What changed in this filing

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Item 1. Financial Statements

2021-08-13 compared with 2021-05-17 · 481 added, 826 removed, 372 unchanged (78% of the section changed)

3 unchanged sentences

Current Assets:

Cash and cash

Accounts receivable, net

of allowances for doubtful accounts of $40,000

expenses and other current assets

Cash and cash equivalents

Accounts receivable, net of allowances for doubtful accounts of $ 55,264 and $ 40,000 , respectively

Prepaid expenses and other current assets

Total Current Assets

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 $151,462 and $116,468, respectively

LIABILITIES AND STOCKHOLDERS’

Property and equipment, net of accumulated depreciation of $ 23,321 and $ 14,473 , respectively

Right of use asset, net

Intangible assets, net of accumulated amortization of $ 186,456 and $ 116,468 , respectively

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable and accrued

Accounts payable and accrued expenses

Stock payable

2 unchanged sentences

Line of credit

Convertible note payable,

net of debt discount, related party

payable - related party

Convertible note payable, net of debt discount, related party

Note payable - related party

Total Current Liabilities

Long-term Liabilities:

Loans payable, net of current

Lease liability, net of

current portion

Loans payable, net of current portion

Lease liability, net of current portion

Total Liabilities

Commitments and Contingencies

Stockholders’

Common stock, $.00001 par

Stockholders’ Equity:

Common stock, $ .00001 par value;

250,000,000 shares authorized;

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

117,729,971 and 116,104,971 shares issued and outstanding on June 30, 2021 and December 31, 2020, respectively

Additional paid-in capital

Stockholders’

Liabilities and Stockholders’

Accumulated deficit

( 8,760,493 )

( 4,866,772 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

CYBER SENTINEL CORPORATION

CYBER SENTINEL CORPORATION and subsidiaries

Consolidated STATEMENTS OF OPERATIONS

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

For the Three Months Ended

For the Six Months Ended

June 30, 2021

June 30, 2020

June 30, 2021

June 30, 2020

Managed services

Consulting services

Total revenue

Cost of revenue:

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Cost of payroll

cost of revenue

Total cost of revenue

Total gross profit

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Selling, general and administrative

based compensation

Stock based compensation

Loss on write-off of account receivable

Total operating expenses

Loss from operations

Other expense:

( 2,053,400 )

( 3,761,769 )

( 1,388,529 )

Other income (expense):

Interest expense, net

Total other expense

Total other income (expense)

Loss before provision for income taxes

Provision for income

( 2,116,862 )

Net loss per common

share - basic

Net loss per common

share - diluted

Weighted average shares outstanding -

( 3,893,721 )

( 1,385,247 )

Provision for income taxes

$ ( 2,116,862 )

$ ( 546,103 )

$ ( 3,893,721 )

$ ( 1,385,247 )

Net loss per common share - basic

Net loss per common share - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

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

CYBER SENTINEL CORPORATION

Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’

CYBER SENTINEL CORPORATION and subsidiaries

Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

Balance at January 1, 2021

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Stock issued for cash

Return of treasury stock to authorized capital

Return of treasury stock to authorized capital, shares

Stock issued for Technologyville acquisition

Stock issued for Technologyville acquisition, shares

( 1,776,859 )

Balance as of March 31, 2021

( 6,643,631 )

Balance as of March 31, 2021

( 6,643,631 )

Stock based compensation - stock options

( 2,116,862 )

Balance as of June 30, 2021

$ ( 8,760,493 )

Balance at January 1, 2020

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Return of treasury stock to authorized capital

( 2,399,940 )

Balance as of March 31, 2020

( 2,292,654 )

Balance as of March 31, 2020

( 2,292,654 )

Stock based compensation - stock options

Stock issued for Technologyville acquisition

Balance as of June 30, 2020

$ ( 2,838,757 )

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

CYBER SENTINEL CORPORATION

CYBER SENTINEL CORPORATION and subsidiaries

Consolidated STATEMENTS OF CASH FLOWS

June 30, 2021

June 30, 2020

Cash flows from operating activities:

$ ( 3,893,721 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Stock based compensation

- stock options

Issuance of common stock

$ ( 1,385,247 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock based compensation - stock options

Loss on write-off of accounts receivable

Issuance of common stock for services

Depreciation and amortization

Right of use amortization

Amortization of debt discount

Changes in operating assets and liabilities:

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Other current assets

Accounts payable and accrued

Accounts payable and accrued expenses

Lease liability

Net cash used in operating

Deferred revenue

Net cash used in operating activities

( 2,646,739 )

Cash flows from investing activities:

Cash acquired in acquisitions

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from sale of common

Proceeds from sale of common stock

Proceeds from PPP loans

Proceeds from line of credit

1 unchanged sentence

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

Payment on notes payable, related party

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of the period

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

Right of use asset and lease liability recorded

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

CYBER SENTINEL CORPORATION

CYBER SENTINEL CORPORATION and subsidiaries

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – NATURE OF THE ORGANIZATION AND BUSINESS

Cyber Sentinel Corporation (“Cerberus Sentinel,”

“Cerberus,”

or the “Company”) was formed on March

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,

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”).

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”).

(“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”).

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

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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.

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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.

At June 30, 2021,

the Company had an accumulated deficit of approximately $ 8,760 ,000

and working capital surplus of approximately

$ 3,532,000 .

For the six months ended June 30, 2021, the Company had a loss from

operations of approximately $ 3,762 ,000

and negative cash flows from operations of approximately $ 2,647 ,000 .

Although the Company is showing positive revenues and gross profit trends, the Company expects to incur further losses through the end

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.

Company’s services.

During the six months ended June 30, 2021, the Company received $ 3,250,000 from private placements 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

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of Presentation

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.

accompanying unaudited condensed consolidated financial information as of June 30, 2021 and for the three and six months ended June 30,

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.

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 and six months ended June 30, 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

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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.

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

LLC (“GenResults”), TalaTek, Inc.

(“TalaTek”), Techville, Clear Skies, and Alpine.

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

All significant

intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

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

reclassifications have been made to the financial statements for the three and six months ended June 30, 2020 to conform to the financial

statements presentation for the three and six months ended June 30, 2021.

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

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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.

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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

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Disaggregated

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

Primary Sector

consists of the following by service offering for the six months ended June 30, 2021:

OF DISAGGREGATION OF REVENUES

Primary Sector Markets

Not-for-Profit

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Gap and Risk Assessment

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

Primary Sector

Managed Security Services

consists of the following by service offering for the six months ended June 30, 2020:

Primary Sector Markets

Not-for-Profit

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Modifications

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.

were no contract modifications during the six months ended June 30, 2021.

Contract modifications are not routine in the performance of

the Company’s contracts.

and Cash Equivalents

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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.

2 unchanged sentences

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.

As of June 30, 2021, and December 31, 2020, the

Company’s allowance for doubtful accounts was $ 55,264 and $ 40,000 , respectively.

and Equipment

4 unchanged sentences

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.

capitalizes all equipment costs over $ 5,000

and depreciates these costs on a straight-line basis over three years.

and repairs are charged to expense as incurred.

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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 .

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.

During the three and six months ended

June 30, 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 .

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.

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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.

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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.

Advertising and marketing expenses were $ 172,468

for the three months ended June 30, 2021 and

2020, respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of operations.

and marketing expenses were $ 217,695

for the six months ended June 30, 2021 and 2020,

respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of operations.

Value Measurements

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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

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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

options have been excluded from the Company’s computation of net loss per common share for the three and six months ended June

30, 2021 and 2020.

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:

SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE CALCULATION

June 30, 2021

June 30, 2020

Stock Options

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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):

Company’s limited history and lack of public trading volume 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):

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

The Company uses valuation methods and assumptions to value 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 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

All of the leases are classified

as operating leases.

The Company leases multiple office spaces with a remaining weighted average term of 1.42

The Company leases a vehicle with a remaining term of 0.92 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

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

and related disclosures.

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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

A valuation allowance is recorded when it is “more

likely than not” that a deferred tax asset will not be realized.

At June 30, 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

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

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expenses and other current assets consist of:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses

Prepaid insurance

Other current assets

Total prepaid expenses

and other current assets

Total prepaid expenses and other current assets

4 – PROPERTY AND EQUIPMENT

and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer equipment

1 unchanged sentence

Property and equipment,

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

accumulated depreciation

Property and equipment, net

depreciation expense was $ 4,424 and $ 2,404 for the three months ended June 30, 2021 and 2020, respectively.

Total depreciation expense

was $ 8,848 and $ 3,308 for the six months ended June 30, 2021 and 2020, respectively.

5 – INTANGIBLE ASSETS AND GOODWILL

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

following table summarizes the changes in goodwill during the six months ended June 30, 2021:

SCHEDULE OF CHANGES IN GOODWILL

Balance December 31, 2020 (1)

Acquisition of goodwill

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)

Ending balance, June 30, 2021 (1)

of June 30, 2021, the Company has not obtained 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.

following table summarizes the identifiable intangible assets as of June 30, 2021 and December 31, 2020:

OF IDENTIFIABLE INTANGIBLE ASSETS

Tradenames – trademarks (1)

Customer base (1)

Non-compete agreements (1)

property/technology (1)

Intellectual property/technology (1)

Identifiable intangible assets

Less accumulated amortization

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:

(1) These intangible

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

weighted average remaining useful life of identifiable amortizable intangible assets remaining is 8.18

of identifiable intangible assets for the three months ended June 30, 2021 and 2020, was $ 34,994 and $ 15,648 , respectively.

of identifiable intangible assets for the six months ended June 30, 2021 and 2020, was $ 69,988 and $ 31,296 , respectively.

below table summarizes the future amortization expense for the remainder of 2021 following June 30, 2021, and the next four years thereafter:

OF FUTURE AMORTIZATION EXPENSE

Remainder of 2021

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payable and accrued expenses consist of the following amounts:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

June 30, 2021

December 31, 2020

Accounts payable

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Accrued expenses

Accrued interest –

related party

Total accounts payable

and accrued expenses

Accrued commissions

Accrued interest – related party

Total accounts payable and accrued expenses

7 - RELATED PARTY TRANSACTIONS

Payable –

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 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

Payable – Related Party

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

Company’s Chief Executive Officer and is the Company’s majority stockholder, in the original principal amount of $ 200,000 .

The note has a maturity date of June

15, 2021 , and bears an interest rate at

The outstanding principal balance

of this loan was $ 9,787

as of June 30, 2021 and December 31, 2020 (See

On May 30, 2021 the Company paid $ 50,000

towards the outstanding principal balance of

At June 30, 2021 and December 31, 2020, the Company has recorded accrued interest of $ 23,154

and $ 23,934 ,

respectively, with respect to this note payable.

The Company has recorded interest expense of $ 1,426

during the three months ended June 30, 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.

The Company has recorded interest expense of $ 4,409

during the six months ended June 30, 2021 and

2020, respectively.

Note Payable, Accounts Receivable and Revenue – Related Party

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

bearing interest at 6 %

per annum, payable at maturity,

with a maturity date of December 31, 2021 and a conversion price of $2.00 per share.

The outstanding principal balance of this

loan was $ 3,000,000

at June 30, 2021 and December 31, 2020, respectively.

See Note 11 for additional details.

June 30, 2021, the Company had $ 29,321 in outstanding accounts receivable from a related party.

In addition, during the six months ended

June 30, 2021, the Company generated $ 122,791 in revenues from the related party.

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

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 provides

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

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.

8 - Stockholders’

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 six months ended June 30, 2021, Eventus was paid $ 82,557

and was owed $ 37,543

for accrued and unpaid services under the financial

consulting agreement at June 30, 2021.

8 - STOCKHOLDERS’ EQUITY

Transactions During the Period

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”).

the six months ended June 30, 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”).

As per the agreement,

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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 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.

On January 16, 2021, the consulting agreement was automatically renewed per the terms of the agreement.

execution of the consulting agreement the Company was to issue 120,000

shares of the Company’s restricted common

stock, valued at $ 48,000

Upon the renewal of the consulting

agreement the Company was to issue 312,000

shares of the Company’s restricted

stock, valued at $ 639,600 .

As of June 30, 2021, these shares have yet to be issued.

As such, the Company recorded a stock payable in the amount of $ 160,750 and $ 46,000 representing

the fair value of services performed through the six months and year ended June 30, 2021 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 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.

2 unchanged sentences

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,

Company granted options for the purchase of 1,400,000 shares of common stock during the six months ended June 30, 2021.

Company granted options for the purchase of 3,775,000 shares of common stock during the six months ended June 30, 2020.

weighted average grant date fair value of options issued and vested during the six months ended June 30, 2021 was $ 587,143 and $ 243,534 ,

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 grant date fair value of non-vested options was $ 8,147,973 at June 30, 2021.

weighted average grant date fair value of options issued during the six months ended June 30, 2020 was $ 165,982 .

The weighted average

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

non-vested grant date fair value of non-vested options was $ 1,785,954 at June 30, 2020.

Compensation-based

stock option activity for qualified and unqualified stock options is summarized as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

Exercise Price

Outstanding at January 1, 2021

Expired or cancelled

Outstanding at March 31, 2021

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

at March 31, 2021:

Outstanding at June 30, 2021

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

at June 30, 2021:

SUMMARY OF OPTIONS TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE

Remaining Life

Exercise Prices

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

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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

compensation expense related to the options was $ 891,126

and $ 343,910

for the three months ended June 30, 2021 and

2020, respectively.

Total compensation expense related to the options was $ 1,729,888

and $ 669,339

for the six months ended June 30, 2021 and 2020,

respectively.

As of June 30, 2021, there was future compensation expense of $ 6,525,546

with a weighted average recognition period

years related to the options.

aggregate intrinsic value totaled $ 186,672,318 and $ 95,695,130 , for total outstanding and exercisable options, respectively, and

was based on the Company’s estimated fair value of the common stock of $ 8.14 as of June 30, 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.

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strike price - $ 2.00 ;

expected volatility –

risk free interest rate –

and expected term –

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

expected volatility – 74 % ;

risk free interest rate – 0.42 % ;

and expected term – 3.53 years.

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.

4 unchanged sentences

strike price - $ 2.00 ;

expected volatility –

free interest rate –

dividend rate –

and expected term –

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

expected volatility – 74 % ;

free interest rate – 0.42 % ;

dividend rate – 0 % ;

and expected term – 3.25 years.

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.

4 unchanged sentences

strike price - $ 2.00 ;

expected volatility –

risk free interest rate –

and expected term –

expected volatility – 74 % ;

risk free interest rate – 0.48 % ;

and expected term – 3.53 years.

May 5, 2021, the Company granted options to purchase 200,000 shares of the Company’s common stock to an employee, 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 - $ 2.25 ;

strike price - $ 2.00 ;

expected volatility – 73 % ;

free interest rate – 0.80 % ;

dividend rate – 0 % ;

and expected term – 3.25 years.

10 – COMMITMENTS AND CONTINGENCIES

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11 – LOANS PAYABLE AND LINES OF CREDIT

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

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

The line of credit

2 unchanged sentences

without notice to TalaTek.

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

At June 30, 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.

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 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.

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

with a floor rate of 6 %

and a maturity date of August

The interest rate at June 30, 2021

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 six months ended June 30, 2021 Techville drew $ 221,346

against the line of credit and made payments

of $ 224,346 .

At June 30, 2021 and December 31, 2020 there was zero

and $ 3,000 outstanding,

respectively.

Technologyville,

2 unchanged sentences

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 note has a maturity date of May

12, 2025 and bears interest at 5.77 %

During the six months ended June 30,

2021, the Company made cash payments of $ 2,925 ,

of which $ 2,702

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.

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

At June 30, 2021, $ 43,178

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.

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

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

with a financial institution for $ 179,600

interest at 1 %

per annum and a maturity date of June

Pursuant to the note, principal and

interest payments were deferred for ten months.

Techville applied for loan forgiveness on a timely basis, and at June 30,

2021, $ 179,600

was outstanding.

December 31, 2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC, the Company’s majority stockholder

that is controlled by the Company’s Chief Executive Officer, in the original principal amount of $ 200,000 .

The note has a maturity date of June

15, 2021 , and bears interest at 6 %

On May 30, 2021 the Company paid $50,000

towards the outstanding principal balance of the note.

The outstanding principal balance of this loan was $ 9,787

as of June 30, 2021 and December 31, 2020.

June 30, 2021 and December 31, 2020, the Company has recorded accrued interest of $ 23,154

and $ 23,934 ,

respectively, with respect to this note payable.

The Company has recorded interest expense of $ 1,426

during the three months ended June 30, 2021 and

2020, respectively.

The Company has recorded interest expense of $ 4,409

during the six months ended June 30, 2021

and 2020, respectively.

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

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

with a financial institution for $ 530,000

interest at 1 %

per annum and a maturity date of April

Pursuant to the note, principal and

interest payments were deferred for six months.

The Company applied for loan forgiveness on a timely basis, and at June 30, 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 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.

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

with a financial institution for $ 134,200

interest at 1 %

per annum and a maturity date of May

Pursuant to the loan, principal and

interest payments were deferred for six months.

Clear Skies applied for loan forgiveness on a timely basis, and at June

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

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

with a financial institution for $ 137,000

interest at 1 %

per annum and a maturity date of April

Pursuant to the loan, principal and

interest payments were deferred for six months.

Alpine applied for loan forgiveness on a timely basis, and at June 30,

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:

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 at any time at

the option of the holder, at a conversion price of $ 2.00

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 $ 36,998

during the six months ended June 30, 2021 and

has a remaining amortization period of 0 .50

Total interest expense on the note

for the three and six months ended June 30,

minimum payments under the above notes payable for the remainder of 2021 following June 30, 2021, and thereafter, and the amount

of loans payable, net of current portion, are as follows:

SCHEDULE OF FUTURE PAYMENTS UNDER NOTES PAYABLE

June 30, 2021

Total future minimum payments

Loans payable

( 2,982,040 )

payable, noncurrent

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

11 unchanged sentences

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.

As of June 30, 2021, the

Company’s leases had a remaining weighted average term of 1.39 years.

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

lease cost (cost resulting from lease payments)

term lease cost

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION

Six Months Ended June 30, 2021

Operating lease cost (cost resulting from lease payments)

Short term lease cost

Net lease cost

Operating lease –

operating cash flows

(fixed payments)

Operating lease –

operating cash flows

(liability reduction)

Non-current leases –

Current 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 three months ended

March 31, 2021, are as follows:

2021 (excluding the three months

ended March 31, 2021)

Operating lease – operating cash flows (fixed payments)

Operating lease – operating cash flows (liability reduction)

Non-current leases – right of use assets

Current liabilities – operating lease liabilities

Non-current liabilities – operating lease liabilities

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

June 30, 2021, are as follows:

SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES

Operating Leases

2021 (excluding the six months ended June 30, 2021)

Total future minimum lease payments

Amount representing

Present value of

net future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

13 – CONCENTRATION OF CREDIT RISK

1 unchanged sentence

Accounts at each

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

As of March 31, 2021, and December

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

As of June 30, 2021, and December

31, 2020, the Company had approximately $ 4,761,000 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.

OF CONCENTRATION OF RISK, BY RISK FACTOR

client accounted for 30 % of revenue for the six months ended June 30, 2021 .

clients accounted for 80 % of revenue for the six months ended June 30, 2020, as set forth below:

client accounted for 16 % of the accounts receivable as of June 30, 2021.

clients accounted for 70 % of the accounts receivable as of June 30, 2020, as set forth below:

vendors accounted for 32 % of the accounts payable as of June 30, 2021, as set forth below:

vendors accounted for 44 %

of the accounts payable as of June 30, 2020,

as set forth below.

14 – SUBSEQUENT EVENTS

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.

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

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;

ability to raise sufficient capital to acquire world-class engineer-owned cybersecurity companies;

ability to attract and retain world-class cybersecurity talent;

ability to identify potential acquisition targets within predetermined parameters;

ability to successfully execute acquisitions, integrate the acquired businesses and create synergies as a nationwide cybersecurity

consolidator;

ability to attract and retain key technology or management personnel and to expand our management team;

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);

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 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,”

“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.

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 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:

Managed Services and Consulting Services.

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

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 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.

We specialize in:

● Cybersecurity

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 –

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–

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.

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

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 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 income (loss)

Other income (expense)

Loss before income taxes

$ (1,795,901 )

$ (1,776,859 )

the Three Months Ended March 31, 2020

Cost of revenue

Operating expenses

Operating loss

Other income (expense)

Loss before income taxes

Cost of revenue

Operating expenses

Operating loss

Other expense

Loss before income taxes

$ (1,071,608 )

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

Consulting services

Total revenue

the Three Months Ended March 31, 2020

Managed services

Consulting services

Total revenue

Managed services

Consulting services

Total revenue

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

Consulting services

Cost of payroll

Total cost of revenue

the Three Months Ended March 31, 2020

Managed services

Consulting services

Cost of payroll

Total cost of revenue

Managed services

Consulting services

Cost of payroll

Total cost of revenue

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

Advertising and marketing

Selling, general and administrative

Stock based compensation

Total operating expenses

the Three Months Ended March 31, 2020

Professional fees

Advertising and marketing

Selling, general and administrative

Stock based compensation

Total operating expenses

Professional fees

Advertising and marketing

Selling, general and administrative

Stock based compensation

Total operating expenses

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 March 31, 2021, in comparison to our working capital surplus as of December 31, 2020, is summarized as

Current assets

Current liabilities

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 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

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 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

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.

Company’s agreements with its clients are primarily service contracts that range in duration from a few months to one year.

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.

contract with a client exists only when:

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 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.

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

Disaggregation

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

Primary Sector

Not-for-Profit

Major Service Lines

Gap and Risk Assessment

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

Primary Sector

Not-for-Profit

Major Goods/Service

Gap and Risk Assessment

Managed Security Services

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;

(ii) consumables used for the services;

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.

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 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.

Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

June 30, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company,

Catapult Acquisition Merger Sub, LLC (“Merger Sub”), Catapult Acquisition Corporation d/b/a VelocIT (“VelocIT”),

the shareholders of Catapult Acquisition Corporation (the “Catapult Shareholders”) and Derek Hahn, in his capacity as the

shareholder representative (the “Shareholder Representative”).

Pursuant to the Merger Agreement, Catapult agreed to merge

with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of the Company.

July 26, 2021, the Company, Merger Sub, VelocIT, the Catapult shareholders and the Shareholder Representative entered into an Amended

and Restated Agreement and Plan of Merger to provide, among other things, that Merger Sub would merge with and into VelocIT, with VelocIT

surviving the Merger as a wholly-owned subsidiary of the Company.

All issued and outstanding shares of common stock of VelocIT immediately

prior to the Effective Time were converted into the right to receive an aggregate of up to 2,566,778

shares of common stock of the Company,

subject to a holdback of 256,678

shares of Company stock.

The effective date was August 2, 2021.

to June 30, 2021, the Company received approval from the U.S.

Small Business Adminitstration’s Paycheck Protection Program for

the forgiveness of its outstanding $ 801,200 in PPP loans.

to June 30, 2021, the Company granted options to purchase an aggregate of 854,340 of the Company’s common stock, with exercise

prices ranging from $ 3.05 to $ 6.75 per share to various employees.

The options vest at a one-year cliff and then monthly over the subsequent

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