What changed in this filing

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Item 1. Financial Statements

2021-05-17 compared with 2020-11-16 · 863 added, 1244 removed, 335 unchanged (86% of the section changed)

3 unchanged sentences

Current Assets:

and cash equivalents

Accounts receivable,

net of allowances for doubtful accounts of $70,847 and $40,000 , respectively

Cash and cash

Accounts receivable, net

of allowances for doubtful accounts of $40,000

expenses and other current assets

Total Current Assets

Property and equipment,

net of accumulated depreciation of $9,426 and $758, respectively

Property and equipment, net of accumulated

depreciation of $18,897 and $14,473, respectively

Right of use asset

Intangible assets,

net of accumulated amortization of $62,592 and $15,648, respectively

Intangible assets, net of accumulated amortization

of $151,462 and $116,468, respectively

LIABILITIES AND STOCKHOLDERS’

Current Liabilities:

Accounts payable

and accrued expenses

Accounts payable and accrued

Stock payable

1 unchanged sentence

Loans payable

Line of credit

Convertible note payable,

net of debt discount, related party

payable - related party

1 unchanged sentence

Long-term Liabilities:

Loans payable, net

of current portion

Lease liability,

net of current portion

Loans payable, net of current

Lease liability, net of

current portion

Commitments and Contingencies

Stockholders’

Common stock, $.00001 par value;

Common stock, $.00001 par

250,000,000 shares authorized;

and 113,912,500 shares issued and 114,309,771 and 107,912,500 outstanding at September

30, 2020 and December 31, 2019, respectively

Additional paid-in

117,729,971 and 116,104,971 shares issued and outstanding, respectively

Additional paid-in capital

Stockholders’

3 unchanged sentences

Consolidated STATEMENTS OF OPERATIONS

The Three Months Ended

The Nine Months Ended

Managed services

Cost of revenue:

6 unchanged sentences

Professional fees

Salaries and benefits

Advertising and

Selling, general

and administrative

Stock-based compensation

on write-off of account receivable

Total operating

Advertising and marketing

Selling, general and administrative

based compensation

Total operating expenses

Loss from operations

Other income (expense):

Interest expense,

Total other income

Other expense:

Interest expense, net

Total other expense

Loss before provision for income taxes

Provision for

$ (1,035,199 )

Provision for income

$ (1,776,859 )

common share - basic

common share - diluted

Net loss per common

share - basic

Net loss per common

share - diluted

Weighted average shares outstanding -

4 unchanged sentences

Balance at January 1, 2021

Distributions to member

Balance as of March 31, 2019

Stock based compensation - common stock

Stock issued in VCAB merger

Stock issued for cash

Balance as of June 30, 2019

Stock issued for cash

Treasury stock

Stock based compensation - options

Stock based compensation - common stock

Balance as of

September 30, 2019

$ (4,866,772 )

Stock based compensation - stock options

Stock issued for cash

Balance as of March

$ (6,643,631 )

2 unchanged sentences

$ (2,400,000 )

Stock based compensation

Common shares issued for cash

Return of treasury stock to authorized

Stock based compensation - stock options

Stock issued for cash

Return of treasury stock to authorized capital

Balance as of March

Stock based compensation

Stock issued for Technologyville acquisition

Balance as of June 30, 2020

Stock based compensation

Common shares issued for cash

Stock issued for Clear Skies acquisition

Balance as of

September 30, 2020

$ (2,292,654 )

2 unchanged sentences

Consolidated STATEMENTS OF CASH FLOWS

the Nine Months Ended

Cash flows from operating activities:

$ (1,776,859 )

Adjustments to reconcile net loss to

net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash

used in operating activities:

Stock based compensation

- stock options

Loss on write-off

of accounts receivable

Depreciation and

Issuance of common

stock for services

ROU amortization

Issuance of common stock

Depreciation and amortization

Right of use amortization

Changes in operating assets and liabilities:

Accounts receivable,

Prepaid expenses

and other current assets

Accounts payable

and accrued expenses

Accounts receivable, net

Other current assets

Accounts payable and accrued

Lease liability

Other current liabilities

Net cash provided

by (used in) operating activities

Cash flows from investing activities:

Purchases of property

and equipment

Cash acquired in

Net cash provided

by (used in) investing activities

Net cash used in operating

Cash flows from financing activities:

Distributions to

Proceeds from PPP

Proceeds from sale

of common stock

Proceeds from line

Purchase of treasury

Payment on loans

Payment on line

Net cash provided

by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning

Cash and cash

equivalents - end of period

Proceeds from sale of common

Proceeds from line of credit

Payment on line of credit

Payment on loans payable

Net cash provided by

financing activities

Net increase (decrease) in cash

Cash and cash equivalents - beginning of the

Cash and cash equivalents

- end of the period

Supplemental cash flow information:

1 unchanged sentence

Non-cash investing and financing activities:

Right of use asset

and lease liability recorded upon adoption of ASC 842

Common shares issued

in Technologyville acquisition

Common shares issued

in Clear Skies acquisition

Stock contribution

Treasury stock purchase

Right of use asset and

lease liability recorded upon adoption of ASC 842

accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

4 unchanged sentences

“Cerberus,”

or the “Company”) was formed

on March 5, 2019 as a Delaware corporation.

or the “Company”) was formed on March

5, 2019 as a Delaware corporation.

The Company’s principal offices are located at 6900 E.

Doubletree, Suite D270,

Scottsdale, Arizona 85258.

April 12, 2019, Cerberus acquired GenResults, LLC, an Arizona limited liability company (“GenResults”), which became

a wholly owned subsidiary.

GenResults was established on June 22, 2015.

Prior to the Company’s acquisition of GenResults,

GenResults was wholly-owned by an entity affiliated with David G.

Jemmett, Cerberus’

Chief Executive Officer and a director

of the Company.

Due to the companies being under

common control, the Company accounted for the acquisition as a reorganization.

October 1, 2019, the Company entered into an Agreement and Plan of Merger (the “TalaTek Merger Agreement”) pursuant

to which TalaTek, LLC, a Virginia limited liability company (“TalaTek”), became a wholly owned subsidiary of

Under the TalaTek Merger Agreement, all issued and outstanding units representing membership interests in TalaTek

were converted into an aggregate of 6,200,000 shares of the Company’s common stock.

Camelback Road, Suite 240, Scottsdale,

May 25, 2020, the Company entered into a Stock Purchase Agreement with Technologyville, Inc., an Illinois corporation (“Techville”),

and its sole shareholder, pursuant to which Techville became a wholly owned subsidiary of the Company (the “Techville Acquisition”).

Under the terms of the Techville Acquisition, all issued and outstanding common stock of Techville was exchanged for an

aggregate of 3,392,271 shares of the Company’s common stock.

August 1, 2020, the Company entered into a Stock Purchase Agreement with Clear Skies Security, LLC, a Georgia limited liability

company (“Clear Skies”), and its equity holders, pursuant to which Clear Skies became a wholly owned subsidiary of

the Company (the “Clear Skies Acquisition”).

Under the terms of the Clear Skies Acquisition, all issued and outstanding

equity securities in Clear Skies were exchanged for an aggregate of 2,330,000 shares of the Company’s common stock.

Under the terms of the Techville Acquisition, all issued and outstanding common stock of Techville was exchanged for an aggregate of

3,392,271 shares of the Company’s common stock.

August 1, 2020, the Company entered into a Stock Purchase Agreement with Clear Skies Security, LLC, a Georgia limited liability company

(“Clear Skies”), and its equity holders, pursuant to which Clear Skies became a wholly owned subsidiary of the Company (the

“Clear Skies Acquisition”).

Under the terms of the Clear Skies Acquisition, all issued and outstanding equity securities

in Clear Skies were exchanged for an aggregate of 2,330,000 shares of the Company’s common stock.

December 16, 2020, the Company entered into an Agreement and Plan of Merger with Alpine Security, LLC, an Illinois limited liability

company (“Alpine”), and its sole member, pursuant to which Alpine became a wholly owned subsidiary of the Company (the “Alpine

Acquisition”).

Under the terms of the Alpine Acquisition, all issued and outstanding membership units in Alpine were exchanged

for an aggregate of 900,000 shares of the Company’s common stock.

of the Business

Sentinel is a security services company comprised of security professionals who work with clients to create a continuously

aware security culture.

Sentinel is a security services company comprised of security professionals who work with clients throughout the United States to create

a continuously aware security culture.

We do not sell cybersecurity products.

We position the Company as a trusted cybersecurity advisor

and are committed to delivering tailored security solutions to organizations of different sizes and across all geographies and

industries to fit their budgetary needs and limit their cyber threat exposure.

currently provide a multitude of cybersecurity services including managed security service, cybersecurity consulting, technology

consulting, compliance auditing, vulnerability assessment, penetration testing, security remediation, Security Operations Center

(“SOC”) set-up and consulting and cybersecurity training.

We differentiate ourselves from our competitors by staying

technology agnostic.

We believe that many cybersecurity service providers in the market today are committed to a specific technology

solution which limits their service scope and ability to quickly respond to any emerging cybersecurity challenges.

as we continue to serve our clients within our existing capacities, we plan to continue making strategic acquisitions of small-to-medium-sized

engineer-led cybersecurity service firms to continue to expand our service scope and geographical coverage.

We believe that having

a world-class technology team with multi-faceted expertise is key to providing technology agnostic solutions to our clients and

maximizing their return on investment from information technology (“IT”) and cybersecurity spending.

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue

as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

At September 30, 2020, the Company had an accumulated deficit of approximately $3,870,000 and working capital surplus of approximately

For the nine months ended September 30, 2020, the Company had a loss from operations of approximately $2,420,000 and

negative cash flows from operations of approximately $1,158,000.

Although the Company is showing positive revenues and gross profit

trends, the Company expects to incur further losses through the end of 2020.

date the Company has been funding operations primarily through the sale of equity in private placements and revenues generated

by the Company’s services.

During the nine months ended September 30, 2020, the Company received $790,000 from private placements

to accredited investors of the Company’s common stock and approximately $710,000 from a loan through the U.S.

Business Administration’s Paycheck Protection Program.

on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development

and corresponding level of expenditure for at least twelve months from the date of the issuance of these unaudited condensed consolidated

financial statements, although no assurance can be given that it will not need additional funds prior to such time.

and are committed to delivering tailored security solutions to organizations of different sizes and across all geographies and industries

to fit their budgetary needs and limit their cyber threat exposure.

currently provide a multitude of cybersecurity services including managed security service, cybersecurity consulting, technology consulting,

compliance auditing, vulnerability assessment, penetration testing, security remediation, Security Operations Center (“SOC”)

set-up and consulting and cybersecurity training.

We differentiate ourselves from our competitors by staying technology agnostic.

believe that many cybersecurity service providers in the market today are committed to a specific technology solution which limits their

service scope and ability to quickly respond to any emerging cybersecurity challenges.

In addition, as we continue to serve our clients

within our existing capacities, we plan to continue making strategic acquisitions of small-to-medium-sized engineer-led cybersecurity

service firms to continue to expand our service scope and geographical coverage.

We believe that having a world-class technology team

with multi-faceted expertise is key to providing technology agnostic solutions to our clients and maximizing their return on investment

from information technology (“IT”) and cybersecurity spending.

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as

a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

At March 31, 2021,

the Company had an accumulated deficit of approximately $6,644,000 and working capital surplus of approximately $4,721,000.

For the three

months ended March 31, 2021, the Company had a loss from operations of approximately $1,708,000 and negative cash flows from operations

of approximately $1,130,000.

Although the Company is showing positive revenues and gross profit trends, the Company expects to

incur further losses through the end of 2021.

date the Company has been funding operations primarily through the sale of equity in private placements and revenues generated by the

Company’s services.

During the three months ended March 31, 2021, the Company received $3,250,000 from private placements to accredited

investors of the Company’s common stock.

on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development and corresponding

level of expenditure for at least twelve months from the date of the issuance of these unaudited condensed consolidated financial statements,

although no assurance can be given that it will not need additional funds prior to such time.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying unaudited financial information as of and for the three and nine months ended September 30, 2020 and 2019 has been

prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial

information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.

In the opinion of management,

such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for

a fair presentation of our financial position at such dates and the operating results and cash flows for such periods.

results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the

entire year or for any other subsequent interim period.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted

pursuant to the rules of the U.S.

accompanying unaudited condensed consolidated financial information as of March 31, 2021 and for the three months ended March 31, 2021

and 2020 has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for

interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X.

In the opinion

of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary

for a fair presentation of our financial position at such dates and the operating results and cash flows for such periods.

results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the entire year

or for any other subsequent interim period.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant

to the rules of the U.S.

Securities and Exchange Commission, or the SEC.

These unaudited financial statements and related

notes should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in the

Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020.

These unaudited financial statements and related notes should

be read in conjunction with our audited financial statements for the year ended December 31, 2020 included in the Company’s Annual

Report on Form 10-K filed with the SEC on March 31, 2021.

Consolidation

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GenResults,

TalaTek, Techville and Clear Skies.

TalaTek, Techville, Clear Skies, and Alpine.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

reclassifications have been made to the financial statements for the three and nine months ended September 30, 2019 to conform

to the financial statements presentation for the three and nine months ended September 30, 2020.

These reclassifications had no

effect on net loss or cash flows as previously reported.

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period.

reclassifications have been made to the financial statements for the three months ended March 31, 2020 to conform to the financial statements

presentation for the three months ended March 31, 2021.

These reclassifications had no effect on net loss or cash flows as previously

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts

of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation

Company believes the critical accounting policies discussed below affect its more significant judgments and estimates used in the preparation

of the accompanying unaudited condensed consolidated financial statements.

Significant estimates include the allowance for doubtful

accounts, the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair

value of assets acquired, liabilities assumed and stock issued in business combinations and assumptions used in the Black-Scholes-Merton

pricing model, such as expected volatility, risk-free interest rate, and expected divided rate.

Significant estimates include the allowance for doubtful accounts,

the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets

acquired, liabilities assumed and stock issued in business combinations and assumptions used in the Black-Scholes-Merton pricing model,

such as expected volatility, risk-free interest rate, and expected divided rate.

Company’s revenues are derived from two major types of services to clients:

Managed Services and Consulting Services.

respect to Managed Services, the Company provides culture education and enablement, tools and technology provisioning, data and

privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and cybersecurity

services including, but not limited to, antivirus and patch management.

With respect to Consulting Services, the Company provides

cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, and disaster recovery and data

backup solutions.

part of Accounting Standards Codification (“ASC”) 606, the Company has adopted several practical expedients including

the following:

(i) the Company has determined that it need not adjust the promised amount of consideration for the effects of

a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers

a promised service to the customer and when the customer pays for that service will be one year or less and (ii) the Company recognizes

any incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity

otherwise would have recognized is one year or less.

to Managed Services, the Company provides culture education and enablement, tools and technology provisioning, data and privacy monitoring,

regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services including, but not limited to,

antivirus and patch management.

With respect to Consulting Services, the Company provides cybersecurity consulting, compliance auditing,

vulnerability assessment and penetration testing, and disaster recovery and data backup solutions.

part of Accounting Standards Codification (“ASC”) 606, the Company has adopted several practical expedients including the

(i) the Company has determined that it need not adjust the promised amount of consideration for the effects of a significant

financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service

to the customer and when the customer pays for that service will be one year or less and (ii) the Company recognizes any incremental

costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have

recognized is one year or less.

Disaggregated

consists of the following by service offering for the nine months ended September 30, 2020:

Sector Markets

consists of the following by service offering for the three months ended March 31, 2021:

Primary Sector

Not-for-Profit

Major Service

CISO as a Service

Major Service Lines

Gap and Risk Assessment

Managed Security Services

Tech Connect Pro

Tech Connect Cloud

Tech Connect Security

consists of the following by service offering for the nine months ended September 30, 2019:

Sector Markets

consists of the following by service offering for the three months ended March 31, 2020:

Primary Sector

Not-for-Profit

Major Service

CISO as a Service

Major Service Lines

Gap and Risk Assessment

Managed Security Services

Tech Connect Pro

Tech Connect Cloud

Tech Connect Security

Modifications

were no contract modifications during the nine months ended September 30, 2020.

Contract modifications are not routine in the

performance of the Company’s contracts.

were no contract modifications during the three months ended March 31, 2021.

Contract modifications are not routine in the performance

of the Company’s contracts.

and Cash Equivalents

4 unchanged sentences

The Company provides for allowances

for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and

any other factors considered appropriate.

for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other

factors considered appropriate.

Payments are generally due within 30 days of invoice.

The Company writes off accounts

receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible.

As of September 30, 2020,

and December 31, 2019, the Company’s allowance for doubtful accounts was $70,847 and $40,000, respectively.

The Company writes off accounts receivable against

the allowance for doubtful accounts when a balance is determined to be uncollectible.

As of March 31, 2021, and December 31, 2020, the

Company’s allowance for doubtful accounts was $40,000.

and Equipment

and equipment are recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of

the related assets, generally between three and five years.

Expenditures that enhance the useful lives of the assets are capitalized

and depreciated.

Computer equipment costs for the Company are capitalized, as incurred, and depreciated on a straight-line basis

over three years.

TalaTek capitalizes all equipment costs over $5,000, as incurred, and depreciates these costs on a straight-line

basis over three years.

Depreciation is computed using the straight-line method over the estimated useful lives of the related

assets, generally between three and five years.

Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

Computer equipment costs for the Company are capitalized, as incurred, and depreciated on a straight-line basis over three years.

capitalizes all equipment costs over $5,000, as incurred, and depreciates these costs on a straight-line basis over three years.

and repairs are charged to expense as incurred.

At the time of retirement or other disposition of property and equipment, the

cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected

in operations.

At the time of retirement or other disposition of property and equipment, the cost and

accumulated depreciation is removed from the accounts and the resulting gain or loss, if any, is reflected in results of operations.

of Long-Lived Assets

1 unchanged sentence

indicate that the carrying amount of such assets may not be recoverable.

Recoverability of these assets is determined by comparing

the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount.

If the operation

is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by

other long-lived assets of the operation to fair value.

Fair value is determined based on discounted cash flows or appraised values,

depending on the nature of the assets.

the three and nine months ended September 30, 2020, the Company did not record a loss on impairment.

Recoverability of these assets is determined by comparing the

forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount.

If the operation is determined

to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets

of the operation to fair value.

Fair value is determined based on discounted cash flows or appraised values, depending on the nature

of the assets.

During the three months ended March 31,

2021, the Company did not record a loss on impairment.

Company records its intangible assets at cost in accordance with ASC 350, Intangibles –

Goodwill and Other .

lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by

identifying the period over which the cash flows from the asset are expected to be generated.

represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets

Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or

more frequently if events or changes in circumstances indicate that the asset might be impaired.

Goodwill is tested for impairment

at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that

the fair value of the reporting unit is less than its carrying value.

If the reporting unit does not pass the qualitative assessment,

then the reporting unit’s carrying value is compared to its fair value.

The fair values of the reporting units are estimated

using market and discounted cash flow approaches.

Goodwill is considered impaired if the carrying value of the reporting unit

exceeds its fair value.

The discounted cash flow approach uses expected future operating results.

Failure to achieve these expected

results may cause a future impairment of goodwill at the reporting unit level (See Notes 3 and 6).

intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the

period over which the cash flows from the asset are expected to be generated.

represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired.

Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently

if events or changes in circumstances indicate that the asset might be impaired.

Goodwill is tested for impairment at the reporting unit

level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting

unit is less than its carrying value.

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s

carrying value is compared to its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.

The discounted cash flow

approach uses expected future operating results.

Failure to achieve these expected results may cause a future impairment of goodwill

at the reporting unit level (See Note 5).

and Marketing Costs

Company expenses advertising and marketing costs as they are incurred.

Advertising and marketing expenses were $30,488 and $104,058

for the three and nine months ended September 30, 2020, respectively, and $11,500 and $22,840 for the three and nine months ended

September 30, 2019, respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of

Advertising and marketing expenses were $45,227 and $27,862 for

the three months ended March 31, 2021 and 2020, respectively, and are recorded in operating expenses on the unaudited condensed consolidated

statements of operations.

Value Measurements

defined in ASC 820, Fair Value Measurements and Disclosures , fair value is the price that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including

assumptions about risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable,

market corroborated, or generally unobservable.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to

measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

This fair value measurement

framework applies at both initial and subsequent measurement.

defined in ASC 820, Fair Value Measurements and Disclosures , fair value is the price that would be received to sell an asset or

paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about

risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market corroborated, or

generally unobservable.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and

the lowest priority to unobservable inputs (level 3 measurement).

This fair value measurement framework applies at both initial and subsequent

prices are available in active markets for identical assets or liabilities as of the reporting date.

Active markets are those

in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on

an ongoing basis.

inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reported date.

Active markets are those in

which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing

inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as

of the reported date.

Level 2 includes those financial instruments that are valued using models or other valuation methodologies.

These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for

commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well

as other relevant economic measures.

Substantially all of these assumptions are observable in the marketplace throughout the

full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions

are executed in the marketplace.

These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities,

time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant

economic measures.

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument,

can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

inputs include significant inputs that are generally less observable from objective sources.

These inputs may be used with

internally developed methodologies that result in management’s best estimate of fair value.

The significant unobservable

inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models,

discounted cash flow methodologies and similar techniques.

These inputs may be used with internally

developed methodologies that result in management’s best estimate of fair value.

The significant unobservable inputs used in

the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash

flow methodologies and similar techniques.

Loss per Common Share

loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during

loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

All vested outstanding options are considered potentially outstanding common stock.

The dilutive effect, if any, of

stock options is calculated using the treasury stock method.

Since the effect of common stock equivalents is anti-dilutive

with respect to losses, the options have been excluded from the Company’s computation of net loss per common share for the

three and nine months ended September 30, 2020 and 2019.

following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including

these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less

than the average market price of the common shares:

Company applies the provisions of ASC 718, Compensation - Stock Compensation , which requires the measurement and recognition

of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.

stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date

fair value of each option using the Black-Scholes-Merton option pricing model.

The use of the Black-Scholes-Merton option pricing

model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the

common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common

For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes

stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite

service period, which is generally the vesting term.

Forfeitures are recorded as they are incurred as opposed to being estimated

at the time of grant and revised.

Due to the Company’s limited history and lack of public market for its common stock, the

Company used the average of historical share prices of similar companies within its industry to calculate volatility for use in

the Black-Scholes-Merton option pricing model.

The dilutive effect, if any, of stock options is

calculated using the treasury stock method.

Since the effect of common stock equivalents is anti-dilutive with respect to losses, the

options have been excluded from the Company’s computation of net loss per common share for the three months ended March 31, 2021

following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these

potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the

average market price of the common shares:

Stock Options

Convertible Debt

Company applies the provisions of ASC 718, Compensation - Stock Compensation , which requires the measurement and recognition of

compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.

stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair

value of each option using the Black-Scholes-Merton option pricing model.

The use of the Black-Scholes-Merton option pricing model requires

management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent

with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

For awards subject to

service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense

equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the

vesting term.

Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

Company’s limited history and lack of public market for its common stock, the Company used the average of historical share prices

of similar companies within its industry to calculate volatility for use in the Black-Scholes-Merton option pricing model.

to Accounting Standards Update (“ASU”) 2018-07, Compensation –

Stock Compensation (Topic 718):

to Non-employee Share-Based Payment Accounting , the Company accounts for stock options issued to non-employees for their services

in accordance with ASC 718.

The Company uses valuation methods and assumptions to value the stock options that are in line with

the process for valuing employee stock options noted above.

Improvements to Non-employee

Share-Based Payment Accounting , the Company accounts for stock options issued to non-employees for their services in accordance with

The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing

employee stock options noted above.

in which the Company is the lessee are comprised of corporate offices and property and equipment.

All of the leases are classified

as operating leases.

The Company leases office space monthly with no long term agreements.

The Company leases a vehicle with a

remaining term of three years.

accordance with ASC 842, Leases , the Company recognized a right-of-use (“ROU”) asset and corresponding

lease liability on its unaudited condensed consolidated balance sheet for its vehicle operating lease agreement.

See Note 13 –

All of the leases are classified as

operating leases.

The Company leases multiple office spaces with a remaining weighted average term of 1.67 years.

The Company leases

a vehicle with a remaining term of 1.25 years.

accordance with ASC 842, Leases , the Company recognized a right-of-use (“ROU”) asset and corresponding lease liability

on its unaudited condensed consolidated balance sheet for long-term office leases and a vehicle operating lease agreement.

Leases for further discussion, including the impact on the Company’s unaudited condensed consolidated financial statements

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consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Company utilizes ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the

expected future tax consequences of events that have been included in the unaudited condensed consolidated financial

statements or tax returns.

The Company accounts for income taxes using the asset and liability method to compute the

differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax

A valuation allowance is recorded when it is “more likely than not”

that a deferred tax asset will not be

At September 30, 2020 and December 31, 2019, the Company’s net deferred tax asset has been fully

Deferred tax assets,

including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income

in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in income in the period that includes the enactment date.

Company utilizes ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected

future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns.

The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets

and liabilities and the related financial amounts, using currently enacted tax rates.

A valuation allowance is recorded when it is “more

likely than not”

that a deferred tax asset will not be realized.

At March 31, 2021 and December 31, 2020, the Company’s net

deferred tax asset has been fully reserved.

uncertain tax positions that meet a “more likely than not”

threshold, the Company recognizes the benefit of uncertain

tax positions in the unaudited condensed consolidated financial statements.

The Company’s practice is to recognize interest

and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements

of operations when a determination is made that such expense is likely.

threshold, the Company recognizes the benefit of uncertain tax

positions in the unaudited condensed consolidated financial statements.

The Company’s practice is to recognize interest and penalties,

if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when

a determination is made that such expense is likely.

Issued Accounting Standards

newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

Skies Security LLC Acquisition

August 1, 2020, the Company entered into a Stock Purchase Agreement

(the “SPA”) with Clear Skies, and its equity holders, pursuant to which Clear Skies became a wholly

owned subsidiary of the Company (the “Clear Skies Acquisition”).

At the effective time of the Clear

Skies Acquisition, Clear Skies’

outstanding equity securities was exchanged for 2,330,000 shares of the Company’s

common stock.

following the Clear Skies Acquisition, the Company had 113,984,771 shares of common stock issued and outstanding.

The pre-acquisition

stockholders of the Company retained an aggregate of 111,654,771 shares, representing approximately 98% ownership of the post-acquisition

Therefore, upon consummation of the Clear Skies Acquisition, there was no change in control.

Company accounted for this transaction in accordance with the acquisition method of accounting for business combinations.

and liabilities of the acquired business were included in the unaudited condensed consolidated balance sheet as of September 30,

2020, based on the estimated fair value on the date of acquisition as determined in a purchase price allocation using available

information and making assumptions management believes are reasonable.

ASC 805, Business Combinations, the measurement period is the period after the acquisition date during which the acquirer may

adjust the provisional amounts recognized for a business combination.

The measurement period shall not exceed one year from the

acquisition date.

The Company has identified the acquisition date as August 1, 2020.

Subsequent to the issuance of these financial

statements, the Company expects to obtain a third-party valuation on the fair value of the assets acquired and the liabilities

assumed for use in the purchase price allocation.

following table summarizes the allocation of the purchase price to the fair values of the assets acquired and the liabilities

assumed as of the transaction date:

Consideration paid

Tangible assets acquired:

Accounts receivable

Total tangible

Assumed liabilities:

Accounts payable

Member distributions

Total assumed

Net assets acquired

Goodwill (a.)(b.)

Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.

In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually

or more frequently if certain indicators are present.

Goodwill and intangibles are not deductible for tax purposes.

Goodwill represents expected synergies from the merger of operations and intangible assets that do not qualify for separate recognition.

Cerberus and Clear Skies are both cybersecurity service providers.

The acquisition of Clear Skies provided Cerberus potential

sales synergies resulting from Cerberus’

access to Clear Skies’

current client-base to offer additional services.

Goodwill also represents Clear Skies’

customer list as well as the value of a non-competition agreement of one

of the principals of Clear Skies, to which the Company is currently unable to assign a fair value.

These items will be assigned

a fair value upon the completion of the third-party valuation.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

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Prepaid expenses

Employee advances

Other current

Total prepaid

expenses and other current assets

Other current assets

Total prepaid expenses

and other current assets

PROPERTY AND EQUIPMENT

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Computer equipment

equipment, net

depreciation expense was $5,361 and $8,668 for the three and nine months ended September 30, 2020, respectively and $225

and $282 for the three and nine months ended September 30, 2019, respectively.

Furniture and fixtures

Property and equipment,

depreciation expense was $4,424 and $971 for the three months ended March 31, 2021 and 2020, respectively.

INTANGIBLE ASSETS AND GOODWILL

following table summarizes the changes in goodwill during the nine months ended September 30, 2020:

following table summarizes the changes in goodwill during the three months ended March 31, 2021:

Balance December 31, 2020 (1)

Acquisition of goodwill

Ending balance, September 30, 2020

following table summarizes the identifiable intangible assets as of September 30, 2020 and December 31, 2019:

Ending balance, March

of March 31, 2021, the Company has not attained a third-party valuation for the December 16, 2020 acquisition of Alpine.

purchase price allocation disclosed in the Company’s Annual Report in Form 10-K for December 31, 2020, filed on March 31, 2021,

may change and, therefore, goodwill resulting from the acquisition may change.

following table summarizes the identifiable intangible assets as of March 31, 2021 and December 31, 2020:

Tradenames –

trademarks (1)

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Non-compete agreements (1)

Intellectual property/technology

priority option to acquire SaaS product (the “SaaS Option”) (1)

property/technology (1)

Less accumulated amortization

impairment charge (2)

intangible assets were acquired in the acquisition of TalaTek.

Company concluded that the carrying amount of the SaaS Option would not be recoverable and, as a result, fully impaired the

asset at December 31, 2019.

weighted average useful life remaining of identifiable amortizable intangible assets remaining is 9.00 years.

of identifiable intangible assets for the three and nine months ended September 30, 2020 was $15,648 and $46,944, respectively.

below table summarizes the future amortization expense for the fourth quarter of 2020, the next four years and thereafter:

intangible assets were acquired in the acquisitions of TalaTek, Techville and Clear Skies.

weighted average useful life of identifiable amortizable intangible assets remaining is 8.31 years.

of identifiable intangible assets for the three months ended March 31, 2021 and 2020, was $34,994 and $15,648, respectively.

below table summarizes the future amortization expense for the remainder of 2021 following March 31, 2021, and the next four years thereafter:

Remainder of 2021

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 unchanged sentences

Accrued expenses

Accrued interest

Accrued interest –

related party

Total accounts payable and accrued

Total accounts payable

and accrued expenses

7 - Related Party Transactions

1 unchanged sentence

Related Party

December 31, 2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC, an entity controlled by

the Company’s majority stockholder, in the orginal principal amount of $200,000.

The note had a maturity date

of June 30, 2020, and bears an interest rate of 6% per annum.

On June 30, 2020, the maturity date of the note was extended to

June 15, 2021.

The outstanding principal balance of this loan was $109,787 as of September 30, 2020 and December 31, 2019.

At September 30, 2020 and December 31, 2019, the Company has recorded accrued interest of $20,480 and $11,122, respectively,

with respect to this note payable.

The Company has recorded interest expense of $3,669 and $2,805 during the three

months ended September 30, 2020 and 2019, respectively, and $9,358 and $8,881 during the nine months ended September 30, 2020 and 2019, respectively, related to the note.

December 31, 2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC, an entity controlled by the Company’s

majority stockholder, in the orginal principal amount of $200,000.

The note has a maturity date of June 15, 2021, and bears an interest

rate of 6% per annum.

The outstanding principal balance of this loan was $59,787 as of March 31, 2021 and December 31, 2020.

At March 31, 2021 and December 31, 2020, the Company has recorded accrued interest of $22,417 and $23,934, respectively, with respect

to this note payable.

The Company has recorded interest expense of $2,983 and $2,275 during the three months ended March 31, 2021 and

2020, respectively.

Note Payable –

Related Party

December 23, 2020, the Company issued to a related party a convertible note in the principal amount of $3,000,000 bearing an interest

rate at 6% per annum payable at maturity with a maturity date of December 31, 2021, with a conversion price of $2.00 per share.

The outstanding

principal balance of this loan was $3,000,000 at March 31, 2021 and December 31, 2020, respectively.

See Note 11 for additional details.

with Eventus Consulting, P.C.

November 8, 2019, the Company entered into a financial consulting agreement with Eventus Consulting, P.C., an Arizona corporation,

(“Eventus”), of which Neil Reithinger, Chief Financial Officer advisor to the Company, is the sole shareholder,

pursuant to which Eventus is to provide financial and accounting consulting services to the Company.

November 8, 2019, the Company entered into a financial consulting agreement with Eventus Consulting, P.C., an Arizona corporation, (“Eventus”),

of which Neil Reithinger, Chief Financial Officer advisor to the Company, is the sole shareholder, pursuant to which Eventus is to provide

financial and accounting consulting services to the Company.

In consideration for Eventus’

services, the Company agreed to pay Eventus according to its standard hourly rate structure.

The term of the agreement is perpetual

unless otherwise terminated upon thirty days’

services, the Company agreed to pay

Eventus according to its standard hourly rate structure.

The term of the agreement is perpetual unless otherwise terminated upon thirty

notice by either Eventus or the Company.

For the three and nine months ended

September 30, 2020, Eventus was paid $78,033 and $125,851 and was owed $15,000 for accrued and unpaid services under the financial

consulting agreement at September 30, 2020.

January 1, 2020, the Company issued Mr.

Reithinger options to purchase 720,000 shares of the Company’s common stock at an

exercise price of $0.50 per share (See Note 10).

For the three months ended March 31, 2021, Eventus was paid $59,893 and was owed

$134 for accrued and unpaid services under the financial consulting agreement at March 31, 2021.

8 - Stockholders’

Transactions During the Period

During the nine months

ended September 30, 2020, the Company issued an aggregate of 350,000 and 325,000 shares of common stock with a fair value

of $0.40 and $2.00 per share, respectively, to investors for cash proceeds of $790,000.

On May 25, 2020, the

Company issued 3,392,271 shares of common stock with a fair value of $0.40 per share pursuant to the Techville acquisition.

August 1, 2020, the Company issued 2,330,000 shares of common stock with a fair value of $0.40 per share pursuant to the Clear

Skies Acquisition (See Note 3).

the three months ended March 31, 2021, the Company issued an aggregate of 1,625,000 shares of common stock with a fair value of $2.00

per share, respectively, to investors for cash proceeds of $3,250,000.

January 16, 2020, the Company entered into a consulting agreement, with Eskenzi PR Limited (“Eskenzi”).

agreement, Eskenzi will provide various marketing and public relations services to the Company.

The initial term of the agreement

was for twelve months and automatically renews for an additional twelve months unless either the Company or Eskenzi provides at

least three months advance written notice of termination in advance of at least three months.

As per the agreement,

Eskenzi will provide various marketing and public relations services to the Company.

The initial term of the agreement was for twelve

months and automatically renews for an additional twelve months unless either the Company or Eskenzi provides at least three months advance

written notice of termination.

execution of the agreement the Company was to issue 120,000 shares of the Company’s restricted common stock, valued at $48,000

As of September 30, 2020, these shares had yet to be issued.

As such, the Company recorded a stock payable in the

amount of $34,000 representing the fair value of services performed during the nine months ended September 30, 2020.

As of March 31, 2021, these shares have yet to be issued.

As such, the Company recorded a stock payable in the amount of

$48,000 and $46,000 representing the fair value of services performed through the three months and year ended March 31, 2020 and December

31, 2020, respectively.

Note 9 for disclosure of additional equity related transactions.

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Equity Incentive Plan

Board of Directors approved the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) on June 6, 2019 and the

stockholders of the Company holding a majority of the outstanding shares of common stock of the Company approved and adopted the

The maximum number of shares of the Company’s common stock that may be issued under the Company’s 2019

Plan is 25,000,000 shares.

The 2019 Plan has a term of ten years from the date it was adopted.

Shares issued under

the 2019 Plan shall be made available from (i) authorized but unissued shares of common stock, (ii) common

stock held in treasury of the Company, or (iii) previously issued shares of common stock reacquired by the Company, including

shares purchased on the open market.

Company granted options for the purchase of 4,390,700 shares of common stock during the nine months ended September

Company granted options for the purchase of 14,745,000 shares of common stock during the nine months ended September

weighted average grant date fair value of options issued and vested during the nine months ended September 30, 2020 was $157,384

and $802,587, respectively.

The weighted average grant date fair value of non-vested options was $990,894 at September 30, 2020.

weighted average grant date fair value of options issued during the nine months ended September 30, 2019 was $1,871,528.

Board of Directors approved the Company’s 2019 Equity Incentive Plan (the “2019 Plan”) on June 6, 2019 and the stockholders

of the Company holding a majority of the outstanding shares of common stock of the Company approved and adopted the 2019 Plan.

number of shares of the Company’s common stock that may be issued under the Company’s 2019 Plan is 25,000,000 shares.

2019 Plan has a term of ten years from the date it was adopted.

Shares issued under the 2019 Plan shall be made available from (i) authorized

but unissued shares of common stock, (ii) common stock held in treasury of the Company, or (iii) previously issued shares of common stock

reacquired by the Company, including shares purchased on the open market.

Company granted options for the purchase of 900,000 shares of common stock during the three months ended March 31, 2021.

Company granted options for the purchase of 2,570,000 shares of common stock during the three months ended March 31, 2020.

weighted average grant date fair value of options issued and vested during the three months ended March 31, 2021 was $652,458 and $142,436,

respectively.

The weighted average grant date fair value of non-vested options was $8,011,337 at March 31, 2021.

weighted average grant date fair value of options issued during the three months ended March 31, 2020 was $140,235.

The weighted average

non-vested grant date fair value of non-vested options was $1,766,067 at March 31, 2020.

Compensation-based

2 unchanged sentences

Expired or cancelled

Outstanding at September

Outstanding at March 31, 2021

following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable

at September 30, 2020:

at March 31, 2021:

compensation expense attributed to the issuance of the options is recognized ratably over the vesting period.

granted under the 2019 Plan are exercisable for a specified period, generally five to ten years from the grant date and

generally vest over three to four years from the grant date.

compensation expense related to the options was $392,661 and $1,062,000 for the three and nine months ended September 30,

2020, respectively.

As of September 30, 2020, there was future compensation expense of $2,425,902 with a weighted average

recognition period of 2.01 years related to the options.

aggregate intrinsic value totaled $31,950,000 and was based on the Company’s estimated fair value of the common

stock of $2.00 as of September 30, 2020, respectively, which is the aggregate fair value of the common stock that

would have been received by the option holders had all option holders exercised their options as of that date, net of the

aggregate exercise price.

January 1, 2020, the Company granted options to purchase 720,000 shares of the Company’s common stock to Mr.

with an exercise price of $0.50 per share.

The options vest monthly over a three-year period.

The options issued were valued using

the Black-Scholes-Merton option pricing model under the following assumptions:

stock price - $0.40;

strike price - $0.50;

volatility –

risk free interest rate –

dividend rate –

and expected term –

January 1, 2020, the Company granted options to purchase 50,000 shares of the Company’s common stock to an employee, with

an exercise price of $0.50 per share.

The options for 33% of the shares vest on the one-year anniversary of the grant date and

then monthly over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton option pricing

model under the following assumptions:

stock price - $0.40;

strike price - $0.50;

expected volatility –

risk free interest

dividend rate –

and expected term –

January 29, 2020, the Company granted options to purchase 1,000,000 shares of the Company’s common stock to William Santos,

Chief Operating Officer, with an exercise price of $0.50 per share.

The options for 33% of the shares vest on the one-year anniversary

of the grant date and then monthly over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

stock price - $0.40;

strike price - $0.50;

expected volatility –

risk free interest rate –

dividend rate –

and expected term –

January 29, 2020, the board of directors approved the issuance of options to purchase an aggregate of 600,000 shares of the Company’s

common stock to three members of the board, with an exercise price of $0.50 per share.

The options for 50% of the shares vest

on the one-year anniversary of the grant date and then monthly over the subsequent one-year period.

The options issued were valued

using the Black-Scholes-Merton option pricing model under the following assumptions:

stock price - $0.40;

strike price - $0.50;

expected volatility –

risk free interest rate –

dividend rate –

and expected term –

February 13, 2020, the Company granted 200,000 options to an employee, with an exercise price of $0.50 per share.

for 33% of the shares vest on the one-year anniversary of the grant date and then monthly over the subsequent two-year period.

The Company terminated the employee in March 2020 and, as a result, no stock-based compensation was recorded relating to these

June 9, 2020, the Company granted options to purchase an aggregate of 1,205,000 shares of the Company’s common stock to

various employees, with an exercise price of $0.50 per share.

The options for 33% of the shares vest on the one-year anniversary

of the grant date and then monthly over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

stock price - $0.40;

strike price - $0.50;

expected volatility –

risk free interest rate –

dividend rate –

and expected term –

July 27, 2020, the Company granted options to purchase an aggregate of 50,000 shares of the Company’s common stock to an

employee, with an exercise price of $2.00 per share.

The options for 25% of the shares vest on the one-year anniversary of the

grant date and then monthly over the subsequent four-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

stock price - $0.40;

strike price - $2.00;

expected volatility –

risk free interest rate –

dividend rate –

and expected term –

July 27, 2020, the Company granted options to purchase an aggregate of 95,700 shares of the Company’s common stock to an

employee, with an exercise price of $2.00 per share.

The options for 33% of the shares vest on the one-year anniversary of the

grant date and then monthly over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

stock price - $0.40;

strike price - $2.00;

expected volatility –

risk free interest rate –

dividend rate –

and expected term –

July 31, 2020, the Company granted options to purchase an aggregate of 250,000 shares of the Company’s common stock to an

employee, with an exercise price of $2.00 per share.

The options for 25% of the shares vest on the one-year anniversary of the

grant date and then monthly over the subsequent three-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

granted under the 2019 Plan are exercisable for a specified period, generally five to ten years from the grant date and generally vest

over three to four years from the grant date.

compensation expense related to the options was $838,762 and $325,429 for the three months ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, there was future compensation expense of $6,976,048 with a weighted average recognition period of 1.99 years related

to the options.

aggregate intrinsic value totaled $29,383,893 and $15,289,667, for total outstanding and exerciseable options, respectively, and was

based on the Company’s estimated fair value of the common stock of $2.05 as of March 31, 2021, which is the aggregate fair value

of the common stock that would have been received by the option holders had all option holders exercised their options as of that date,

net of the aggregate exercise price.

February 1, 2021, the Company granted options to purchase 500,000 shares of the Company’s common stock to an employee, with an

exercise price of $2.00 per share.

The options for 30% of the shares vest on the one-year anniversary of the grant date and then monthly

over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton option pricing model under the following

stock price - $2.05;

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risk free interest rate –

dividend rate –

and expected term –

August 17, 2020, the Company granted options to purchase an aggregate of 175,000 shares of the Company’s common stock to

various employees, with an exercise price of $2.00 per share.

The options for 25% of the shares vest on the one-year anniversary

of the grant date and then monthly over the subsequent three-year period.

February 1, 2021, the Company granted options to purchase 200,000 shares of the Company’s common stock to a board member, with

an exercise price of $2.00 per share.

The options vest monthly over a two-year period.

The options issued were valued using the Black-Scholes-Merton

3 unchanged sentences

expected volatility –

risk free interest rate –

free interest rate –

dividend rate –

and expected term –

August 17, 2020, the Company granted options to purchase an aggregate of 45,000 shares of the Company’s common stock to

an employee, with an exercise price of $2.00 per share.

The options for 33% of the shares vest on the one-year anniversary of

the grant date and then monthly over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton

option pricing model under the following assumptions:

February 8, 2021, the Company granted options to purchase 500,000 shares of the Company’s common stock to an employee, with an

exercise price of $2.00 per share.

The options for 30% of the shares vest on the one-year anniversary of the grant date and then monthly

over the subsequent two-year period.

The options issued were valued using the Black-Scholes-Merton option pricing model under the following

stock price - $2.05;

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risk free interest rate –

dividend rate –

and expected term –

COMMITMENTS AND CONTINGENCIES

Arrangements of Certain Officers

Agreement with Brad MacKenzie

July 31, 2020, the Company entered into an Employment Agreement with Brad Mackenzie (the “MacKenzie Agreement”), pursuant

to which he serves as a Managing Director of the Company.

the terms of the MacKenzie Agreement, Mr.

MacKenzie will earn a base salary of $200,000.

In addition, Mr.

MacKenzie’s salary

may be increased in accordance with the Company’s policies from time to time.

MacKenzie also received options, under

the Company’s 2019 Plan, to purchase 250,000 shares of the Company’s common stock, with an exercise price of $2.00.

The options for one-fourth of the shares will vest on the one-year anniversary of the grant date and then

in a series of thirty-six successive equal monthly installments, provided that Mr.

MacKenzie is employed by the Company on each

such vesting date.

Agreement with Brian Yelm

May 25, 2020, the Company entered into an Employment Agreement with Brian Yelm (the “Yelm Agreement”), pursuant to

which he serves as a Managing Director of the Company.

the terms of the Yelm Agreement, Mr.

Yelm will earn an initial base salary of $300,000.

In addition, Mr.

Yelm’s salary may

be increased in accordance with the Company’s policies from time to time.

He is entitled to receive a guaranteed quarterly

bonus of $22,000 by retaining Techville’s existing customer base and/or growing current revenues.

Yelm is also eligible

to receive annual bonuses in the amount of up to 20% of his base salary, at the discretion of the Board of Directors and based

on mutually agreed upon performance and company objectives.

Yelm also received options, under the Company’s 2019 Plan,

to purchase 500,000 shares of the Company’s common stock, with an exercise price of $0.50.

The options for one-third

of the shares will vest on the one-year anniversary of the grant date and then in a series of twenty-four successive equal

monthly installments, provided that Mr.

Yelm is employed by the Company on each such vesting date.

Agreement with William Santos

May 15, 2019, the Company entered into an Employment Agreement with William Santos (the “Santos Agreement”), pursuant

to which he serves as the Company’s Chief Operating Officer.

the terms of the Santos Agreement, Mr.

Santos will earn an initial base salary of $185,000, which may be increased to $245,000

at such time as the Company achieves $20,000,000 of gross revenue in any calendar year.

Santos’

base salary may be increased

again to $300,000 at such time as the Company achieves $40,000,000 of gross revenue in any calendar year.

In addition, Mr.

Santos’

salary may be increased in accordance with the Company’s policies from time to time.

He is entitled to receive annual bonuses

in an amount up to 100% of his base salary, at the discretion of the Board of Directors and based on the recommendation by the

Company’s Chief Executive Officer.

Santos will also receive stock options, under the Company’s 2019 Plan, to purchase

3,000,000 shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s

common stock on the grant date.

The options for one-third of the shares will vest on the one-year anniversary of

the grant date and then in a series of twelve successive equal monthly installments, provided that Mr.

Santos is employed by the

Company on each such vesting date.

Agreement with David Jemmett

September 30, 2019, the Company entered into an Employment Agreement with David Jemmett (the “Jemmett Agreement”),

pursuant to which he serves as the Company’s Chief Executive Officer.

the terms of the Jemmett Agreement, Mr.

Jemmett will earn an initial base salary of $225,000, which increased to $250,000 at such

time the Company achieves a public listing and can satisfactorily budget the salary without risk to the financial stability of

In addition, Mr.

Jemmett’s salary may be increased in accordance with the Company’s policies from time

He is entitled to receive annual bonuses in an amount up to 100% of his base salary, at the discretion of the Board of

are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director,

officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities,

or security holder is a party adverse to us or has a material interest adverse to the Company.

are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer

or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder

is a party adverse to us or has a material interest adverse to the Company.

LOANS PAYABLE AND LINES OF CREDIT

July 29, 2019, TalaTek entered into a secured line of credit with SunTrust Bank (“SunTrust”) for $500,000.

of credit bears interest at LIBOR plus 2.25%.

The line of credit is an open-end revolving line of credit and may be terminated

at any time by SunTrust without notice to TalaTek.

At September 30, 2020, no amounts were drawn on the line of credit.

The line of credit

bears interest at LIBOR plus 2.25%.

The line of credit is an open-end revolving line of credit and may be terminated at any time by SunTrust

without notice to TalaTek.

At March 31, 2021, no amounts were drawn on the line of credit.

Technologyville,

August 24, 2017, Techville entered into a secured revolving line of credit with Wintrust Bank (“Wintrust”) for $75,000.

The line of credit bears interest at 1.99% for the first twelve (12) months, the Prime plus 2%, with a floor rate of 6% and a

maturity date of August 24, 2020.

The interest rate at June 30, 2020 was 6%.

line of credit bears interest at 1.99% for the first twelve (12) months, then Prime plus 2%, with a floor rate of 6% and a maturity date

of August 24, 2021.

The interest rate at March 31, 2021 was 6%.

The line of credit is collateralized by all of Techville’s

There are no financial covenants requiring the Company to maintain specific financial ratios.

During the three and nine

months ended September 30, 2020 Techville drew $60,000 against the line of credit and made payments of $93,705.

At September 30,

2020, no amounts were outstanding.

During the three months ended March

31, 2021 Techville drew $221,346 against the line of credit and made payments of $190,988.

At March 31, 2021 and December 31, 2020 there

was $33,358 and $3,000 outstanding.

Technologyville,

April 29, 2019, Techville entered into a note payable with VCI Account Services, that subsequently was assigned to U.S.

in the original principal amount of $59,905.

The note has a maturity date of May 12, 2025 and bears an interest rate of

5.77% per annum.

During the nine months ended September 30, 2020, the Company made cash payments of $3,151, of which $2,737 and

$414 was attributed to principal and interest, respectively.

Bancorp, in the

original principal amount of $59,905.

The note has a maturity date of May 12, 2025 and bears an interest rate of 5.77% per annum.

the three months ended March 31, 2021, the Company made cash payments of $989, of which $767 and $222 was attributed to principal and

interest, respectively.

The loan is collateralized by a vehicle.

There are no financial covenants

requiring the Company to maintain specific financial ratios.

At September 30, 2020, $48,159 was outstanding.

There are no financial covenants requiring the Company to maintain specific

financial ratios.

At March 31, 2021, $45,114 was outstanding.

June 22, 2020, under the U.S.

Small Business Administration’s Paycheck Protection Program, Techville entered into

a note payable with a financial institution for $179,600 at an interest rate of 1% per annum and a maturity date of June 22, 2025.

Pursuant to the note, principal and interest payments are deferred for ten months, which, at that time Techville may apply for

loan forgiveness.

If Techville does not apply for loan forgiveness Techville will be required to make monthly payments of $3,819

starting on October 1, 2021.

All remaining principal and interest is due and payable at the maturity date.

At any time during

the term of the note, the note holder may call all remaining amounts owed in full.

At September 30, 2020, $179,600 was outstanding.

Small Business Administration’s Paycheck Protection Program, Techville entered into a note payable

with a financial institution for $179,600 at an interest rate of 1% per annum and a maturity date of June 22, 2025.

Pursuant to the note,

principal and interest payments are deferred for ten months, which, at that time Techville may apply for loan forgiveness.

does not apply for loan forgiveness Techville will be required to make monthly payments of $3,819 starting on October 1, 2021.

All remaining

principal and interest is due and payable at the maturity date.

As of March 31, 2021, Techville has not applied for loan forgiveness.

At any time during the term of the note, the note holder may call all remaining amounts owed in full.

At March 31, 2021, $179,600 was

Cyber Sentinel Corporation

December 31, 2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC, an entity controlled by the Company’s

majority stockholder, in the orginal principal amount of $200,000.

The note has a maturity date of June 15, 2021, and bears an interest

rate of 6% per annum.

The outstanding principal balance of this loan was $59,787 as of March 31, 2021 and December 31, 2020.

31, 2021 and December 31, 2020, the Company has recorded accrued interest of $22,417 and $23,934, respectively, with respect to this

note payable.

The Company has recorded interest expense of $2,983 and $2,275 during the three months ended March 31, 2021 and 2020, respectively.

April 17, 2020, under the U.S.

Small Business Administration’s Paycheck Protection Program, Cerberus entered into

a note payable with a financial institution for $530,000 at an interest rate of 1% per annum and a maturity date of April 17,

Pursuant to the note, principal and interest payments are deferred for six months.

Cerberus has 24 weeks, or until October

2, 2020, to apply for loan forgiveness.

If Cerberus does not apply for loan forgiveness Cerberus will be required to make monthly

payments of $29,678 starting on August 10, 2021.

All remaining principal and interest is due and payable at the maturity date.

Small Business Administration’s Paycheck Protection Program, Cerberus entered into a note payable

with a financial institution for $530,000 at an interest rate of 1% per annum and a maturity date of April 17, 2022.

Pursuant to the

note, principal and interest payments are deferred for six months.

Cerberus has 24 weeks, or until October 2, 2021, to apply for loan

If Cerberus does not apply for loan forgiveness Cerberus will be required to make monthly payments of $29,678 starting on

August 10, 2021.

As of March 31, 2021, the Company has not applied for loan forgiveness.

All remaining principal and interest is due

and payable at the maturity date.

At any time during the term of the note, the note holder may call the remaining amounts owed in full.

At September 30, 2020, $530,000

was outstanding.

At March 31, 2021, $530,000 was outstanding.

Skies Security LLC

May 8, 2020, under the U.S.

Small Business Administration’s Paycheck Protection Program, Clear Skies entered into

a loan payable with a financial institution for $134,200 at an interest rate of 1% per annum and a maturity date of May 8, 2022.

Pursuant to the loan, principal and interest payments are deferred for six months.

The Company may apply for loan forgiveness

at any time during the 24-week period beginning on May 5, 2020.

If the Company does not apply for loan forgiveness the Company

will be required to make monthly payments of $5,650 starting on December 8, 2020.

All remaining principal and interest is due

and payable at the maturity date.

Small Business Administration’s Paycheck Protection Program, Clear Skies entered into a loan payable

with a financial institution for $134,200 at an interest rate of 1% per annum and a maturity date of May 8, 2022.

Pursuant to the loan,

principal and interest payments are deferred for six months.

The Company may apply for loan forgiveness at any time during the 24-week

period beginning on November 5, 2020.

If the Company does not apply for loan forgiveness the Company will be required to make monthly

payments of $5,650 starting on December 8, 2020.

As of March 31, 2021, Clear Skies has not applied for loan forgiveness.

All remaining

principal and interest is due and payable at the maturity date.

At any time during the term of the loan, the loan holder may call all

remaining amounts owed in full.

At March 31, 2021, $134,200 was outstanding.

Security, LLC

April 18, 2020, under the U.S.

Small Business Administration’s Paycheck Protection Program, Alpine entered into a loan payable

with a financial institution for $137,000 at an interest rate of 1% per annum and a maturity date of April 8, 2022.

Pursuant to the loan,

principal and interest payments are deferred for six months.

Alpine may apply for loan forgiveness at any time during the ten-month period

after October 18, 2020.

If the Company does not apply for loan forgiveness the Company will be required to make monthly payments of $7,672

starting on August 18, 2021.

As of March 31, 2021, Alpine has not applied for loan forgiveness.

All remaining principal and interest

is due and payable at the maturity date.

At any time during the term of the loan, the loan holder may call all remaining amounts owed

At September 30, 2020, $134,200 was outstanding.

lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period

of time in exchange for consideration.

On January 1, 2020, the Company adopted ASC 842 and it primarily affected the accounting

treatment for operating lease agreements in which the Company is the lessee.

of the Company’s leases are classified as operating leases, and as such, were previously not recognized on the Company’s

unaudited condensed consolidated balance sheet.

With the adoption of Topic 842, operating lease agreements are required to be

recognized on the condensed consolidated balance sheet as ROU assets and corresponding lease liabilities.

May 25, 2020, the Company recognized ROU assets of $19,393 and lease liabilities of approximately $19,393.

The Company elected

to not recognize ROU assets and lease liabilities arising from short-term office leases, leases with initial terms of twelve months

At March 31, 2021, $137,000 was outstanding.

December 23, 2020, the Company issued to a related party lender a convertible note payable in the principal amount of $3,000,000.

convertible note bears interest at 6% per annum, with an effective interest rate, due to the if converted value of the note, of 8.5%

per annum, payable at maturity with a maturity date of December 31, 2021.

Amounts due under the note may be converted into shares of

the Company’s common stock, $0.00001 par value, at any time at the option of the Holder, at a conversion price of $2.00 per share.

At December 31, 2020, the if converted value of the note, at the market price of $2.05 per share, would be $3,075,000.

The issuance of

the note resulted in a discount from the beneficial conversion feature totaling $75,000.

Total straight-line amortization of this discount

totaled $18,097 during the three months ended March 31, 2021 and has a remaining amortization period of .75 years.

Total interest expense

on the note was $45,000 for the three months ended March 31, 2021.

minimum payments under the above notes payable following the three months ended March 31, 2021, are as follows:

Total future minimum payments

lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time

in exchange for consideration.

of the Company’s leases are classified as operating leases.

With the adoption of Topic 842, operating lease agreements are required

to be recognized on the condensed consolidated balance sheet as ROU assets and corresponding lease liabilities.

January 1, 2021 and February 1, 2021, the Company recognized additional ROU assets and lease liabilities of $37,932 and $137,826, respectively.

The Company elected to not recognize ROU assets and lease liabilities arising from office leases with initial terms of twelve months

or less (deemed immaterial) on the unaudited condensed consolidated balance sheets.

assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred.

Lease expense for

minimum lease payments is recognized on a straight-line basis over the lease term.

The lease terms may include options to extend

or terminate the lease if it is reasonably certain that the Company will exercise that option.

measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its

estimated incremental borrowing rate at May 25, 2020.

Lease expense for minimum

lease payments is recognized on a straight-line basis over the lease term.

The lease terms may include options to extend or terminate

the lease if it is reasonably certain that the Company will exercise that option.

measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated

incremental borrowing rate at January 1, 2021.

The weighted average incremental borrowing rate applied was 6%.

September 30, 2020, the Company’s leases had a remaining weighted average term of 1.75 years.

expense amounted to $15,057 and $28,309 for the three and nine months ended September 30, 2020, respectively, and

$6,646 and $13,063 for the three and nine months ended September 30, 2019, respectively.

As of March 31, 2021,

the Company’s leases had a remaining weighted average term of 1.64 years.

following table presents net lease cost and other supplemental lease information:

Months Ended September 30, 2020

lease cost (cost resulting from lease payments)

Short term lease

term lease cost

Net lease cost

Operating lease –

cash flows (fixed payments)

operating cash flows

(fixed payments)

Operating lease –

cash flows (liability reduction)

operating cash flows

(liability reduction)

Non-current leases –

of use assets

Current liabilities –

lease liabilities

operating lease

Non-current liabilities –

lease liabilities

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months

ended September 30, 2020, are as follows:

2020 (excluding the nine

months ended September 30, 2020)

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended

March 31, 2021, are as follows:

2021 (excluding the three months

ended March 31, 2021)

Total future minimum lease payments

Amount representing

Present value

of net future minimum lease payments

Present value of

net future minimum lease payments

CONCENTRATION OF CREDIT RISK

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits.

at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

As of September

30, 2020, and December 31, 2019, the Company had approximately $1,637,000 and $1,377,000, respectively, in excess of the

FDIC insured limit.

clients accounted for 68% of revenue for the nine months ended September 30, 2020, as set forth below:

clients accounted for 81% of revenue for the nine months ended September 30, 2019.

clients accounted for 56% of the accounts receivable as of September 30, 2020, as set forth below:

clients accounted for 100% of the accounts receivable as of September 30, 2019, as set forth below:

vendors accounted for 40% of the accounts payable as of September 30, 2020, as set forth below:

vendors accounted for 73% of the accounts payable as of September 30, 2019, as set forth below:

Accounts at each

institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

As of March 31, 2021, and December

31, 2020, the Company had approximately $6,527,000 and $4,252,000, respectively, in excess of the FDIC insured limit.

client accounted for 32% of revenue for the three months ended March 31, 2021.

clients accounted for 92% of revenue for the three months ended March 31, 2020, as set forth below:

client accounted for 20% of the accounts receivable as of March 31, 2021.

clients accounted for 83% of the accounts receivable as of March 31, 2020, as set forth below:

vendors accounted for 39% of the accounts payable as of March 31, 2021, as set forth below:

vendor accounted for 25% of the accounts payable as of March 31, 2020.

SUBSEQUENT EVENTS

On October 28, 2020,

the Company issued an 300,000 shares of common stock, with a fair value of $2.00 per share, to a consutlant for services rendered.

On October 28, 2020,

the Company issued 425,000 shares, with a fair value of $2.00 per share, to Neil Reithinger, Chief Financial Officer advisor

to the Company, for services rendered.

During November 2020,

pursuant to corresponding securities purchase agreements, the Company received $291,010 from several investors for an aggregate

total of 145,505 share of common stock at a fair value of $2.00 per share.

As of the date of this report the shares have not been

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic

which continues to spread throughout the United States and the World.

The Company continues to monitor the outbreak of COVID-19

and the related business and travel restrictions and changes to behavior intended to reduce its spread, in addition to the impact

on its employees.

Due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and

its impact on the Company’s operations and liquidity is uncertain as of the date of this report.

While there could ultimately

be a material impact on operations and liquidity of the Company, at the time of issuance, the impact could not be determined.

has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial

statements were available to be issued, and has determined that no material events have occurred.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes a number of forward-looking statements that reflect management’s current views with

respect to future events and financial performance.

Quarterly Report on Form 10-Q includes a number of forward-looking statements that reflect management’s current views with respect

to future events and financial performance.

Forward-looking

11 unchanged sentences

or “continue”

the negative of these terms or other comparable terminology.

These statements include statements

regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which

such statements are based.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of

future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by

such forward-looking statements.

These statements are only predictions and involve known and unknown risks, uncertainties

and other factors, including the risks set forth in the section entitled “Risk Factors”

in our Annual Report on Form

10-K for the fiscal year ended December 31, 2019, as filed with the U.S.

Securities and Exchange Commission (the “SEC”)

on March 30, 2020, any of which may cause our company’s or our industry’s actual results, levels of activity, performance

or achievements to be materially different from any future results, levels of activity, performance or achievements expressed

or implied in our forward-looking statements.

These risks and factors include, by way of example and without limitation:

or the negative

of these terms or other comparable terminology.

These statements include statements regarding the

intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and

involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks

set forth in the section entitled “Risk Factors”

in our Annual Report on Form 10-K for the fiscal year ended December 31,

2020, as filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 31, 2021, any of which may cause our

company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from

any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements.

and factors include, by way of example and without limitation:

ability to achieve and sustain profitability of the existing lines of business through expansion;

6 unchanged sentences

accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing;

interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the recent

outbreak of COVID-19, or the novel coronavirus);

interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the recent outbreak

of COVID-19);

ability to attract and retain clients;

ability to navigate through the increasingly complex cybersecurity regulatory environment.

we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,

levels of activity, or performance.

Except as required by applicable law, including the securities laws of the United States,

we do not intend to update any of the forward-looking statements to conform these statements to actual results.

are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence

of unanticipated events, or changes in the future operating results over time, except as required by law.

We believe that our

assumptions are based upon reasonable data derived from and known about our business and operations.

No assurances are made that

actual results of operations or the results of our future activities will not differ materially from our assumptions.

we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels

of activity, or performance.

Except as required by applicable law, including the securities laws of the United States, we do not intend

to update any of the forward-looking statements to conform these statements to actual results.

are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the

We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated

events, or changes in the future operating results over time, except as required by law.

We believe that our assumptions are based upon

reasonable data derived from and known about our business and operations.

No assurances are made that actual results of operations or

the results of our future activities will not differ materially from our assumptions.

used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,”

2 unchanged sentences

and “our”

refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation, and its wholly owned

subsidiaries including GenResults, LLC, an Arizona limited liability company (“GenResults”), TalaTek, LLC, a Virginia

limited liability company (“TalaTek”), Technologyville, Inc., an Illinois corporation (“Techville”),

and Clear Skies Security, LLC, a Georgia limited liability company (“Clear Skies”).

Unless otherwise specified,

all dollar amounts are expressed in United States dollars.

Cyber Sentinel Corporation was formed on March 5, 2019 as a Delaware corporation.

Our principal

offices are located at 7333 E.

Doubletree, Suite D270, Scottsdale, Arizona 85258.

April 1, 2019, we acquired GenResults, which became our wholly owned subsidiary.

GenResults was established on June 22,

Prior to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G.

Jemmett, our Chief

Executive Officer and a director of the Company.

Due to the companies being under common control, the Company accounted for the acquisition as a reorganization.

April 12, 2019, we consummated a transaction whereby VCAB Six Corporation, a Texas corporation (“VCAB”), merged

with and into us (the “VCAB Merger”).

At the time of the VCAB Merger, VCAB was subject to a bankruptcy proceeding

and had minimal assets, no equity owners and no liabilities, except for approximately 1,500 holders of Class 5 Allowed General

Unsecured Claims and a holder of allowed administrative expenses (collectively the “Claim Holders”).

Pursuant to the

terms of the VCAB Merger, and in accordance with the bankruptcy plan, we issued an aggregate of 2,000,000 shares of our common

stock (the “Plan Shares”) to the Claim Holders as full settlement and satisfaction of their respective claims.

provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section 1145 of the United States Bankruptcy Code.

a result of the VCAB Merger, the separate corporate existence of VCAB was terminated.

We entered into the merger in order to increase

our shareholder base and in order to, among other things, assist us in satisfying the listing standards of a national securities

as of October 1, 2019, we entered into an Agreement and Plan of Merger (the “TalaTek Merger”) pursuant to which TalaTek

became our wholly owned subsidiary.

Under the TalaTek Merger, all issued and outstanding units representing membership interests

in TalaTek were converted into an aggregate of 6,200,000 shares of our common stock.

May 25, 2020, the Company entered into a Stock Purchase Agreement with Techville, pursuant to which Techville became a wholly

owned subsidiary of the Company (the “Techville Acquisition”).

Under the terms of the Techville Acquisition, all issued

and outstanding common stock of Techville was exchanged for an aggregate of 3,392,271 shares of the Company’s common

August 1, 2020, the Company entered into a Stock Purchase Agreement with Clear Skies and its equity holders, pursuant to which

Clear Skies became a wholly owned subsidiary of the Company (the “Clear Skies Acquisition”).

Under the terms of the

Clear Skies Acquisition, all issued and outstanding equity securities in Clear Skies was exchanged for an aggregate

of 2,330,000 shares of the Company’s common stock.

are a security services company comprised of highly trained security professionals who work with clients to create a continuously

aware security culture.

refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation, and its wholly owned subsidiaries including

GenResults, LLC, an Arizona limited liability company (“GenResults”), TalaTek, LLC, a Virginia limited liability company

(“TalaTek”), Technologyville, Inc., an Illinois corporation (“Techville”), Clear Skies Security, LLC, a Georgia

limited liability company (“Clear Skies”), and Alpine Security, LLC, an Illinois limited liability company (“Alpine”).

Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Cyber Sentinel Corporation (“Cerberus Sentinel”) was formed on March 5, 2019 as a Delaware corporation.

Our principal offices

are located at 6900 E.

Camelback Road, Suite 240, Scottsdale, AZ 85251.

May 25, 2020, we entered into a Stock Purchase Agreement with Techville and its sole shareholder, pursuant to which Techville became

a wholly owned subsidiary of the Company (the “Techville Acquisition”).

Under the terms of the Techville Acquisition, all

issued and outstanding common stock of Techville was exchanged for an aggregate of 3,392,271 shares of the Company’s common stock.

August 1, 2020, we entered into a Stock Purchase Agreement with Clear Skies and its equity holders, pursuant to which Clear Skies became

a wholly owned subsidiary of the Company (the “Clear Skies Acquisition”).

Under the terms of the Clear Skies Acquisition,

all issued and outstanding equity securities in Clear Skies were exchanged for an aggregate of 2,330,000 shares of the Company’s

common stock.

December 16, 2020, we entered into an Agreement and Plan of Merger pursuant to which Alpine became a wholly owned subsidiary of the Company.

All units representing membership interests of Alpine issued and outstanding were converted into 900,000 shares of our common stock.

are a security services company comprised of highly trained security professionals who work with clients to create a continuously aware

security culture.

We do not sell cybersecurity products.

We position ourselves as a trusted cybersecurity advisor and are

committed to delivering tailored security solutions to organizations of different sizes and across all geographies and industries

to fit their budgetary needs and limit their cyber threat exposure.

currently provide a multitude of cybersecurity services including managed security service, cybersecurity consulting, technology

consulting, compliance auditing, vulnerability assessment, penetration testing, security remediation, Security Operations Center

(“SOC”) set-up and consulting and cybersecurity training.

We differentiate ourselves from competitors by staying technology

We believe that many cybersecurity service providers in the market today are committed to a specific technology solution

which limits their service scope and ability to quickly respond to any emerging cybersecurity challenges.

In addition, as we continue

to serve our clients within our existing capacities, we plan to continue making strategic acquisitions of small-to-medium-sized

engineer-led cybersecurity service businesses to continue to expand our service scope and geographical coverage.

We believe that

having a world-class technology team with multi-faceted expertise is key to providing technology agnostic solutions to our clients

and maximizing their return on investment from information technology (“IT”) and cybersecurity spending.

We position ourselves as a trusted cybersecurity advisor and are committed to

delivering tailored security solutions to organizations of different sizes and across all geographies and industries to fit their budgetary

needs and limit their cyber threat exposure.

currently provide a multitude of cybersecurity services including managed security service, cybersecurity consulting, technology consulting,

compliance auditing, vulnerability assessment, penetration testing, security remediation, Security Operations Center (“SOC”)

set-up and consulting and cybersecurity training.

We differentiate ourselves from competitors by staying technology agnostic.

that many cybersecurity service providers in the market today are committed to a specific technology solution which limits their service

scope and ability to quickly respond to any emerging cybersecurity challenges.

In addition, as we continue to serve our clients within

our existing capacities, we plan to continue making strategic acquisitions of small-to-medium-sized engineer-led cybersecurity service

businesses to continue to expand our service scope and geographical coverage.

We believe that having a world-class technology team with

multi-faceted expertise is key to providing technology agnostic solutions to our clients and maximizing their return on investment from

cybersecurity and information technology (“IT”) spending.

Cybersecurity

the world has become increasingly connected through the Internet and the Internet of Things (“IoT”), cyberattacks have prevailed

and evolved over the years, in different forms, causing uncontainable threats to the integrity and privacy of enterprise and personal

data and resulted in significant economic losses globally.

response to the increasing economic damage caused by heightened cybersecurity risks, regulatory bodies have pushed the implementation

of new cybersecurity legislations, and cyber insurance companies have increased minimum cybersecurity requirements.

We believe that we

are well positioned in a fast-growing industry to provide businesses with a wide scope of cybersecurity services and with significant

opportunities for growth.

currently offer two major types of services to clients:

1 unchanged sentence

Managed Services focus on a holistic approach to cybersecurity based on an upfront gap analysis of our clients’

cybersecurity practices.

We offer multiple modules in the service portfolio including the following:

existing cybersecurity

We provide multiple offerings in the service portfolio including the following:

CISO-as-a-service:

Many companies are in need of cybersecurity services but do not have the capital resources or knowledge base to hire a Chief

Information Security Officer (“CISO”).

We offer this service to companies on an ongoing consulting basis as a

resource to augment their management team.

CISO-as-a-service includes road mapping the future state for the client and providing

our knowledge and expertise to help them achieve their security needs;

education and enablement module:

This targets the root cause for 75% of cyber breach events by starting with a culture of

security-forward thinking;

and technology provisioning module:

We provide technology-agnostic solutions catering to a client’s existing products

and enhances the cyber defense system by making carefully selected additions without bias and to fit their financial profile;

and privacy module:

This ensures that a client’s data security and privacy are properly managed to alleviate risks of

data loss and breach;

and compliance module:

Many companies are in need of cybersecurity services but do not have the capital resources or knowledge base to hire a Chief Information

Security Officer (“CISO”).

We offer this service to companies on an ongoing consulting basis as a resource to augment

their management team.

CISO-as-a-service includes road mapping the future needs for the client and providing our knowledge and expertise

to help them achieve their security needs;

education and enablement offering:

This targets the root cause for approximately 75% of cyber breach events by starting with a culture

of security-forward thinking;

and technology provisioning offering:

We provide technology-agnostic solutions catering to a client’s existing products and

to enhance the cyber defense system by making carefully selected additions without bias and to fit their financial profile;

and privacy offering:

This ensures that a client’s data security and privacy are properly managed to alleviate risks of data

loss and breach;

and compliance offering:

We evaluate a client’s policies and procedures and implement the appropriate compliance framework

based on the latest industry regulations and obligations;

We offer SOC-as-a-service, which is a subscription-based service that manages and monitors client’s logs, devices,

clouds, network and assets for possible cyber threats.

This service provides the clients with the knowledge and skills necessary

to combat cybersecurity threats.

consulting services include a wide array of tailored solutions for organizations of all sizes.

Our in-depth industry expertise

allows us to act as the trusted advisor of our clients to help them lower their risk profile, minimize cost impact to organizations

and meet regulatory compliance demands.

Our in-depth industry expertise allows

us to act as the trusted advisor of our clients to help them lower their risk profile, minimize cost impact to organizations and meet

regulatory compliance demands.

We specialize in:

● Cybersecurity

Bringing the culture of cybersecurity to client’s leadership team and penetrating throughout the organization

is a critical first step of building any cybersecurity system.

Through our consulting service, we dive in both at the cultural

and technical aspects of cybersecurity within the organization.

We help our clients build effective policies and best practices,

design or enhance a cybersecurity system and train the executive management team so that the culture at the top is set to

facilitate diligent implementation of cybersecurity awareness.

Bringing the culture of cybersecurity to a client’s leadership team and

penetrating throughout the organization is a critical first step of building any cybersecurity

Through our consulting service, we dive in both at the cultural and technical aspects

of cybersecurity within the organization.

We help our clients build effective policies and

best practices, design or enhance a cybersecurity system and train the executive management

team so that the culture at the top is set to facilitate diligent implementation of cybersecurity

We provide auditing services under several compliance frameworks as follows:

Organization 2 (“SOC 2”) –

Organization 2 –

This is an auditing procedure that focuses on a business’

non-financial

reporting controls related to security, availability, processing, integrity, confidentiality, and privacy of a system;

Card Industry Data Security Standard (“PCI DSS”) –

This is a standard administered by the Payment Card Industry

Security Standards Council;

Insurance Portability and Accountability Act of 1996 (“HIPAA”) and The Health Information Technology for Economic

and Clinical Health Act of 2009 (“HITECH”) –

These are laws regulated by the Department of Health and Human

Services (“HHS”) to secure the privacy and confidentiality of protected health information (“PHI”);

This is a comprehensive security framework (“CSF”) developed by the Health Information Trust Alliance

(“HITRUST”) in collaboration with healthcare, technology and information security leaders, to create, access,

store and exchange sensitive and/or regulated data;

National Institute of Standards and Technology (“NIST”) –

reporting controls related to security, availability, processing, integrity, confidentiality,

and privacy of a system;

Card Industry Data Security Standard–

This is a standard administered by the Payment

Card Industry Security Standards Council;

Insurance Portability and Accountability Act of 1996 and The Health Information Technology

for Economic and Clinical Health Act of 2009 –

These are laws regulated by the Department

of Health and Human Services to secure the privacy and confidentiality of protected health

This is a comprehensive security framework developed by the Health Information

Trust Alliance in collaboration with healthcare, technology and information security leaders,

to create, access, store and exchange sensitive and/or regulated data;

National Institute of Standards and Technology –

This was formally known as the National

Bureau of Standards, which is a federal agency that promotes and maintains measurement standards while encouraging and assisting

industry and science to develop and use these standards.

Bureau of Standards, which is a federal agency that promotes and maintains measurement standards

while encouraging and assisting industry and science to develop and use these standards.

and risk assessment:

We perform security risk gap analysis and advanced threat intelligence and analytics to identify potential

areas of security risk and monitor potential breaches on a frequent basis.

Evaluating all aspects of the business from executive

management, finance, legal, human resources, compliance, operations and then IT.

This is to ensure the organization has a

holistic understanding of their company’s security posture.

We offer network and application level penetration testing performed through industry tools and verified by certified

security experts.

At the network level, we conduct network scans for clients at pre-defined intervals based on their preference.

Subsequent automatic scans are performed at the same IP address.

We also make further attempts to exploit any vulnerability

found by the network scan to eliminate false positives.

At the application level, we utilize techniques such as parameter

tampering, cookie poisoning, session hijacking, user privilege escalation, credential manipulation, forceful browsing, backdoors

and debug options, configuration subversion, input validation bypass, SQL injection, and cross-site scripting to assess the

application for known vulnerabilities.

We offer SOC-as-a-service, which is a subscription-based service that manages and monitors client’s logs,

devices, clouds, network and assets for possible cyber threats.

This service provides the clients with the knowledge and skills

necessary to combat cybersecurity threats.

We perform security risk gap analysis and advanced threat intelligence

and analytics to identify potential areas of security risk and monitor potential breaches

on a frequent basis.

Evaluating all aspects of the business from executive management, finance,

legal, human resources, compliance, operations and then IT.

This is to ensure the organization

has a holistic understanding of their company’s security posture.

● Penetration

We offer network and application-level penetration testing performed through industry

tools and verified by certified security experts.

At the network level, we conduct network

scans for clients at pre-defined intervals based on their preference.

Subsequent automatic

scans are performed at the same IP address.

We also make further attempts to exploit any

vulnerability found by the network scan to eliminate false positives.

At the application

level, we utilize techniques such as parameter tampering, cookie poisoning, session hijacking,

user privilege escalation, credential manipulation, forceful browsing, backdoors and debug

options, configuration subversion, input validation bypass, SQL injection, and cross-site

scripting to assess the application for known vulnerabilities.

Developments During the Quarter

February 1, 2021, our Board of Directors appointed Sandra Morgan as a director.

Morgan, 42, has served as Chairwoman of the Nevada

Gaming Control Board from January 2019 to November 2020 and as Commissioner of the Nevada Gaming Commission from May 2018 to Jan 2019.

She also served as Director of External Affairs at AT&T from January 2016 to January 2018.

Morgan also currently serves on the

Board of Directors at Fidelity National Financial and holds a Juris Doctor, Law from UNLV.

Morgan is qualified for service as a director

of the Company due to her experience with regulatory and compliance issues.

of Operations

of the Nine Months Ended September 30, 2020 to the Nine Months Ended September 30, 2019

financial results for the nine months ended September 30, 2020 are summarized as follows in comparison to the nine months ended

September 30, 2019:

the Nine Months Ended September 30, 2020

of the Three Months Ended March 31, 2021 to the Three Months Ended March 31, 2020

financial results for the three months ended March 31, 2021 are summarized as follows in comparison to the three months ended March 31,

the Three Months Ended March 31, 2021

Cost of revenue

Operating expenses

Operating loss

( 2,418,912 )

Loss before income

Operating income (loss)

Other income (expense)

Loss before income taxes

$ (1,795,901 )

$ (1,776,859 )

the Nine Months Ended September 30, 2019

the Three Months Ended March 31, 2020

Cost of revenue

1 unchanged sentence

Operating loss

Other expense

Loss before income

Other income (expense)

Loss before income taxes

Cost of revenue

2 unchanged sentences

Other expense

Loss before income

$ (1,181,973 )

$ (1,421,585 )

the Nine Months Ended September 30, 2020

Managed services

Consulting services

Total revenue

the Nine Months Ended September 30, 2019

Managed services

Consulting services

Total revenue

increased for Cerberus by $590,113, or 93%, for the nine months ended September 30, 2020, as compared to the nine months ended

September 30, 2019, as a result of the Company having an increase of approximately $382,000 in managed security services to

a major customer.

increased for TalaTek by $2,514,693, or 100%, for the nine months ended September 30, 2020, as compared to the nine months ended

September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately $2,400,000 of the

increase was a result of TalaTek’s gap and risk assessment services that is attributable to one major customer.

increased for Techville by $748,790, or 100%, for the nine months ended September 30, 2020, as compared to the nine months ended

September 30, 2019, as a result of the acquisition, which was consummated on May 25, 2020.

Approximately $358,000 is a result

of Techville’s managed service offering, Tech Connect Pro, approximately $87,000 was a result of Techville’s consulting

service offering Tech Connect Cloud and approximately $160,000 was a result of miscellaneous hardware sales associated with Techville’s

consulting service offerings.

increased for Clear Skies by $141,325, or 100%, for the nine months ended September 30, 2020, as compared to the nine months ended

September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2020.

Approximately $141,000 is a result

of Clear Skies’

gap and risk assessment service offering.

the Nine Months Ended September 30, 2020

Managed services

Consulting services

Cost of payroll

Total cost of revenue

the Nine Months Ended September 30, 2019

Managed services

Consulting services

Cost of payroll

Total cost of revenue

Managed services

Consulting services

Cost of payroll

Total cost of revenue

of revenues increased for Cerberus by $499,417, or 155%, for the nine months ended September 30, 2020, as compared to the nine

months ended September 30, 2019, and was primarily the result of an increase in payroll related costs of $498,806 due to an increase

in employee and contractual labor after the reorganization.

of revenues increased for TalaTek by $1,778,351 or 100%, for the nine months ended September 30, 2020, as compared to the nine

months ended September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately, $1,450,000

was attributable to TalaTek’s payroll and related services.

of revenues increased for Techville by $251,358 or 100%, for the nine months ended September 30, 2020, as compared to the nine

months ended September 30, 2019, as a result of the acquisition, which was consummated on May 25, 2020.

of revenues increased for Clear Skies by $93,546 or 100%, for the nine months ended September 30, 2020, as compared to the nine

months ended September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2020.

the Nine Months Ended September 30, 2020

Professional fees

Salaries and benefits

Advertising and marketing

Selling, general and administrative

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

the Nine Months Ended September 30, 2019

Professional fees

Salaries and benefits

Advertising and marketing

Selling, general and administrative

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

Professional fees

Salaries and benefits

Advertising and marketing

Selling, general and administrative

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

expenses increased for Cerberus by $1,282,716, or 99%, for the nine months ended September 30, 2020, as compared

to the nine months ended September 30, 2019, primarily as a result of (i) an increase of $392,152 in payroll and related benefits

as a result of the increase in employees after the reorganization, (ii) an increase in stock-based compensation of $550,502

due to an increase in stock option grants as a result of the TalaTek, Techville and Clear Skies acquisitions, (iii) an

increase of $139,267 in professional fees due to additional accounting and legal fees as a result of the TalaTek, Techville and

Clear Skies acquisitions, and (iv) an increase in selling, general and administrative fees of $182,284 primarily

due to an increase of approximately $95,000 in software and computer supplies expense.

expenses increased for TalaTek by $818,477, or 100%, for the nine months ended September 30, 2020, as compared to the nine months

ended September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately $486,000 was

attributable to TalaTek’s administrative payroll and benefits.

Operating expenses increased for Techville by $572,240, or

100%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, as a result of the

acquisition, which was consummated on May 25, 2020.

Approximately $453,000 was attributable to Techville’s administrative

payroll and benefits.

expenses increased for Clear Skies by $128,252, or 100%, for the nine months ended September 30, 2020, as compared to the nine

months ended September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2020.

Approximately $65,000

was attributable to Techville’s administrative payroll and benefits.

of the Three Months Ended September 30, 2020 to the Three Months Ended September 30, 2019

financial results for the three months ended September 30, 2020 are summarized as follows in comparison to the three months ended

September 30, 2019:

the Three Months Ended September 30, 2020

Cost of revenue

Operating expenses

Operating loss

Loss before income

Loss before income taxes

$ (1,071,608 )

the Three Months Ended September 30, 2019

Cost of revenue

Operating expenses

Operating loss

Other expense

Loss before income

Cost of revenue

Operating expenses

Operating loss

Other expense

Loss before income

the Three Months Ended September 30, 2020

on the insignificant nature of the operational activities of Clear Skies and Alpine in comparison

to the entity as a whole during the three months ended March 31, 2021, the Company has combined

them into one category, titled Other, for the purposes of this presentation.

the Three Months Ended March 31, 2021

Managed services

1 unchanged sentence

Total revenue

the Three Months Ended September 30, 2019

the Three Months Ended March 31, 2020

Managed services

4 unchanged sentences

Total revenue

increased for Cerberus by $55,747, or 20%, for the three months ended September 30, 2020, as compared to the three months ended

September 30, 2019, as a result of the Company shifting its service offerings more towads managed services during the period.

increased for TalaTek by $937,614, or 100%, for the three months ended September 30, 2020, as compared to the three months ended

September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately $843,000 was a result

of TalaTek’s gap and risk assessment services that was attributable to one major customer.

increased for Techville by $593,658, or 100%, for the three months ended September 30, 2020, as compared to the three months ended

September 30, 2019, as a result of the acquisition, which was consummated on May 25, 2020.

Approximately $269,000 was a result

of Techville’s managed service offering Tech Connect Pro, approximately $64,000 was a result of Techville’s consulting

service offering Tech Connect Cloud and approximately $160,000 was a result of miscellaneous hardware sales associated with Techville’s

consulting service offerings.

increased for Clear Skies by $141,325, or 100%, for the three months ended September 30, 2020, as compared to the three months

ended September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2019.

Approximately $141,000 was

a result of Clear Skies’

gap and risk assessment offerings.

the Three Months Ended September 30, 2020

on the insignificant nature of the operational activities of Clear Skies and Alpine in comparison

to the entity as a whole during the three months ended March 31, 2021, the Company has combined

them into one category, titled Other, for the purposes of this presentation.

increased for Cerberus by $90,044, or 26%, for the three months ended March 31, 2021, as compared to the three months ended March 31,

2020, due to an increase in customers as compared to the three months ended March 31, 2020.

increased for TalaTek by $263,929, or 37%, for the three months ended March 31, 2021, as compared to the three months ended March 31,

2020, as a result of (i) an increase in contract revenue from a significant client of approximately $111,000 and (ii) various contracts

that were active during the three months ended March 31, 2021 that were entered into subsequent to March 31, 2020.

for Techville were $570,290 for the three months ended March 31, 2021.

We did not recognize any revenue attributable to Techville during

the three months ended March 31, 2020, because of the acquisition consummated on May 25, 2020.

Approximately $440,000 was a result of

Techville’s managed service offerings and approximately $130,000 was a result of Techville’s miscellaneous hardware sales

associated with Techville’s consulting service offerings.

for Clear Skies and Alpine were $567,294 for the three months ended March 31, 2021.

We did not recognize any revenue attributable to

Clear Skies or Alpine during the three months ended March 31, 2020, because of the acquisitions consummated on August 1, 2020 and December

16, 2020, repsectively.

Virtually all of these revenues were a result of Clear Skies’

and Alpine’s gap and risk assessment

the Three Months Ended March 31, 2021

Managed services

2 unchanged sentences

Total cost of revenue

the Three Months Ended September 30, 2019

the Three Months Ended March 31, 2020

Managed services

6 unchanged sentences

Total cost of revenue

of revenues increased for Cerberus by $119,005, or 62%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, and was primarily the result of an increase in payroll related costs of $141,245 due to an increase

in employee and contractual labor after the reorganization.

of revenues increased for TalaTek by $696,772, or 100%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately, $539,000

was attributable to TalaTek’s payroll and related services.

of revenues increased for Techville by $211,060 or 100%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, as a result of the acquisition, which was consummated on May 25, 2020.

of revenues increased for Clear Skies by $93,546 or 100%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2020.

the Three Months Ended September 30, 2020

on the insignificant nature of the operational activities of Clear Skies and Alpine in comparison

to the entity as a whole during the three months ended March 31, 2021, the Company has combined

them into one category, titled Other, for the purposes of this presentation.

of revenues increased for Cerberus by $263,040, or 112%, for the three months ended March 31, 2021, as compared to the three months ended

March 31, 2020, and was primarily the result of an increase in employees due to Alpine’s employees being transferred to Cerberus

during the three months ended March 31, 2021.

of revenues increased for TalaTek by $100,228, or 19%, for the three months ended March 31,2021, as compared to the three months ended

March 31, 2020, as a result of an increase in employees resulting in an increase in salaries.

of revenues for Techville were $323,957 for the three months ended March 31, 2021.

We did not recognize any cost of revenues for Techville

for the three months ended March 31, 2020, because the acquisition, was consummated on May 25, 2020.

of revenues for Clear Skies and Alpine were $279,697 for the three months ended March 31, 2021.

We did not recognize any costs of revenues

for Clear Skies or Alpine for the three months ended March 31, 2020, because the acquisitions were consummated on August 1, 2020 and

December 16, 2020, repsectively.

the Three Months Ended March 31, 2021

Professional fees

Salaries and benefits

Advertising and marketing

1 unchanged sentence

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

the Three Months Ended September 30, 2019

the Three Months Ended March 31, 2020

Professional fees

Salaries and benefits

Advertising and marketing

1 unchanged sentence

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

Professional fees

Salaries and benefits

Advertising and marketing

1 unchanged sentence

Stock based compensation

Loss on write-off

of account receivable

Total operating expenses

expenses increased for Cerberus by $258,929 or 39%, for the three months ended September 30, 2020, as compared to the three months

ended September 30, 2019, primarily as a result of (i) an increase of $118,183 in professional fees due to auditing and

accounting consulting fees, and (ii) an increase in stock-based compensation of $68,853 due to an increase in stock option

grants as a result of the Clear Skies acquisition.

expenses increased for TalaTek by $257,894, or 100%, for the three months ended September 30, 2020, as compared to the three months

ended September 30, 2019, as a result of the acquisition, which was consummated on October 1, 2019.

Approximately $164,000 was

attributable to TalaTek’s administrative payroll and benefits.

Approximately $26,000 was attributable an increase in TiGRIS

program spending and approximately $16,000 was attributable to amortization expense related to intangible assets.

expenses increased for Techville by $421,865, or 100%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, as a result of the acquisition, which was consummated on May 25, 2020.

Approximately $339,000

was attributable to Techville’s administrative payroll and benefits.

expenses increased for Clear Skies by $128,252, or 100%, for the three months ended September 30, 2020, as compared to the three

months ended September 30, 2019, as a result of the acquisition, which was consummated on August 1, 2020.

Approximately $65,000

was attributable to Clear Skies’

on the insignificant nature of the operational activities of Clear Skies and Alpine in comparison

to the entity as a whole during the three months ended March 31, 2021, the Company has combined

them into one category, titled Other, for the purposes of this presentation.

expenses increased for Cerberus by $834,181 or 100%, for the three months ended March 31, 2021, as compared to the three months ended

March 31, 2020, primarily as a result of (i) an increase in payroll due to Alpine’s employees being transferred to Cerberus during

the three months ended March 31, 2021, and (ii) an increase in stock-based compensation of $513,333 due to an increase in stock option

grants as a result of the Techville, Clear Skies, and Alpine acquisitions.

expenses increased for TalaTek by $140,746, or 48%, for the three months ended March 31, 2021, as compared to the three months ended

March 31, 2020, as a result of an increase in employees resulting in an increase in salaries.

expenses for Techville were $265,339 for the three months ended March 31, 2021.

We did not recognize any operating expenses for Techville

for the three months ended March 31, 2020, because the acquisition was consummated on May 25, 2020.

Approximately $259,000 was attributable

to Techville’s administrative payroll and benefits.

expenses for Clear Skies and Alpine were $158,875 for the three months ended March 31, 2021.

We did not recognize any operating expenses

for Clear Skies or Alpine for the three months ended March 31, 2020, because the acquisitions were consummated on August 1, 2020 and

December 16, 2020, repsectively.

Approximately $135,000 was attributable to Clear Skies’

administrative payroll and benefits.

Capital Surplus

working capital surplus as of September 30, 2020, in comparison to our working capital surplus as of December 31, 2019, is

summarized as follows:

working capital surplus as of March 31, 2021, in comparison to our working capital surplus as of December 31, 2020, is summarized as

Current assets

Current liabilities

Working capital

increase in current assets is primarily due to increases in cash and cash equivalents, accounts receivable and prepaid expenses

and other current assets of $539,362, $446,397 and $77,083, respectively.

The increase in current liabilities is primarily due

to increases in accounts payable and accrued expenses and loans payable of $505,171 and $853,070, respectively.

Our cash flows for

the nine months ended September 30, 2020, in comparison to our cash flows for the nine months ended September 30,

2019, can be summarized as follows:

Months Ended September 30,

Net cash provided by (used

in) operating activities

Working capital surplus

increase in current assets is primarily due to increases in cash and cash equivalents and accounts receivable of $2,129,579 and $176,484,

respectively.

The increase in current liabilities is primarily due to the increase in the current portion of lease liabilities of $92,839.

cash flows for the three months ended March 31, 2021, in comparison to our cash flows for the three months ended March 31, 2020, can

be summarized as follows:

months ended March 31,

Net cash used in operating activities

$ (1,130,173 )

Net cash provided by (used in) investing

Net cash provided

by financing activities

Increase in cash

cash used in operating activities was $1,157,976 for the nine months ended September 30, 2020 and was primarily due to the net

loss of $2,420,446 and an increase in accounts receivable of approximately $192,000.

This was partially offset by non-cash expenses

of approximately $1,062,000 related to stock-based compensation and an increase in accounts payable and accrued expenses of approximately

Net cash provided by operating activities was $31,571 for the nine months ended September 30, 2019, primarily due to

net loss of $998,861, which was partially offset by non-cash expenses of approximately $524,000 related to stock-based compensation

and an increase in accounts payable and accrued expenses of $483,460.

cash provided by investing activities of $254,180 for the nine months ended September 30, 2020 was due to cash acquired in the

Techville and Clear Skies Acquisitions.

Net cash used in investing activities of $3,386 for the nine months ended September 30,

2019 was due to purchases of computer equipment.

cash provided by financing activities for the nine months ended September 30, 2020 was $1,443,158, which was primarily due to

cash received from the sale of the Company’s common stock of $790,000 and cash received as loans from the U.S.

Small Business

Administration’s Paycheck Protection Program of $709,600.

Net cash provided by financing activities for the nine

months ended September 30, 2019 was $424,757 and was due to cash received from the sale of the Company’s common stock of

$610,300, which was offset by cash distributions to member of $125,270.

Net cash provided by investing activities

Net cash provided by

financing activities

Increase (decrease)

cash used in operating activities was $1,130,173 for the three months ended March 31, 2021 and was primarily due to cash used to fund

a net loss of $1,776,859, adjusted for non-cash expenses in the aggregate of $911,534 and additional cash outlaid by changes in the levels

of operating assets and liabilities, primarily as a result of an increase in accounts receivable.

Net cash used in operating activities

was $443,938 for the three months ended March 31, 2020 and was primarily due to cash used to fund a net loss of $839,144, adjusted for

non-cash expenses in the aggregate of $352,048, partially offset by cash generated by changes in the levels of operating assets and liabilities,

primarily as a result of an increase in accounts payable.

cash provided by financing activities for the three months ended March 31, 2021 was $3,259,752, which was primarily due to cash received

from the sale of the Company’s common stock of $3,250,000.

Net cash provided by financing activities for the three months ended

March 31, 2020 was $140,000 and was due to cash received from the sale of the Company’s common stock of $140,000.

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as

a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

At March 31, 2021,

the Company had an accumulated deficit of approximately $6,644,000 and working capital surplus of approximately $4,721,000.

For the three

months ended March 31, 2021, the Company had a loss from operations of approximately $1,708,000 and negative cash flows from operations

of approximately $1,130,000.

Although the Company is showing positive revenues and gross profit trends, the Company expects to incur

further losses through the end of 2021.

date the Company has been funding operations primarily through the sale of equity in private placements and revenues generated by the

Company’s services.

During the three months ended March 31, 2021, the Company received $3,250,000 from private placements to accredited

investors of the Company’s common stock.

on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development and corresponding

level of expenditure for at least twelve months from the date of the issuance of these unaudited condensed consolidated financial statements,

although no assurance can be given that it will not need additional funds prior to such time.

do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

Accounting Policies and Estimates

significant accounting policies are more fully described in the notes to our financial statements included herein for the quarter

ended September 30, 2020 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K

for the year ended December 31, 2019, as filed with the SEC on March 30, 2020.

significant accounting policies are more fully described in the notes to our financial statements included herein for the quarter ended

March 31, 2021 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended

December 31, 2020, as filed with the SEC on March 31, 2021.

Value Measurement

fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to

sell an asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a

market-based measurement that should be determined based on assumptions that market participants would use in the valuation of

an asset or liability.

It establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value

hierarchy under the fair value measurement guidance are described below:

fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants.

As such, fair value is a market-based measurement

that should be determined based on assumptions that market participants would use in the valuation of an asset or liability.

It establishes

a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest

priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority

to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under the fair value measurement guidance

are described below:

1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially

the full term of the asset or liability;

3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable

(supported by little or no market activity).

Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed

based upon their estimated fair values on the acquisition date.

Any excess of the purchase price over the fair value of the net

assets acquired is recorded as goodwill.

The purchase price allocation process requires management to make significant estimates

and assumptions, especially at the acquisition date with respect to intangible assets.

Direct transaction costs associated with

the business combination are expensed as incurred.

The allocation of the consideration transferred in certain cases may be subject

to revision based on the final determination of fair values during the measurement period, which may be up to one year from the

acquisition date.

The Company includes the results of operations of the business that it has acquired in its consolidated results

prospectively from the date of acquisition.

the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity

interest in the acquiree is re-measured to fair value at the acquisition date;

any gains or losses arising from such re-measurement

are recognized in profit or loss.

represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets

Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or

more frequently if events or changes in circumstances indicate that the asset might be impaired.

Goodwill is tested for impairment

at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair

value of the reporting unit is less than its carrying value.

If the reporting unit does not pass the qualitative assessment, then

the reporting unit’s carrying value is compared to its fair value.

The fair values of the reporting units are estimated

using market and discounted cash flow approaches.

Goodwill is considered impaired if the carrying value of the reporting unit

exceeds its fair value.

The discounted cash flow approach uses expected future operating results.

Failure to achieve these expected

results may cause a future impairment of goodwill at the reporting unit.

2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the

full term of the asset or liability;

3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported

by little or no market activity).

Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based

upon their estimated fair values on the acquisition date.

Any excess of the purchase price over the fair value of the net assets acquired

is recorded as goodwill.

The purchase price allocation process requires management to make significant estimates and assumptions, especially

at the acquisition date with respect to intangible assets.

Direct transaction costs associated with the business combination are expensed

The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination

of fair values during the measurement period, which may be up to one year from the acquisition date.

The Company includes the results

of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition.

the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest

in the acquiree is re-measured to fair value at the acquisition date;

any gains or losses arising from such re-measurement are recognized

in profit or loss.

represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired.

Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently

if events or changes in circumstances indicate that the asset might be impaired.

Goodwill is tested for impairment at the reporting level

by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit

is less than its carrying value.

If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying

value is compared to its fair value.

The fair values of the reporting units are estimated using market and discounted cash flow approaches.

Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value.

The discounted cash flow approach

uses expected future operating results.

Failure to achieve these expected results may cause a future impairment of goodwill at the reporting

of Long-lived Assets

will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such

a review and at least annually.

The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted

cash flow from such asset is separately identifiable and is less than its carrying value.

In that event, a loss is recognized

based on the amount by which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily

using the anticipated cash flows discounted at a rate commensurate with the risk involved.

Losses on long-lived assets to be disposed

of are determined in a similar manner, except that fair values are reduced for the cost to dispose.

will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review

and at least annually.

The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from

such asset is separately identifiable and is less than its carrying value.

In that event, a loss is recognized based on the amount by

which the carrying value exceeds the fair value of the long-lived asset.

Fair value is determined primarily using the anticipated cash

flows discounted at a rate commensurate with the risk involved.

Losses on long-lived assets to be disposed of are determined in a similar

manner, except that fair values are reduced for the cost to dispose.

Company’s agreements with its clients are primarily service contracts that range in duration from a few months to one year.

The Company recognizes revenue when control of these services is transferred to the client for an amount, referred to as the transaction

Company recognizes revenue when control of these services is transferred to the client for an amount, referred to as the transaction

price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services.

1 unchanged sentence

parties to the contract have approved it and are committed to perform their respective obligations;

Company can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”);

Company can identify each party’s rights regarding the distinct services to be transferred

(“performance obligations”);

Company can determine the transaction price for the services to be transferred;

contract has commercial substance and it is probable that the Company will collect the consideration to which it will be entitled

in exchange for the goods or services that will be transferred to the client.

contract has commercial substance and it is probable that the Company will collect the consideration

to which it will be entitled in exchange for the goods or services that will be transferred

to the client.

the majority of its contracts, the Company receives non-refundable upfront payments.

The Company does not adjust the promised

amount of consideration for the effects of a significant financing component since the Company expects, at contract inception,

that the period between the time of transfer of the promised goods or services to the client and the time the client pays for

these goods or services to be generally one year or less.

The Company’s credit terms to clients generally average thirty

days, although in some cases there are payments required in 15 days.

Company does not disclose the value of unsatisfied performance obligations for contracts with original expected duration of one

year or less.

The Company does not adjust the promised amount

of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period

between the time of transfer of the promised goods or services to the client and the time the client pays for these goods or services

to be generally one year or less.

The Company’s credit terms to clients generally average thirty days, although in some cases there

are payments required in 15 days.

Company does not disclose the value of unsatisfied performance obligations for contracts with original expected duration of one year

Disaggregation

consists of the following by service offering for the nine months ended September 30, 2020:

Sector Markets

consists of the following by service offering for the three months ended March 31, 2021:

Primary Sector

Not-for-Profit

Major Service

CISO as a Service

Major Service Lines

Gap and Risk Assessment

Managed Security Services

Tech Connect Pro

Tech Connect Cloud

Tech Connect Security

consists of the following by service offering for the nine months ended September 30, 2019:

Sector Markets

consists of the following by service offering for the three months ended March 31, 2020:

Primary Sector

Not-for-Profit

Major Goods/Service

CISO as a Service

Gap and Risk Assessment

Managed Security Services

Tech Connect Pro

Tech Connect Cloud

Tech Connect Security

part of ASC 606, the Company has adopted several practical expedients including the following:

(i) the Company has determined

that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company

expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when

the customer pays for that service will be one year or less and (ii) the Company recognizes any incremental costs of obtaining

a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized

is one year or less.

Company includes reimbursed expenses in revenues and costs of revenue as the Company is primarily responsible for fulfilling the

promise to provide the specified service, including the integration of the related services into a combined output to the client,

which are inseparable from the integrated service.

These costs include such items as consumables, transportation and travel expenses,

over which the Company has discretion in establishing prices.

of revenue include (i) compensation and benefits for billable employees and consultants directly involved with delivering services

offerings and engagements;

(i) the Company has determined that it

need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects,

at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays

for that service will be one year or less and (ii) the Company recognizes any incremental costs of obtaining a contract as an expense

when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.

Company includes reimbursed expenses in revenues and costs of revenue as the Company is primarily responsible for fulfilling the promise

to provide the specified service, including the integration of the related services into a combined output to the client, which are inseparable

from the integrated service.

These costs include such items as consumables, transportation and travel expenses, over which the Company

has discretion in establishing prices.

of revenue include (i) compensation and benefits for billable employees and consultants directly involved with delivering services offerings

and engagements;

(ii) consumables used for the services;

and (iii) other expenses directly related to service contracts

such as professional services, meals and travel expenses.

and (iii) other expenses directly related to service contracts such as professional

services, meals and travel expenses.

in Stock-Based Compensation

volatility is based on historical volatilities of companies in comparable stages as well as the historical volatility of companies

in the industry and, by statistical analysis of the daily share-pricing model.

The volatility of stock-based compensation at any

point in time is based on historical volatility of similar companies in the industry for the last two to five years.

volatility is based on historical volatilities of companies in comparable stages as well as the historical volatility of companies in

the industry and, by statistical analysis of the daily share-pricing model.

The volatility of stock-based compensation at any point in

time is based on historical volatility of similar companies in the industry for the last two to five years.

and Recently Adopted Accounting Pronouncements

new and recently adopted accounting pronouncements are more fully described in Note 2 to our unaudited condensed consolidated

financial statements herein for the quarter ended September 30, 2020.

new and recently adopted accounting pronouncements are more fully described in Note 2 to our unaudited condensed consolidated financial

statements herein for the quarter ended March 31, 2021.

Sheet Arrangements

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

resources that is material to stockholders.

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,

changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that

is material to stockholders.

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements