Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We make software that helps socially positive organizations (B-Corps, mission-driven companies, non-profits, schools) work faster, manage their operations, and measure results and impact easier.

There are 1.5 million nonprofits + thousands of social enterprises just in the United States. But when it comes to doing good, most organizations use digital tools that haven't kept up with new technology trends (ex: AI, remote work), aren't designed for impact work (ex: Facebook), or only focus on one task (ex: GoFundMe for fundraising). Brightest is the first complete operating system for good, with potential to positively transform companies, culture, and communities around the world.

Milestones

Brightest, Inc. was incorporated in the State of Delaware in February 2018.

Since then, we have:

• 📊 Using AI to solve critical communication, complexity, and measurement challenges for organizations leading positive social change.
• 💻 Already written one million lines of proprietary software code.
• 🛠️ Elegant, accessible software already used by 175+ socially responsible companies, non-profits, and schools.
• ⚡ Powered 100,000+ people taking positive environmental and social action in 2019.
• ♻️ Offset or canceled over a million pounds of carbon (CO2) last year.
• 💰 Experienced team with previous software startup acquisitions.
• 📈 High growth potential with low capex and operating costs thanks to software-as-a-service (SaaS) model.

Historical Results of Operations

Our company was organized in February 2018 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2019, the Company had revenues of $3,406 compared to the year ended December 31, 2018, when the Company had revenues of $0.
• Assets. As of December 31, 2019, the Company had total assets of $296,393, including $20,241 in cash. As of December 31, 2018, the Company had $31,184 in total assets, including $943 in cash.
• Net Loss. The Company has had net losses of $121,914 and net losses of $14,441 for the fiscal years ended December 31, 2019 and December 31, 2018, respectively.
• Liabilities. The Company's liabilities totaled $307,890 for the fiscal year ended December 31, 2019 and $13,470 for the fiscal year ended December 31, 2018.

Liquidity & Capital Resources

To-date, the company has been financed with $250,000 in convertibles.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 12 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 12 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Brightest, Inc. cash in hand is $22,493.55, as of March 2020. Over the last three months, revenues have averaged $1,019/month, cost of goods sold has averaged $811/month, and operational expenses have averaged $6,504/month, for an average burn rate of $6,296 per month. Our intent is to be profitable in 12 months.

Since the completion of our financials, the world has experienced a global outbreak of coronavirus (COVID-19), with related downward pressure on the international economy. Short-term, COVID-19 has only limited impact on our finances and operations, some of which are positive (increased usage, new partnership opportunities and exposure). We do expect in the 6 month time-frame, revenue opportunities within certain segments of our business (corporate and university in particular) may be diminished. Our primary near-term focus continues to be product development, with the goal of improving Brightest and having a better, well-positioned product available to commercialize heading into the 2nd half of 2020 and 2021.

Our top 3-6 month priority as a Company continues to be product development. Upon successful execution of this fundraise, we expect to hire one additional software developer to accelerate product development, and we will incur the additional operating costs of that employee's salary. Beyond that we do not foresee any meaningful increase in costs or expenses over the next six months. From a revenue standpoint, we expect revenue opportunities within certain prospective segments of our business (corporate and university in particular) may be diminished due to macroeconomic conditions, but the value of our software and technology remains intact, and in some ways has increased given the solutions we can provide to socially-focused non-profits and businesses. Twelve months from now, we hope (but not guarantee) to be generating $20,000 in monthly revenue while incurring $7,000 in monthly expenses.

If necessary, the company rely on founder-contributed funds and future revenue for additional capital.

While COVID-19 creates a high degree of overall economic uncertainty, as a 100% remote, low operating cost software as a service (SaaS) business focused on social impact, we feel we are as well-positioned as any for the current economic environment.