligation Total	Total Under 1 Year 1 – 3 Years After 3 Years $ 1,352,719 $ 1,352,719 $ - $ - 120,000 - 120,000 - 328,000 328,000 - - 660,700 660,700 - - 2,010,639 2,010,639 - - 95,623 43,536 52,087
	$4,567,681 $4,395,594 $172,087 $-

Results

Expenses for the Three Months Ended July 31, 2021 and 2020

The following tables and discussions provide more in-depth detail on the Company's expenses as required by National Instrument 51-102 for venture exchange companies with minimal revenues.

Contractual services Total - Cost of Sales	For the Three Months ended July 31, Increase (decrease) 2021 2020
	$4,147 100.0% $4,184 100.0% $ (37)
	$ 4,147 100.0% $ 4,184 100.0% $(37)

Contractual services consist of third-party costs incurred for cloud storage of data gathered by our hardware devices.

Other Total - Selling and marketing	For the Three Months ended July 31, Increase 2021 2020 (decrease)
	$- -% $374 100.0% $ (374)
	$ - -% $ 374 100.0% $ (374)

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results - continued

Expenses for the Three Months Ended July 31, 2021 and 2020 - continued

Salaries Benefits Contractual services Travel and auto Office costs Occupancy and operating costs Professional Consulting Directors' fees Other (income)/expense Total - General and administration	For the Three Months ended July 31, Increase (decrease) 2021 2020
	$ 21,330 9.5% $ 16,854 12.1% $ 4,476 909 0.4% 659 0.5% 250 82,965 36.7% 48,648 34.8% 34,317 143 0.1% 755 0.5% (612) 47,010 20.8% 38,510 27.6% 8,500 7,967 3.5% 15,683 11.2% (7,716) 26,194 11.6% 22,605 16.2% 3,589 7,454 3.3% - -% 7,454 12,000 5.3% 12,000 8.6% - 19,857 8.8% (16,091) (11.5%) 35,948
	$ 225,829 100.0% $ 139,623 100.0% $ 86,206

The variance in Salaries is primarily last year’s receipt of the COVID-19 Wage subsidy from Canada’s federal government. Contractual services variances are primarily a function of one-time charges for services, partially offset by reduced hours worked by our tech staff during each comparable period. Office costs in primarily a function of increase late payment fees charged by suppliers. The Occupancy and operating costs variance are primarily a function of the change in the accounting treatment of the lease entered into in October 2020, combined with the last year’s receipt of the COVID-19 rent subsidy. Professional costs are primarily a function of the timing of costs incurred and accrued for the Company’s corporate lawyer, transfer agent, auditors, and TSX fees. Other income/expenses are primarily a function of gains/losses caused by fluctuations in Canadian/US exchange rates.

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Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

ISIGN MEDIA SOLUTIONS INC.

Results - continued

Rolling Eight Quarters Analysis

The following table details the last eight consecutive quarters, revenues, gross profit (loss) gross margin percentage, and major expense categories.

Quarters ending (unaudited) Revenue - sales Revenue - service Total revenue Cost of sales Gross profit (loss) Gross margin Selling and marketing General and administration Depreciation Amortization Research and development Loss on disposal of fixed assets Accretion interest Interest Total operating expense Net Loss Basic and diluted loss per share	Q1 F2022 Q1 F2021 30-July 30-Apr 31-Jan 31-Oct 31-July 30-Apr 2021 2021 2021 2020 2020 2020 $ $ $ $ $ $	31-Jan 31-Oct 2020 2019 $ $
	- 119 - 1,136 - 16,952 - - - - - -	839 10,574 - -
	- 119 - 1,136 - 16,952 4,147 4,104 4,096 4,275 4,184 8,569	839 10,574 5,420 4,470
	(4,147) (3,985) (4,096) (3,139) (4,184) 8,383	(4,581) 6,104
	N/A)% (3,348.7)% N/A)% (276.3)% N/A% 49.5% - 1,776 - 247 374 - 225,829 221,304 192,749 140,562 139,623 210,566 11,211 21,467 133 648 315 380 925 926 924 924 924 924 36,000 90,616 - - - 300 - - - 3,888 - - 19,294 24,531 24,531 24,531 24,531 24,530 60,843 68,178 56,206 61,837 56,578 56,366	(546.0)% 57.7% 2,749 - 238,694 191,270 384 384 924 924 - - - - 2,951 48,002 56,396 56,497
	354,102 428,798 274,543 232,637 222,345 293,066	302,098 297,077
	(358,249) (432,783) (278,639) (235,776) (226,529) (284,683)	(306,679) (290,973)
	(0.003) (0.004) (0.002) (0.001) (0.002) (0.002)	(0.002) (0.003)

Revenue - sales for all periods relates to the sale of Smart Antennas and ancillary hardware. Revenue - service for all periods relates to commercial and security broadcasting/data management fees.

Gross Profit (Loss) for all periods reflect the mix of sales and service revenues during each quarter; revenue volumes and fixed costs relating to data storage.

Selling and marketing fluctuations in all periods are impacted by the timing of costs for promotion and travel.

Research and development costs is a function of timing relating to when third party supplier costs are incurred for the development of the Company’s various technology development projects.

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results – continued

Rolling Eight Quarters Analysis - continued

General and administrative fluctuations in all periods were impacted by the fluctuations in the exchange rate of the Canadian dollar vs the US dollar. All quarters are impacted by the recording of the vesting of share-based compensation costs related to option grants in the October 2019 and January 2020 quarters. The quarters from October 2020 through July 2021 reflect reduced hours for our technical staff. The quarters of October 2020 and January 2021 reflect various payroll and rent COVID programs that the Company benefited from. The April and July 2021 quarters reflect various one-time contractual and consulting costs.

Interest and accretion interest recorded in all quarters is impacted by the various interest bearing fundings in existence during each period.

Common shares - outstanding share data

Basic common shares Convertible securities: Issued warrants Issued stock options Fully diluted common shares	As at September 29, As at July 31, As at April 30, 2021 2021 2021
	182,276,573 163,426,373 155,426,373 32,864,400 14,014,200 18,028,200 3,300,000 3,300,000 2,300,000
	218,440,973 180,740,573 176,754,573

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Management’s Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant management estimates include allowance for doubtful accounts, useful lives of capital and intangible assets, impairment of assets and share-based payments. Actual results could differ materially from those estimates. There have been no changes to critical accounting estimates in the current reporting period.

Transactions with Related Parties

All related party transactions are recorded at the exchange amount, which is the amount of consideration established and agreed to by both parties. The Company has entered into the following related party transactions.

• Recorded the fees of the Strategic Advisor to the Chief Executive Officer, formerly iSIGN’s Interim Chief Executive Officer, to a company owned by him. During the three months ended July 31, 2021, the Company expensed fees totaling $49,636 (July 31, 2020 - $18,938) and fixed allowances of $Nil (July 31, 2020 – $740). The amount outstanding in trade accounts payable at July 31, 2021 was $74,334 (July 31, 2020 - $6,300).

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results – continued

Transactions with Related Parties – continued

• Recorded the fees of the former Chief Financial Officer to a company controlled by him. During the three months ended July 31, 2021, the Company expensed fees totaling $9,000 (July 31, 2020 - $9,000). The amount outstanding in trade accounts payable at July 31, 2021 was $3,390 (July 31, 2020 - $6,780).

• Recorded fees for strategic consulting services to a company controlled by one of the Company’s former Directors. During the three months ended July 31, 2021, the Company expensed fees totaling $7,454 (July 31, 2020 - $Nil). The amount outstanding in trade accounts payable at July 31, 2021 was $1,767 (July 31, 2020 - $Nil).

• On March 13, 2015, the Company entered into a secured $100,000 note with Korona Group Ltd., a company controlled by the Company’s Interim Chief Executive Officer, at an interest rate of 8% compounded monthly, due and payable July 30, 2015. On June 15, 2015, the Company repaid $40,000 to the note holder. The Company and the note holder agreed to extend the $60,000 note to December 31, 2018. Total interest expense on the note for the three months ended July 31, 2021 amounted to $1,304 (July 31, 2020 - $1,638) and the accrued interest payable included in accounts payable at July 31, 2021 was $4,300 (July 31, 2020 - $11,430).

• On May 7, 2015, the Company issued a secured convertible promissory note in the amount of $360,000, due May 7, 2016 and bearing an interest rate of 10% to 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s Interim Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company.

Effective May 7, 2016, this note was replaced with a new convertible promissory note for the same amount and interest rate, due May 7, 2019. Total interest expense for these notes for the three months ended July 31, 2021, amounted to $9,074 (July 31, 2020 - $9,074) and the accrued interest payable included in accounts payable at July 31, 2021 was $102,225 (July 31, 2020 – $72,892).

• During the three months ended July 31, 2021, the Company recorded directors’ fees of $12,000 (July 31, 2020 – $12,000). Included in accounts payable and accrued liabilities are unpaid directors’ fees at July 31, 2021 of $108,892 (July 31, 2020 – $148,025). These fees are non-interest bearing, are unsecured and have no fixed term for repayment.

• Contracted with QDAC Inc., a company in which the Company’s Interim Chief Executive Officer is a minority owner, to undertake the manufacture of the Company’s hardware. The amount outstanding in trade accounts payable at July 31, 2021 was $463,828 (July 31, 2020- $415,518). Included in trade accounts payable at July 31, 2021 are late payment fees of $463,828 (July 31, 2020 - $415,518), of which late payments charges of $20,552 (July 31, 2020 - $19,242) are recorded in Office costs under General and Administration. This debt is non-interest bearing, unsecured and has no fixed term for repayment.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results – continued

Transactions with Related Parties – continued

• On September 22, 2016, the Company entered into a $79,000 secured convertible promissory note, with 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s Interim Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note, due September 22, 2017, bears an interest rate of 10%, is convertible at $0.095 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the three months ended July 31, 2021 amounted to $1,991 (July 31, 2020 - $1,991) and the accrued interest payable included in accounts payable at July 31, 2021 was $10,562 (July 31, 2020 - $13,181).

• On October 13, 2016, the Company entered into 2 secured convertible promissory notes, totaling $139,000 due October 13, 2017, bearing an interest rate of 10%, is convertible at $0.10 per share, with a warrant priced at $0.15 exercisable for a period of two years from date of conversion. One of the note holders, 1454602 Ontario Inc., is a company controlled by two shareholders, one being the Company’s Interim Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The other note holder, Unicare Inc., is a company partially controlled by the Company’s Interim Chief Executive Officer. Total interest expense on these Notes for three months ended July 31, 2021, amounted to $3,504 (July 31, 2020 - $3,504) and the accrued interest payable included in accounts payable at July 31, 2021 was $18,584 (July 31, 2020 - $23,192).

• On October 24, 2016, the Company entered into a $75,000 secured convertible promissory note with Cancore Enterprise, a company controlled by a shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note due October 31, 2017, bears an interest rate of 10% per annum, is convertible at $0.12 per share, with a warrant priced at $0.18 exercisable for a period of two years from date of conversion. Total interest expense on the Note for the three months ended July 31, 2021, amounted to $1,890 (July 31, 2020 - $1,890) and the accrued interest payable included in accounts payable at July 31, 2021 was $10,027 (July 31, 2020 - $12,514).

• On September 5, 2017, the Company converted advances received during the period of February to August 2017 into a promissory note with Korona Group Ltd., a company controlled by the Company’s Interim Chief Executive Officer, in the amount of $600,700. The note matured on August 31, 2018. A share bonus of 1,126,312 common shares was issued by the Company in lieu of interest payments in 2018. The bonus was calculated as being 15% of the note and convertible into shares at a conversion rate of $0.08.

On January 21, 2019, the Company and Note holder agreed to extend this note to January 31, 2020. A warrant bonus of 6,007,000 warrants was issued by the Company in lieu of interest payments. The exercise price of the warrants was $0.10, with an expiry date of January 31, 2020.

On October 18, 2019 and January 24, 2020, 2,560,000 of these warrants were exercised. The remaining 3,447,000 warrants expired on January 31, 2020.

On June 15, 2020, the Company and Note holder agreed to extend this note to June 30, 2021. A warrant bonus of 12,014,000 warrants was issued by the Company in lieu of future interest payments. The exercise price of the warrants is $0.05, with an expiry date of June 30, 2021 and cannot be extended. These warrants expired on June 30, 2021.

15

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results – continued

Transactions with Related Parties – continued

• On February 28, 2018, the Company converted advances received during the period of August 2017 to January 2018 into a convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Interim Chief Executive Officer, in the amount of $285,000. The note matured on February 26, 2019, is convertible at $0.07 a share, with a warrant priced at $0.105 for two years from the date of conversion. Total interest expense on the Note for the three months ended July 31, 2021, amounted to $7,184 (July 31, 2020 - $7,184) and the accrued interest payable included in accounts payable at July 31, 2021 was $38,104 (July 31, 2020 - $79,929).

• On June 27, 2018, the Company entered into a secured convertible promissory note with Korona Group Ltd., a company controlled by the Company’s Interim Chief Executive Officer in the amount of $297,639 that matured June 27, 2019, bearing an interest rate of 10% per annum, due upon maturity. Included in this note were advances received during March 2018. The note is convertible into common shares of the Company at $0.08, with a warrant exercisable at $0.12 per share for a period of two years. Total interest expense on the Note for the three months ended July 31, 2021 amounted to $7,502 (July 31, 2020 - $7,502) and the accrued interest payable included in accounts payable at July 31, 2021 was $39,794 (July 31, 2020 - $64,993).

• During July 2018, the Company received advances of $150,000 from Korona Group Ltd., a company controlled by the Company’s Interim Chief Executive Officer. Total interest expense on the advance for the three months ended July 31, 2021, amounted to $3,781 (July 31, 2020 - $3,781) and the accrued interest payable included in accounts payable at July 31, 2021 was $20,055 (July 31, 2020 - $30,945).

• On September 14, 2018, the Company entered into a $300,000 secured convertible promissory note with Cancore Enterprises, a company controlled by a shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. The note matured September 14, 2019 and bears an interest rate of 10% per annum, due upon maturity. The note is convertible into common shares of the Company at $0.10, with a warrant exercisable at $0.15 per share for a period of two years. Total interest expense on the note for the three months ended July 31, 2021 amounted to $7,562 (July 31, 2020 - $7,562) and the accrued interest payable included in accounts payable at July 31, 2021 was $40,110 (July 31, 2020 - $57,288).

• During the year ended April 30, 2020, the Company received advances of $158,000 from 1454602 Ontario Inc., a company controlled by two shareholders, one being the Company’s Interim Chief Executive Officer and the other being a person formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company. Total interest expense on the advances for the three months ended July 31, 2021, amounted to $2,722 (July 31, 2020 - $2,722) and the accrued interest payable included in accounts payable at July 31, 2021 was $14,439 (July 31, 2020 - $3,777).

• On July 7, 2020, the Company received an advance of $20,000 from its Interim Chief Executive Officer. Total interest expense on the advance for the three months ended July 31, 2021, amounted to $504.10 (July 31, 2020, - $139) and the accrued interest payable included in accounts payable at July 31, 2021 was $2,641 (July 31, 2020 - $139).

16

ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Results – continued

Transactions with Related Parties – continued

• During August 2020, the Company received advances of $42,672 from its Interim Chief Executive Officer. Total interest expense on the advance for the three months ended July 31, 2021, amounted to $Nil (July 31, 2020 - $Nil) and the accrued interest payable included in accounts payable at July 31, 2021 was $Nil (July 31, 2020 - $Nil).

On November 30, 2020, these advances were converted into a $64,000 private placement with the Company’s Interim Chief Executive Officer. This placement was completed by the Company issuing 1,280,000 shares and 1,280,000 warrants at a price of $0.05, with a warrant exercise price of $0.075.

• On August 5 and 10, 2020, the Company completed a shares for debt transaction by issuing 8,683,758 common shares at a price of $0.05 to various companies that are either wholly or partially owned and controlled by the Company’s Interim Chief Executive Officer and another shareholder, who was formerly considered to be an insider of the Company due to diluted ownership in excess of 10% of the common shares of the Company.

• On January 14, 2021, the Company completed a private placement of 2,134,000 units priced at $0.05. Among the participants in this placement was the Company’s Strategic Advisor to the Chief Executive Officer who contributed $21,700 in exchange for 434,000 shares and 434,000 warrants.

• On February 24, 2021, the Company completed a private placement of 2,600,200 units priced at $0.05. Among the participants in this placement was a son of the Company’s Strategic Advisor to the Chief Executive Officer who contributed $10,000 in exchange for 200,000 shares and 200,000 warrants.

• Compensation of key management personnel and board of directors:

Wages and director fees Benefits Share based compensation (non-cash)	For the three months ended July 31, 2021 2020
	$ 78,090 $ 39,938 - 740 - -
	$ 78,090 $ 40,678

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ISIGN MEDIA SOLUTIONS INC. Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Financial Instrument Risk Factors

Fair value

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments:

The carrying amounts of cash, restricted cash, accounts receivable, other receivables, inventory, bank and government indebtedness, accounts payable and accrued liabilities, notes payable, convertible notes payable and advances approximate fair value due to the short-term maturity of these financial instruments. The Company had no financial instruments to classify within the fair value hierarchy as at July 31 and April 30, 2021.

Interest rate risk

The Company has cash and restricted cash balances with rates that fluctuate with the prevailing market rate. The Company’s current policy is to invest excess cash in cash accounts or short-term interest-bearing securities issued by Canadian chartered banks. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. The Company’s notes payable and convertible notes payable bear interest at fixed interest rates.

Credit risk

Credit risk is the risk of financial loss associated with the counterparty’s inability to fulfill its payment obligations in accordance with the terms and conditions of its contract with the Company. Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables.

The Company’s credit risk arises primarily from the Company’s trade receivable. The carrying amount of financial assets represents the maximum credit exposure to the Company. The Company’s exposure to trade credit risk as at July 31, 2021 was $NIL (April 30, 2021 - $Nil) net of allowances.

The Company may also have credit risk relating to cash and restricted cash, of $98,933 and $10,000 (April 30, 2021 - $3,396 and $10,000), respectively, which it manages by dealing with highly rated financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will experience difficulty in meeting its obligations that are associated with financial liabilities. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet financial obligations when they fall due, from its funding sources, such as equity and debt issuances. The Company continues to actively pursue new equity financing to ensure that it will have funds available to meet liabilities when they fall due.

.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Financial Instrument Risk Factors

Liquidity risk – continued

The following table represents the Company’s financial liabilities identified by type and future contractual dates of payment:

t:
Trade accounts payable and accrued liabilities Advances Notes payable Convertible notes payable Government of Canada COVID funding Lease obligation	Under 1 – 3 Total 1 Year Years	After 3 Years
	$ 1,352,719 $ 1,352,719 $ - 328,000 328,000 - 660,700 660,700 - 2,010,639 2,010,639 - 120,000 - 120,000 95,623 43,536 52,087	$ - - - - - -
	$ 4,567,682 $ 4,395,594 $ 172,087	$ -

Risks and Uncertainties

Any investment in the Company’s securities is speculative due to the nature of its business and its general stage of development. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company.

In addition to the usual risks associated with investment in a business, investors should carefully consider the following risk factors:

• No History of Profits

iSIGN has not earned profits to date and there is no assurance that iSIGN will earn profits in the future, or that profitability, if achieved, will be sustained. The success of iSIGN ultimately depends upon its abilities to generate significant revenues to finance operations as opposed to external funding. There is no assurance that future revenues will be sufficient to generate the funds required to continue operations without external funding. If the Company does not have sufficient capital to fund its operations, it may be required to forego certain business opportunities.

• Future Capital Requirements

iSIGN will require additional financing to grow and expand its operations. Additional financing could include the incurrence of debt and the issuance of additional equity securities, which could result in substantial dilution to existing shareholders. It is possible that required future financing will not be available, or if available, will not be on favourable terms. If adequate funds are not available, or are not available on acceptable terms, iSIGN may not be able to take advantage of opportunities or otherwise respond to competitive pressures and remain in business. There can be no assurances that iSIGN will be able to raise additional capital if its capital resources are exhausted.

• Creating New Product Features

iSIGN’s ability to grow its revenue and client base will be impacted to a degree, by its ability to create and/or to react to the desire for additional features and functions for its technology.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Risks and Uncertainties - continued

• Management of Growth

• Any expansion of iSIGN’s business may place a significant strain on its financial, operational and managerial resources. There can be no assurance that the Company will be able to implement and subsequently improve its operations and financial systems successfully and in a timely manner to manage any growth it experiences. There can be no assurances that iSIGN will be able to manage growth successfully. Any inability of iSIGN to manage growth successfully could have a material adverse effect on the Company’s business, financial condition and operational results.

• Proximity Advertising Medium

• Although there is a large and growing amount of interest in this field from both the advertising community and digital sign companies, it is still new and relatively untested. There can be no assurances that advertisers will accept proximity messaging as an acceptable advertising medium or that they will increase their advertising spending to include this medium or divert some of their existing advertising budget to this medium.

• Vulnerability to Economic Conditions

• iSIGN is dependent upon the economic environments in which it operates. Demand for iSIGN’s product could be adversely affected by economic conditions in the countries in which iSIGN’s clients operate. iSIGN’s business may be sensitive to external factors such as events that may adversely affect the economy and consumer spending. There can be no assurance that such factors may not have an adverse effect upon iSIGN’s business.

• Our sales efforts require significant time and effort and could hinder our ability to expand our customer base and increase revenue

• Attracting new customers requires substantial time and expense and the Company cannot assure that it will be successful in establishing new relationships or maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market to customers who do not currently perform mobile marketing or advertising or are unfamiliar with our current services or platform. Further, many of our potential customers typically require input from one or more internal levels of approval. As a result, during our sales effort, iSIGN must identify multiple people involved in the purchasing decision and devote a sufficient amount of time to presenting our products and services to those individuals. The newness and complexity of our services, including our software as a service model, often requires us to spend substantial time and effort assisting potential customers in evaluating our products and services, including providing demonstrations and benchmarking against other available technologies, as well as trial periods. This process can be costly and time consuming. The Company expects that our sales process will become less burdensome as our products and services become more widely known and used. However, if this change does not occur, the Company will not be able to expand its sales effort as quickly as anticipated and our sales will be adversely affected.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Risks and Uncertainties - continued

• Technology

• iSIGN currently holds patent pending applications in Canada and the United States, and its core technology is patented in the United States. Despite precautions that iSIGN may take to protect its rights, third parties may copy or obtain and use our intellectual property and other proprietary information without our authorization or they may develop similar or superior technologies. iSIGN enters into confidentiality agreements with its employees, clients, prospective clients and others. However, these agreements may not provide meaningful protection of our technologies in the event of unauthorized use or disclosure. Policing unauthorized use of intellectual property is difficult and the cost of enforcing our rights by way of litigation may be prohibitive. iSIGN’s success will partially depend upon its ability to obtain, enforce and maintain patent protection for its intellectual property worldwide.

• Competition

• iSIGN’s competition for advertising dollars, are the more traditional forms of advertising - television, the print mediums (magazines and newspapers), radio and out-of-home advertising – that advertisers immediately consider when they think of communicating with potential consumers. Additionally, the Company has competition in the proximity-marketing field itself, from the iBeacon. As stated in the Background section, there are many differences between our products and the iBeacon, with the chief difference being that our product operates without the need for an app to be downloaded and activated to receive messaging. As there is no app download, the individual does not have to give us any personal information about themselves.

• Dependence on Key/Qualified Personnel

• The Company’s success is dependent on the abilities, experience and efforts of its senior staff. The experience of these individuals, as well as new employees that iSIGN attracts to our organization, will be an important factor contributing to iSIGN’s continued success and growth. While iSIGN has entered into employment agreements with its senior management and staff, should these persons be unable or unwilling to continue their employment with the Company, the loss of one or more of these individuals could have an adverse effect upon iSIGN’s operations and business prospects. There can be no assurance that iSIGN will not experience employee turnover in the future, or that iSIGN’s staffing costs will not increase. There is no assurance that the Company will be able to continue to hire and retain a sufficient number of qualified personnel. The Company does not presently carry “key man” insurance policies on any of its officers, directors or employees.

• The spread of COVID-19 has severely impacted many local economies around the globe. In many countries, including Canada, businesses are being forced to cease or limit operations for indefinite or long periods of time. Measures taken to contain the spread of the virus, including travel banks, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions.

Subsequent Events

On August 27, 2021, the Company completed a shares for debt transaction by issuing 2.2 million units comprised of one common share and one warrant priced at $0.05, with each warrant exercisable at $0.075, in settlement of $110,000 of debenture debt.

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ISIGN MEDIA SOLUTIONS INC.

Management’s Discussion & Analysis For the Three Months Ended July 31, 2021

Subsequent Events - continued

On September 3, 2021, the Company completed a private placement by issuing 16,650,200 units, comprised of one common share and one warrant priced at $0.05, with each warrant exercisable at $0.075 for gross proceeds of $832,510.

On September 29, 2021, the Company announced a management and Board of Directors reorganization, that included the announcement of Joe Kozar as Interim Chief Executive Officer; Bob MacBean as Chief Financial Officer replacing Bruce Reilly and Alex Romanov, Gregory Wade and David Beck being added as Directors, with Mark Thimmig and Bruce Reilly resigning as Directors.

Approval

The Audit Committee and the Directors of iSIGN Media Solutions Inc. have approved the disclosures in this MD&A and the accompanying unaudited condensed consolidated interim financial statements for the three months ended July 31, 2021.

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