CISO Global, Inc. 10-Q

Item 1. Financial Statements CERBERUS CYBER SENTINEL CORPORATION and subsidiaries CONDENSED Consolidated Balance Sheets March 31, December 31, 2021 2020 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 7,326,609 $ 5,197,030 Accounts receivable, net of allowances for doubtful accounts of $40,000 1,183,318 1,006,834 Prepaid expenses and other current assets 155,570 142,144 Total Current Assets 8,665,497 6,346,008 Property and equipment, net of accumulated depreciation of $18,897 and $14,473, respectively 76,206 80,630 Right of use asset 175,927 13,426 Intangible assets, net of accumulated amortization of $151,462 and $116,468, respectively 2,070,438 2,105,432 Goodwill 4,101,369 4,101,369 Total Assets $ 15,089,437 $ 12,646,865 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable and accrued expenses $ 747,638 $ 809,804 Stock payable 48,000 46,000 Lease liability 101,828 8,989 Loans payable 9,451 9,405 Line of credit 33,358 3,000 Convertible note payable, net of debt discount, related party 2,944,706 2,926,609 Note payable - related party 59,787 59,787 Total Current Liabilities 3,944,768 3,863,594 Long-term Liabilities: Loans payable, net of current portion 1,016,463 1,037,115 Lease liability, net of current portion 74,840 4,693 Total Liabilities 5,036,071 4,905,402 Commitments and Contingencies Stockholders’ Equity: Common stock, $.00001 par value; 250,000,000 shares authorized; 117,729,971 and 116,104,971 shares issued and outstanding, respectively 1,177 1,161 Additional paid-in capital 16,695,820 12,607,074 Accumulated deficit (6,643,631 ) (4,866,772 ) Total Stockholders’ Equity 10,053,366 7,741,463 Total Liabilities and Stockholders’ Equity $ 15,089,437 $ 12,646,865 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 3 CERBERUS CYBER SENTINEL CORPORATION CONDENSED Consolidated STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, 2021 March 31, 2020 Revenue: Managed services $ 440,417 $ 137,913 Consulting services 2,119,361 930,308 Total revenue 2,559,778 1,068,221 Cost of revenue: Managed services 193,667 18,970 Consulting services 117,794 115,847 Cost of payroll 1,427,702 640,424 Total cost of revenue 1,739,163 775,241 Total gross profit 820,615 292,980 Operating expenses: Professional fees 157,354 196,354 Advertising and marketing 45,227 27,862 Selling, general and administrative 1,487,641 580,198 Stock based compensation 838,762 325,429 Total operating expenses 2,528,984 1,129,843 Loss from operations (1,708,369 ) (836,863 ) Other expense: Other income 205 - Interest expense, net (68,695 ) (2,281 ) Total other expense (68,490 ) (2,281 ) Loss before provision for income taxes (1,776,859 ) (839,144 ) Provision for income taxes - - Net loss $ (1,776,859 ) $ (839,144 ) Net loss per common share - basic $ (0.02 ) $ (0.01 ) Net loss per common share - diluted $ (0.02 ) $ (0.01 ) Weighted average shares outstanding - basic 116,418,173 108,082,222 Weighted average shares outstanding - diluted 116,418,173 108,082,222 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 4 CERBERUS CYBER SENTINEL CORPORATION CONDENSED Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Additional Common Stock Paid-in Retained Treasury Shares Amount Capital Earnings Stock Total Balance at January 1, 2021 116,104,971 $ 1,161 $ 12,607,074 $ (4,866,772 ) $ - $ 7,741,463 Stock based compensation - stock options - - 838,762 - - 838,762 Stock issued for cash 1,625,000 16 3,249,984 - - 3,250,000 Net loss - - - (1,776,859 ) - (1,776,859 ) Balance as of March 31, 2021 117,729,971 $ 1,177 $ 16,695,820 $ (6,643,631 ) $ - $ 10,053,366 Balance at January 1, 2020 107,912,500 $ 1,139 $ 7,770,902 $ (1,453,510 ) $ (2,400,000 ) $ 3,918,531 Stock based compensation - stock options - - 325,429 - - 325,429 Stock issued for cash 350,000 4 139,996 - - 140,000 Return of treasury stock to authorized capital - (60 ) (2,399,940 ) - 2,400,000 - Net loss - - - (839,144 ) - (839,144 ) Balance as of March 31, 2020 108,262,500 $ 1,083 $ 5,836,387 $ (2,292,654 ) $ - $ 3,544,816 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 5 CERBERUS CYBER SENTINEL CORPORATION CONDENSED Consolidated STATEMENTS OF CASH FLOWS (Unaudited) March 31, 2021 March 31, 2020 Cash flows from operating activities: Net loss $ (1,776,859 ) $ (839,144 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation - stock options 838,762 325,429 Issuance of common stock for services 2,000 10,000 Depreciation and amortization 57,515 16,619 Right of use amortization 13,257 - Changes in operating assets and liabilities: Accounts receivable, net (176,484 ) (52,762 ) Other current assets (13,426 ) (46,200 ) Accounts payable and accrued expenses (62,166 ) 142,120 Lease liability (12,772 ) - Net cash used in operating activities (1,130,173 ) (443,938 ) Cash flows from financing activities: Proceeds from sale of common stock 3,250,000 140,000 Proceeds from line of credit 221,346 - Payment on line of credit (190,988 ) - Payment on loans payable (20,606 ) - Net cash provided by financing activities 3,259,752 140,000 Net increase (decrease) in cash 2,129,579 (303,938 ) Cash and cash equivalents - beginning of the period 5,197,030 1,876,645 Cash and cash equivalents - end of the period $ 7,326,609 $ 1,572,707 Supplemental cash flow information: Cash paid for: Interest $ 34,163 $ - Income taxes $ - $ 5,882 Non-cash investing and financing activities: Right of use asset and lease liability recorded upon adoption of ASC 842 $ 175,758 $ - The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 6 CERBERUS CYBER SENTINEL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Corporate History Cerberus Cyber Sentinel Corporation (“Cerberus Sentinel,” “Cerberus,” or the “Company”) was formed on March 5, 2019 as a Delaware corporation. The Company’s principal offices are located at 6900 E. Camelback Road, Suite 240, Scottsdale, AZ 85258. Effective 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. Effective 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. Effective 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. Nature of the Business Cerberus 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. We 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. 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. Liquidity The 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. 7 To 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. Based 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. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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. Operating 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. Certain 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, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021. Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GenResults, TalaTek, Techville, Clear Skies, and Alpine. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain 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 reported. Use of Estimates Preparing 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. The 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. 8 Revenue The Company’s revenues are derived from two major types of services to clients: Managed Services and Consulting Services. With 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. Practical Expedients As 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. Disaggregated Revenues Revenue consists of the following by service offering for the three months ended March 31, 2021: Managed Services Consulting Services Total Primary Sector Markets Public $ - $ 980,280 $ 980,280 Private 407,493 1,120,486 1,527,979 Not-for-Profit 32,924 18,595 51,519 $ 440,417 $ 2,119,361 $ 2,559,778 Major Service Lines Gap and Risk Assessment $ - $ 1,989,888 $ 1,989,888 Tech Connect 440,417 - 440,417 Hardware - 127,553 127,553 Other - 1,920 1,920 $ 440,417 $ 2,119,361 $ 2,559,778 Revenue consists of the following by service offering for the three months ended March 31, 2020: Managed Services Consulting Services Total Primary Sector Markets Public $ - $ 705,125 $ 705,125 Private 137,913 225,183 363,096 Not-for-Profit - - - $ 137,913 $ 930,308 $ 1,068,221 Major Service Lines Gap and Risk Assessment $ - $ 930,308 $ 930,308 Managed Security Services 137,913 - 137,913 $ 137,913 $ 930,308 $ 1,068,221 9 Contract Modifications There 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. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. 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. 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 March 31, 2021, and December 31, 2020, the Company’s allowance for doubtful accounts was $40,000. Property and Equipment Property 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. Maintenance 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 is removed from the accounts and the resulting gain or loss, if any, is reflected in results of operations. Impairment of Long-Lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances 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. During the three months ended March 31, 2021, the Company did not record a loss on impairment. Intangible Assets The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other . Finite 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. Goodwill Goodwill 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 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 Note 5). 10 Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. 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. Fair Value Measurements As 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. Level 1: Quoted 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. Level 2: Pricing 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. Level 3: Pricing 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. Net Loss per Common Share Net 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 months ended March 31, 2021 and 2020. 11 The 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: March 31, 2021 March 31, 2020 Stock Options 25,404,533 19,615,000 Convertible Debt 1,500,000 - Total 26,904,533 19,615,000 Stock-based Compensation The 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. For 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. 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. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements 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. Leases Leases 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 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. In 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. See Note 12 – Leases for further discussion, including the impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. The 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. 12 For 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. Recently Issued Accounting Standards All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. NOTE 3 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of: March 31, 2021 December 31, 2020 Prepaid expenses $ 145,570 $ 142,144 Other current assets 10,000 - Total prepaid expenses and other current assets $ 155,570 $ 142,144 NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consists of the following: March 31, 2021 December 31, 2020 Computer equipment $ 15,735 $ 15,735 Vehicle 63,052 63,052 Furniture and fixtures 6,224 6,224 Software 10,092 10,092 95,103 95,103 Less: accumulated depreciation (18,897 ) (14,473 ) Property and equipment, net $ 76,206 $ 80,630 Total depreciation expense was $4,424 and $971 for the three months ended March 31, 2021 and 2020, respectively. NOTE 5 – INTANGIBLE ASSETS AND GOODWILL The following table summarizes the changes in goodwill during the three months ended March 31, 2021: Balance December 31, 2020 (1) $ 4,101,369 Acquisition of goodwill - Impairment - Ending balance, March 31, 2021 (1) $ 4,101,369 (1) As of March 31, 2021, the Company has not attained a third-party valuation for the December 16, 2020 acquisition of Alpine. As such, the 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. 13 The following table summarizes the identifiable intangible assets as of March 31, 2021 and December 31, 2020: Useful life 2021 2020 Tradenames – trademarks (1) Indefinite $ 1,094,500 $ 1,094,500 Customer base (1) 15 years 370,000 370,000 Non-compete agreements (1) 5 years 236,400 236,400 Intellectual property/technology (1) 10 years 521,000 521,000 2,221,900 2,221,900 Less accumulated amortization (151,462 ) (116,468 ) Total $ 2,070,438 $ 2,105,432 (1) These intangible assets were acquired in the acquisitions of TalaTek, Techville and Clear Skies. The weighted average useful life of identifiable amortizable intangible assets remaining is 8.31 years. Amortization of identifiable intangible assets for the three months ended March 31, 2021 and 2020, was $34,994 and $15,648, respectively. The 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 $ 104,983 2022 127,027 2023 113,427 2024 104,262 2025 76,767 Thereafter 449,472 $ 975,938 NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following amounts: March 31, 2021 December 31, 2020 Accounts payable $ 211,120 $ 328,368 Accrued payroll 95,682 39,670 Accrued expenses 418,419 417,832 Accrued interest – related party 22,417 23,934 Total accounts payable and accrued expenses $ 747,638 $ 809,804 Note 7 - Related Party Transactions Note Payable – Related Party On 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. See Note 11. 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. 14 Convertible Note Payable – Related Party On 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. Agreement with Eventus Consulting, P.C. On 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’ notice by either Eventus or the Company. 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. Note 8 - Stockholders’ Equity Equity Transactions During the Period During 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. Stock Payable On January 16, 2020, the Company entered into a consulting agreement, with Eskenzi PR Limited (“Eskenzi”). 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. Upon execution of the agreement the Company was to issue 120,000 shares of the Company’s restricted common stock, valued at $48,000 to Eskenzi. 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. See Note 9 for disclosure of additional equity related transactions. Note 9 – StocK-BASED COMPENSATION The Company accounts for its stock-based compensation in accordance with the fair value recognition provisions of ASC 718. 2019 Equity Incentive Plan The 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. 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. 15 Options The Company granted options for the purchase of 900,000 shares of common stock during the three months ended March 31, 2021. The Company granted options for the purchase of 2,570,000 shares of common stock during the three months ended March 31, 2020. The 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. The 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 stock option activity for qualified and unqualified stock options is summarized as follows: Weighted Average Shares Exercise Price Outstanding at January 1, 2021 24,573,700 $ 0.86 Granted 900,000 2.00 Exercised - - Expired or cancelled (69,167 ) 2.00 Outstanding at March 31, 2021 25,404,533 $ 0.89 The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at March 31, 2021: Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise Prices Options In Years Price Exercisable $ 0.38 3,000,000 3.37 $ 0.38 2,166,667 0.40 3,600,000 3.31 0.40 2,375,000 0.50 11,626,000 3.94 0.50 5,001,667 2.00 5,838,533 4.58 1.98 - 2.05 1,340,000 4.67 2.05 - 25,404,533 3.97 $ 0.89 9,543,334 The compensation expense attributed to the issuance of the options is recognized ratably over the vesting period. Options 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. Total 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. 16 The 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. On 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 assumptions: stock price - $2.05; strike price - $2.00; expected volatility – 74%; risk free interest rate – 0.42%; dividend rate – 0%; and expected term – 3.53 years. On 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 option pricing model under the following assumptions: stock price - $2.05; strike price - $2.00; expected volatility – 74%; risk free interest rate – 0.42%; dividend rate – 0%; and expected term – 3.25 years. On 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 assumptions: stock price - $2.05; strike price - $2.00; expected volatility – 74%; risk free interest rate – 0.48%; dividend rate – 0%; and expected term – 3.53 years. NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal Claims There 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. NOTE 11 – LOANS PAYABLE AND LINES OF CREDIT Lines of Credit TalaTek, Inc. On July 29, 2019, TalaTek entered into a secured line of credit with SunTrust Bank (“SunTrust”) for $500,000. 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, Inc. On 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, 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 assets. There are no financial covenants requiring the Company to maintain specific financial ratios. 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. 17 Loans Payable Technologyville, Inc. On April 29, 2019, Techville entered into a note payable with VCI Account Services, that subsequently was assigned to U.S. 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. During 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 March 31, 2021, $45,114 was outstanding. On 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. 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 outstanding. Cerberus Cyber Sentinel Corporation On 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. On 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, 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 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. 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 March 31, 2021, $530,000 was outstanding. Clear Skies Security LLC On 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 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. Alpine Security, LLC On 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 in full. At March 31, 2021, $137,000 was outstanding. 18 Convertible Note Payable On December 23, 2020, the Company issued to a related party lender a convertible note payable in the principal amount of $3,000,000. The 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. Future minimum payments under the above notes payable following the three months ended March 31, 2021, are as follows: 2021 $ 3,069,238 2022 1,016,463 Total future minimum payments 4,085,701 Less: discount (55,294 ) 4,030,407 Less: current (3,013,944 ) $ 1,016,463 NOTE 12 – LEASES A 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. All 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. On 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. ROU 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. When 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%. As of March 31, 2021, the Company’s leases had a remaining weighted average term of 1.64 years. 19 The following table presents net lease cost and other supplemental lease information: Three Months Ended March 31, 2021 Lease cost Operating lease cost (cost resulting from lease payments) $ 14,194 Short term lease cost 4,336 Net lease cost $ 18,530 Operating lease – operating cash flows (fixed payments) $ 14,194 Operating lease – operating cash flows (liability reduction) $ 12,772 Non-current leases – right of use assets $ 175,927 Current liabilities – operating lease liabilities $ 101,828 Non-current liabilities – operating lease liabilities $ 74,840 Future 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: Fiscal Year Operating Leases 2021 (excluding the three months ended March 31, 2021) $ 81,930 2022 104,371 Total future minimum lease payments 186,301 Amount representing interest (9,633 ) Present value of net future minimum lease payments $ 176,668 NOTE 13 – CONCENTRATION OF CREDIT RISK Cash Deposits Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. 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. Revenues One client accounted for 32% of revenue for the three months ended March 31, 2021. Two clients accounted for 92% of revenue for the three months ended March 31, 2020, as set forth below: Client A 65 % Client B 27 % Accounts Receivable One client accounted for 20% of the accounts receivable as of March 31, 2021. Two clients accounted for 83% of the accounts receivable as of March 31, 2020, as set forth below: Client A 45 % Client B 38 % 20 Accounts Payable Three vendors accounted for 39% of the accounts payable as of March 31, 2021, as set forth below: Vendor A 15 % Vendor B 12 % Vendor C 12 % One vendor accounted for 25% of the accounts payable as of March 31, 2020. NOTE 14 – SUBSEQUENT EVENTS Management 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. 21 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Note Regarding Forward-Looking Statements This 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 statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” 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 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, 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. These risks and factors include, by way of example and without limitation: ● our ability to achieve and sustain profitability of the existing lines of business through expansion; ● our ability to raise sufficient capital to acquire world-class engineer-owned cybersecurity companies; ● our ability to attract and retain world-class cybersecurity talent; ● our ability to identify potential acquisition targets within predetermined parameters; ● our ability to successfully execute acquisitions, integrate the acquired businesses and create synergies as a nationwide cybersecurity consolidator; ● our ability to attract and retain key technology or management personnel and to expand our management team; ● the accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing; ● business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the recent outbreak of COVID-19); ● our ability to attract and retain clients; and ● our ability to navigate through the increasingly complex cybersecurity regulatory environment. Although 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. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. 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. As used in this Quarterly Report on Form 10-Q and unless otherwise indicated, the terms “Company,” “we,” “us,” 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”), 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. 22 Corporate History Cerberus 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. Effective 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. Effective 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. On 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. Our Business We 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. We 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. 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 cybersecurity and information technology (“IT”) spending. Cybersecurity Market As 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. In 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. Service Offering We currently offer two major types of services to clients: Managed Services and Consulting Services. 23 Managed Services Our Managed Services focus on a holistic approach to cybersecurity based on an upfront gap analysis of our clients’ existing cybersecurity practices. 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 needs for the client and providing our knowledge and expertise to help them achieve their security needs; ● Culture 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; ● Tools 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; ● Data and privacy offering: This ensures that a client’s data security and privacy are properly managed to alleviate risks of data loss and breach; ● Regulations 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; and ● SOC services: 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 Our 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. We specialize in: ● Cybersecurity consulting: 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 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. ● Compliance auditing: We provide auditing services under several compliance frameworks as follows: ○ Service 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; ○ Payment Card Industry Data Security Standard– This is a standard administered by the Payment Card Industry Security Standards Council; ○ Health 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 information; ○ HITRUST CSF – 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; and ○ The 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. 24 ● Gap 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. ● Penetration testing: 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. Significant Developments During the Quarter Appointment of Director On February 1, 2021, our Board of Directors appointed Sandra Morgan as a director. Ms. 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. Ms. Morgan also currently serves on the Board of Directors at Fidelity National Financial and holds a Juris Doctor, Law from UNLV. Ms. Morgan is qualified for service as a director of the Company due to her experience with regulatory and compliance issues. Results of Operations Comparison of the Three Months Ended March 31, 2021 to the Three Months Ended March 31, 2020 Our financial results for the three months ended March 31, 2021 are summarized as follows in comparison to the three months ended March 31, 2020: For the Three Months Ended March 31, 2021 Cerberus TalaTek Techville Other (1) Total Revenue $ 437,760 $ 984,434 $ 570,290 $ 567,294 $ 2,559,778 Cost of revenue 497,847 640,662 323,957 276,697 1,739,163 Gross profit (60,087 ) 343,772 246,333 290,597 820,615 Operating expenses 1,669,064 435,706 265,339 158,875 2,528,984 Operating income (loss) (1,729,151 ) (91,934 ) (19,006 ) 131,722 (1,708,369 ) Other income (expense) (66,750 ) 6 (409 ) (1,337 ) (68,490 ) Loss before income taxes $ (1,795,901 ) $ (91,928 ) $ (19,415 ) 130,385 $ (1,776,859 ) For the Three Months Ended March 31, 2020 Cerberus TalaTek Techville Other (1) Total Revenue $ 347,716 $ 720,505 $ - $ - $ 1,068,221 Cost of revenue 234,807 540,434 - - 775,241 Gross profit 112,909 180,071 - - 292,980 Operating expenses 834,883 294,960 - - 1,129,843 Operating loss (721,974 ) (114,889 ) - - (836,863 ) Other income (expense) (2,319 ) 38 - - (2,281 ) Loss before income taxes $ (724,293 ) $ (114,851 ) $ - $ - $ (839,144 ) 25 Variance Cerberus TalaTek Techville Other (1) Total Revenue $ 90,044 $ 263,929 $ 570,290 $ 567,294 $ 1,491,557 Cost of revenue 263,040 100,228 323,957 276,697 963,922 Gross profit (172,996 ) 163,701 246,333 290,597 527,635 Operating expenses 834,181 140,746 265,339 158,875 1,399,141 Operating loss (1,007,177 ) 22,955 (19,006 ) 131,722 (871,506 ) Other expense (64,431 ) (32 ) (409 ) (1,337 ) (66,209 ) Loss before income taxes $ (1,071,608 ) $ 22,923 $ (19,415 ) $ 130,385 $ (937,715 ) (1) Based 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. Revenues For the Three Months Ended March 31, 2021 Cerberus TalaTek Techville Other (1) Total Managed services $ - $ 99 $ 440,318 $ - $ 440,417 Consulting services 437,760 984,335 129,972 567,294 2,119,361 Total revenue $ 437,760 $ 984,434 $ 570,290 $ 567,294 $ 2,559,778 For the Three Months Ended March 31, 2020 Cerberus TalaTek Techville Other (1) Total Managed services $ 137,812 $ 101 $ - $ - $ 137,913 Consulting services 209,904 720,404 - - 930,308 Total revenue $ 347,716 $ 720,505 $ - $ - $ 1,068,221 Variance Cerberus TalaTek Techville Other (1) Total Managed services $ (137,812 ) $ (2 ) $ 440,318 $ - $ 302,504 Consulting services 227,856 263,931 129,972 567,294 1,189,053 Total revenue $ 90,044 $ 263,929 $ 570,290 $ 567,294 $ 1,491,557 (1) Based 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. 26 Revenues 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. Revenues 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. Revenues 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. Revenues 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 offerings. Expenses Cost of Revenues For the Three Months Ended March 31, 2021 Cerberus TalaTek Techville Other (1) Total Managed services $ - $ - $ 193,667 $ - $ 193,667 Consulting services 59,470 34,992 - 23,332 117,794 Cost of payroll 438,377 605,670 130,290 253,365 1,427,702 Total cost of revenue $ 497,847 $ 640,662 $ 323,957 $ 276,697 $ 1,739,163 For the Three Months Ended March 31, 2020 Cerberus TalaTek Techville Other (1) Total Managed services $ 18,970 $ - $ - $ - $ 18,970 Consulting services 26,486 89,361 - - 115,847 Cost of payroll 189,351 451,073 - - 640,424 Total cost of revenue $ 234,807 $ 540,434 $ - $ - $ 775,241 Variance Cerberus TalaTek Techville Other (1) Total Managed services $ (18,970 ) $ - $ 193,667 $ - $ 174,697 Consulting services 32,984 (54,369 ) - 23,332 1,947 Cost of payroll 249,026 154,597 130,290 253,365 787,278 Total cost of revenue $ 263,040 $ 100,228 $ 323,957 $ 279,697 $ 963,922 (1) Based 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. 27 Cost 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. Cost 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. Cost 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. Cost 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. Operating Expenses For the Three Months Ended March 31, 2021 Cerberus TalaTek Techville Other (1) Total Professional fees $ 135,364 $ 361 $ 4,655 $ 16,974 $ 157,354 Advertising and marketing 8,430 28,881 1,351 6,565 45,227 Selling, general and administrative 686,508 406,464 259,333 135,336 1,487,641 Stock based compensation 838,762 - - - 838,762 Total operating expenses $ 1,669,064 $ 435,706 $ 265,339 $ 158,875 $ 2,528,984 For the Three Months Ended March 31, 2020 Cerberus TalaTek Techville Other (1) Total Professional fees $ 195,251 $ 1,103 $ - $ - $ 196,354 Advertising and marketing 5,438 22,424 - - 27,862 Selling, general and administrative 308,765 271,433 - - 580,198 Stock based compensation 325,429 - - - 325,429 Total operating expenses $ 834,883 $ 294,960 $ - $ - $ 1,129,843 Variance Cerberus TalaTek Techville Other (1) Total Professional fees $ (59,887 ) $ (742 ) $ 4,655 $ 16,974 $ (39,000 ) Advertising and marketing 2,992 6,457 1,351 6,565 17,365 Selling, general and administrative 377,743 135,031 259,333 135,336 907,443 Stock based compensation 513,333 - - - 513,333 Total operating expenses $ 834,181 $ 140,746 $ 265,339 $ 158,875 $ 1,399,141 (1) Based 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. 28 Operating 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. Operating 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. Operating 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. Operating 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. Working Capital Surplus Our working capital surplus as of March 31, 2021, in comparison to our working capital surplus as of December 31, 2020, is summarized as follows: As of March 31, December 31, 2021 2020 Current assets $ 8,665,497 $ 6,346,008 Current liabilities 3,944,768 3,863,594 Working capital surplus $ 4,720,729 $ 2,482,414 The 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 Our 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: Three months ended March 31, 2021 2020 Net cash used in operating activities $ (1,130,173 ) $ (443,938 ) Net cash provided by investing activities - - Net cash provided by financing activities 3,259,752 140,000 Increase (decrease) in cash $ 2,129,579 $ (303,938 ) Operating Activities Net 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. 29 Financing Activities Net 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. Liquidity The 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. To 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. Based 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. Effects of Inflation We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented. Significant Accounting Policies and Estimates Our 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. Fair Value Measurement The 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: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 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; or 30 Level 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). Business Combination The 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. If 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. Goodwill Goodwill 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 unit. Impairment of Long-lived Assets We 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. Revenue Recognition The 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 price, which reflects the consideration to which the Company is expected to be entitled in exchange for those goods or services. A contract with a client exists only when: ● the parties to the contract have approved it and are committed to perform their respective obligations; ● the Company can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”); ● the Company can determine the transaction price for the services to be transferred; and 31 ● the 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. For 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. The Company does not disclose the value of unsatisfied performance obligations for contracts with original expected duration of one year or less. Disaggregation of Revenue Revenue consists of the following by service offering for the three months ended March 31, 2021: Managed Services Consulting Services Total Primary Sector Markets Public $ - $ 980,280 $ 980,280 Private 407,493 1,120,486 1,527,979 Not-for-Profit 32,294 18,595 51,519 $ 440,417 $ 2,119,361 $ 2,559,778 Major Service Lines Gap and Risk Assessment $ - $ 1,989,888 $ 1,989,888 Tech Connect 440,417 - 440,417 Hardware - 127,553 127,553 Other - 1,920 1,920 $ 440,417 $ 2,119,361 $ 2,559,778 Revenue consists of the following by service offering for the three months ended March 31, 2020: Managed Services Consulting Services Total Primary Sector Markets Public $ - $ 705,125 $ 705,125 Private 137,913 225,183 363,096 Not-for-Profit - - - $ 137,913 $ 930,308 $ 1,068,221 Major Goods/Service Lines Gap and Risk Assessment - 930,308 930,308 Managed Security Services 137,913 - 137,913 $ 137,913 $ 930,308 $ 1,068,221 Practical Expedients As 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. 32 Reimbursed Expenses The 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. Costs of Revenue Costs 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. Volatility in Stock-Based Compensation The 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. New and Recently Adopted Accounting Pronouncements Any 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. Off-Balance Sheet Arrangements We 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.