NESTBUILDER.COM CORP. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

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Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national and local general economic and market conditions;
demographic changes; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other risks that might be
detailed from time to time in our filings with the Securities and Exchange
Commission.



Although the forward-looking statements in this Annual Report reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because forward-looking
statements are inherently subject to risks and uncertainties, the actual results
and outcomes may differ materially from the results and outcomes discussed in
the forward-looking statements. You are urged to carefully review and consider
the various disclosures made by us in this report and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect
our business, financial condition, and results of operations and prospects.

Overview

We are engaged in the business of providing digital media and marketing services
for the real estate industry. We currently generate revenue from service fees
(video creation and production and referral fees from our LoseTheAgent.com
website). At the core of our programs is our proprietary video creation
technology which allows for an automated conversion of data (text, video slices
and pictures of home listings) to a video with voice over and music. We provide
video search, storage and marketing capabilities on multiple platform dynamics
for web and mobile. Once a home, personal or community video is created using
our proprietary technology, it can be published to social media, email or
distributed to multiple real estate websites.

In addition, we own and operate the web site LoseTheAgent.com, which is a site
dedicated to peer-to-peer real estate transactions between home sellers and
buyers - the so called For Sale By Owner segment. We currently have
approximately 100,000 home listings across all 50 states. LoseTheAgent.com
website traffic increased 105% in users and 114% in page views over the 11
months ending November 30, 2021, compared to the same period ending November 30,
2020. After adjusting for the discontinuance of advertising and marketing
expenditures in February 2020, LoseTheAgent.com website traffic jumped 176% in
users and 147% in page views over the 9 months ending November 30, 2021,
compared to the same period ending November 30, 2020 (periods during which we
spent $0 on LoseTheAgent.com advertising and marketing). We monetize the website
by charging fees for both listing a home for sale and picking up possible
buyers' messages of interest. We also plan on generating additional revenues by
monetizing seller/buyer data with targeted, interested parties. The web site is
fully functional and is being marketed via various online platforms.



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Going Concern



As a result of our financial condition, management has indicated in a footnote
to our financial statements as of November 30, 2021 their uncertainty as to our
ability to continue as a going concern. In order to continue as a going concern,
we must effectively balance many factors and begin to generate sufficient
revenue to fund our operations. If we are not able to do this, we may not be
able to continue as an operating company. At our current revenue and burn rate,
our cash on hand will not cover our operating expenses for the next twelve
months. There is no assurance that our existing cash flow will ever be adequate
to satisfy our existing operating expenses and capital requirements.



Operating results for the year ended November 30, 2021, compared to the year ended November 30, 2020


Revenue


Total turnover for the year ended November 30, 2021, has been $ 61,050 compared to
$ 73,374 for the year ended November 30, 2020, a decrease of 16%. The decrease is mainly attributable to the decline in traditional virtual tour activities.


Cost of Revenue


Cost of revenues totaled $16,942 for year ended November 30, 2021, compared to
$39,587 for the year ended November 30, 2020, representing a decrease of $22,645
or 57%. Cost of revenues consists primarily of engineering and server costs
incurred in connection with maintenance of our online networks. The decline in
costs is primarily due to a reduction in server costs.



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Operating Expenses



Our operating expenses, which include salaries and benefits, selling and
promotion, amortization and depreciation and general and administrative
expenses, decreased 26% to $84,258, for the year ended November 30, 2021,
compared to $113,842 for the year ended November 30, 2020, a decrease of
$29,584. The decrease was substantially due to a decrease in salary and benefit
expense of $23,327, decreases in selling and promotional expense of $17,020 and
an increase of general and administrative expenses of $10,762 A breakdown of
general and administrative expenses is as follows:



                         Fiscal Year Ended
                            November 30,
Expense                  2021          2020        Increase/(Decrease)
Professional fees      $  56,463     $ 44,615     $              11,848
Insurance                    250        2,477                    (2,227 )
Dues & subscriptions       2,992        2,928                        64
Miscellaneous              5,063        3,986                     1,077
Total                  $  64,768     $ 54,006     $              10,762




Other Income (Expenses)



During the current year, we obtained the remission of our PPP # 1 loan in the amount of $ 13,080 of the SBA. During the year ended November 30, 2020, we repurchased our convertible promissory notes for their holders at a price lower than the principle and the accrued interest due and recognized a gain on these transactions.


                                                   Fiscal Year Ended
                                                      November 30,
Expense                                           2021            2020     

Increase decrease)

Gain on Settlement of Convertible Notes $ – $ 10,438

    $             (10,438 )
Gain on forgiveness of PPP #1 loan from SBA         13,080               - 
                  13,080
Total                                         $     13,080     $    10,438     $               2,642




Net Income/Loss


We suffered a net loss of $ 27,070 for the year ended November 30, 2021, compared to a net loss of $ 69,617 for the year ended November 30, 2020, for a reduction of
$ 42,547.

Liquidity and capital resources


Introduction



Our principal needs for liquidity have been to fund operating losses and working
capital requirements. Our principal source of liquidity as of November 30, 2021,
consisted of cash of $19,622. We expect that working capital requirements will
continue to be our principal need for liquidity over the near term. Working
capital requirements are expected to increase as a result of our anticipated
growth.



We have not yet established an ongoing source of revenues sufficient to cover
our operating costs and allow us to continue as a going concern. Our ability to
continue as a going concern is dependent on obtaining adequate capital to fund
operating losses until we become profitable. If we are unable to obtain adequate
capital, we could be forced to cease operations. Management's plan to meet our
operating expenses in the short term is through equity and/or debt financing.



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Cash Requirements



On November 30, 2021, we had $19,622 cash on-hand, an increase of $15,498 from
the prior year balance of $4,124. Based on our current revenues, cash on hand,
and our current net monthly burn rate of approximately $5,000 we will need to
continue to raise money from the issuance of equity to fund short term
operations.



Sources and Uses of Cash



Operations



Net cash used by operating activities was $44,682 for the year ended November
30, 2021, a decrease of $41,889 from $86,571 used in operating activities in the
year ended November 30, 2020. This decrease was primarily due to the net loss
from the year.



Investments


There was no investment activity for the years ended November 30, 2021,, and 2020, respectively.


Financing


The net cash provided by financing activities was $ 60,180 for the year ended
November 30, 2021, compared to the net cash used by the financing activities of
$ 172,420 for the year ended November 30, 2020.

Off-balance sheet provisions

From November 30, 2021, we have no off-balance sheet arrangement that has or is reasonably likely to have a current or future effect on our financial condition, changes in financial condition, income or expenses, results of operations, liquidity, capital resources that are important to investors.

Critical accounting conventions and estimates

Our significant accounting policies are set out in Note 2 – Summary of significant accounting policies, attached to the footnotes of our financial statements.

Recent accounting positions

We have evaluated recent statements and do not expect their adoption to have a material impact on our financial position or our financial statements.

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