6-K - QYOUF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2022

Commission File Number: 333-265114

QYOU MEDIA INC.

(Name of registrant)

154 University Avenue, Unit 601,

Toronto, Ontario M5H 3Y9

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

o Form 20-F	x Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QYOU Media Inc.
	(Registrant)
Date: November 29, 2022	By:	/s/ Curt Marvis
		Name: Curt Marvis
		Title: Chief Executive Officer

Form 6-K Exhibit Index

Exhibit Number	Document Description
99.1	Q3 2022 Financial Statements
99.2	Q3 2022 Management’s Discussion and Analysis
99.3	CEO Certification
99.4	CFO Certification

Exhibit 99.1

QYOU Media Inc.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2022 and 2021

[unaudited] [expressed in Canadian dollars]

QYOU Media Inc.
Condensed consolidated interim statements of financial position
[unaudited] [expressed in Canadian dollars]
As at	September 30, 2022	December 31, 2021

Assets
Current assets
Cash	3,077,769	6,548,890
Trade receivables	5,814,124	4,131,459
Other receivables	1,562,600	1,623,131
Prepaid expenses [note 11]	1,791,796	2,723,612
	12,246,289	15,027,092
Non-current assets
Property and equipment, net [note 5]	160,598	104,698
Capitalized programming asset, net [note 6]	622,412	189,453
Right-of-use assets, net [note 9]	427,046	753,267
Security deposit	143,893	139,818
Intangible assets, net [notes 4 & 7]	943,079	997,939
Goodwill [notes 4 & 8]	3,351,729	3,399,639
	17,895,046	20,611,906
Liabilities
Current liabilities
Trade and other payables	7,062,679	4,700,239
Contingent consideration [note 4]	1,007,740	861,697
Deferred revenue	158,876	257,921
Lease liabilities [note 10]	244,288	242,489
Borrowings	7,756	7,756
	8,481,339	6,070,102
Non-current liabilities
Contingent consideration [note 4]	1,041,935	1,777,215
Deferred tax liabilities	224,174	227,659
Lease liabilities [note 10]	238,392	558,344
Borrowings	57,777	52,857
	10,043,617	8,686,177
Shareholders’ equity
Share capital [note 11]	47,010,202	44,758,863
Warrants [note 11]	3,587,506	3,700,682
Share-based payment reserve [note 12]	11,279,036	9,907,637
Foreign exchange translation reserve	259,264	120,235
Accumulated deficit	(53,452,080	(46,118,245
Equity attributable to shareholders' of the Company	8,683,928	12,369,172
Non-controlling interests [note 13]	(832,499	(443,443
	7,851,429	11,925,729
	17,895,046	20,611,906
Contingencies [note 14]
Subsequent events [note 19]
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
On behalf of the Board:
"Signed"		"Signed"

All values are in US Dollars.

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| --- | | QYOU Media Inc. | | | | | | --- | --- | --- | --- | --- | | Condensed consolidated interim statements of loss and comprehensive loss | | | | | | [unaudited] [expressed in Canadian dollars, except number of shares] | | | | | | For the three and nine months ended September 30, | 2022 | 2021 | 2022 | 2021 | | | | | | | | REVENUE [note 18] | 7,244,558 | 4,725,463 | 19,362,601 | 7,548,913 | | OPERATING EXPENSES | | | | | | Content and productions costs | 4,620,558 | 3,065,362 | 12,596,941 | 6,487,936 | | Sales and marketing | 1,070,288 | 1,199,665 | 3,970,243 | 1,853,819 | | Legal and consulting | 757,881 | 390,301 | 1,915,095 | 1,485,741 | | Salaries and benefits | 1,496,034 | 1,040,992 | 3,851,064 | 2,132,013 | | Share-based compensation | 744,980 | 1,048,816 | 2,615,022 | 3,109,491 | | General and administrative | 620,367 | 188,757 | 1,505,193 | 366,453 | | Depreciation and amortization | 184,209 | 61,301 | 449,705 | 126,123 | | Gain on termination of lease | — | — | (12,437 | — | | Gain on loan forgiveness | — | — | — | (211,472 | | Loss on remeasurement of contingent consideration | — | — | 25,952 | — | | Foreign exchange (gain) loss | (58,986 | 62,798 | (62,392 | 69,953 | | Interest and other expenses | 52,948 | 19,768 | 207,186 | 75,454 | | Total operating expenses | 9,488,279 | 7,077,760 | 27,061,572 | 15,495,511 | | Loss before income taxes | (2,243,721 | (2,352,297 | (7,698,971 | (7,946,598 | | Income tax expense (recovery) | (126,044 | — | 23,920 | 45,240 | | NET LOSS | (2,117,677 | (2,352,297 | (7,722,891 | (7,991,838 | | Other comprehensive gain (loss) | | | | | | Item that may be reclassified subsequently to income: | | | | | | Exchange gain on translation of foreign operations | 320,334 | 307,245 | 139,029 | 399,230 | | Total other comprehensive income | 320,334 | 307,245 | 139,029 | 399,230 | | COMPREHENSIVE LOSS | (1,797,343 | (2,045,052 | (7,583,862 | (7,592,608 | | Net loss attributable to: | | | | | | Equity owners of the Company | (2,040,513 | (2,253,284 | (7,333,835 | (7,637,539 | | Non-controlling interests [note 13] | (77,164 | (99,013 | (389,056 | (354,299 | | | (2,117,677 | (2,352,297 | (7,722,891 | (7,991,838 | | Net loss per share - basic and diluted | (0.01 | (0.01 | (0.02 | (0.02 | | Weighted average number of shares outstanding - basic and diluted | 422,571,336 | 387,295,463 | 412,172,395 | 360,021,765 | | The accompanying notes are an integral part of these condensed consolidated interim financial statements. | | | | |

All values are in US Dollars.

| -  2  - |

| --- | | QYOU Media Inc. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Condensed consolidated interim statements of changes in shareholders’ equity (deficiency) | | | | | | | | | | For the nine months ended September 30, 2022 and 2021 | | | | | | | | | | [unaudited] [expressed in Canadian dollars, except number of shares] | | | | | | | | | | | Common shares | Share capital | Warrants | Share-based payment reserve | Non-controlling interests | Foreign exchange translation reserve | Accumulated deficit | Total | | | # | $ | | | | | | | | Balance, December 31, 2020 | 265,733,521 | 26,862,214 | 2,215,005 | 6,911,264 | (296,520 | (161,256 | (35,846,120 | (315,413 | | Issuance of common shares and warrants, net of issuance costs [note 11] | 48,968,435 | 8,901,516 | 1,931,673 | 993,666 | — | — | — | 11,826,855 | | Share-based compensation [note 12] | 83,333 | 38,750 | — | 3,070,741 | — | — | — | 3,109,491 | | Compensation options and warrants exercised [note 11] | 68,790,999 | 6,607,524 | (445,995 | (180,983 | — | — | — | 5,980,546 | | Restricted share units redeemed [note 12] | 11,925,007 | 1,931,333 | — | (1,931,333 | — | — | — | — | | Share options exercised [note 12] | 5,293,270 | 482,009 | — | (189,442 | — | — | — | 292,567 | | Exchange difference on translating foreign operations | — | — | — | — | — | 399,230 | — | 399,230 | | Comprehensive loss | — | — | — | — | (354,299 | — | (7,637,539 | (7,991,838 | | Balance, September 30, 2021 | 400,794,565 | 44,823,346 | 3,700,683 | 8,673,913 | (650,819 | 237,974 | (43,483,659 | 13,301,438 | | Balance, December 31, 2021 | 401,394,314 | 44,758,863 | 3,700,682 | 9,907,637 | (443,443 | 120,235 | (46,118,245 | 11,925,729 | | Share-based compensation [note 12] | — | — | — | 2,615,022 | — | — | — | 2,615,022 | | Compensation options and warrants exercised [note 11] | 16,428,163 | 1,016,751 | (113,176 | (11,722 | — | — | — | 891,853 | | Restricted share units redeemed [note 12] | 5,733,342 | 1,231,333 | — | (1,231,333 | — | — | — | — | | Share options exercised [note 12] | 33,328 | 3,255 | — | (568 | — | — | — | 2,687 | | Exchange difference on translation foreign operations | — | — | — | — | — | 139,029 | — | 139,029 | | Comprehensive loss | — | — | — | — | (389,056 | — | (7,333,835 | (7,722,891 | | Balance, September 30, 2022 | 423,589,147 | 47,010,202 | 3,587,506 | 11,279,036 | (832,499 | 259,264 | (53,452,080 | 7,851,429 | | The accompanying notes are an integral part of these condensed consolidated interim financial statements. | | | | | | | | |

All values are in US Dollars.

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| --- | | QYOU Media Inc. | | | | --- | --- | --- | | Condensed consolidated interim statements of cash flows | | | | [unaudited] [expressed in Canadian dollars] | | | | For the nine months ended September 30, | 2022 | 2021 | | | | | | Operating activities | | | | Net loss | (7,722,891 | (7,991,838 | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Gain on lease termination | (12,437 | — | | Loss on remeasurement of contingent liability | 25,952 | — | | Warrants issued for compensation | 3,133 | — | | Unrealized foreign exchange (gain) loss | 59,038 | 62,798 | | Depreciation and amortization | 449,705 | 126,123 | | Share-based compensation | 2,615,022 | 3,109,491 | | Gain on loan forgiveness | — | (211,472 | | Income tax expense | 23,920 | — | | Interest expense | 15,745 | 53,399 | | | (4,542,813 | (4,851,499 | | Changes in non-cash working capital items | | | | Trade receivables | (1,682,665 | (2,678,376 | | Other receivables | 60,531 | (524,688 | | Prepaid expenses | 931,816 | (2,426,094 | | Security deposit | (4,075 | 28,789 | | Trade and other payables | 2,362,440 | 1,616,923 | | Deferred revenue | (99,045 | 72,081 | | Cash used in operating activities | (2,973,811 | (8,762,864 | | Investing activities | | | | Capitalized programming asset | (623,462 | (94,384 | | Purchase of property and equipment | (102,310 | (12,948 | | Contingent consideration payment | (570,311 | — | | Acquisition of Chatterbox [note 4] | — | (1,882,560 | | Cash used in investing activities | (1,296,083 | (1,989,892 | | Financing activities | | | | Repayment of lease obligation [note 10] | (196,952 | (102,191 | | Repayment of loan | — | (3,700 | | Proceeds from exercise of options [note 12] | 2,498 | 292,568 | | Proceeds from exercise of compensation options and warrants [note 11] | 888,908 | 5,980,545 | | Issuance of shares and warrants, net of issuance costs [note 11] | — | 11,826,865 | | Cash provided by financing activities | 694,454 | 17,994,087 | | Net change in cash | (3,575,440 | 7,241,331 | | Effect of foreign exchange on cash | 104,319 | (184,126 | | Cash, beginning of period | 6,548,890 | 710,394 | | Cash, end of period | 3,077,769 | 7,767,599 | | The accompanying notes are an integral part of these condensed consolidated interim financial statements. | | |

All values are in US Dollars.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

1.	BUSINESS AND ORGANIZATION

QYOU Media Inc. (“QYOU” or the “Company”) was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.”. The registered and head office of the Company is 154 University Avenue, Suite 601, Toronto, ON M5H 3Y9. The Company is a global media company that, through its subsidiaries, curate, produce and distributes content created by social media stars and digital content creators.

The Company has the following subsidiaries:

Entity name	Country	Ownership percentage September 30, 2022	Ownership percentage December 31, 2021
		%	%
QYOU Media Inc.	Canada	100	100
QYOU Productions Inc.	Canada	100	100
QYOU Limited	Ireland	100	100
QYOUTV International Limited	Ireland	100	100
QYOU USA Inc.	USA	100	100
QYOU Media India Private Ltd.	India	88	88
Chatterbox Technologies Private Ltd.	India	98	97

Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.

Impact of COVID-19

During the three and nine months ended September 30, 2022 and 2021, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others.

Change of Fiscal Year-end

Effective in 2021, the Company changed its fiscal year end from June 30 to December 31 in order to align the Company’s year-end with that of comparative media companies. Accordingly, the condensed consolidated interim financial statements present the statements of financial position as at September 30, 2022 and December 31, 2021, and the results of operations for the three and nine months ended September 30, 2022 and 2021.

2.	BASIS OF PRESENTATION
[a]	Statement of Compliance
---	---

These unaudited condensed consolidated interim financial statements (“financial statements”) were prepared using the same accounting policies and methods as those used in the Company’s audited consolidated financial statements for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020. These financial statements have been prepared in compliance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain disclosures normally included in annual financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been omitted or condensed. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

The timely preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingencies, if any, as at the date of the financial statements, and the reported amounts of revenue and expenses during the three and nine months ended September 30, 2022. By their nature, estimates are subject to measurement uncertainty and changes in such estimates in future periods could require a material change in the financial statements.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on November 29, 2022.

[b]	Functional Currency and Presentation Currency

These financial statements are presented in Canadian dollars, which is the functional currency of QYOU Media Inc.

The functional currencies of the Company’s subsidiaries are as follows:

Name of Subsidiary	Jurisdiction of incorporation	Functional currency
QYOU Media Inc.	Canada	Canadian dollar
QYOU Productions Inc.	Canada	Canadian dollar
QYOU Limited	Ireland	Euro
QYOUTV International Limited	Ireland	Euro
QYOU USA Inc.	USA	US dollar
QYOU Media India Private Ltd.	India	Indian rupee
Chatterbox Technologies Private Ltd.	India	Indian rupee
[c]	Basis of Consolidation
---	---

The interim financial statements incorporate the financial information of the Company and the subsidiaries over which the Company has control. An entity is controlled when the Company has the ability to direct the relevant activities of the entity, has exposure or rights to variable returns from its involvement with the entity and is able to use its power over the entity to affect its returns from the entity.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control as prescribed by IFRS 10 - Consolidated Financial Statements. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the unaudited consolidated interim statements of operations and comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

All intercompany assets and liabilities, equity, income, expenses and cash flows are eliminated in full on consolidation.

[d]	Use of Estimates and Judgments

The preparation of these financial statements in conformity with IFRS requires management to make estimates and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities, consistent with those disclosed in the audited consolidated financial statements for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020, and described in these financial statements. Actual results could differ from these estimates.

Estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future. Estimates and underlying assumptions are reviewed on an ongoing basis. These estimates and judgements are consistent with those disclosed in the Company’s audited consolidated financial statements for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | | --- | --- |

The significant accounting policies used in preparing these financial statements are unchanged from those disclosed in the Company’s audited consolidated financial statements for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020, and have been applied consistently to all periods presented in these financial statements.

New standards, amendments andinterpretations not yet adopted by the Company

The following new accounting standards have been issued but not yet adopted by the Company as at September 30, 2022:

IAS 1, Presentation of Financial Statements (“IAS1”)

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. In July 2020, the effective date was deferred to January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statements 2, Making Materiality Judgements, to help entities provide accounting policy disclosures that are more useful by replacing the requirement to disclose "significant" accounting policies with a requirement to disclose "material" accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted. The Company is currently evaluating the impact of these amendments on its financial statements and will apply the amendments from the effective date.

IAS 8, Accounting Policies, Changes in AccountingEstimates and Errors (“IAS 8”)

In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment replaces the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates.

The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

IAS 12, Income Taxes (“IAS 12”)

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offset temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations.

The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is still assessing the impact of adopting these amendments on its financial statements.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | 4. | BUSINESS COMBINATION | | --- | --- |

Chatterbox

On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox, an influencer marketing company based in India for total consideration of $4,711,063, as part of the Company’s international distribution and strategic partnerships growth strategy. The purchase consideration consisted of cash consideration of $2,630,345, working capital adjustment of $106,837, 2021 earnings before income tax, depreciation and amortization (“EBITDA”) adjustments of ($68,103) and $2,552,135 of contingent consideration.

The share acquisition of Chatterbox qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of Chatterbox have been included in the condensed consolidated interim financial statements of the Company from the date of acquisition, which is the date the Company obtained control.

The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:


Cash and cash equivalents
Trade receivables
Other receivables
Customer relationships
Brand name
Goodwill
Trade and other payables		)
Deferred tax liabilities		)

All values are in US Dollars.

Goodwill arising from the acquisition reflects the benefits attributable to synergies, revenue growth and future market development. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. Goodwill is not deductible for income tax purposes.

During the fiscal period ending December 31, 2021, the Company paid additional consideration related to working capital adjustments of $106,837, with net post acquisition measurement adjustments of $37,352. The contingent consideration is classified as Level 3 in the fair value hierarchy. The contingent consideration fair value is based on the present value of the estimated likely obligation.

During the three and nine months ended September 30, 2022, the Company recorded a loss on the remeasurement of contingent consideration of $nil and $25,952 respectively, made a payment of $570,311 and as at September 30, 2022, the fair value of the contingent consideration was $2,049,675 (December 31, 2021 of $2,638,912). The Company received an additional 1% of the shares of Chatterbox in connection with the first contingent consideration payment. The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at September 30, 2022 would change the valuation of the liability by approximately $88,000.

The Non-Controlling Interest (“NCI”) on the transaction meets the definition of a liability as the Company is obligated to purchase the remaining 2% of common shares. The amount payable is included in contingent consideration and is measured at fair valued through profit or loss.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

The contingent consideration as at September 30, 2022:

	Earnout

As at December 31, 2020
Acquisition - Chatterbox
Loss on remeasurement of contingent<br> consideration
Effects of foreign exchange
Balance – December 31, 2021
Loss on remeasurement of contingent<br> consideration
Payment of contingent consideration		)
Effects of foreign exchange		)
Balance – September 30, 2022
Current
Non-current

All values are in US Dollars.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | 5. | PROPERTY AND EQUIPMENT | | --- | --- |

The Company’s property and equipment are as follows:

	Computer hardware and equipment	Furniture and fixtures
Cost
As at December 31, 2020
Additions
Foreign exchange
As at December 31, 2021
Additions
Foreign exchange
As at September 30, 2022

Accumulated depreciation
As at December 31, 2020
Depreciation
Foreign exchange
As at December 31, 2021
Depreciation
Foreign exchange
As at September 30, 2022

Net book value
As at December 31, 2021
As at September 30, 2022

All values are in US Dollars.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

6.	CAPITALIZED PROGRAMMING ASSET

The Company’s capitalized programming asset are as follows:

Cost
As at December 31, 2020
Additions
Effects of foreign exchange
As at December 31, 2021
Additions
Effects of foreign exchange
As at September 30, 2022
Accumulated amortization
As at December 31, 2020
Amortization
Effects of foreign exchange
As at December 31, 2021
Amortization
Effects of foreign exchange
As at September 30, 2022
Net book value
As at December 31, 2021
As at September 30, 2022

All values are in US Dollars.

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| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

7.	INTANGIBLE ASSETS

A summary of the Company’s intangible assets are as follows:

	Brand QYOU	Brand Chatterbox	Customer relationships	Total

As at December 31, 2020
Acquisition - Chatterbox
Effects of foreign exchange
As at December 31, 2021
Effects of foreign exchange
As at September 30, 2022

Accumulated amortization
As at December 31, 2020
Amortization
Effects of foreign exchange
As at December 31, 2021
Amortization
Effects of foreign exchange
As at September 30, 2022

Net book value
As at December 31, 2021
As at September 30, 2022

All values are in US Dollars.

8.	GOODWILL

A summary of the Company’s goodwill is as follows:


As at December 31, 2020
Acquisition - Chatterbox
Chatterbox - Working capital adjustments
Effects of foreign exchange
Balance – December 31, 2021
Effects of foreign exchange		)
Balance – September 30, 2022

All values are in US Dollars.

| -  12  - |

| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

9.	RIGHT-OF-USE ASSETS

The Company has three office leases with maturities ranging between 1 to 3 years.

The Company’s right-of-use assets are as follows:


Balance – December 31, 2020
Additions
Depreciation		)
Effects of foreign exchange		)
Balance – December 31, 2021
Additions
Termination of lease		)
Depreciation		)
Effects of foreign exchange		)
Balance – September 30, 2022

All values are in US Dollars.

10.	LEASE LIABILITIES

The Company’s lease liabilities are as follows:


Balance – December 31, 2020
Additions
Add: Interest expense
Less: Lease payments		)
Effects of foreign exchange		)
Balance – December 31, 2021
Additions
Termination of lease		)
Add: Interest expense
Less: Lease payments		)
Effects of foreign exchange
Balance – September 30, 2022
Current
Non-current

All values are in US Dollars.

In March of 2022, the Company terminated its lease agreement for office space for the QYOU Media India Private Ltd. and recognized a gain on termination of $nil during the three months ended September 30, 2022 (2021 - $nil) and $12,437 during the nine months ended September 30, 2022 (2021 - $nil).

| -  13  - |

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| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | 11. | SHARE CAPITAL | | --- | --- |

	Common shares		Warrants				Compensation options
	#		#				#
Balance, December 31, 2020		265,733,521		72,037,552				9,219,635
Issuance of common shares and warrants, net of issuance costs [a] [b]		48,968,435		20,535,780				3,285,724
Compensation options and warrants exercised [c] [d]		69,361,582		(56,898,507	)	)		(8,174,553	)	)
RSU Redeemed [e]		11,925,007		—				—
Share options exercised [f]		5,322,436		—				—
Share-based compensation [g]		83,333		—				—
Compensation options and warrants expired		—		(14,250	)			(189,907	)
Balance, December 31, 2021		401,394,314		35,660,575				4,140,899
Compensation options and warrants exercised [h]		16,428,163		(15,062,291	)	)		(910,582	)	)
RSUs redeemed [i]		5,733,342		—				—
Share options exercised [j]		33,328		—				—
Compensation options and warrants expired		—		(37,504	)			(17,500	)
Balance, September 30, 2022		423,589,147		20,560,780				3,212,817

All values are in US Dollars.

[a]

During the three months ended March 31, 2021, the Company completed the issuance of 41,071,560 units of the Company as part of a private placement at a price of $0.28 per unit. The total gross proceeds from the issuance was $11,500,037. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant exercisable to purchase one common share at a price of $0.45 (a “45 Cent Warrant”).

Each 45 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.45 per 45 Cent Warrant Share until February 25, 2023. The fair value of each 45 Cent Warrant is $0.1837 per warrant, calculated using the Black-Scholes options pricing model with a market price per common share of $0.315 on the date of grant, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.

Total transaction costs consisted of $2,942,270 in cash and issuance of 3,285,724 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until February 25, 2023 at a price of $0.28. Total fair value of the compensation options was determined to be $993,666. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per common share of $0.315, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.

[b]

On August 16, 2021 the Company completed the issuance of 7,896,875 common shares as part of a non-brokered private placement at a price of $0.32 per share. Total gross proceeds from the issuance was $2,527,000. In addition to the issuance of common shares, the Company also granted the investor a right to subscribe for an additional US $2,000,000 worth of common shares between January 1, 2022 and March 31, 2022 at the greater of $0.42 per share and a discounted price based on the volume weighted-average price of the common shares on the TSXV. The option meets the definition of a derivative liability, and as such was initially recognized at its fair value of $114,532. The fair value of the liability was estimated by utilizing a Monte Carlo simulation. As at December 31, 2021, the Company revalued the liability relating to the derivative, and determined that the fair value was $nil, due to decreases in the trading price of the Company’s common shares on the TSXV. As such, the Company has recognized a gain on revaluation of derivative liability in the consolidated statements of loss and comprehensive loss of $114,532 in the nine months ended December 31, 2021. Total transaction costs consisted of $251,577 in cash. On the date of the investment, the Company purchased media credits in the amount of $2,000,000 USD from the investor. Of this amount, $158,072 CAD remains in the prepaid expenses as of September 30, 2022 to be utilized over the remaining fiscal year.

| -  14  - |

| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | [c] | During the twelve months ended December 31, 2021, 8,174,553 compensation options were exercised for proceeds of $413,425. Upon exercise of the compensation options the Company issued 8,174,553 common shares, 2,189,092 5 Cent Warrants, 332,500 8 Cent Warrants, 844,541 10 Cent Warrants, 897,389 12 Cent Warrants and 25,000 45 Cent Warrants. | | --- | --- | | [d] | During the twelve months ended December 31, 2021, 17,489,913 5 Cent Warrants, 4,152,510 8 Cent Warrants, 19,118,750 10 Cent Warrants and 20,425,856 12 Cent Warrants were exercised for proceeds of $4,702,478. Upon the exercise of the warrants the Company issued 61,187,029 common shares. | | --- | --- | | [e] | During the twelve months ended December 31, 2021, 11,925,007 restricted share units were redeemed for 11,925,007 common shares. | | --- | --- | | [f] | During the twelve months ended December 31, 2021, 5,322,436 share options were exercised for proceeds of $298,505. Upon the exercise of the share options 5,322,436 common shares were issued. | | --- | --- | | [g] | During the twelve months ended December 31, 2021, the Company issued 83,333 common shares to a non-related party resulting in a recognition of $34,583 share-based compensation expense. | | --- | --- | | [h] | During the nine months ended September 30, 2022, 2,249,990 8 cent warrants and 13,267,591 5 cent warrants were exercised for proceeds of $843,379. Upon the exercise of the warrants the Company issued 15,517,581 common shares. In addition, 910,582 compensation options were exercised for proceeds of $45,529, upon exercise, the Company issued 910,582 common shares. | | --- | --- | | [i] | During the nine months ended September 30, 2022, 5,733,342 restricted share units were redeemed for 5,733,342 common shares. | | --- | --- | | [j] | During the nine months ended September 30, 2022, 33,328 share options were exercised for proceeds of $2,498. Upon the exercise of the share options, 33,328 common shares were issued. | | --- | --- |

The following is a summary of the Company’s warrants outstanding as at September 30, 2022:

Warrants Outstanding
Expiry date	Exercise price	Number Outstanding
	$	#
February 25, 2023	0.45	20,560,780

The following is a summary of the Company’s warrants outstanding as at December 31, 2021:

Warrants Outstanding
Expiry date	Exercise price	Number Outstanding
	$	#
February 11, 2022	0.08	2,249,990
June 30, 2022	0.05	12,849,805
February 25, 2023	0.45	20,560,780
	0.28	35,660,575
12.	SHARE-BASED COMPENSATION
---	---

The Company has established a share option plan and restricted share unit (“RSU”) plan for directors, officers, employees and consultants of the Company. The Company’s Board of Directors determines, among other things, the eligibility of individuals to participate in these plans and the term, vesting periods, and the exercise price of share options granted to individuals under the share option plan.

Each share option converts into one common share of the Company on exercise and on receipt of exercise price. Each RSU converts into one common share of the Company on the date of vesting at $nil exercise price. Share options may be exercised at any time from the date of vesting to the date of their expiry.

| -  15  - |

| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 | | [i] | Share options | | --- | --- |

Changes in the number of share options during the nine months ended September 30, 2022, and twelve months ended December 31, 2021 were as follows:

	Number of options
	#
Outstanding as at December 31, 2020		22,500,541
Granted		19,125,000
Forfeited		(260,938	)
Expired		(112,513	)
Cancelled		(150,000	)
Exercised		(5,322,436	)
Outstanding as at December 31, 2021		35,779,654
Granted		2,185,000
Forfeited		(4,231,771	)
Exercised		(33,328	)
Outstanding as at September 30, 2022		33,699,555

All values are in US Dollars.

There were nil share options and 2,185,000 share options granted for the three months and nine months ended September 30, 2022. The fair value of share options granted during the nine months ended September 30, 2022 and twelve months ended December 31, 2021 at the date of grant using the Black Scholes option pricing model using the following inputs:


Grant date share price	0.21	$0.18 - $0.38
Exercise price	0.21	$0.18 - $0.37
Expected dividend yield	—	—
Risk free interest rate	2.47%	0.35% - 1.56%
Expected life	5 years	5 years
Expected volatility	111%	100% - 115%

All values are in US Dollars.

Expected volatility was estimated by using the historical volatility of the Company. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on government bonds with a remaining term equal to the expected life of the options.

| -  16  - |

| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

The following table is a summary of the Company’s share options outstanding as at September 30, 2022:

Options outstanding			Options exercisable
Exercise price	Number outstanding	Weighted average remaining contractual life [years]	Exercise price	Number exercisable
$	#	#	$	#
0.050	7,622,903	3.02	0.050	4,679,227
0.060	2,000,000	1.96	0.060	2,000,000
0.075	2,866,650	1.66	0.075	2,633,330
0.180	4,350,000	3.58	0.180	1,812,544
0.210	2,185,000	4.78	0.210	227,560
0.275	3,425,000	4.40	0.275	931,340
0.300	8,600,002	3.67	0.300	3,373,726
0.360	2,000,000	3.96	0.360	625,020
0.370	300,000	3.91	0.370	100,000
0.500	350,000	0.32	0.500	350,000
0.192	33,699,555	3.37	0.157	16,732,747

The following table is a summary of the Company’s share options outstanding as at December 31, 2021:

Options outstanding			Options exercisable
Exercise price	Number outstanding	Weighted average remaining contractual life [years]	Exercise price	Number exercisable
$	#	#	$	#
0.050	7,622,903	3.51	0.050	3,338,622
0.060	2,000,000	2.45	0.060	2,000,000
0.075	2,899,979	2.16	0.075	2,242,516
0.180	4,350,000	4.07	0.180	996,908
0.275	3,425,000	4.90	0.275	65,634
0.300	8,600,001	4.17	0.300	1,751,962
0.360	2,000,000	4.45	0.360	250,008
0.370	300,000	4.41	0.370	43,750
0.500	4,581,771	0.29	0.500	4,581,771
0.228	35,779,654	3.35	0.234	15,271,171

| -  17  - |

| --- |

| QYOU Media Inc. |

Changes in the number of RSUs during the nine months ended September 30, 2022 and twelve months ended December 31, 2021 were as follows:

	Number of RSUs			Number exercisable
	#			#
Outstanding as at December 31, 2020		16,225,000			7,575,000
Vested		—			4,350,007
Granted		13,650,000			—
Redeemed		(11,925,007	)		(11,925,007	)
Outstanding as at December 31, 2021		17,949,993			—
Vested		—			5,733,342
Granted		550,000			—
Redeemed		(5,733,342	)		(5,733,342	)
Outstanding as at September 30, 2022		12,766,651			—

550,000 RSUs were granted during the nine months ended September 30, 2022 (twelve months ended December 31, 2021 - 13,650,000).

During the three and nine months ended September 30, 2022 and 2021, the Company recognized the share-based compensation expense associated with share options and RSUs issued under the share options and RSU plans as follows:

For the three and nine months ended September 30,	2022	2021	2022	2021

Share options
RSUs
Share-based compensation expense

All values are in US Dollars.

13.	NON-CONTROLLING INTEREST

The Company has an 88% (December 31, 2021 - 88%) ownership interest in QYOU India.

Reconciliation of non-controlling interest is as follows:


Balance — December 31, 2020		)
Share of net loss for the period		)
Balance — December 31, 2021		)
Share of net loss for the period		)
Balance — September 30, 2022		)

All values are in US Dollars.

| -  18  - |

| --- |

| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

The following is a summary of QYOU India’s stand-alone financial results:

	As at September 30, 2022	As at December 31, 2021

Current assets
Non-current assets
Current liabilities
Non-Current liabilities



Revenue (three months ended)
Revenue (nine months ended)
Net income (loss) (three months ended)
Net income (loss) (nine months ended)

All values are in US Dollars.

14.	CONTINGENCIES

In the ordinary course of business, from time to time the Company is involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company’s exposure to these claims to be material to these financial statements.

15.	RELATED PARTY TRANSACTIONS

Key management personnel and directors include the Company’s CEO, CFO, executives and members of the Board of Directors. The compensation paid or payable to key management and directors comprised of the following:

Compensation expense for the Company’s key management personnel for the nine months ended September 30, 2022 and 2021 were as follows:

For the nine months ended September 30,	2022	2021

Salaries, benefits and consulting fees
Share-based payments

All values are in US Dollars.

Included in trade and other payables is $206,883 (December 31, 2021 - $167,126) owing to executives for expense reimbursement and sales commissions.

| -  19  - |

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| QYOU Media Inc. |

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all customers who wish to trade on credit terms. As at September 30, 2022, two customers represented 20% (December 31, 2021, two customers represented 37%) of the outstanding trade receivable balance. As at September 30, 2022, the Company recorded a provision of $113,638 for expected credit loss (December 31, 2021 - $32,238).

The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

The aging of trade receivables is as follows:

	September 30, 2022		December 31, 2021

Current		4,925,042
1 to 30 days		265,189
31 to 60 days		571,696
> 60 days		165,835
		5,927,762
Less: credit loss impairment		113,638
Total trade receivables		5,814,124

All values are in US Dollars.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows and the issuance of share capital.

The Company is obligated to the following contractual maturities of undiscounted cash flows:

			Contractual cash flows
	Carrying amount	Total contractual cash flows	Year 1	Year 2	Year 3	Year 4	Year 5 and beyond
	$	$	$	$	$	$	$
Trade and other payables	7,062,679	7,062,679	7,062,679	—	—	—	—
Lease liabilities	482,680	490,370	251,592	195,028	43,750	—	—
Contingent consideration	2,049,675	2,771,930	1,163,668	1,608,262	—	—	—
Borrowings	65,533	312,006	11,176	11,176	11,176	11,176	267,302

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

Foreign Currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from USD and Indian Rupee denominated cash and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements.

| -  20  - |

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| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to cash flow interest rate risk as at September 30, 2022.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risks as at September 30, 2022.

Fair values

The carrying values of cash, trade receivables, other receivables and trade and other payables approximate the fair values due to the short-term nature of these items. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The carrying value of borrowings approximate the fair value and risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

•	Level 1 - Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active<br>markets.
•	Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar<br>assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active;<br>or other inputs that are observable or can be corroborated by observable market data.
---	---
•	Level 3 - Significant unobservable inputs, which are supported by little or no market activity. The fair<br>value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring<br>fair value.
---	---

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The contingent consideration is recognized as Level 3 (Note 4) and recorded at fair value through profit and loss.

17.	CAPITAL MANAGEMENT

The Company defines its capital as shareholders’ equity. The Company’s objectives when managing capital are to build liquidity and shareholders’ equity to ensure that strategic objectives are met. The Company makes every attempt to manage its liquidity to minimize shareholder dilution when possible.

| -  21  - |

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| QYOU Media Inc. |

| --- | | NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS | | [unaudited] [expressed in Canadian dollars, unless otherwise noted] | | September 30, 2022 and 2021 |

The Company policy on dividends is to retain cash to keep funds available to finance operations and growth.

Capital structure is managed within guidelines approved by the Board of Directors. The Company makes adjustments to its capital structure based on changes in economic conditions and planned requirements. The Company has the ability to adjust its capital structure by issuing new equity or debt.

18.	SEGMENT INFORMATION

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the distribution of curated media content. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets, net of intercompany balances, by geography are presented below:

As at and for the three and nine months ended September 30, 2022
	Canada				India
							$
Revenue (three months ended September 30, 2022)		—	3,179,839	(195		4,064,914	7,244,558
Revenue (nine months ended September 30, 2022)		—	7,070,530	10,630		12,281,441	19,362,601
Current assets		795,670	3,930,335	6,624		7,513,660	12,246,289
Non-current assets		4,681,804	40,962	79,112		846,879	5,648,757
As at and for the three and nine months ended September 30, 2021
		Canada	USA	Ireland		India	Total
							$
Revenue (three months ended September 30, 2021)		—	1,414,142	4,948		3,306,373	4,725,463
Revenue (nine months ended September 30, 2021)		—	2,967,239	80,375		4,501,299	7,548,913
Current assets		5,681,313	1,709,472	20,066		7,396,664	14,807,516
Non-current assets		4,509,787	40,933	87,494		300,693	4,938,907

All values are in US Dollars.

As at September 30, 2022, one customer (2021 - two customers) represented 10% or more of total revenue.

	September 30, 2022		September 30, 2021
	%		%
Customer 1		14		14
Customer 2		7		11
Percentage of total revenue		21		25
19.	SUBSEQUENT EVENTS
---	---

On October 22, 2022, the Company entered into a binding term sheet to acquire a majority ownership stake in Maxamtech Digital Ventures, a six-year-old India based venture creating technology and games for the mobile gaming industry.

On November 17, 2022, the Company completed a public offering and issued a total of 25,600,000 units and 1,920,000 warrants for aggregate gross proceeds of $3,203,840. Each unit consists of one common share and one-half of one common share purchase warrant of the Company. The Company is also in the process of completing a non-brokered private placement of units with the same terms as the public offering units.

In November 2022, 1,049,993 RSUs were redeemed for 1,049,993 common shares. Of the total, 633,330 were redeemed by related parties.

- 22 -

Exhibit 99.2

QYOU MEDIA INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three and nine months ended September 30,2022 and 2021

November 29^th^, 2022

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide the reader with an overview of the consolidated financial position, operating results, and cash flows of QYOU Media Inc. (“QYOU” or the “Company”) for the three and nine months ended September 30, 2022 and 2021. This MD&A was prepared as of November 29, 2022 and should be read in conjunction with the Corporation’s audited consolidated financial statements for the fiscal period ended December 31, 2021 and years ended June 30, 2021 and 2020, and the notes related thereto (the “Annual Financial Statements”), the unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2022 and 2021 (the “Interim Financial Statements”) and with the annual MD&A for the fiscal period ended December 31, 2021.

The Interim Financial Statements have been prepared by management in accordance with generally accepted accounting principles in Canada, as set out in the Chartered Professional Accountant of Canada Handbook - Accounting which incorporates International Financial Reporting Standards [“IFRS”] as issued by the International Accounting Standards Board, using International Accounting Standard 34 - Interim Financial Reporting [“IAS 34”]. IFRS requires management to make certain judgments, estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the amount of revenue and expenses incurred during the reporting period. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods

All amounts are expressed in Canadian dollars unless otherwise noted. References in this MD&A to the “Company”, “QYOU”, “we”, “us” or “our” means QYOU and its subsidiaries.

Change of Fiscal Year-end

During February 2022, pursuant to Section 4.8(2) of National Instrument 51-102 - Continuous Disclosure Obligations, the Company provided notice that it decided to change its fiscal year end from June 30 to December 31 to align the Company’s year-end with that of comparable media companies, allowing investors to more easily compare quarterly and annual financial results. Accordingly, the consolidated financial statements present the statements of financial position as at September 30, 2022 and December 31, 2021, and the results of operations for the three and nine months ended September 30, 2022 and 2021.

This MD&A includes forward looking statements and assumptions (see “Forward-looking Statements”). The Company’s continuous disclosure documents are available on SEDAR at www.sedar.com.

Also, additional information is available in the company’s Annual Information Return (AIF) available on www.sedar.com.

Forward-Looking Statements

Certain statements in this MD&A constitute “forward-looking statements” that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of the Company, or industry results, to be materially different from any future results, performance, objectives, or achievements expressed or implied by such forward-looking statements. These statements reflect QYOU’s current views regarding future events and operating performance and are based on information currently available to QYOU, and speak only as of the date of this MD&A. These forward-looking statements involve a number of known and unknown risks, uncertainties and assumptions and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Those assumptions and risks include, but are not limited to, the future cost structure, availability of additional financing as and when required, future sales and marketing activities, increased penetration into certain markets through strategic partnerships, the impact of the introduction of new products, agreements and partnerships, the ability of management to leverage sales opportunities, increase in the size of certain markets, expected increases in revenue, expected revenue from certain contracts, third party contractual performance, customer rollout plans for specific products, expected increase in gross margins, treatment under governmental regulatory regimes, ability to recover certain taxes, general business, economic, competitive, political and social uncertainties, dependence on key personnel, and fluctuations in foreign currency exchange rates. There can be no assurance that forward-looking statements will be accurate as many factors could cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including factors described in this MD&A and those discussed in QYOU’s publicly available disclosure documents, as filed by QYOU on SEDAR (www.sedar.com) and updated herein. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated, or expected. Accordingly, readers should not place undue reliance on forward-looking statements. All subsequent forward-looking statements, whether written or oral, attributable to QYOU or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Unless required by applicable securities laws, QYOU does not intend and does not assume any obligation to update these forward-looking statements.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Company Overview

The Company was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.” On April 10, 2014, the Company amended its articles to change its name to “Galleria Opportunities Ltd.” Effective March 13, 2017, the Company completed a reverse takeover transaction (the “Transaction”) pursuant to which QYOU Media Holdings Inc. became a wholly owned subsidiary of the Company and the security holders of QYOU Media Holdings Inc. became security holders of the Company. QYOU Media Holdings Inc. is the entity resulting from the amalgamation of QYOU Media Inc. (as it was then called) and 2561287 Ontario Ltd. (then a wholly owned subsidiary of the Company) on March 13, 2017 as part of the Transaction. Subsequently, on June 30, 2017, the Company’s common shares (the “Common Shares”) resumed trading on the facilities of the TSX Venture Exchange (the “TSXV”) under the symbol “QYOU”. Following the Transaction, the Company now carries on the business of QYOU Media and its subsidiaries.

An additional wholly owned indirect subsidiary of QYOU, QYOU USA Inc. (“QYOU USA”), was established in August 2015 under the laws of the State of Delaware.

On November 16, 2017, QYOU Productions Inc. (“QYOU Productions”), a corporation established under the federal laws of Canada, was created as a wholly owned indirect subsidiary of QYOU.

On September 20, 2018, QYOU Media India Private Limited (“QYOU India”) was incorporated to serve the rapidly growing Indian market focusing on television, over-the-top (OTT) and mobile offerings targeted at the youth of India. Effective June 1, 2020, the Company increased its ownership interest in QYOU India to 88% (June 30, 2019 - 82%). The Company received the additional interest in exchange for funding the operations of QYOU India since its inception, resulting in a decrease of the ownership interest held by non-controlling shareholders to 12% (June 30, 2019 - 18%). In June 2022, the Company injected cash of $1,272,515 in exchange for 100% of Compulsorily Convertible Preference Shares (“CCPS”).

On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox Technologies Private Limited (“Chatterbox”), an award-winning influencer marketing company based in India. During the three months ended June 30, 2022, the Company acquired an additional 1% of the shares of Chatterbox in connection with the first contingent consideration payment, resulting in a decrease of the ownership interest held by non-controlling shareholders to 2% (December 31, 2021 - 3%).

Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.

Description of the Business

QYOU operates in India and the United States producing and distributing content created by social media stars and digital content creators. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, QYOU’s millennial and Gen Z-focused content reaches more than one billion consumers around the world every month.

In the United States, via QYOU USA Inc., we create and manage influencer marketing campaigns for major film studios, game publishers and other consumer brands and categories. This content is distributed via various large scale social platforms including TikTok, YouTube, Instagram, Snapchat and Twitter.

In India, via the Company’s flagship brand, The Q, and via additional broadcast and digital channels (The Q Marathi, The Q Kahaniyan, The Q Comedistaan and QGameX), we curate, produce and distribute premium content via television networks, video on demand (“VOD”) for cable and satellite television, OTT, connected TV and mobile platforms. With a growing library of over 1,300 programs, the channels reach an estimated audience of over 800 million, of which 125 million television homes via partners including DD Free Dish, TATA Play, DISH TV, Den Networks, Hathway, d2h and GTPL, and 675 million OTT, mobile, app based and smart TV users via platforms including MX Player, JioTV, Snap, Chingari, Samsung TV Plus, Xiaomi MiTV and Amazon FireStick TV. Our India based influencer marketing division, Chatterbox, is among India’s leading influencer marketing platforms connecting brands and social media influencers.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Prior Financing

During the three months ended March 31, 2021, the Company completed a short form prospectus offering on a "bought" deal basis and issued 41,071,560 units of the Company at a price of $0.28 per unit, for aggregate gross proceeds of $11,500,037 (the "February Bought Offering"). Our principal uses of funds from the February Bought Offering were used for operating expenses, capital expenditures, acquisition of new business and finance costs requirements to pursue our future growth strategies. The following table provides a comparison of the estimated use of proceeds, as disclosed in the Company's short form prospectus dated February 22, 2021 and the Company's actual use of proceeds from April 1, 2021 to September 30, 2022:

Principal Purposes of Net Proceeds	Available Funds	Actual Use of Funds	Variance
Funding of the Corporation’s cash requirements to fund operations as currently conducted for approximately the next 12 months	$2,500,000	$2,500,000	Nil
Investment to build out the Corporation’s<br>Indian operations, including:	$5,200,000	$5,200,000	Nil
1. Distribution<br> contracts;	3,500,000	3,500,000
2. Ad sales;	900,000	900,000
3. Content<br> licensing; and	300,000	300,000
4. Branding<br> efforts	500,000	500,000
Investment to build out the Corporation’s US influencer operations through investment in sales and marketing to fund revenue growth	$500,000	$500,000	Nil
Unallocated working capital and general and administrative expenses	$650,029	$650,029	Nil
TOTAL	$8,850,029	$8,850,029	Nil

Chatterbox Acquisition

The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:


Cash and cash equivalents
Trade receivables
Other receivables
Customer relationships
Brand name
Goodwill
Trade and other payables		)
Deferred tax liabilities		)

All values are in US Dollars.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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The contingent consideration as at September 30, 2022:

	Earnout

As at December 31, 2020
Acquisition - Chatterbox
Loss on remeasurement of contingent<br> consideration
Effects of foreign exchange
Balance – December 31, 2021
Loss on remeasurement of contingent<br> consideration
Payment of contingent consideration		)
Effects of foreign exchange		)
Balance – September 30, 2022
Current
Non-current

All values are in US Dollars.

Impact of COVID-19

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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MD&A - Quarterly Highlights

To supplement our consolidated interim financial statements, which are prepared and presented in accordance with International Financial Reporting Standards (“IFRS”), we present Earnings Before Income Tax Depreciation and Amortization (“Adjusted EBITDA”) which is a non-IFRS financial measure. The presentation of non-IFRS financial measurement are not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss or net income (loss) or any other performance measures derived in accordance with IFRS or as an alternative to net cash provided by operating activities or any other measures of cash flows or liquidity.

We define Adjusted EBITDA as revenue minus operating expenses excluding non-cash or material non-recurring operating expenses including but not limited to stock-based compensation, marketing credits, gain or loss on remeasurement of contingent consideration, depreciation and amortization. Adjusted EBITDA is used as an internal measure to evaluate the performance of our operating segments. We believe that information about this non-IFRS financial measure assists investors by allowing them to evaluate changes in operating results of our business separate from non-operational factors that affect operating loss and net loss, thus providing insights into both operations and other factors that affect reported results. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Furthermore, this measure may vary among companies; thus Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Significant Events in the three months ended September30, 2022

a)	For the three months ended September 30, 2022, revenue increased by 5% compared to the prior quarter ended<br>June 30, 2022 and by 53% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating<br>business units in both India and the United States.
b)	For the three months ended September 30, 2022, Adjusted EBITDA increased by $640,066 or 47% compared to<br>the prior quarter ended June 30, 2022 and by $514,396 or 42% compared to same period prior year. The increase is primarily driven by the<br>revenue growth offset by higher operating expenses related to the growth of the business across all operating business units and lower<br>sales and marketing costs.
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c)	Cash used in operating activities for the three months ended September 30, 2022 was $808,754 compared<br>to $810,975 in the prior quarter ended June 30, 2022 and $4,429,615 in same period prior year. The decrease in cash used in operating<br>activities is primarily due to the increase in Adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables.<br>The strategic investment to accelerate growth of all operating business units started positively contributing to working capital.
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d)	During the three months ended September 30, 2022, 1,216,667 restricted share units were redeemed for 1,216,667<br>common shares.
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Selected Financial Highlights

The following table presents selected interim financial information for the three months ended September 30, 2022 and 2021:

	Three months endedSeptember 30, 2022$	Three months ended September 30, 2021 $	Change$	Change%
Revenue	7,244,558	4,725,463	2,519,095	53%
Content and production costs	4,620,558	3,065,362	1,555,196	51%
Other operating expenses	3,332,016	2,882,513	449,503	16%
Total expenses	7,952,574	5,947,875	2,004,699	34%
Adjusted EBITDA	(708,016)	(1,222,412)	514,396	42%
Total non-cash and non-recurring items	1,482,757	1,110,117	372,640	34%
Interest & Taxes	(73,096)	19,768	(92,864)	-470%
Net loss	(2,117,677)	(2,352,297)	234,620	10%
Loss per share, basic and diluted	(0.01)	(0.01)

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

---
---	---	---
	$	$
Current assets	12,246,289	15,027,092
Current liabilities	8,481,339	6,070,102
Working capital	3,764,950	8,956,990
Total assets	17,895,046	20,611,906
Total liabilities	10,043,617	8,686,177
Total shareholders' equity	7,851,429	11,925,729

Overall Financial Performance for the three monthsended September 30, 2022 and 2021

REVENUE

For the three months ended September 30, 2022 revenue increased by $2,519,095 or 53% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units in both India and the United States (QYOU USA, QYOU India and Chatterbox).

EXPENSES

For the three months ended September 30, 2022, content and production costs increased by $1,555,196 or 51% compared to prior year to help fuel the revenue growth in India and the US.

Other operating expenses increased by $449,503 or 16% associated with the revenue growth and expansion of the business at all operating business units.

ADJUSTED EBITDA

For the three months ended September 30, 2022 compared to same period prior year, adjusted EBITDA increased by $514,396 or 42% driven by the revenue growth offset by higher operating expenses related to the growth of the business across all operating business units and lower sales and marketing costs.

NON-CASH AND NON-RECURRING ITEMS

Non-cash items comprise of stock-based compensation, non-recurring expenses, marketing credits and depreciation and amortization. For the three months ended September 30, 2022, non-cash and non-recurring items increased by $372,640 or 34% due to higher marketing credits and non-recurring charges related to exploration of potential senior exchange market.

INTEREST & TAXES

For the three months ended September 30, 2022 interest & taxes decreased by $92,864 or 470% when compared to September 30, 2021.

NET LOSS

For the three ended September 30, 2022, net loss decreased by $234,620 or 10%, driven by the revenue growth and expansion of the business in India.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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CASH

	Three months endedSeptember 30, 2022	Three months endedSeptember 30, 2021	Change	Change
	$	$	$	%
Cash used in operating activities	(818,754)	(4,429,615)	(3,610,861)	-82%
Cash used in investing activities	(253,103)	(101,418)	151,685	150%
Cash provided by financing activities	(63,661)	3,193,808	(3,257,469)	-102%
Effect of foreign exchange on cash	31,873	77,909	(46,036)	59%
Cash and cash equivalents, beginning of period	4,181,414	9,026,915	(4,845,501)	-54%
Cash and cash equivalents, end of period	3,077,769	7,767,599	(4,689,830)	-60%

The Company concluded the three months ended September 30, 2022 with cash of $3,077,769 (December 31, 2021 - $6,548,890).

Cash used in operating activities for the three months ended September 30, 2022 was $818,754 compared to the cash used in operating activities for the three months ended September 30, 2021 of $4,429,615. The decrease in cash used in operating activities is primarily due to the increase in Adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables.

Cash used in investing activities for the three months ended September 30, 2022 was $253,103 compared to cash used in investing activities of $101,418 for the three months ended September 30, 2021. The increase in the cash used in investing activities was due to the development of original programming assets and equipment to support the business expansion.

Cash used by financing activities for the three months ended September 30, 2022 was $63,661 compared to $3,193,808 provided for the three months ended September 30, 2021. The decrease in cash provided by financing activities is due to the Company raising funds during the period ended September 30, 2022 only through exercise of options and warrants.

Overall Financial Performance for the nine monthsended September 30, 2022 and 2021

The following table presents selected interim financial information for the nine months ended September 30, 2022 and 2021:

	Nine months endedSeptember 30, 2022$	Nine months endedSeptember 30, 2021$	Change$	Change%
Revenue	19,362,601	7,548,913	11,813,688	156%
Content and production costs	12,596,941	6,487,936	6,109,005	94%
Other operating expenses	9,382,388	5,907,979	3,474,409	59%
Total expenses	21,979,329	12,395,915	9,583,414	77%
Adjusted EBITDA	(2,616,728)	(4,847,002)	2,230,274	46%
Total non-cash and non-recurring items	4,875,057	3,024,142	1,850,915	61%
Interest & Taxes	231,106	120,694	110,412	91%
Net loss	(7,722,891)	(7,991,838)	268,947	3%
Loss per share, basic and diluted	(0.02)	(0.02)

REVENUE

For the nine months ended September 30, 2022 revenue increased by $11,813,688 or 156% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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EXPENSES

For the nine months ended September 30, 2022, content and production costs increased by $6,109,005 or 94% compared to prior year to help fuel the revenue growth in India and the US.

Other operating expenses increased by $3,474,409 or 59% associated with the revenue growth and expansion of the business at all operating business units.

ADJUSTED EBITDA

For the nine months ended September 30, 2022 compared to same period prior year, Adjusted EBITDA increased by $2,230,274 or 46% driven by the revenue growth offset by higher operating expenses related to the growth of the business across all operating business units and lower sales and marketing costs.

NON-CASH AND NON-RECURRING ITEMS

Non-cash items comprise of stock-based compensation, non-recurring expenses, marketing credits and depreciation and amortization. For the nine months ended September 30, 2022, non-cash and non-recurring items increased by $1,850,915 or 61% due to higher marketing credits and non-recurring charges related to exploration of potential senior exchange market.

INTEREST & TAXES

For the nine months ended September 30, 2022, interest & taxes increased by $110,412 or 91% when compared to September 30, 2021.

NET LOSS

For the nine months ended September 30, 2022, net loss decreased by $268,947 or 3%, driven by the revenue growth and expansion of the business in India.

CASH

	Nine months<br><br> ended<br> September 30, <br>2022		Nine months ended September 30, 2021	Change	Change
					%
Cash used in operating activities	(2,973,811	)	(8,762,864	(5,789,053	-66	%
Cash used in investing activities	(1,296,083	)	(1,989,892	(693,809	-35	%
Cash provided by financing activities	694,454		17,994,087	(17,299,633	-96	%
Effect of foreign exchange on cash	104,319		(184,126	288,445	157	%
Cash and cash equivalents, beginning of period	6,548,890		710,394	5,838,496	822	%
Cash and cash equivalents, end of period	3,077,769		7,767,599	(4,689,830	-60	%

All values are in US Dollars.

The Company concluded the nine months ended September 30, 2022 with cash of $3,077,769 (December 31, 2021 - $6,548,890).

Cash used in operating activities for the nine months ended September 30, 2022 was $2,973,811 compared to $8,762,864 for the nine months ended September 30, 2021. The decrease in cash used in operating activities is primarily due to the increase in Adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables.

Cash used in investing activities for the nine months ended September 30, 2022 was $1,296,083 compared to $1,989,892 for the nine months ended September 30, 2021. The investing activities in development of programming assets and equipment to support the business expansion remained aligned with the prior year.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Cash provided by financing activities for the nine months ended September 30, 2022 was $694,454 compared to $17,994,087 for the nine months ended September 30, 2021. The decrease in cash provided by financing activities is due to the Company raising funds only through exercise of options and warrants post non-brokered private placement during the period ended March 31, 2021.

Operating Segments

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the Chief Executive Officer who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the production, marketing and distribution of content across broadcast and digital media. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets by geography are presented below:

As at and for the three and nine months ended September 30, 2022
	Canada				India
							$
Revenue (three months ended September 30,<br> 2022)		—	3,179,839	(195		4,064,914	7,244,558
Revenue (nine months ended September 30, 2022)		—	7,070,530	10,630		12,281,441	19,362,601
Current assets		795,670	3,930,335	6,624		7,513,660	12,246,289
Non-current assets		4,681,804	40,962	79,112		846,879	5,648,757
As at and for the three and nine months ended September 30, 2021
		Canada	USA	Ireland		India	Total
							$
Revenue (three months ended September 30, 2021)		—	1,414,142	4,948		3,306,373	4,725,463
Revenue (nine months ended September 30, 2021)		—	2,967,239	80,375		4,501,299	7,548,913
Current assets		5,681,313	1,709,472	20,066		7,396,664	14,807,516
Non-current assets		4,509,787	40,933	87,494		300,693	4,938,907

All values are in US Dollars.

During the period ended September 30, 2022, one customer (2021 - two customers) represented 10% or more of total revenue.

	September 30, 2022	September 30, 2021
	%	%
Customer 1	14	14
Customer 2	7	11
Percentage of total revenue	21	25

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Review of Operations for the Three Months Ended September30, 2022 and 2021

				Change
				%
Revenue					53%
OPERATING EXPENSES
Content and productions costs					51%
Sales and marketing			)		-30%
Legal and consulting					10%
Salaries and benefits					44%
General and administrative					229%
Foreign exchange (gain) loss	)		)		-194%
Total operating expenses					34%
Adjusted EBITDA	)	)			42%
Marketing					nmf
Share-based compensation			)		-29%
Gain on termination of lease					nmf
Gain on loan forgiveness					nmf
Loss on remeasurement of contingent consideration					nmf
Non-recurring expenses					nmf
Depreciation and amortization					200%
Interest and other expenses					168%
Loss before income taxes	)	)			5%
Income tax expense (recovery)	)		)		nmf
Net loss	)	)			10%

All values are in US Dollars.

The following discussion includes an explanation of the primary factors in changes in operations for the three months ended September 30, 2022 and 2021. Less significant changes are not articulated.

Revenue

For the three months ended September 30, 2022, revenue increased by $2,519,095 or 53% compared to the three months ended September 30, 2021, driven by significant revenue growth in all three operating business units.

One customer individually representing greater than 10% of the Company’s revenue represented 14% of total revenue recognized for the three months ended September 30, 2022, as compared to two customers representing 25% for the three months ended September 30, 2021. The decrease from the prior period shows evidence of the Company’s growing customer base.

Content and ProductionCosts

Content and production costs represent the costs of sales of earning the Company’s revenue and is comprised of content development, production and channel delivery expenses. In India, the Company has produced over 1,300 hours of programming compared to 400 in the prior year.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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For the three months ended September 30, 2022, content and production costs increased by $1,555,196 or 51% as compared to the three months September 30, 2021. As a percentage of total operating expenses, content and production costs were 58% during the three months ended September 30, 2022, compared to 52% for the three months ended September 30, 2021. As a percentage of sales, content and production costs were 64% this period versus 65% in the same period prior year.

Operating Costs

Selling, general and administrative costs represented 56% of total operating expenses for the three months ended September 30, 2022 compared to 65% for the same period prior year. Selling, general and administrative costs increased $596,394 or 15% mainly contributed to higher salaries and benefits to support the growth of customer and supplier relationships. The higher sales and marketing costs helped to support the revenue growth of 53%.

Legal and consulting costs increased by $38,637 or 10% for the three months ended September 30, 2022 to $428,938 compared to $390,301 for the three months ended September 30, 2021. With the success and revenue growth in India, there were legal costs required to support the growth of customer and supplier relationships. Legal and consulting costs will fluctuate from period to period based on the nature of the transactions the Company undertakes.

Salaries and benefits costs increased by $455,042 or 44% to $1,496,034 for the three months ended September 30, 2022 when compared to $1,040,992 for the three months ended September 30, 2021. The increase in salaries and benefit costs is primarily due to the growth of operations in all operating business units.

General and administrative costs increased by $431,610 or 229% to $620,367 for the three months ended September 30, 2022 compared to $188,757 for the three months ended September 30, 2021 related to growth of business operations as mentioned. In the prior year, the Company made concerted effort to minimize general and administrative costs to manage the business downturn due to the COVID-19 pandemic.

Foreign Exchange (Gain) Loss

Foreign exchange during the three months ended September 30, 2022 was a gain of $58,986 compared to the three months ended September 30, 2021 loss of $62,798. The change in foreign exchange gain is a result of fluctuating exchange rates from transactions incurred in currencies other than the functional currency of the Company or its subsidiaries.

Share-Based Compensation

Share-based compensation decreased by $303,836 or 29% for the three months ended September 30, 2022 when compared to the three months ended September 30, 2021 directly related to exercised, expired or cancelled options and RSUs during the period.

Depreciation and Amortization

Depreciation and amortization increased by $122,908 or 200% for the three months ended September 30, 2022 to $184,209 compared to $61,301 for the three months ended September 30, 2021 due to significant investment in original programming assets at QYOU India.

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Review of Operations for the Nine Months Ended September30, 2022 and 2021

	Nine months endedSeptember 30, 2022	Nine months endedSeptember 30, 2021	Change	Change
	$	$	$	%
Revenue	19,362,601	7,548,913	11,813,688	156%
OPERATING EXPENSES
Content and productions costs	12,596,941	6,487,936	6,109,005	94%
Sales and marketing	2,502,371	1,853,819	648,552	35%
Legal and consulting	1,586,152	1,485,741	100,411	7%
Salaries and benefits	3,851,064	2,132,013	1,719,051	81%
General and administrative	1,505,193	366,453	1,138,740	311%
Foreign exchange (gain) loss	(62,392)	69,953	(132,345)	-189%
Total operating expenses	21,979,329	12,395,915	9,583,414	77%
Adjusted EBITDA	(2,616,728)	(4,847,002)	2,230,274	46%
Marketing	1,467,872	—	1,467,872	nmf
Share-based compensation	2,615,022	3,109,491	(494,469)	-16%
Gain on termination of lease	(12,437)	—	(12,437)	nmf
Gain on loan forgiveness	—	(211,472)	211,472	-100%
Loss on remeasurement of contingent consideration	25,952	—	25,952	nmf
Non-recurring expenses	328,943	—	328,943	nmf
Depreciation and amortization	449,705	126,123	323,582	257%
Interest and other expenses	207,186	75,454	131,732	175%
Loss before income taxes	(7,698,971)	(7,946,598)	247,627	3%
Income tax expense (recovery)	23,920	45,240	(21,320)	-47%
Net loss	(7,722,891)	(7,991,838)	268,947	3%

The following discussion includes an explanation of the primary factors in changes in operations for the nine months ended September 30, 2022 and 2021. Less significant changes are not articulated.

Revenue

For the nine months ended September 30, 2022, revenue increased $11,813,688 or 156% compared to the nine months ended September 30, 2021, driven by significant revenue growth in all three operating business units.

Content and ProductionCosts

For the nine months ended September 30, 2022, content and production costs increased by $6,109,005 or 94% as compared to the nine months September 30, 2021. As a percentage of total operating expenses, content and production costs were 57% during the nine months ended September 30, 2022, compared to 52% for the nine months ended September 30, 2021. As a percentage of sales, content and production costs were 65% this period versus 86% in the same period prior year.

| 12 |

| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

Operating Costs

Selling, general and administrative costs represented 56% of total operating expenses for the nine months ended September 30, 2022 compared to 72% for the same period prior year. Selling, general and administrative costs increased $3,441,228 or 38% mainly contributed to higher salaries and benefits to support the growth of customer and supplier relationships. The higher sales and marketing costs helped to support the revenue growth of 156%.

Legal and consulting costs increased by $100,411 or 7% for the nine months ended September 30, 2022 to $1,586,152 compared to $1,485,741 for the nine months ended September 30, 2021. With the success and revenue growth in India, there were legal costs required to support the growth of customer and supplier relationships. Legal and consulting costs will fluctuate from period to period based on the nature of the transactions the Company undertakes.

Salaries and benefits costs increased by $1,719,051 or 81% to $3,851,064 for the nine months ended September 30, 2022 when compared to $2,132,013 for the nine months ended September 30, 2021. The increase in salaries and benefit costs is primarily due to the growth of operations in all operating business units.

General and administrative costs increased by $1,138,740 or 311% to $1,505,193 for the nine months ended September 30, 2022 compared to $366,453 for the nine months ended September 30, 2021 related to growth of business operations as mentioned.

Foreign Exchange (Gain) Loss

Foreign exchange during the nine months ended September 30, 2022 was a gain of $62,392 compared to the nine months ended September 30, 2021 loss of $69,953. The change in foreign exchange gain is a result of fluctuating exchange rates from transactions incurred in currencies other than the functional currency of the Company or its subsidiaries.

Share-Based Compensation

Share-based compensation decreased by $494,469 or 16% for the nine months ended September 30, 2022 when compared to the nine months ended September 30, 2021 directly related to exercised, expired or cancelled options and RSUs during the period.

Depreciation and Amortization

Depreciation and amortization increased by $323,582 or 257% for the nine months ended September 30, 2022 to $449,705 compared to $126,123 for the nine months ended September 30, 2021 due significant investment to original programming assets at QYOU India.

Review of Financial Condition as at September 30,2022

The following is a comparison of the financial position of the Company as at September 30, 2022, to the financial position of the Company as at December 31, 2021.

Cash and Cash Equivalents

Cash decreased by $3,471,121 or 53% to $3,077,769 as at September 30, 2022, compared to $6,548,890 as at December 31, 2021. The use of cash is primarily due to prepaying for channel distribution, investing in original content in India. Refer to “Liquidity and capital resources” section for the detailed discussion provided. Here again we are comparing it to the previous quarter.

Trade and Other Receivables

Trade and other receivables increased by $1,682,665 or 41% as at September 30, 2022, compared to December 31, 2021.

| 13 |

| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

Property and Equipment

Property and equipment increased by $55,900 or 53% as at September 30, 2022, over the balance as at December 31, 2021. The increase can be attributed to additions partially offset by depreciation expense.

Intangible Asset

A summary of the Company’s intangible assets is as follows:

	Brand QYOU	Brand Chatterbox	Customer relationships	Total
	$	$	$	$
As at December 31, 2020	92,265	—	—	92,265
Acquisition - Chatterbox	—	619,802	298,438	918,240
Effects of foreign exchange	(7,194)	16,439	7,915	17,160
As at December 31, 2021	85,071	636,241	306,353	1,027,665
Effects of foreign exchange	(5,959)	(8,967)	(4,318)	(19,244)
As at September 30, 2022	79,112	627,274	302,035	1,008,421
	Brand QYOU	Brand Chatterbox	Customer relationships	Total
Accumulated amortization	$	$	$	$
As at December 31, 2020	—	—	—	—
Amortization	—	—	27,755	27,755
Effects of foreign exchange	—	—	1,971	1,971
As at December 31, 2021	—	—	29,726	29,726
Amortization	—	—	37,163	37,163
Effects of foreign exchange	—	—	(1,547)	(1,547)
As at September 30, 2022	—	—	65,342	65,342
	Brand QYOU	Brand Chatterbox	Customer relationships	Total
Net book value	$	$	$	$
As at December 31, 2021	85,071	636,241	276,627	997,939
As at September 30, 2022	79,112	627,274	236,693	943,079

Right of Use Assets

Right of use assets decreased by $326,221 or 43% as at September 30, 2022, over the balance as at December 31, 2021. The decrease is due to termination of the lease for QYOU India’s previous office space in January 2022. The lease for the space that the business currently occupies in India was recorded during the quarter ended December 31, 2021.

Goodwill

The Company recognized goodwill on the acquisition of Chatterbox. Goodwill as at September 30, 2022 was $3,351,729 compared to $3,399,639 as at December 31, 2021. The decrease is due to fluctuation in foreign exchange rate.

Trade and Other Payables

Trade and other payables increased by $2,362,440 or 50% as at September 30, 2022, compared to December 31, 2021.

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| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

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Contingent Consideration

The Company recognized a contingent consideration on the acquisition of Chatterbox that represents the potential of future earn out payments that were negotiated as part of the share purchase agreement. The current and non-current portion of the contingent liability as at September 30, 2022 was $1,007,740 and $1,041,935 respectively. The decrease in the contingent consideration is driven by the payment of the year one earnout.

Lease Liabilities

Current portion of lease liabilities decreased by $1,799 or 1% and the non-current portion of lease liabilities decreased by $319,952 or 57% over the balance as at December 31, 2021. The decrease is due to termination of lease for QYOU India’s old office space in January 2022.

Share Capital andWarrants

a)	During the three months ended March 31, 2022, 2,249,990 8 cent warrants and 245,000 5 cent warrants were<br>exercised for proceeds of $192,249. Upon the exercise of the warrants the Company issued 2,494,990 common shares. During the three months<br>ended June 30, 2022, 13,022,591 5 cent warrants were exercised for proceeds of $651,130. Upon the exercise of the warrants, the Company<br>issued 13,022,591 common shares. In addition, 910,582 compensation options were exercised for proceeds of $45,529, upon exercise, the<br>Company issued 910,582 common shares.
b)	During the three months ended March 31, 2022, 4,316,673 restricted share units were redeemed for 4,316,673<br>common shares. During the three months ended June 30, 2022, 200,002 restricted share units were redeemed for 200,002 common shares. During<br>the three months ended September 30, 2022, 1,216,667 restricted share units were redeemed for 1,216,667 common shares.
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c)	During the three months ended March 31, 2022, 16,664 share options were exercised for proceeds of $937.<br>Upon the exercise of the share options, 16,664 common shares were issued. During the three months ended September 30, 2022, 8,332 share<br>options were exercised for proceeds of $936. Upon the exercise of the share options, 8,332 common shares were issued. During the three<br>months ended September 30, 2022, 8,332 share options were exercised for proceeds of $625. Upon the exercise of the share options, 8,332<br>common shares were issued.
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Selected Unaudited Consolidated Quarterly Financial Information

The following table presents selected unaudited consolidated quarterly financial information for each of the eight quarters indicated, as prepared in accordance with IFRS.



Total Revenue	7,244,558		6,883,363		5,234,680		5,585,641
Operating Expenses	9,488,279		10,197,215		7,376,078		7,967,062
Net loss attributable to:
Equity owners of the Company	(2,040,513	)	(3,068,214	)	(2,225,108	)	(2,634,586	)	)	)	)	)
Non-controlling interest	(77,164	)	(228,800	)	(83,092	)	207,376		)	)	)	)
Net loss per share - basic and diluted	(0.01	)	(0.01	)	(0.01	)	(0.01	)	)	)	)	)

All values are in US Dollars.

Liquidity and CapitalResources

	As at September 30, 2022	As at December 31, 2021
	$	$
Current assets	12,246,289	15,027,092
Current liabilities	8,481,339	6,070,102
Working capital	3,764,950	8,956,990
Total assets	17,895,046	20,611,906
Total liabilities	10,043,617	8,686,177
Total shareholders' equity	7,851,429	11,925,729

| 15 |

| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

Working capital is defined as current assets less current liabilities.

QYOU’s capital requirements consist primarily of working capital necessary to fund operations and support a growing business. Sources of funds available to meet these requirements include existing cash balances, cash flow from operations and capital raised through equity financings. QYOU must generate sufficient revenue from operations to attract additional investment from the capital markets; failure to do so would adversely impact QYOU’s ability to pay current liabilities.

As of September 30, 2022, the Company had working capital of $3,764,950 compared to $8,956,990 as at December 31, 2021. The decrease in working capital is primarily due to the increase in Adjusted EBITDA, collection of trade receivables offset by higher cash used on trade payables and prepaid distribution expenses at QYOU India.

The Financial Statements have been prepared on the basis of accounting principles applicable going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

Commitments

As at September 30, 2022, the Company did not have any commitments other than those reported in the financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than those described under commitments above.

Significant Accounting Policies and Critical Accounting Estimates

We describe our significant accounting policies and critical accounting estimates in Note 2 and Note 3 of the Company’s audited consolidated financial statements for the six months ended December 31, 2021.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables. The carrying value of the Company’s financial instruments approximates fair value due to their immediate or short-term maturity. The Company does not use derivative financial instruments to manage existing exposures.

In the three and nine months ended September 30, 2022, there was no material change to the nature of risks arising from or classification of financial instruments, or related risk management objectives.

Risks and Uncertainties

The results of operations and financial condition of the Company are subject to a number of risks and uncertainties, and are affected by a number of factors outside of the control of management. An investment in the Company’s securities involves risks. Before making an investment decision with respect to our securities, you should carefully consider the risks and uncertainties described elsewhere in this MD&A and those described under the heading “Risk Factors” in the Company’s annual information form and in other publicly available disclosure documents filed by the Company on SEDAR (www.sedar.com). The risks and uncertainties described in the documents referred to in the preceding sentence and in other documents filed by us with Canadian securities regulatory authorities are not the only ones we may face. Those risks and uncertainties, together with additional risks and uncertainties not currently known to us or that we may deem immaterial, could impair our business, financial condition and results of operations. The market price of our securities could decline if one or more of these risks and uncertainties develop into actual events, and you may lose all or part of your investment.

| 16 |

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| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

Foreign Currency Risk

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to a material interest rate risk as at September 30, 2022.

Other Price Risk

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all customers who wish to trade on credit terms. As at September 30, 2022, three customers represented 20% (December 31, 2021, two customers represented 37%) of the outstanding trade receivable balance. During the three months ended September 30, 2022, the Company increased the bad debt provision to $113,638 to ensure potential credit risk is appropriately provided for (December 31, 2021

$32,238).

The aging of trade receivables is as follows:

	September 30, 2022	December 31, 2021

Current
1 to 30 days
31 to 60 days
> 60 days

Less: credit loss impairment
Total trade receivables

All values are in US Dollars.

Liquidity Risk

| 17 |

| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

The Company is obligated to the following contractual maturities of undiscounted cash flows:

			Contractual cash flows
	Carrying amount	Total contractual cash flows	Year 1	Year 2	Year 3	Year 4	Year 5 and beyond
	$	$	$	$	$	$	$
Trade and other payables	7,062,679	7,062,679	7,062,679	—	—	—	—
Lease liabilities	482,680	490,370	251,592	195,028	43,750	—	—
Contingent consideration	2,049,675	2,771,930	1,163,668	1,608,262	—	—	—
Borrowings	65,533	312,006	11,176	11,176	11,176	11,176	267,302

Geopolitical Risk

During the three and nine months ended September 30, 2022, escalation of geopolitical tensions have resulted in uncertainties in all emerging economies including India. The Company mitigates geopolitical risk by monitoring India’s economic policy and its implications to the Indian operating business units.

Fair Values

The carrying values of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables approximate the fair values due to the short-term nature of these items. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The carrying value of borrowings approximate the fair value and change risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

•	Level 1 - Unadjusted<br>quoted prices as at the measurement date for identical assets or liabilities in active markets.
•	Level 2 - Observable<br>inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted<br>prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated<br>by observable market data.
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•	Level 3 - Significant<br>unobservable inputs, which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize<br>the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
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Disclosure of Equity and Outstanding Share Data

The Company’s authorized share capital currently consists of an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. As of the date hereof, there are 452,087,472 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. As of the date hereof, the Company also has issued and outstanding:

Share options	33,691,223
Compensation options	3,212,817
RSUs	11,716,658
Warrants	35,280,780

| 18 |

| --- |

| **QYOU Media Inc.**<br><br>**Management’s Discussion and Analysis**<br><br>**As at September 30, 2022 and 2021** |

| --- |

Subsequent Events

On November 17, 2022, the Company completed a public offering and issued a total of 25,600,000 units and 1,920,000 warrants for aggregate gross proceeds of $3,203,840. Each unit consists of one common share and one-half of one common share purchase warrant of the Company. The net proceeds of the public offering are anticipated to be used to fund the Company’s cash requirements for its operations as currently conducted, as well as to grow its operations, as set forth below:

Principal Purposes of Net Proceeds	Amount
Investment to build out the Corporation’s Indian operations, including:<br><br> <br>• direct<br> to consumer mobile gaming; and<br><br> <br>• digital<br> channels.	$1,500,000<br><br> <br>$750,000<br><br> <br>$750,000
Unallocated working capital and general and administrative expenses	$1,110,000
TOTAL	$2,610,000

The Company is also in the process of completing a non-brokered private placement of units with the same terms as the public offering units.

In November 2022, 1,049,993 RSUs were redeemed for 1,049,993 common shares. Of the total, 633,330 were redeemed by related parties.

Investor Information

Stock Exchange Listing

The Common Shares of the Company are listed on the TSXV under the symbol “QYOU”.

Transfer Agent and Registrar

Computershare Investor Services Inc.

Auditors

MNP LLP

Investor Relations

If you have inquiries, please visit our website at www.theqyou.com or contact: shareholder@qyoutv.com

19

Exhibit 99.3

Form 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, Curt Marvis, Chief Executive Officer of QYOU Media Inc., certify the following:

1.	Review: I have<br>reviewed the interim financial report and interim MD&A (together, the “interim filings”) of QYOU Media Inc. (the “issuer”)<br>for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised<br>reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required<br>to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect<br>to the period covered by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised<br>reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly<br>present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for<br>the periods presented in the interim filings.
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Date: November 29, 2022

(signed) “Curt Marvis”

Curt Marvis

Chief Executive Officer

NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by theissuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded,processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Exhibit 99.4

Form 52-109FV2

Certificationof Interim Filings Venture Issuer Basic Certificate

I, Kevin Williams, Chief Financial Officer of QYOU Media Inc., certify the following:

1.	Review: I have<br>reviewed the interim financial report and interim MD&A (together, the “interim filings”) of QYOU Media Inc. (the “issuer”)<br>for the interim period ended September 30, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised<br>reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required<br>to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect<br>to the period covered by the interim filings.
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3.	Fair presentation: Based on my knowledge, having exercised<br>reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly<br>present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for<br>the periods presented in the interim filings.
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Date: November 29, 2022

(signed) “Kevin Williams”

Kevin Williams

Chief Financial Officer