Cautionary Statement





This Management's Discussion and Analysis includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: "believe," "expect," "plan", "estimate," "anticipate," "intend,"
"project," "will," "predicts," "seeks," "may," "would," "could," "potential,"
"continue," "ongoing," "should" and similar expressions, or words which, by
their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this Form
10-Q. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or from our predictions. We undertake no obligation to update
or revise publicly any forward-looking statements, whether because of new
information, future events, or otherwise.

Unless the context otherwise requires, all references to "we," "us," "our" or the "Company" are to MCX Technologies Corporation and our subsidiaries.

Critical Accounting Policies and Estimates





Our financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("GAAP"). The preparation of these
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, expenses and related
disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our
estimates are based on historical experience and various other assumptions that
we believe to be reasonable under the circumstances. Our actual results could
differ from these estimates. We believe that the assumptions and estimates
associated with revenue recognition, income taxes, stock-based compensation,
research and development costs and impairment of long-lived assets have the
greatest potential impact on our financial statements. Therefore, we consider
these to be our critical accounting policies and estimates.



A description of the Company's critical accounting policies and related
judgments and estimates that affect the preparation of the Company's financial
statements is set forth in under the heading "Critical Accounting Policies and
Estimates" in Item 7, Management's Discussion and Analysis of the Company's
Annual Report on Form 10-K for the year ended December 31, 2021. Such policies
were unchanged during the nine months ended September 30, 2022.



Overview



We intend to acquire or develop technologies that would become the Company's new
operating platform which may include innovations directed toward the internet's
evolution into the Web 3. During 2021 and into the first quarter of 2022,
through our subsidiary, The Collective Experience LLC, we generated revenue by
delivering digital transformation solutions to customer centric organizations
through integrated marketing, data science, and commerce. We are now
transitioning the focus of the Company toward new technologies.



The Company formed a wholly owned subsidiary, McorpCX, LLC ("McorpCX LLC") as a
limited liability company in the state of Delaware on December 14, 2017. On
August 16, 2018, the Company entered into a contribution agreement with McorpCX
LLC pursuant to which the Company transferred to McorpCX LLC all the Company's
assets and liabilities related to the Company's customer experience consulting
business, excluding the underlying technology and databases related thereto
which remained with the Company.



Effective August 3, 2020, the Company sold all of its membership interests in
McorpCX, LLC to mfifty, LLC, a California limited liability company controlled
by Michael Hinshaw, the then current President of McorpCX LLC (the "Purchaser").
Since the Company's professional and related consulting services business, which
constituted substantially all of the Company's operations at the time of the
sale of McorpCX LLC, was conducted through McorpCX LLC, the sale of McorpCX LLC
represented a strategic shift that had a major effect on the Company's
operations and financial results.



As consideration for the sale of McorpCX LLC, the Company received a total of
$352,000 in cash consisting of $100,000 received upon the signing of the
purchase agreement and $252,000 received at the closing of the transaction along
with a $756,000 promissory note. The promissory note has an initial annual
interest rate of 0.99% (to be recalculated at the end of each twelve-month
period subsequent to the date of the note based on the annual Applicable Federal
Rate for mid-term loans on the first business day following each such
twelve-month period) accruing daily on the outstanding balance of the note, and
monthly principal payments are payable to the Company over a term of four or
more years. Monthly principal payments to the Company were initially $7,292 per
month for the first twelve months following the date of the note, and then
during each subsequent twelve-month period are based on the annual revenues of
McorpCX, LLC. On June 11, 2021, the Company and the Purchaser entered into an
amendment to the promissory note whereby the Purchaser agreed to pay the Company
One Hundred Thousand Dollars ($100,000) on or before July 1, 2021 to be applied
towards the outstanding principal amount of the promissory note and then going
forward to pay the remaining principal amount in installments of Twenty Thousand
Dollars ($20,000) each due on the first day of each month commencing on August
1, 2021 until the principal amount is paid in full, with the final payment being
the remaining unpaid outstanding balance due at that time. The amendment to the
promissory note also provides that the promissory note will be considered paid
in full if any of the following occurs: (i) the Purchaser pays at least 90% of
the outstanding balance due (principal and interest) under the promissory note
by December 31, 2021; (ii) the Purchaser pays at least 95% of the outstanding
balance due under the promissory note by June 30, 2022; and (iii) the Purchaser
pays at least 97.5% of the outstanding balance due (principal and interest)
under the promissory note by December 31, 2022. The Company has received a total
of $499,378 as of the date of this report. The note is secured by the
Purchaser's ownership interest in McorpCX LLC.



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One of the various strategies that the Company is pursuing is to create a
protocol to connect the Metaverse to the Physical world. We see a decentralized
approach where there is personalized value exchange between individuals, brands
and peer to peer. This focus supports our vision as a technology and service
provider to virtual and physical Web 3.0 technologies. MCX sees the future
building on top of Web 3.0 platforms to connect the metaverse to the physical
worlds. We believe these platforms will: 1. Create revenue at every loyalty
transaction level between digital and physical interactions, 2. Monetize digital
engagement and assets as users interact in both worlds, and 3. Build how users
control how data is monetized inside. This platform has not yet been developed
in the Company and we continue to pursue this and other technologies to support
future growth. Each of these possible strategies will be thoroughly vetted by
our board of directors to assess the expected level of enterprise value creation
for each strategy compared to the various risks associated with each possible
scenario. In addition, we will require financing to pursue these strategies that
are beyond our current financial resources. Accordingly, there is no assurance
that we will be able to pursue any strategy identified by our board of
directors.



On November 12, 2020, the Company formed The Collective Experience, LLC in
Delaware (the "Collective Experience"). In December 2019, a novel strain of
coronavirus ("COVID-19") was reported in Wuhan, China and has since extensively
impacted the global health and economic environment. The Company is subject to
risks and uncertainties as a result of the COVID-19 pandemic. COVID-19
infections and health risks, including from variants, continue. The severity of
the impact of the COVID-19 pandemic on the Company's business will depend on a
number of factors, including, but not limited to, the duration and severity of
the pandemic and the extent and severity of the impact on the Company's
customers, all of which are uncertain and cannot be predicted. The Company's
future results of operations and liquidity could be adversely impacted by delays
in payments of outstanding receivable amounts beyond normal payment terms,
supply chain disruptions and uncertain demand, and the impact of any initiatives
or programs that the Company may undertake to address financial and operational
challenges faced by its customers. As of the date of issuance of these
consolidated financial statements for the three and nine months ended September
30, 2022, the Company has not had any significant financial losses and the
Company's liquidity has not been negatively impacted as a result of the COVID-19
pandemic, but the extent to which the COVID-19 pandemic may materially impact
the Company's future financial condition, liquidity, or results of operations
remains uncertain.



Sources of Revenue



Prior to the sale of McorpCX, LLC in August 2020, our revenue consisted
primarily of fees from professional and consulting services and other revenue
primarily related to the reimbursement of expenses mostly through the operations
of McorpCX LLC. Product revenue was from productized and software-enabled
service sales not elsewhere classified.



As of September 30, 2022, our only source of revenue was derived from providing
digital transformation services through the Collective Experience that includes
brand strategy, data science, pricing science, customer experience management
consulting and implementation in support of these strategies. As of April 1,
2022, MCX will no longer be signing new client engagements within TCE as we are
not pursuing that segment in order to focus on Web 3 technologies and powering
the Metaverse





Operating Expenses



Cost of Goods Sold



Cost of goods sold consist primarily of expenses directly related to providing
professional and consulting services. Those expenses include contract labor,
third-party services, and materials and travel expenses related to providing
professional services to our clients.

General and Administrative Expenses





General and administrative expenses consist primarily of finance and accounting,
software subscriptions, insurance, stock compensation expense, client delivery,
and sales and marketing. These expenses also include contract services, as well
as marketing and promotion costs, professional fees, software license fee
expenses, administrative costs, insurance, rent and a portion of travel expenses
and other overhead, which are categorized as "other general and administrative
expenses" in our consolidated financial statements. In addition, the other
general and administrative expenses include the professional fees, filing, and
registration costs necessary to meet the requirements associated with having to
file reports with the United States Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, as well as having our stock listed
on the TSX Venture Exchange in Canada and quoted on the OTC Pink Sheets in the
United States.



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Results of Operations

Revenues and Cost of Goods Sold





During the three and nine months ended September 30, 2022, we had $8,745 and
$101,409, respectively, in revenue recognized as well as the related cost of
goods sold of $1,183 and $100,533, respectively, generated from the continuation
of one client contract that was entered into in the last quarter of 2021.



During the three and nine months ended September 30, 2021, we had $240,462 and
$549,778, respectively, in revenue recognized as well as the related cost of
goods sold of $191,126 and $311,295, respectively, generated through continuing
operations from two customer contracts entered into in the last quarter of 2020
plus an additional six customer contracts entered into in 2021.





                                                                                   Percent
                                                                   Change           Change
                                                                    from          from Prior
Net Loss                              2022           2021        Prior Year          Year

Three Months Ended September 30, $ (101,527 ) $ (92,601 ) $ (8,926 )

             10 %

Nine Months Ended September 30, $ (413,244 ) $ (201,921 ) $ (211,323 )

            105 %




Net loss increased to $101,527 for the three months ended September 30, 2022
from a net loss of $92,601 for the three months ended September 30, 2021 mostly
as a result of an increase in net operating loss from continuing operations of
$102,941 in the third quarter of 2022 compared to the same quarter of 2021 of
$98,788, which is primarily the result of a decrease in revenue.



Net loss increased to $413,244 for the nine months ended September 30, 2022 from
a net loss of $201,921 for the nine months ended September 30, 2021. The
increase in net loss in the first three quarters of 2022 compared to same period
of 2021 was primarily a result of a decrease in revenue generated in 2022, the
write off of $40,000 due from a customer that was determined to be
uncollectible, and additional travel expenses, partially offset by less expense
from salaries and wages, and less contract services being provided in the first
three quarters of 2022 compared to the same period in 2021.





                                                                             Percent
                                                             Change           Change
                                                              from          from Prior
Salaries and Wages                 2022        2021        Prior Year          Year

Three Months Ended September 30, $ - $ 7,952 $ (7,952 )

        (100 %)
Nine Months Ended September 30,    $   -     $ 39,066     $    (39,066 )           (100 %)






There were no expenses attributable to salaries and wages for the three or nine
months ended September 30, 2022, as stock options have been fully expensed.
Expenses attributable to salaries and wages for the nine months ended September
30, 2021, consisted exclusively of stock compensation expense.



                                                                       Change from       Percent Change
Contract Services                          2022           2021

Prior Year from Prior Year Three Months Ended September 30, $ 3,055 $ 60,640 $ (57,585 )

                (95 %)

Nine Months Ended September 30, $ 78,267 $ 164,901 $ (86,634 )

                (53 %)

Contract service expenses decreased during the three and nine months ended September 30, 2022, due to management actively seeking to lower costs being provided by contractors in 2022, compared to the same period in 2021. In addition, while the Company is transitioning to Web 3 technologies, we have classified all executive, finance, and administrative services under Other General and Administrative expense.





                                                                                  Percent
                                                                  Change           Change
                                                                   from          from Prior
Other General and Administrative     2022          2021         Prior Year

Year

Three Months Ended September 30, $ 107,448 $ 79,532 $ 27,916

               35 %

Nine Months Ended September 30, $ 327,224 $ 246,122 $ 81,102


              33 %




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Other general and administrative costs increased by $27,916 during the three
months ended September 30, 2022, respectively, compared with the same period in
2021 primarily due the write off of $40,000 due from a customer that was
determined to be uncollectible, offset by a decrease in sales and marketing,
travel expenses, and professional fees in the three months ended September 30,
2022.



Other general and administrative costs increased by $81,102 and nine months
ended September 30, 2022, respectively, compared with the same period in 2021
primarily due to higher legal fees in 2022 compared to 2021, a one-time
commissions and fees payment associated with the sale of land in March 2022,
offset by an overall decrease in sales and marketing, travel expenses in 2022.





                                                                                Percent
                                                                                Change
                                                             Change from      from Prior
Other Income (Expense)               2022        2021        Prior Year          Year

Three Months Ended September 30, $ 1,414 $ 6,187 $ (4,773 )

           (77 %)
Nine Months Ended September 30,    $ (8,629 )   $ 9,685     $     (18,314 )          (189 %)

Other income was $1,414 and other expense was $8,629 in the three and nine months ended September 30, 2022, respectively, compared to other income of $6,187 and $9,685 in the three and nine months ended September 30, 2021, respectively, due to reduced other income from the prior year coupled with an increase in non-recurring other expenses.

Liquidity and Capital Resources

We measure our liquidity in a variety of ways, including the following:

September 30,       December 31,
                                 2022                2021

Cash and cash equivalents $ 2,267 $ 51,393 Working capital

$      (102,994 )   $       49,542

Anticipated Uses of Cash





As of September 30, 2022, our cash and cash equivalents had decreased to $2,267
from $51,393 and our working capital changed to ($102,994) from $49,542 as of
December 31, 2021.



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For the nine months ended September 30, 2022, we were able to finance our
operations with cash generated through cash on hand as well as proceeds of the
sale of McorpCX, LLC. The accompanying consolidated financial statements have
been prepared in accordance with GAAP applicable to a going concern, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.

During the nine months ended September 30, 2022, our primary uses of cash included third party contractors to support our consulting services, and general and administrative expenses to support new business development activities.





We currently plan to fund our expenditures with cash on hand as well as cash
flows generated from the note receivable and possible revenue sources from newly
acquired or developed technologies. If needed, the possibility may exist to
raise additional capital through debt financing and common stock sales. We do
not intend to pay dividends in the foreseeable future. In addition to the
working capital position of the Company, we are seeking new sources of revenue
to fund our capital requirements for our business during the next 12 months.



We received total consideration of $1,108,000 consisting of $352,000 in cash and
a $756,000 promissory note for the sale of McorpCX, LLC, which was completed on
August 3, 2020, which applied to transaction costs as well as investment toward
becoming a technology solutions business. The Company continues to receive
$20,000 per month in payments from the purchaser of McorpCX, LLC. This cash flow
should enable us to meet our liquidity needs over the next 12 months.
Notwithstanding the foregoing, our ability to continue as a going concern is
entirely dependent upon our ability to achieve a level of profitability, and/or
to raise additional capital through debt financing and/or through sales of
common stock. We cannot provide any assurance that profits from operations, if
any, will generate sufficient cash flow to meet our working capital needs and
service our existing obligations, nor that sufficient capital can be raised
through debt or equity financing.



We intend to continue to seek ways to expand upon our business and as such, in
the future we may make acquisitions of businesses or assets or commitments to
additional capital projects. To achieve the long-term goals of expanding our
assets and earnings, including through acquisitions, capital resources may be
required. Depending on the size of a transaction, the capital resources that may
be required can be substantial. The necessary resources may be generated from
cash flow from operations, cash on hand, the proceeds of the sale of McorpCX,
LLC, borrowing against our assets or the issuance of securities, and there is no
assurance these capital resources will be available to us when required.

Cash Flow - Nine months ended September 30, 2022 and 2021

Operating Activities. Net cash used in operating activities increased to $311,364 for the nine months ended September 30, 2022 compared to net cash used in operating activities of $309,569 for the nine months ended September 30, 2021. This increase was primarily due an increase in net loss, offset by a decrease in accounts receivable and a decrease in deferred revenue.





Investing Activities. Net cash provided by investing activities was $262,238 for
the nine months ended September 30, 2022. This included cash received from the
sale of land of $86,530 and cash received from notes receivable - related party
of $175,708. There was cash provided by investing activities of $180,579 for the
nine months ended September 30, 2021 due to cash received from related party
notes receivable of $182,788 offset by the purchase of fixed assets of $2,209.

Financing Activities. There was no cash provided by, or used in, financing activities for the nine months ended September 30, 2022 and 2021.

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