iSIGN Media Solutions Inc. — Management Reports 2022

Dec 30, 2022

iSIGN Media Solutions Inc.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

ATTRACT. TRANSACT. MEASURE.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

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 six months ended October 31,. This MD&A should be read in conjunction with the audited consolidated financial statements for the years ended April 30, 2022 and 2021. 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 December 29, 2022.

iSIGN's unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), 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, 2022 and 2021.

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.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

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 Media, is an infrastructure-oriented, Software-as-a-Service ("SaaS") provider specializing in proximity-centric location services. The wealth of data we collect, coupled with Artificial Intelligence ("AI") analytic tools and localized cloud environments, allow us to provide revolutionary solutions for some of the most complex problems being faced today. The Company continues to develop new software, while improving our products with key input from our major clients and partners.

Data is central to iSIGN's value proposition. Data is the most valuable resource of the 21st 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.

The onset of the COVID-19 pandemic and resulting restrictions that were enacted throughout North America starting in the later part of March 2020 impacted the ability of both iSIGN and its resellers' ability to meet and present our technologies to potential end users and undertake required proof of concept programs.

iSIGN has been focused on refining, enhancing and expanding itstechnology products to improve upon our proximity based analytic services, IOT management infrastructure and mobile technology. Through the signing of an exclusive worldwide license with SIMBL Business Enablement Inc. ("SIMBL") in April 2022, we have added Passive Historical Contact Tracing ("PHACT") to our product mix, thus expanding iSIGN's product offerings beyond messaging to mobile devices.

The agreement with SIMBL also provided iSIGN with a strengthened technology development and support team. Focus on technology development was further strengthened by the management changes taken in June 2022, that saw Remko Noteboom installed as iSIGN Chief Executive Officer.

iSIGN's goal is to become the leading interactive mobile advertising solution for advertisers, manufactures, retailers and advertising agencies worldwide while becoming the world standard for mobile messaging, both in advertising and in public security.

Outlook

Looking forward the Company will continue to refine and enhance its existing technology while adding new technologies and will pursue integration of the Company's technology with that of other companies.

In February and March 2022, the company settled several past due notes, loans and related interest owed to various creditors, including several companies owned or controlled by iSIGN's major shareholder and control person, Joe

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Outlook - continued

Kozar, and a relative who is also an iSIGN shareholder into equity and two-year convertible notes payable in February 2024. In May 2022 the Company settled two other past due convertible notes and related interest by issuing twoyear convertible debentures. Through these steps the Company has achieved payment certainty for a substantial portion of its overall debt.

The Company considers these items to be important to iSIGN's outlook, in that this: (i) provides iSIGN with a deferral on the repayment of a substantial portion of the Company's debt until February/May 2024, thus providing the Company time to complete various technology development and acquisitions and to work towards the realization of revenue to sustain the Company's operations; and (ii) transferred a portion of its liabilities into equity, which allowed the Company to conserve its cash resources.

iSIGN is now the holder of an exclusive worldwide license for the PHACT technology, acquired from SIMBL in April 2022 which is currently in use at the Prince George Airport in British Columbia, provides a solution that readily address the needs for smart location analytics and monitoring. While PHACT was initially conceived as a contact tracing platform, the overall platform enables the monitoring of the movement, congregation behaviours, and general movements of individuals within a monitored space, while maintaining compliance with all public privacy policies. PHACT provides real-time and historical information regarding individual movement, dwell and crowd behavior.

Historical, iSIGN predominantly used resellers to introduce our technology to end users. This required iSIGN to provide education, training and support to our resellers in their sales efforts and to the end users, including education and training, which adds to the overall length of the sales process. iSIGN's technology simply became just one of various products that a reseller had in their product line to sell to their clients. As iSIGN's Smart Antenna hardware was complicated and took time to learn and use, resellers often abandoned promoting our technology and simply concentrated on selling those products that provided the quickest and easiest source of revenue to them. This leads to a protracted sales timeline which works against our best interests, as the reseller's first commitment is to generate revenue to satisfy their own needs and requirements, not iSIGN's.

iSIGN is moving away from the use of resellers and is not actively looking to resellers, preferring to handle all sales inquiries internally. The Company believes that this change in philosophy will benefit the Company.

Data is key to iSIGN's value proposition. Data has become the most valuable resource of the 21st century. The ability to "attract, interact and transact" captures the essence of the value that we offer in any situation. Data gathering will increase exponentially as networks of installations expand. iSIGN is privacy respectful and the Company's technology does not violate any current privacy issues.

The Company will continue 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.

Management's Discussion & Analysis

For the Six Months Ended October 31, 2022

Selected Annual Information

			For the six months ended October 31,
	2022	2021	2020
Total revenue	$-	$-	$1,136
Net loss	589,880	832,073	442,305
Basic and diluted loss per share	0.003	0.005	0.003
Total assets	1,025,070	399,626	112,633
Total non-current financial liabilities	3,325,978	407,887	302,337

Financial Highlights

Summary Results

The following table details the financial highlights for the six months ended October31, 2022 and 2021:

	2022	2021	Increase/(Decrease)
Total Revenue	$-	$-	$-
Gross Loss	(7,912)	(8,454)	(542)
Expenses
General and administration	224,489	558,607	(334,118)
Depreciation – property and equipment	2,182	1,566	616
Depreciation – right of use	21,281	21,281	-
Amortization – intangibles	25,722	1,850	23,872
Research and development	5,000	80,179	(75,179)
Loss on disposal of fixed assets	1,316	-	1,316
Interest	195,901	137,730	58,171
Accretion interest	106,077	22,406	83,671
Total expenses	581,968	823,619	(241,651)
Net loss and comprehensive loss	$(589,880)	$(832,073)	$(242,193)

In the six months ended October 31, 2022, the net loss and comprehensive loss decreased by $242,193 to $589,880. Predominately, this is the result of non-recurring one-time costs incurred in general and administration costs during the October 31, 2021 period along with continuing efforts to reduce administrative costs; combined with reduced research and development project costs; partially offset by increased interest and accretion interest costs relating to the Company's long-term convertible debt; and increased amortization of intangibles related to the licensing agreement entered into at the end of fiscal 2022. The loss per share decreased from $0.005 to $0.003.

Discussion - Financial Results

Gross Margin

• Gross margin is impacted by on-going monthly data storage costs that are independent of revenue.

Interest and accretion interest

• Interest costs increased primarily due to the increased interest rates on the new two-year convertible notes.
• The increase in Accretion interest is a result of entering into the two-year convertible debt instruments during February and May 2022.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Financial Highlights - continued

Discussion - Financial Results - continued

Research and development

• Research and development costs are dependent on the timing of when projects are undertaken and related costs from third party suppliers incurred. Note that this expense caption includes only the costs from third party suppliers and that the Company's internal staffing costs are recorded under general and administration costs.

Amortization and depreciation

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

Loss on disposal of fixed assets

• As the Company moved its office in October 2022, all leasehold Improvements and right-of-assets and liabilities have been written down and the related loss has been recorded as a loss on disposal of fixed assets.

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

Business, Products and Strategy

iSIGN's licensed PHACT technology, an intelligent smart space analytics platform utilizes publicly available anonymous interactions between mobile devices to accurately determine occupancy levels and movements of individuals. Information is completely anonymous and requires no need for opt-in by users, without violating any privacy issues.

The PHACT technology is housed in hardware units called: (i) HALO (Hybrid Analytics Location Observation) a software platform and 'listening' device that provides a suite of functions specifically designed to maximize safety and security within a managed environment, such as a school, hospital, sopping plaza or concert venue; and (ii) HALOfx (Hybrid Analytics Location Observation with object recognition), which includes all the features of HALO, augmented with the addition of object recognition modules for true security and area management.

These units replace iSIGN's Smart Antennas and Smart Pods. The HALO and HALOfx units provide an improved delivery of both commercial and safety/security messaging, along with a simplified installation and activation process that eliminates a number of issues that were hampering revenue generating proof of concept programs and resulting revenues. Additionally, these units are smaller and less expensive than the Smart Antenna.

iSIGN's revenue streams include: (i) data management and messaging, both commercial and safety/security; (ii) providing real-time and historical information on individual movement, dwell and crowd behaviour; (iii) hardware sales/lease; (iv) licensing agreements, for the integration of our hardware and technology with other companies' technology; and (v) data and analytic sales to third parties.

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.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Business, Products and Strategy - continued

The Company continues to explore the acquisition of, and partnering with, companies that provide complementary solutions to iSIGN's central focus, while continuing to refine and enhance its existing technology, as well as to develop additional technologies.

Performance Drivers

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

iSIGN specializes in proximity-centric location services, including proximity messaging, both commercial and security/safety to mobile devices and real-time and historical information on individual movement and crowd behaviour.

The technology solutions that iSIGN sells are, for the most part, unique in the marketplace. Prospective clients and staff have not had prior experience with iSIGN technology or similar technologies. As they are unique, iSIGN needs to demonstrate to each client how the technology works and how it will benefit their clients, meaning that each potential client will need to run a proof of concept ("POC") project to prove to themselves that there is an acceptable return on investment ("ROI") being generated by iSIGN's technology. A POC allows potential clients and their staff time in which they can discover and work with the technology and the back-end reporting system and reports; experiment with the location of hardware units to ensure the best overall coverage and determine the required number of HALO units required; etc.

The prospective clients iSIGN is 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 multiple departments prior to receiving a go-ahead for a POC, which can take considerable periods of time. iSIGN does not have the ability to drive potential clients 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 Company is dependent upon outside suppliers for the components used within the manufacturing processes of its HALO and HALOfx units and as such, the speed of manufacturing units is dependent on the speed with which component pieces can be delivered. Currently the Company is in discussions with electronic device manufacturers that have expressed interest in partnering with iSIGN to produce our hardware devices. A partnership with one of these manufacturing companies will provide the Company with the ability to grow revenues without concerns over the delivery of hardware units.

Internal factors which define the Company's performance indicators leading to revenue growth capability:

The Company ability to move forward with the manufacture of its hardware units and resulting POC programs and revenue generation is directly related to its cash resources.

The Company requires sufficient funds to build hardware units for various pilot projects and to attract qualified technical personnel to its operations.

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 shareholder approved stock option plan used to provide incentives to employees and management.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Resources and Capabilities – continued

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

Chief Executive Officer

Remko Noteboom assumed his current role with iSIGN on June 9, 2022. Remko has over 25 years experience in software architecture and development, working for Alias|Wavefront, Nelvana Ltd and C.O.R.E. before co-founding Southpaw Technology Inc. in 2005. Southpaw Technology is a technology solutions company whose solutions power mission-critical information and workflows in customer organizations across a broad spectrum of industries. He is the ground up developer of the open-source platform TACTIC and has been the lead architect on software for Microsoft, P&G, Adidas, Philips, Lockheed Martin, Mayo Clinic, Legend 3D and Technicolor. Remko has a Master Degree in Engineering Physics from Queen's University.

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 TSX-Venture reporting issuer). Bob is a Certified Management Accountant CPA and CMA and has served on iSIGN's Board since March 6, 2019.

Technology Development and Support

SIMBL Business Enablement Inc. is a Canadian business enablement firm that specializes in the development of innovative software solutions, with expertise in defining the framework for SaaS deployments and developing complete solutions from website and market development to pricing and infrastructure. Their staff is experienced in operation management, conceptualization and development of cutting-edge, business optimization software and integrating traditional and web-based marketing strategies for enterprise level organizations.

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 decreased by $44,844 during the six months ended October 31, 2022, compared with an increase of $160,035 in the comparable period of the prior year.

Management's Discussion & Analysis

For the Six Months Ended October 31, 2022

Resources and Capabilities - continued

Cash Resources – continued

	For the six months ended October 31,2022	2021
Net cash used in operating activitiesNet cash used in investing activitiesNet cash provided by financing activities	$(63,662)-18,818	$(908,325)(19,251)1,087,611
Cash increase/(decrease)	$(44,844)	$160,035

Net cash used in operating activities – the variances reflect the non-cash items recorded during the six months ended October 31, 2022 and 2021, as well as various short-term and one-time only expenses recorded under general and administrative costs during the six-month period ended October 31, 2021.

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 resulting from all funding sources.

Cash and Working Capital

	October 31, 2022	April 30, 2022	Increase (decrease)in working capital
Cash and cash equivalents	$856	$45,700	$(44,8440)
Current assetsCurrent liabilities	$40,7901,046,644	$101,3281,020,183	$(60,538)26,461
Working capital deficit	$(1,005,854)	$(918,855)	$(86,999)

The Company's cash balances decreased to $856 from the April 30, 2022 year-end of $45,700, predominantly due to the lack of incoming cash from debt or equity funding and revenue. The decrease in current assets to $40,790 from the April 30, 2022 year-end of $101,328 is primarily due to decreases in cash and other receivables and sales taxes recoverable. The increase in current liabilities to $1,046,644 from the April 30, 2022 year-end of $1,020,183 is primarily related to increases in accounts payable and accrued liabilities including the accrual of monthly interest related to the Company's long-term debt; bank indebtedness and advances, partially offset by the transfer of convertible notes payable into long-term convertible notes payable and the elimination of the lease liability due to the Company's relocation of its office.

The working capital deficit at October 31, 2022 increased by $86,999 to $1,005,854 from the April 30, 2022 year-end deficit of $918,855.

The Company continues to expend cash over and above its revenues. This will continue until the Company achieves breakeven. The Company continues to depend upon debt and equity financing to fund its operating losses. The Company will be consuming its cash resources at approximately $60,000 - $90,000 per fiscal quarter for its operating activities.

Management's Discussion & Analysis

For the Six Months Ended October 31, 2022

Resources and Capabilities - continued

Cash and Working Capital – continued

The Company's cash reserves and commitments will enable the Company to operate through the third quarter of fiscal 2023.

The table below details the Company's current liabilities and long-term contractual commitments on a cash basis, as of October 31, 2022:

		Under	1 – 3	After
	Total	1 Year	Years	3 Years
Bank Indebtedness	$25,000	$25,000	$-	$-
Trade accounts payable and accrued liabilities	930,844	930,844	-	-
Advances	90,800	90,800	-	-
Convertible notes payable	3,205,096	-	3,205,096	-
Government of Canada COVID funding	120,000	-	120,000
	$4,371,740	$1,046,644	$3,325,096	$-

Results

Expenses for the Six Months ended October 31, 2022 and 2021

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.

Cost of sales:

	For the Six Months ended October 31,
		2022			2021		Increase(decrease)
Contractual services	$7,843	99.1%	$	8,454	100.0%	$	(611)
Shipping and packaging	69	0.9%		-	-%		69
Total - Cost of Sales	$7,912	100.0%	$	8,454	100.0%	$	(542)

Contractual services consist of third-party costs incurred for cloud storage of data gathered by our hardware devices and are independent from revenues.

Management's Discussion & Analysis

For the Six Months Ended October 31, 2022

Results - continued

Expenses for the Six Months ended October 31, 2022 and 2021 - continued

General and administration:

		2022		For the Six Months ended October 31,2021	Increase(decrease)
Salaries	$44,520	19.8%	$44,689	8.0%	$(169)
Benefits	1,313	0.6%	1,392	0.2%	(79)
Share-based compensation	-	-%	10,000	1.8%	(10,000)
Contractual services	53,000	23.6%	265,066	47.5%	(212,066)
Travel and auto	35	-%	522	0.1%	(487)
Office costs	18,701	8.3%	92,623	16.6%	(73,922)
Occupancy and operating costs	14,778	6.6%	16,172	2.9%	(1,394)
Professional	67,305	30.0%	82,209	14.7%	(14,904)
Consulting	-	-%	18,783	3.4%	(18,783)
Directors' fees	22,957	10.2%	22,990	4.1%	(33)
Other (income)/expense	1,880	0.9%	4,161	0.7%	(2,281)
Total - General and administration	$224,489	100.0%	$ 558,607	100.0%	$(334,118)

The variance in Contractual services and consulting are primarily a function of last year's one-time and short-term charges for services. The variance in share-based compensation reflects the timing of the issuance and vesting of stock options granted in both the current and previous fiscal years. The reduction in Office costs primarily reflects reduced late payment fees as a result of the shares for debt transaction completed March 2, 2022. Professional costs are primarily a function of the timing of costs incurred and accrued for the Company's corporate lawyers, transfer agent, auditors, and TSX fees. Other income/expenses are primarily a function of gains/losses caused by fluctuations in Canadian/US exchange rates.

Rolling Eight Quarters Analysis

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

Management's Discussion & Analysis

For the Six Months Ended October 31, 2022

Results – continued

Rolling Eight Quarters Analysis - continued

	Q2 F2023				Q2 F2022
Quarters ending	31-Oct	31-July	30-Apr	31-Jan	31-Oct	31-July	30-Apr	31-Jan
(unaudited)	2022	2022	2022	2022	2021	2021	2021	2021
	$	$	$	$	$	$	$	$
Revenue - sales	-	-	196	-	-	-	119	-
Cost of sales	4,033	3,879	4,310	4,833	4,307	4,147	4,104	4,096
Gross profit (loss)	(4,033)	(3,879)	(4,114)	(4,833)	(4,307)	(4,147)	(3,985)	(4,096)
Gross margin	N/A%	N/A%	N/A%	N/A%	N/A%	N/A%	N/A%	N/A%
Selling and
marketingGeneral and	-	-	440	-	-	-	1,776	-
administration	98,376	126,113	487,255	296,278	332,778	225,829	221,304	192,749
Depreciation	11,940	11,523	12,318	11,541	11,636	11,211	21,467	133
Amortization	12,861	12,861	924	924	925	925	926	924
Research and
development	-	5,000	5,740	157,000	44,179	36,000	90,616	-
Bad debt recovery	-	-	(264)	-	-	-	-	-
Loss on disposal of
fixed assets	1,316	-	-	-	-	-	-	-
Accretion interest	47,608	58,469	3,348	3,273	3,112	19,294	24,531	24,531
Interest	98,195	97,706	404,763	70,281	76,887	60,843	68,178	56,206
Total operating
expense	270,296	311,672	914,524	539,297	469,517	354,102	428,798	274,543
Net Loss	(274,329)	(315,551)	(918,638)	(544,130)	(473,824)	(358,249)	(432,783)	(278,639)
Basic and diluted
loss per share	(0.002)	(0.002)	(0.005)	(0.003)	(0.003)	(0.003)	(0.004)	(0.002)

Revenue - sales for all periods relates to the sale of hardware.

Gross Profit (Loss) for all periods reflect the revenue volumes and fixed costs relating to data storage.

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

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 and that the Company's internal staffing costs are recorded under general and administration costs.

General and administrative fluctuations in all periods are impacted by the fluctuations in the exchange rate of the Canadian vs the US dollar. All quarters are impacted by the timing of any vesting of share-based compensation costs related to the issuance of stock option grants during the October 2019 and January 2020 quarters. The

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Results – continued

Rolling Eight Quarters Analysis - continued

quarters from January 2021 through April 2022 reflect reduced hours for our then existing technical staff. The July and October 2022 quarter for is impacted by the incurring of costs of our new technical team. The January2021 quarter reflects various payroll and rent COVID programs that the Company benefited from. The quarters from April 2021 through October 2022 reflect the changes in accounting policies relating to lease payments.

Interest and accretion interest recorded in all quarters are impacted by the various interest bearing fundings in existence during each period. The April 2022 quarter is impacted by a penalty interest that was booked as an inducement to settle various past due loans, notes and convertible note and related interest into new two-year convertible notes. The April, July and October 2022 quarters are affected by the increased interest rates on the new two-year convertible notes. Accretion interest during the April 2021 through October 2022 quarters have been impacted by the change in accounting policy regarding lease payments.

Common shares - outstanding share data

	As at Dec. 29,	As at July 31,	As at April 30,
	2022	2022	2022
Basic common shares	226,597,786	226,597,786	226,597,786
Convertible securities:
Issued warrants	90,478,229	90,478,229	90,478,229
Issued stock options	3,300,000	3,300,000	3,300,000
Long-term convertible notes – potential share issuance	64,101,909	64,101,909	57,613,829
Long-term convertible notes – potential warrant issuance	6,488,080	6,488,080	-
Fully diluted common shares	390,966,004	390,966,004	377,989,844

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.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Results – continued

Transactions with Related Parties - continued

• Recorded the fees of the Company's former Chief Executive Officer, to a company owned by him. During the six months ended October 31, 2022, the Company expensed fees totaling $24,000 (October 31, 2021 - $79,741). The amount outstanding in trade accounts payable at October 31, 2022 was $61,151(October 31, 2021 - $3,000).
• Recorded the fees of our former Chief Financial Officer to a company controlled by him. During the three months ended October 31, 2022, the Company expensed fees totaling $Nil (July 31, 2021 - $28,277). The amount outstanding in trade accounts payable at October 31, 2022 was $2,100 (July 31, 2021 - $3,390).
• Recorded fees for strategic consulting services to a company controlled by one of the Company's former Directors. During the six months ended October 31, 2022, the Company expensed fees totaling $Nil (October 31, 2021 - $18,783). The amount outstanding in trade accounts payable at October 31, 2022 was $Nil (October 31, 2021 - $Nil).
• During the six months ended October 31, 2022, the Company recorded directors' fees of $22,957 (October 31, 2021 – $24,000). Included in accounts payable and accrued liabilities are unpaid directors' fees at October 31, 2022 of $55,653 (October 31, 2021 – $71,117). These fees are non-interest bearing, are unsecured and have no fixed term for repayment.
• On August 12 and 27, 2021, the Company completed tranches of a private placement of 11,750,200 units priced at $0.05. Among the participants in this placement were the Company's former Chief Executive Officer, his family and the Company's former Chief Financial Officer, whose combined contribution was $100,000 in exchange for 2,000,000,000 shares and 2,000,000,000 warrants.
• On February 18, 2022, the Company entered into several secured convertible notes totaling $2,863,250, in settlement of various past due loans, convertible notes and advances with several companies that are either wholly or partially owned and controlled by the Company's major shareholder and control person and a shareholder who is related to the Company's major shareholder and control person. These notes, due on February 18, 2024, bear interest rates of 12%, are convertible at a price of $0.05 in the first year and $0.10 in the second year, with a warrant priced at $0.0625, exercisable for a period of two years from date of conversion. Total interest expense on these notes for the six months ended October 31, 2022 amounted to $173,207 (October 31, 2021 - $Nil) and the accrued interest payable included in accounts parable at October 31, 2022 was $243,808 (October 31, 2021 - $Nil).
• On March 2, 2022, the Company completed a shares for debt transaction with QDAC Inc., a company in which the Company's major shareholder and control person holds a significant ownership position by issuing 14,608,936 common shares at a price of $0.05, in settlement of a debt of $730,447.
• On March 7, 2022, the Company completed a shares for debt transaction by issuing 7,187,395 common shares at a price of $0.05 to several companies that are either wholly or partially owned and controlled by the Company's major shareholder and control person and a shareholder who is related to the Company's major shareholder and control person.
• On April 14, 2022 the Company completed the acquisition of a technology licensing agreement from SIMBL Business Enablement, a company co-owned by two individuals who subsequently became advisors to the

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Results – continued

Transactions with Related Parties - continued

Company, by issuing 19,490,000 common shares priced at $0.05, totaling $955,500 and 3,000,000 shares in settlement of an outstanding debt of $169,500 for technology services.

• Compensation of key management personnel and board of directors:

		For the six months ended October 31,
	2022	2021
Wages and director fees	$46,957	$132,018
Consulting fees	-	18,783
	$46,957	$150,801

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 and sales tax recoverable, bank and government indebtedness, accounts payable and accrued liabilities and advances approximate fair value due to the short-term maturity of these financial instruments.

The carrying amount of the long-term convertible notes payable approximates its fair value due to the short time since its issuance.

The Company had no financial instruments to classify within the fair value hierarchy as at October 31, 2022 and 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 receivables. The carrying amount of financial assets represents the maximum credit exposure to the Company. The Company's exposure to trade credit risk as at October 31, 2022 was $Nil (April 30, 2022 - $250) net of allowances.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Financial Instrument Risk Factors - continued

Credit risk - continued

The Company may also have credit risk relating to cash and restricted cash, of $1,360 and $10,000 (April 30, 2022 - $45,700 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.

The Company has taken steps to address its risk by the conversion of a significant amount of its debt into two-year convertible notes and equity. This was accomplished in February, March and May 2022

The following table represents the Company's financial liabilities as at October 31, 2022, identified by type and future contractual dates of payment:

	Total	Under1 Year	1 – 3Years	After3 Years
Bank IndebtednessTrade accounts payable and accrued	$25,000	$25,000	$-	$-
liabilities	930,844	930,844	-	-
Advances	90,800	90,800	-	-
Convertible notes payable	3,205,096	-	3,205,096	-
Government of Canada COVID funding	120,000	-	120,000
	$4,371,740	$1,046,644	$3,325,096	$-

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.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Risks and Uncertainties - continued

• Creating New Technology and Product Features to Existing Technology

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 need for new Internet of Things technology and the desire for additional features and functions for its existing technology.

• 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.

• 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-centric Location Services

Although there is a large and growing amount of interest in this field from, it is still new and relatively untested. There can be no assurances that companies will accept proximity services relating to mobile devices as an acceptable service.

• Vulnerability to Economic Conditions

iSIGN is dependent upon the economic environments in which it operates. Demand for iSIGN's products 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. 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

The nature of iSIGN's products requires a lengthy sales cycle which includes POC projects with prospective clients to demonstrate the viability of our technology. This 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. It may be difficult for iSIGN to identify, engage and market to customers who do not currently utilize proximity centric location technology, or are unfamiliar with our current services or platform. Further, as iSIGN's clients and prospective clients 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 multiple departments prior to receiving a go-ahead for a POC, which can take considerable periods of time. 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.

Management's Discussion & Analysis For the Six Months Ended October 31, 2022

Risks and Uncertainties - continued

• Competition

With iSIGN's expansion beyond commercial and safety/security messaging into the IoT market, iSIGN will be facing increased competition from companies within this field.

• 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.

• 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 December 12, 2022, the Company announced a convertible note of $30,000, with a one-year term and interest at a rate of 12% per annum, payable upon maturity. Under the terms of the note, the Note Holder has the option of converting the principal into units of the Company at a price equal to $0.05 per unit. Each unit is comprised of one common share of the Company and one common share purchase warrant. Each warrant is exercisable to acquire one common share of the Company for a period of two years at an exercise price of $0.075.

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 year ended April 30, 2022.