CISO Global, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 001-41227 CERBERUS CYBER SENTINEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 83-4210278 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 6900 E. Camelback Road , Suite 240 , Scottsdale , AZ 85251 (Address of Principal Executive Offices) (Zip Code) (480) 389-3444 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.00001 par value CISO The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of May 16, 2022, there were 124,704,567 shares of the registrant’s common stock outstanding. CERBERUS CYBER SENTINEL CORPORATION FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION 4 ITEM 1. Financial Statements 4 Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2020 4 Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 and 2021 (unaudited) 5 Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 and 2021 (unaudited) 6 Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (unaudited) 7 Notes to Condensed Consolidated Financial Statements (unaudited) 8 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 33 ITEM 4. Controls and Procedures 33 PART II. OTHER INFORMATION 34 ITEM 1. Legal Proceedings 34 ITEM 1A. Risk Factors 34 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 35 ITEM 3. Defaults Upon Senior Securities 35 ITEM 4. Mine Safety Disclosures 35 ITEM 5. Other Information 35 ITEM 6. Exhibits 35 SIGNATURES 36 2 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. 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. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report. Forward-looking statements made in this Quarterly Report on Form 10-Q include statements about: ● our ability to achieve and sustain profitability of our existing lines of business and through our wholly owned subsidiaries; ● our ability to raise sufficient capital to continue to acquire cybersecurity companies; ● our ability to attract and retain cybersecurity talent; ● our ability to identify potential acquisition targets within predetermined parameters; ● our ability to successfully execute acquisitions, integrate the acquired businesses, and create synergies as a global cybersecurity consolidator; ● our ability to attract and retain key technology or management personnel and to expand our management team; ● the accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing; ● our ability to attract and retain clients; ● our ability to generate revenue and gross profit; and ● our ability to navigate through the increasingly complex cybersecurity regulatory environment. 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 year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2022, any of which may cause our or our industry’s actual results, levels of activity, or performance or achievements to be materially different from any future results, levels of activity, or performance or achievements expressed or implied in our forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements after the date of this report to conform these statements to actual results. 3 PART I – FINANCIAL INFORMATION Item 1. Financial Statements CERBERUS CYBER SENTINEL CORPORATION and subsidiaries CONDENSED Consolidated Balance Sheets 1 2 March 31, December 31, 2022 2021 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 3,862,907 $ 2,725,035 Accounts receivable, net of allowances for doubtful accounts of $ 91,707 and $ 77,811 , respectively 5,945,709 4,840,802 Notes receivable, related party 1,161,718 1,090,903 Inventory 735,887 189,596 Prepaid expenses and other current assets 2,165,525 960,965 Contract asset 218,153 - Total Current Assets 14,089,899 9,807,301 Property and equipment, net of accumulated depreciation of $ 256,540 and $ 102,466 , respectively 3,442,937 2,394,424 Right of use asset, net 406,770 277,578 Intangible assets, net of accumulated amortization of $ 628,245 and $ 323,331 , respectively 6,397,492 6,540,269 Goodwill 59,274,429 16,792,535 Other assets 18,681 - Total Assets $ 83,630,208 $ 35,812,107 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable and accrued expenses $ 6,221,551 $ 2,709,066 Deferred revenue 1,952,543 52,824 Settlement liability - 470,000 Lease liability, current portion 211,752 196,472 Loans payable, current portion 212,262 213,199 Line of credit 369,829 - Convertible note payable, net of debt discount, related party 1,500,000 1,500,000 Note payable, related party 419,472 - Total Current Liabilities 10,887,409 5,141,561 Long-term Liabilities: Loans payable, net of current portion 5,279,424 5,284,301 Lease liability, net of current portion 202,918 88,040 Total Liabilities 16,369,751 10,513,902 Commitments and Contingencies - - Stockholders’ Equity: Common stock, $ .00001 par value; 250,000,000 shares authorized; 135,458,071 and 125,852,971 shares issued and outstanding on March 31, 2022 and December 31, 2021, respectively 1,354 1,258 Additional paid-in capital 118,311,695 69,309,369 Accumulated translation adjustment 902,441 - Accumulated deficit ( 51,955,033 ) ( 44,012,422 ) Total Stockholders’ Equity 67,260,457 25,298,205 Total Liabilities and Stockholders’ Equity $ 83,630,208 $ 35,812,107 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 4 CERBERUS CYBER SENTINEL CORPORATION and subsidiaries CONDENSED Consolidated STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) March 31, 2022 March 31, 2021 Three Months Ended March 31, 2022 March 31, 2021 Revenue: Security managed services $ 8,052,225 $ 1,871,817 Professional services 1,277,185 687,961 Total revenue 9,329,410 2,559,778 Cost of revenue: Security managed services 2,602,924 193,667 Professional services 110,337 117,794 Cost of payroll 4,445,850 1,427,702 Stock based compensation 2,121,583 100,925 Total cost of revenue 9,280,693 1,840,088 Total gross profit 48,717 719,690 Operating expenses: Professional fees 623,061 157,354 Advertising and marketing 155,341 45,227 Selling, general and administrative 4,616,374 1,487,641 Stock based compensation 2,565,510 737,837 Total operating expenses 7,960,286 2,428,059 Loss from operations ( 7,911,569 ) ( 1,708,369 ) Other income (expense): Other income (expense) 12,543 205 Interest expense, net ( 43,585 ) ( 68,695 ) Total other income (expense) ( 31,042 ) ( 68,490 ) Net loss ( 7,942,611 ) ( 1,776,859 ) Foreign currency translation adjustment 902,441 - Comprehensive loss $ ( 7,040,170 ) $ ( 1,776,859 ) Net loss per common share - basic and diluted $ ( 0.06 ) $ ( 0.02 ) Weighted average shares outstanding - basic 133,983,960 116,418,173 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 5 CERBERUS CYBER SENTINEL CORPORATION and subsidiaries CONDENSED Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited) Accumulated Additional Other Common Stock Paid-in Comprehensive Retained Shares Amount Capital Income Earnings Total Balance at January 1, 2022 125,852,971 $ 1,258 $ 69,309,369 - $ ( 44,012,422 ) $ 25,298,205 Stock based compensation - stock options - - 4,687,093 - - 4,687,093 Stock based compensation - common stock 39,000 - 79,949 - - 79,949 Exercise of options 100,000 1 37,999 - - 38,000 Stock issued for cash in public offering 2,060,000 21 9,470,979 - - 9,471,000 Stock issued for True Digital acquisition 7,406,100 74 34,726,306 - - 34,726,380 Foreign currency translation - - - 902,441 - 902,441 Net loss - - - - ( 7,942,611 ) ( 7,942,611 ) Balance as of March 31, 2022 135,458,071 $ 1,354 $ 118,311,695 $ 902,441 $ ( 51,955,033 ) $ 67,260,457 Balance at January 1, 2021 116,104,971 $ 1,161 $ 12,607,074 - $ ( 4,866,772 ) $ 7,741,463 Stock based compensation - stock options - - 838,762 - - 838,762 Stock issued for cash 1,625,000 16 3,249,984 - - 3,250,000 Net loss - - - - ( 1,776,859 ) ( 1,776,859 ) Balance as of March 31, 2021 117,729,971 $ 1,177 $ 16,695,820 $ 902,441 $ ( 6,643,631 ) $ 10,053,366 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 6 CERBERUS CYBER SENTINEL CORPORATION and subsidiaries CONDENSED Consolidated STATEMENTS OF CASH FLOWS (Unaudited) 1 1 March 31, 2022 March 31, 2021 Cash flows from operating activities: Net loss $ ( 7,942,611 ) $ ( 1,776,859 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation - stock options 4,687,093 838,762 Issuance of common stock for services 79,949 2,000 Depreciation and amortization 458,988 57,515 Right of use amortization 45,387 13,257 Settlement liability ( 470,000 ) - Gain on termination of operating lease ( 22,289 ) - Changes in operating assets and liabilities: Accounts receivable, net 397,548 ( 176,484 ) Inventory ( 522,342 ) - Contract assets ( 86,811 ) - Prepaids and other current assets ( 865,483 ) ( 13,426 ) Accounts payable and accrued expenses 1,149,469 ( 62,166 ) Lease liability ( 16,156 ) ( 12,772 ) Deferred revenue 91,463 - Net cash used in operating activities ( 3,015,795 ) ( 1,130,173 ) Cash flows from investing activities: Purchases of property and equipment ( 103,858 ) - Cash paid in acquisitions, net ( 4,917,768 ) - Net cash used in investing activities ( 5,021,626 ) - Cash flows from financing activities: Proceeds from sale of common stock 9,471,000 3,250,000 Proceeds from stock option exercise 38,000 - Proceeds from line of credit 86,585 221,346 Payment on line of credit - ( 190,988 ) Payment on loans payable ( 458,719 ) ( 20,606 ) Payment on notes payable, related party ( 125,861 ) - Net cash provided by financing activities 9,011,005 3,259,752 Effect of exchange rates on cash and cash equivalents 164,288 - Net increase in cash and cash equivalents 1,137,872 2,129,579 Cash and cash equivalents - beginning of the period 2,725,035 5,197,030 Cash and cash equivalents - end of the period $ 3,862,907 $ 7,326,609 Supplemental cash flow information: Cash paid for: Interest $ 36,069 $ 34,163 Income taxes $ - $ - Non-cash investing and financing activities: Right of use asset and lease liability recorded upon adoption of ASC 842 $ - $ 175,759 Common stock issued in True Digital acquisition $ 34,726,380 $ - The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 7 CERBERUS CYBER SENTINEL CORPORATION and subsidiaries NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), 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”), Alpine Security, LLC, an Illinois limited liability company (“Alpine”), Catapult Acquisition Corporation, a New Jersey corporation (“VelocIT”), Southford Equities, Inc., a British Virgin Islands company (“Arkavia”), True Digital Security, Inc., a Delaware corporation (“True Digital”), RED74 LLC, a New Jersey limited liability company (“RED74”), Atlantic Technology Systems, Inc., a New Jersey corporation (“ATS”), Atlantic Technology Enterprises, Inc., a New Jersey corporation (“ATE” and together with ATS, “Atlantic”). Unless otherwise specified, all dollar amounts are expressed in United States dollars. NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Nature of the Business We are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization. Cybersecurity, also known as computer security or information technology security, is the protection of computer systems and networks from information disclosure, theft of or damage to their hardware, software, or electronic data, as well as from the disruption or misdirection of the services they provide. The cybersecurity industry has a supply and demand issue wherein there is more demand for cybersecurity services than there are expert and seasoned compliance and cybersecurity professionals available in the market. We seek to identify, attract, and retain highly skilled cyber and compliance teams and bring them together to provide holistic cyber services. We accomplish this through acquisitions, direct hiring, and incentivizing employees with stock options to help retain them. On an ongoing basis, we seek to identify cyber talent that is culturally aligned and that offers operating leverage through both existing customer revenue and relationships. We have invested in enterprise solutions and executive talent to integrate our different organizations into an ecosystem that works together to provide complete and holistic cybersecurity through cross pollination of solutions. The ecosystem is intended to provide additional revenue opportunities and drive overall recurring revenue. We provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and culture. Our services include secured managed services, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity training. We believe that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+ (“Managed Compliance & Cybersecurity Provider + Culture”), which is the only holistic solution that provides all three of these pillars under one roof from a dedicated team of subject matter experts. In contrast to the majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating highly sought-after topic experts. We continually seek to identify and acquire cybersecurity talent to expand our service scope and geographical coverage to provide the best possible service for our clients. We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic solutions to our clients in a business environment that has suffered from a chronic lack of highly skilled professionals, thereby setting us apart from competitors and in-house security teams. Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending. Our brand rallies around the battle cry: “Cybersecurity is a Culture, not a Product.” 8 Corporate and Acquisition History We were formed on March 5, 2019 as a Delaware corporation. Our principal offices are located at 6900 East Camelback Road, Suite 240, Scottsdale, Arizona 85251. On April 1, 2019, we acquired GenResults. GenResults was established on June 22, 2015. Prior to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G. Jemmett, our Chief Executive Officer and a director of our company. Due to the companies being under common control, we accounted for the acquisition as a reorganization. On April 12, 2019, we consummated a transaction whereby VCAB Six Corporation, a Texas corporation, (“VCAB”) merged with and into us (the “VCAB Merger”). At the time of the VCAB Merger, VCAB was subject to a bankruptcy proceeding and had minimal assets, no equity owners, and no liabilities, except for approximately 1,500 holders of Class 5 Allowed General Unsecured Claims and a holder of allowed administrative expenses (collectively the “Claim Holders”). Pursuant to the terms of the VCAB Merger, and in accordance with the bankruptcy plan, we issued an aggregate of 2,000,000 shares of our common stock (the “Plan Shares”) to the Claim Holders as full settlement and satisfaction of their respective claims. As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section 1145 of the United States Bankruptcy Code. As a result of the VCAB Merger, the separate corporate existence of VCAB was terminated. We entered into the VCAB Merger to increase our stockholder base to, among other things, assist us in satisfying the listing standards of a national securities exchange. On October 1, 2019, we entered into an agreement and plan of merger with TalaTek (the “TalaTek Merger”) pursuant to which TalaTek became our wholly owned subsidiary. Under the TalaTek Merger, all issued and outstanding units representing membership interests in TalaTek were converted into an aggregate of 6,200,000 shares of our common stock. On October 2, 2019, we filed a registration statement on Form 10-12G with the SEC to effect registration of our common stock, par value $ 0.00001 per share, under the Exchange Act. The registration statement became effective on December 1, 2019. On May 25, 2020, we entered into a stock purchase agreement with Techville and its sole shareholder, pursuant to which we acquired all of the issued and outstanding common stock of Techville. On August 1, 2020, we entered into a stock purchase agreement with Clear Skies and its equity holders, pursuant to which we acquired all of the issued and outstanding equity securities of Clear Skies. On December 16, 2020, we entered into an agreement and plan of merger with Alpine and its sole member, pursuant to which Alpine became our wholly owned subsidiary. On October 1, 2021, we entered into a stock purchase agreement with ATS, ATE, James Montagne as the sole shareholder of ATS, and James Montagne and Miriam Montagne, as the sole shareholders of ATE. On October 8, 2021, we entered into a merger agreement with RED74 and Ticato Holdings, Inc., a New Jersey corporation (“Ticato”), and Tim Coleman, as sole shareholder of Ticato. Tim Coleman and Ticato were the sole shareholders of RED74. 9 On July 26, 2021, we entered into an agreement and plan of merger with VelocIT, pursuant to which VelocIT became a wholly owned subsidiary of our company. On December 1, 2021, we entered into a stock purchase agreement with Arkavia and all of the owners of Arkavia, pursuant to which we acquired all of the issued and outstanding equity securities of Arkavia. On January 5, 2022, we entered into a stock purchase agreement (the “True Digital Stock Purchase Agreement”) with certain stockholders of True Digital and an agreement and plan of merger (the “True Digital Merger Agreement”) with True Digital and certain of its other stockholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of our company. On January 18, 2022, we completed a $ 10,300,000 underwritten public offering of shares of our common stock, pursuant to which an aggregate of 2,060,000 shares of our common stock were issued (see Note 9). In addition, we granted the underwriter warrants to purchase an aggregate of 144,200 shares of our common stock (see Note 10). We intend to use the net proceeds from the offering to fund acquisitions, sales, marketing, and general corporate purposes. In connection with the public offering, our common stock was listed on The Nasdaq Stock Market LLC. Liquidity The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At March 31, 2022, we had an accumulated deficit of $ 51,955,033 and working capital surplus of $ 3,202,490 . For the three months ended March 31, 2022, we had a loss from operations of $ 7,911,569 and negative cash flows from operations of approximately $ 3,015,795 . Although we are showing positive revenue, gross profit is trending negatively primarily due to increased stock compensation related to sales activity, we expect to incur further losses through the end of 2022. To date, we have funded operations primarily through the sale of equity in private placements and revenue generated by our services. During the three months ended March 31, 2022, we received $ 9,471,000 in net proceeds from our public offering. Although we expect that we will need to raise additional capital for future acquisitions, based on our current cash resources and commitments, we believe we will be able to maintain our current planned development and corresponding level of expenditure for at least 12 months from the date of the issuance of these unaudited condensed consolidated financial statements, although no assurance can be given that we will not need additional funds prior to such time. 10 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, 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 our management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such dates and the operating results and cash flows for such periods. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed with the SEC on April 15, 2022. Consolidation The unaudited condensed consolidated financial statements include the accounts of our company and our wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to the financial statements for the three months ended March 31, 2021, to conform to the financial statements presentation for the three months ended March 31, 2022. These reclassifications had no effect on net loss or cash flows as previously reported. Use of Estimates Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We believe the critical accounting policies discussed below affects our more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets acquired, liabilities assumed and stock issued in business combinations, and assumptions used in the Black-Scholes option pricing model, such as expected volatility, risk-free interest rate, share price, and expected dividend rate. Revenue Our revenue is derived from two major types of services to clients: security managed services and professional services. With respect to security managed services, we provide culture education and enablement, tools and technology provisioning, data and privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services including, but not limited to, antivirus and patch management. With respect to professional services, we provide cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, and disaster recovery and data backup solutions. 11 Disaggregated Revenue Revenue consisted of the following by service offering for the three months ended March 31, 2022: SCHEDULE OF DISAGGREGATION OF REVENUES Security Managed Services Professional Services Total Primary Sector Markets Public $ 1,118,844 $ 136,272 $ 1,255,116 Private 6,746,088 1,110,530 7,856,618 Not-for-profit 187,293 30,383 217,676 Revenue $ 8,052,225 $ 1,277,185 $ 9,329,410 Major Service Lines Compliance $ 1,612,167 $ - $ 1,612,167 Secured managed services 5,790,764 - 5,790,764 SOC managed services 629,561 - 629,561 vCISO 19,733 - 19,733 Technical assessments - 908,232 908,232 Incident reporting and forensics - 158,447 158,447 Training - 2,550 2,550 Other cybersecurity services - 207,956 207,956 Revenue $ 8,052,225 $ 1,277,185 $ 9,329,410 Major Geographic Location U.S. $ 7,183,987 $ 1,222,243 $ 8,406,230 Chile 868,238 54,942 923,180 Revenue $ 8,052,225 $ 1,277,185 $ 9,329,410 Revenue consisted of the following by service offering for the three months ended March 31, 2021: Security Managed Services Professional Services Total Primary Sector Markets Public $ 971,834 $ 6,000 $ 977,834 Private 848,463 681,961 1,530,424 Not-for-profit 51,520 - 51,520 Revenue $ 1,871,817 $ 687,961 $ 2,559,778 Major Service Lines Compliance $ 1,066,628 $ - $ 1,066,628 Secured managed services 567,594 - 567,594 SOC managed services 206,035 - 206,035 vCISO 31,560 - 31,560 Technical assessments - 561,297 561,297 Incident reporting and forensics - 85,350 85,350 Training - 40,725 40,725 Other cybersecurity services - 589 589 Revenue $ 1,871,817 $ 687,961 $ 2,559,778 Major Geographic Location U.S. $ 1,871,817 $ 687,961 $ 2,559,778 Chile - - - Revenue $ 1,871,817 $ 687,961 $ 2,559,778 12 Cash and Cash Equivalents We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. We periodically assess our accounts and other receivables for collectability on a specific identification basis. We provide for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. We write off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. As of March 31, 2022 and December 31, 2021, our allowance for doubtful accounts was $ 91,707 and $ 77,811 , respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally between three and five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss, if any, is reflected in results of operations. Inventory Inventory consists of software licenses and computer equipment for sale to customers. Inventory is measured using the first-in, first-out (“FIFO”) method and stated at lower of cost or net realizable value as of March 31, 2022 and December 31, 2021. The value of inventories is reduced for excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. We recorded no inventory impairment losses for the three months ended March 31, 2022 and 2021. Impairment of Long-Lived Assets We review long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the three ended March 31, 2022 and 2021, we did not record a loss on impairment. Intangible Assets We record our intangible assets at fair value in accordance with ASC 350, Intangibles – Goodwill and Other . Finite-lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. Goodwill Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit level (see Note 6). 13 Advertising and Marketing Costs We expense advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 155,341 and $ 45,227 for the three months ended March 31, 2022 and 2021, respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of operations. Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures , fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. All vested outstanding options are considered potentially outstanding common stock. The dilutive effect, if any, of stock options is calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options and shares issuable upon conversion thereof have been excluded from our computation of net loss per common share for the three months ended March 31, 2022 and 2021. The following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to our 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 March 31, 2022 March 31, 2021 Stock options 34,820,131 25,404,533 Convertible debt 300,000 1,500,000 Total 35,120,131 26,904,533 Stock-Based Compensation We apply the provisions of ASC 718, Compensation - Stock Compensation , which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of our board of directors for their services, we estimate the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, we recognize stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Due to our limited history and lack of public trading volume for our common stock, we used the average of historical share prices of similar companies within our industry to calculate volatility for use in the Black-Scholes option pricing model. Pursuant to Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting , we account for stock options issued to non-employees for their services in accordance with ASC 718. We use valuation methods and assumptions to value stock options that are in line with the process for valuing employee stock options noted above. 14 Leases Leases in which we are the lessee are comprised of corporate offices and property and equipment. All of the leases are classified as operating leases. We lease multiple office spaces with a remaining weighted average term of 2.21 years. We lease a vehicle with a remaining term of 0.25 years. In accordance with ASC 842, Leases , we recognized a right-of-use (“ROU”) asset and corresponding lease liability on our unaudited condensed consolidated balance sheet for long-term office leases and a vehicle operating lease agreement. See Note 12 – Leases for further discussion, including the impact on our unaudited condensed consolidated financial statements and related disclosures. Deferred Revenue Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided to our customers or annual licenses and is recognized as services are performed or ratably over the life of the lease. We generally invoice customers in advance or in milestone-based installments. Deferred revenue of approximately $ 54,000 was recognized for the three months ended March 31, 2022 that was included in the deferred revenue balance as of December 31, 2021. As of March 31, 2022, deferred revenue related to such customer payments was $ 1,952,543 , all of which is expected to be recognized during the succeeding twelve-month period and is therefore presented as current. D eferred revenue consisted of the following: SCHEDULE OF DEFERRED REVENUE March 31, 2022 December 31, 2021 Security managed services $ 1,724,543 $ 52,824 Professional services 228,000 - Total deferred revenue $ 1,952,543 $ 52,824 Foreign Currency Arkavia, uses the local currency as their functional currency. Assets and liabilities for Arkavia have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative foreign currency translation adjustments account in the unaudited condensed consolidated statements of operations and comprehensive loss. Accumulated Other Comprehensive Gain Foreign currency translation adjustments of $ 902,441 represent the difference between net loss and comprehensive gain for the three months ended March 31, 2022. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax loss and credit carry forwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We utilize ASC 740, Income Taxes , which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. We account for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At March 31, 2022, and December 31, 2021, our net deferred tax asset has been fully reserved. For uncertain tax positions that meet a “more likely than not” threshold, we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. Recently Issued Accounting Standards In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Emerging Issues Task Force). The ASU requires issuers to account for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. Under the ASU, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The ASU is applied prospectively and is effective for us for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted. We adopted the standard on January 1, 2022 and management noted that there is no material impact to the unaudited condensed consolidated financial statements. 15 In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers. The new guidance requires contract assets and contract liabilities acquired in business combinations to be recognized in accordance with ASC Topic 606 as if the acquirer had originated the contracts. The ASU is applied prospectively and is effective for us for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that adopting this standard will have on the unaudited condensed consolidated financial statements. All newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to us. NOTE 3 – ACQUISITIONS On January 5, 2022, we entered into True Digital Stock Purchase Agreement with certain stockholders of True Digital and the True Digital Merger Agreement with True Digital and certain of its other stockholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of our company (the “True Digital Acquisition”). True Digital’s outstanding common stock was exchanged for the right to receive an aggregate of $ 6,153,000 in cash and 8,229,000 shares of our common stock, subject to a 10 % holdback. In the event that no claim is made by a Cerberus Indemnitee (as defined in the Merger Agreement) within one year from closing, then we shall pay the entire amount of the 10 % holdback to the shareholders of True Digital. Subsequent to the issuance of these financial statements, we expect to obtain a third-party valuation on the fair value of the assets acquired, including identifiable intangible assets, and the liabilities assumed for use in the purchase price allocation. 16 The following table summarizes the allocation of the purchase price to the fair values of the assets acquired and the liabilities assumed as of the transaction date: SUMMARY OF SIGNIFICANT FAIR VALUE ASSETS ACQUIRED AND LIABILITIES Consideration paid $ 40,879,380 Tangible assets acquired: Cash 485,232 Accounts receivable 1,404,386 Contract assets 131,342 Prepaid expenses and other current assets 196,825 Property and equipment 906,006 Other assets 17,505 Total tangible assets 3,141,296 Assumed liabilities: Accounts payable 419,100 Accrued expenses 812,091 Deferred revenue 1,796,330 Line of credit 283,244 Loans payable 156,783 Loans payable - shareholder 543,581 Other liabilities 17,012 Total assumed liabilities 4,028,141 Net liabilities assumed ( 886,845 ) Goodwill ( a ) $ 41,766,225 (a) Goodwill and intangibles are not deductible for tax purposes. NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2022 December 31, 2021 Prepaid expenses $ 1,182,061 $ 453,498 Prepaid taxes 688,100 231,014 Prepaid insurance 51,130 46,751 Deferred interest 244,234 229,702 Total prepaid expenses and other current assets $ 2,165,525 $ 960,965 17 NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2022 December 31, 2021 Computer equipment $ 687,086 $ 495,235 Building 1,047,020 1,047,020 Leasehold improvements 177,853 109,626 Vehicle 63,052 63,052 Furniture and fixtures 45,835 33,358 Software 1,678,631 748,599 Property and equipment gross 3,699,477 2,496,890 Less: accumulated depreciation ( 256,540 ) ( 102,466 ) Property and equipment, net $ 3,442,937 $ 2,394,424 Total depreciation expense was $ 154,074 and $ 4,424 for the three months ended March 31, 2022 and 2021, respectively. NOTE 6 – INTANGIBLE ASSETS AND GOODWILL The following table summarizes the changes in goodwill during the three months ended March 31, 2022: SCHEDULE OF CHANGES IN GOODWILL Balance December 31, 2021 $ 16,792,535 Acquisition of goodwill 41,766,225 Foreign currency translation adjustment 715,669 Ending balance, March 31, 2022 (1) $ 59,274,429 (1) As of March 31, 2022, we had not obtained a third-party valuation for the January 19, 2022 acquisition of True Digital. As such, the purchase price allocation disclosed in this Quarterly Report for True Digital may change, and, therefore, goodwill from the acquisition may change. The following table summarizes the identifiable intangible assets as of March 31, 2022 and December 31, 2021: SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS Useful life March 31, 2022 December 31, 2021 Tradenames – trademarks Indefinite $ 1,211,800 $ 1,211,800 Tradenames - trademarks 5 years 1,849,449 1,798,300 Customer base 5 - 10 years 1,712,242 1,650,000 Non-compete agreements 2 - 5 years 695,238 675,500 Intellectual property/technology 5 - 10 years 1,557,008 1,528,000 Identifiable intangible assets 7,025,737 6,863,600 Less accumulated amortization ( 628,245 ) ( 323,331 ) Total $ 6,397,492 $ 6,540,269 The weighted average remaining useful life of identifiable amortizable intangible assets remaining is 3.88 years. Amortization of identifiable intangible assets for the three months ended March 31, 2022 and 2021 was $ 304,914 and $ 34,994 , respectively. 18 The below table summarizes the future amortization expense for the remainder of 2021 and the next four years thereafter: SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2022 (excluding the three months ended March 31, 2022) $ 879,235 2023 1,166,080 2024 940,215 2025 909,440 2026 865,360 Thereafter 425,362 Future Amortization Expense $ 5,185,692 NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following amounts: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES March 31, 2022 December 31, 2021 Accounts payable $ 2,975,474 $ 1,700,260 Accrued payroll 453,147 482,588 Accrued expenses 2,032,540 513,718 Accrued commissions 729,397 - Accrued interest – related party 30,993 12,500 Total accounts payable and accrued expenses $ 6,221,551 $ 2,709,066 Note 8 - RELATED PARTY TRANSACTIONS Convertible Note Payable, Consulting, and Stock Payable – Related Party On November 1, 2021, we entered into a two-year consulting agreement with Smile on Fridays LLP (“Smile”) pursuant to which Smile will represent us as the Chief Marketing Officer. Upon execution of the agreement, we were to issue a total of 432,000 shares of our common stock. The shares shall be deemed vested and earned to 25 % upon the execution of the agreement and 25% at the beginning of each subsequent six-month period. As of March 31, 2022, 108,000 shares of our stock have been issued. On January 1, 2021, we entered into a two-year consulting agreement with Smile, pursuant to which Smile will provide marketing and public relations services to us. Upon execution of the agreement, we were to issue a total of 312,000 shares of our common stock. As of March 31, 2022, 156,000 shares of our common stock have been issued. On October 27, 2021, we issued to Neil Stinchcombe, the sole owner of Smile, a convertible note in the principal amount of $ 1,500,000 bearing an interest rate of 5 % per annum payable at maturity with an original maturity date of January 27, 2022 , with a conversion price of $ 5.00 per share. Pursuant to the note, the maturity date, at our election, was extended to April 22, 2022. On March 10, 2022, we entered into an amendment to the note pursuant to which the maturity date was extended to October 27, 2022. The outstanding principal of this note was $ 1,500,000 on March 31, 2022 and December 31, 2021. During the three months ended March 31, 2022, we recorded $ 18,493 in accrued interest. 19 Note Receivable – Related Party Arkavia provided cash infusions to a related party to fund an intended wholly owned subsidiary, Arkavia Peru, for start-up and operational costs. As of March 31, 2022, the subsidiary has yet to be incorporated and as such, Arkavia has recorded the amount as a receivable. The amount outstanding at March 31, 2022 is $ 1,161,718 and is considered short-term and non-interest bearing. Note 9 – STOCKHOLDERS’ EQUITY 2019 Equity Incentive Plan Our board of directors approved our 2019 Equity Incentive Plan (the “2019 Plan”) on June 6, 2019, and our stockholders holding a majority of the outstanding shares of our common stock approved and adopted the 2019 Plan. The maximum number of shares of our common stock that may be issued under the 2019 Plan is 25,000,000 shares. The 2019 Plan has a term of ten years from the date it was adopted. Shares issued under the 2019 Plan shall be made available from (i) authorized but unissued shares of common stock, (ii) common stock held in our treasury, or (iii) previously issued shares of common stock reacquired by us, including shares purchased on the open market. Warrant and Option Valuation We computed the fair value of options granted using the Black-Scholes option pricing model. The expected terms for options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. We utilize the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. We utilize an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within our industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options We granted options for the purchase of 6,025,815 shares of common stock during the three months ended March 31, 2022. We granted options for the purchase of 900,000 shares of common stock during the three months ended March 31, 2022. 20 In applying the Black-Scholes option pricing model to stock options granted, we used the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS For the Three Months Ended For the Three Months Ended March 31, 2022 March 31, 2021 Risk free interest rate 0.63 % - 2.46 % 0.42 % - 0.48 % Contractual term (years) 10.00 5.00 Expected volatility 65 % 74 % Expected dividends 0.00 % 0.00 % The following table summarize stock option activity: SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Average Shares Exercise Price Outstanding at January 1, 2022 31,372,148 $ 1.84 Granted 6,025,815 3.95 Exercised ( 100,000 ) 0.38 Expired or cancelled ( 2,477,832 ) 1.84 Outstanding at March 31, 2022 34,820,131 $ 2.21 The following table summarizes information about options to purchase shares of our common stock outstanding and exercisable at March 31, 2022: SUMMARY OF STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise Prices Options In Years Price Exercisable $ 0.38 2,733,333 2.37 $ 0.38 2,733,333 0.40 3,600,000 2.31 0.40 3,600,000 0.50 8,732,388 3.12 0.50 8,412,538 1.40 1,417,251 5.39 1.40 1,372,395 2.00 5,045,200 4.83 2.00 2,251,750 2.05 1,421,703 3.92 2.05 342,396 2.25 1,100,000 9.78 2.25 - 3.05 170,000 4.33 3.05 - 3.20 22,000 9.93 3.20 - 3.46 12,000 9.94 3.46 - 3.60 155,000 4.33 3.60 - 4.00 624,340 4.30 4.00 - 4.12 12,000 9.93 4.12 - 4.21 18,000 9.97 4.21 - 4.82 1,062,827 9.96 4.82 - 5.00 8,599,088 9.60 5.00 52,958 $ 6.75 95,000 4.33 5.00 - 34,820,131 5.42 $ 2.21 18,765,371 21 The compensation expense attributed to the issuance of the options is recognized ratably over the vesting period. Options granted under the 2019 Plan are exercisable for a specified period, generally five to ten years from the grant date, and generally vest over three to four years from the grant date. Total compensation expense related to the options was $ 4,687,093 and $ 838,762 for the three months ended March 31, 2022 and 2021, respectively. During the three months ended March 31, 2022, we attributed $ 2,121,583 and $ 2,565,510 of compensation expense related to the options to cost of payroll and selling, general, and administrative expenses, respectively. During the three months ended March 31, 2021, we attributed $ 100,925 and $ 737,837 of compensation expense related to the options to cost of payroll and selling, general, and administrative expenses, respectively. As of March 31, 2022, there was future compensation expense of $ 46,517,161 with a weighted average recognition period of 2.20 years related to the options. The aggregate intrinsic value totaled $ 105,004,192 and $ 85,717,281 , for total outstanding and exercisable options, respectively, and was based on our estimated fair value of the common stock of $ 5.32 as of March 31, 2022, 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. Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted or issued, we used the following assumptions: SCHEDULE OF STOCK WARRANTS ASSUMPTIONS For the Three Months Ended March 31, 2022 Risk free interest rate 1.47 % - 1.62 % Contractual term (years) 4.00 – 5.00 Expected volatility 84 % Expected dividends 0.00 % A summary of the warrant activity during the three months ended March 31, 2022 is presented below: SCHEDULE OF STOCK WARRANT ACTIVITY Weighted Average Shares Exercise Price Outstanding at January 1, 2022 - $ - Granted 144,200 5.00 Exercised - - Expired or cancelled - - Outstanding at March 31, 2022 144,200 $ 5.00 The following table summarizes information about warrants to purchase shares of our common stock outstanding and exercisable at March 31, 2022: SUMMARY OF STOCK OUTSTANDING AND EXERCISABLE Weighted- Weighted- Average Average Outstanding Remaining Life Exercise Number Exercise Prices Options In Years Price Exercisable $ 5.00 144,200 4.76 $ 5.00 144,200 144,200 4.76 $ 5.00 144,200 The aggregate intrinsic value totaled $ 46,144 , for total outstanding and exercisable warrants and was based on the estimated fair value of our common stock of $ 5.32 as of March 31, 2022, which is the aggregate fair value of the common stock that would have been received by the warrant holders had all warrant holders exercised their warrants as of that date, net of the aggregate exercise price. 22 NOTE 10 – COMMITMENTS AND CONTINGENCIES Maxim Settlement Agreement On October 27, 2020, we entered into an advisory agreement (the “Advisory Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the parties agreed to certain compensation obligations in the form of our common stock, cash and future rights. Certain disputes arose between the parties regarding the duties and obligations pursuant to the Advisory Agreement, resulting in the parties agreeing to enter into a settlement and release agreement on January 13, 2022. As a result, the Company recorded a settlement liability at December 31, 2021 of $ 470,000 and issued 400,000 shares of the Company’s common stock to Maxim, with a fair value of $ 5.00 per share, pursuant to the settlement. During the three months ended March 31, 2022, the Company paid $ 470,000 in cash. Legal Claims There are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us. NOTE 11 – LOANS PAYABLE AND LINES OF CREDIT Lines of Credit TalaTek, Inc. On July 29, 2019, TalaTek entered into a secured line of credit with SunTrust Bank (“SunTrust”) for $ 500,000 . The line of credit bears interest at LIBOR plus 2.25 % . The line of credit is an open-end revolving line of credit and may be terminated at any time by SunTrust without notice to TalaTek. At March 31, 2022 and December 31, 2021, no amounts were drawn on the line of credit. True Digital On September 9, 2021, True Digital entered into a secured line of credit with Blue Sky Bank (“Blue Sky”) for $ 500,000 . The line of credit bears interest at 3.25 % per annum. The line of credit has an ending term of August 9, 2022 . At March 31, 2022, the outstanding balance was $ 369,829 . Loans Payable Technologyville, Inc. On April 29, 2019, Techville entered into a note payable with VCI Account Services, that subsequently was assigned to U.S. Bancorp, in the original principal amount of $ 59,905 . The note has a maturity date of May 12, 2025 and bears an interest rate of 5.77 % per annum. During the three months ended March 31, 2022, we made cash payments of $ 5,532 . The loan is collateralized by a vehicle. At March 31, 2022 and December 31, 2021, $ 27,122 and $ 32,474 was outstanding, respectively. Catapult Acquisition Corp. On July 9, 2016, Catapult Acquisition Corp. entered into several seller notes payable with shareholders of VelocIT. The total borrowing amount was $ 600,000 and each loan bears interest at 5 % per annum with a maturity date of July 31, 2023 . Pursuant to the terms of the loans, principal and interest payments were deferred for two years on three of the loans, making up $ 150,000 of the $ 600,000 total amount borrowed. During the three months ended March 31, 2022, we made cash payments totaling $ 80,956 , of which $ 75,652 and $ 5,304 was attributable to principal and interest, respectively. The amount outstanding as of March 31, 2022 and December 31, 2021 was $ 370,587 and $ 446,239 , respectively . 23 Arkavia At March 31, 2022 and December 31, 2021, notes payable consist of the following amounts: SCHEDULE OF NOTES PAYABLE March 31, 2022 December 31, 2021 Total notes payable 4,697,586 5,018,788 4.22 % Note payable, due March 30, 2026 $ 557,582 $ 607,915 4.22 % Note payable, due March 30, 2026 400,981 437,178 4.81 % Note payable, due April 10, 2028 141,804 148,665 4.81 % Note payable, due April 10, 2028 160,530 168,308 4.20 % Note payable, due June 3, 2024 29,230 33,418 4.20 % Note payable, due March 6, 2026 939,066 998,759 3.48 % Note payable, due May 15, 2023 109,774 129,692 4.88 % Note payable, due August 8, 2024 149,538 179,591 3.50 % Note payable, due May 26, 2021 - 5,817 3.50 % Note payable, due December 1, 2023 45,936 58,805 4.69 % Note payable, due April 15, 2024 136,172 206,993 6.48 % Note payable, due February 17, 2022 196,206 191,792 3.50 % Note payable, due April 15, 2024 136,172 182,088 7.14 % Note payable, due December 3, 2029 540,933 557,445 7.14 % Note payable, due December 3, 2029 95,981 99,574 7.14 % Note payable, due December 3, 2029 924,168 869,179 7.14 % Note payable, due December 3, 2029 133,513 143,569 Total notes payable 4,697,586 5,018,788 Less current portion ( 196,206 ) ( 213,199 ) Long term notes payable $ 4,501,380 $ 4,805,589 At various times during the three months ended March 31, 2022, Arkavia paid an aggregate of $ 337,680 in cash towards outstanding principal. True Digital On April 26, 2018, True Digital entered into a loan agreement with a shareholder for the principal amount of $ 250,000 . The note had a maturity date of April 25, 2022 and bore an interest rate of 6 % per annum. During the period of January 19, 2022 through March 31, 2022, True Digital made aggregate cash payments of $ 97,731 . The loan was repaid prior the March 31, 2022. On April 13, 2020, True Digital entered into a promissory note with a financial institution for the principal amount of $ 1,271,000 . The note has a maturity date of April 13, 2022 , bore an interest rate of 1 % per annum and called for seventeen monthly payments of principal and interest of $ 71,171 beginning on November 13, 2020. At March 31, 2022, the amount outstanding was $ 74,427 . Subsequent to March 31, 2022, the note was paid in full. On February 10, 2020, True Digital entered into a promissory note with a shareholder for the principal amount of $ 113,975 . The note has a maturity date of February 10, 2027 and bears an interest rate 6 % per annum. During the period of January 19, 2022 through March 31, 2022, True Digital made aggregate cash payments of $ 2,693 . At March 31, 2022, the amount outstanding was $ 92,834 . On February 2, 2021, True Digital entered into a promissory note with a shareholder for the principal amount of $ 510,000 . The note has a maturity date of May 2, 2024 and bears an interest rate of 4 % per annum. During the period of January 19, 2022 through March 31, 2022, True Digital made aggregate cash payments of $ 23,685 . At March 31, 2022, the amount outstanding was $ 326,639 . Convertible Note Payable On October 27, 2021, we issued to Neil Stinchcombe, the sole owner of Smile, a convertible note in the principal amount of $ 1,500,000 bearing an interest rate of 5 % per annum payable at maturity with a maturity date of January 27, 2022 , with a conversion price of $ 5.00 per share. On March 10, 2022, we entered into an amendment to the note pursuant to which the maturity date was extended to October 27, 2022 . The outstanding principal of this note was $ 1,500,000 at March 31, 2022. At March 31, 2022 and December 31, 2021, we recorded accrued interest of $ 30,993 and $ 12,500 with respect to this note. We recorded interest expense of $ 18,493 during the three months ended March 31, 2022. Future minimum payments under the above line of credit and notes payable following the three months ended March 31, 2022, are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT March 31, 2022 2022 (excluding the three months ended March 31, 2022) $ 3,465,848 2023 1,069,214 2024 1,207,280 2025 752,419 2026 278,215 Thereafter 1,008,011 Total future minimum payments 7,780,987 Less: current ( 2,501,563 ) Long term debt, noncurrent $ 5,279,424 24 NOTE 12 – LEASES All of our leases are classified as operating leases. With the adoption of Topic 842, operating lease agreements are required to be recognized on the condensed consolidated balance sheet as ROU assets and corresponding lease liabilities. On January 19, 2022, we recognized additional ROU assets and lease liabilities of $ 226,942 . We elected to not recognize ROU assets and lease liabilities arising from office leases with initial terms of twelve months or less (deemed immaterial) on the unaudited condensed consolidated balance sheets. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option. When measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using our estimated incremental borrowing rate at January 1, 2022. The weighted average incremental borrowing rate applied was 6 %. As of March 31, 2022, our leases had a remaining weighted average term of 2.21 years. Operating leases are included in the unaudited condensed consolidated balance sheets as follows: SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION Classification March 31, 2022 December 31, 2021 Lease assets Operating lease cost ROU assets Assets $ 406,770 $ 277,578 Total lease assets $ 406,770 $ 277,578 Lease liabilities Operating lease liabilities, current Current liabilities $ 211,752 $ 196,472 Operating lease liabilities, non-current Liabilities 202,918 88,040 Total lease liabilities $ 414,670 $ 284,512 The components of lease costs, which are included in income from operations in our unaudited condensed consolidated statements of operations, were as follows: SCHEDULE OF LEASE COST 2022 2021 Three Months Ended March 31, 2022 2021 Leases costs Operating lease costs $ 158,041 $ 14,194 Total lease costs $ 158,041 $ 14,194 25 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended March 31, 2022, are as follows: SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES March 31, 2022 Fiscal Year Operating Leases (Unaudited) 2022 (excluding the three months ended March 31, 2022) $ 189,657 2023 144,866 2024 57,605 2025 54,389 Total future minimum lease payments 446,517 Amount representing interest ( 31,846 ) Present value of net future minimum lease payments $ 414,670 NOTE 13 – GEOGRAPHIC INFORMATION Revenue by geography is based on the customer’s billing address for the three months ended March 31, 2022 was as follows: SCHEDULE OF REVENUE BY GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS Secured Managed Services Professional Services Total Major Geographic Location U.S. $ 7,183,987 $ 1,222,243 $ 8,406,230 Chile 868,238 54,942 923,180 Revenue $ 8,052,225 $ 1,277,185 $ 9,329,410 Revenue by geography is based on the customer’s billing address for the three months ended March 31, 2021, was as follows: Secured Managed Services Professional Services Total U.S. $ 1,871,817 $ 687,961 $ 2,559,778 Chile - - - Revenue $ 1,871,817 $ 687,961 $ 2,559,778 No international country represented more than 10% of total revenue in any period presented. Property and equipment, net by geography was as follows: SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS March 31, 2022 December 31, 2021 U.S. $ 1,064,519 $ 95,069 Chile 2,378,418 2,299,355 Property and equipment net $ 3,442,937 $ 2,394,424 No other international country represented more than 10% of property and equipment, net in any period presented. 26 NOTE 14 – CONCENTRATION OF CREDIT RISK Cash Deposits Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . As of March 31, 2022, and December 31, 2021, we had approximately $ 1,894,000 and $ 1,119,000 , respectively, in excess of the FDIC insured limit. Revenue No clients accounted for more than 10 % of revenue for the three months ended March 31, 2022. One client accounted for 32 % of revenue for the three months ended March 31, 2021. Accounts Receivable No clients accounted for more than 10 % of accounts receivable as of March 31, 2022. One client accounted for 20 % of accounts receivable as of March 31, 2021. NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC 855, Subsequent Events , which establishes general standards general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after March 31, 2022 through the date the unaudited condensed consolidated financial statements are available for issuance. During this period the Company did not have any material reportable subsequent events. 27 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and related notes. Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), 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”), Alpine Security, LLC, an Illinois limited liability company (“Alpine”), Catapult Acquisition Corporation, a New Jersey corporation (“VelocIT”), Southford Equities, Inc., a British Virgin Islands company (“Arkavia”), True Digital Security, Inc., a Delaware corporation (“True Digital”), RED74 LLC, a New Jersey limited liability company (“RED74”), Atlantic Technology Systems, Inc., a New Jersey corporation (“ATS”), and Atlantic Technology Enterprises, Inc., a New Jersey corporation (“ATE” and together with ATS, “Atlantic”). Unless otherwise specified, all dollar amounts are expressed in United States dollars. Our Business We are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization. Cybersecurity, also known as computer security or information technology security, is the protection of computer systems and networks from information disclosure, theft of or damage to their hardware, software, or electronic data, as well as from the disruption or misdirection of the services they provide. The cybersecurity industry has a supply and demand issue wherein there is more demand for cybersecurity services than there are expert and seasoned compliance and cybersecurity professionals available in the market. We seek to identify, attract, and retain highly skilled cyber and compliance teams and bring them together to provide holistic cyber services. We accomplish this through acquisitions, direct hiring, and incentivizing employees with stock options to help retain them. On an ongoing basis, we seek to identify cyber talent that is culturally aligned and that offers operating leverage through both existing customer revenue and relationships. We have invested in enterprise solutions and executive talent to integrate our different organizations into an ecosystem that works together to provide complete and holistic cybersecurity through cross pollination of solutions. The ecosystem is intended to provide additional revenue opportunities and drive overall recurring revenue. We provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and culture. Our services include secured managed services, compliance services, security operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity training. We believe that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+ (“Managed Compliance & Cybersecurity Provider + Culture”), which is the only holistic solution that provides all three of these pillars under one roof from a dedicated team of subject matter experts. In contrast to the majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating highly sought-after topic experts. We continually seek to identify and acquire cybersecurity talent to expand our service scope and geographical coverage to provide the best possible service for our clients. We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic solutions to our clients in a business environment that has suffered from a chronic lack of highly skilled professionals, thereby setting us apart from competitors and in-house security teams. Our goal is to create a culture of security and to help quantify, define, and capture a return on investment from information technology and cybersecurity spending. Our brand rallies around the battle cry: “Cybersecurity is a Culture, not a Product.” 28 First Quarter Fiscal 2022 Highlights Our operating results for the three months ended March 31, 2022 included the following: ● Total revenue increased by $6.8 million to $8.1 million for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. ● Total gross profit decreased by $670,000 to $49,000 for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. ● We acquired TrueDigital, which is now wholly owned subsidiaries of our company. Significant Developments During First Quarter Fiscal 2022 Nasdaq Listing and Public Offering On January 19, 2022, we completed a public offering of our common stock. Pursuant to the public offering, we issued and sold 2,060,000 shares of common stock at a public offering price of $5.00 per share and granted to the underwriter warrants for the purchase of 144,200 shares of common stock at an exercise price of $5.00 per share. We received net proceeds of approximately $9,471,000 from the public offering, after deducting underwriting discounts and commissions of $721,000 and estimated offering costs of $108,000. On January 14, 2022, we were approved to list our common stock on The Nasdaq Stock Market LLC under the symbol “CISO.” Acquisition of True Digital On January 5, 2022, we entered into a stock purchase agreement (the “True Digital Stock Purchase Agreement”) with certain stockholders of True Digital and an agreement and plan of merger (the “True Digital Merger Agreement”) with True Digital and certain of its other stockholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of our company. In connection with consummation of the transactions, we paid aggregate consideration of $6,153,000 in cash and 8,229,000 shares of our common stock, subject to a holdback of 822,900 shares of our common stock and $615,300 of cash. True Digital is a managed cybersecurity and compliance provider dedicated to the advancement of security in an increasingly connected world. Through integrated services and deep visibility, True Digital helps organizations manage risk and compliance. From its own U.S.-based security operations center and network operations center, True Digital manages client networks and endpoints, including cybersecurity monitoring and cyber incident response. Additionally, True Digital enables both regulated and unregulated companies to redefine their security operations and establishes a holistic viewpoint of their IT, cybersecurity, and compliance operations through TrueSpeed, its proprietary IT-security compliance operational intelligence platform. 29 Results of Operations Comparison of the Three Months Ended March 31, 2022 to the Three Months Ended March 31, 2021 Our financial results for the three months ended March 31, 2022 are summarized as follows in comparison to the three months ended March 31, 2021: Three Months Ended March 31, 2022 2021 Variance Revenue: Security managed services $ 8,052,225 $ 1,871,817 $ 6,180,408 Professional services 1,227,185 687,961 589,224 Total revenue 9,329,410 2,559,778 6,769,632 Cost of revenue: Security managed services 2,602,924 193,667 2,409,257 Professional services 110,337 117,794 (7,457 ) Cost of payroll 4,445,850 1,427,702 3,018,148 Stock based compensation 2,121,583 100,925 2,020,658 Total cost of revenue 9,280,693 1,840,088 7,440,605 Total gross profit 48,717 719,690 (670,973 ) Operating expenses: Professional fees 623,061 157,354 465,707 Advertising and marketing 155,341 45,227 110,114 Selling, general, and administrative 4,616,374 1,487,641 3,128,733 Stock-based compensation 2,565,510 737,837 1,827,673 Total operating expenses 7,960,286 2,428,059 5,532,227 Loss from operations (7,911,569 ) (1,708,369 ) (6,203,200 ) Other income (expense): Other income 12,543 205 12,338 Interest expense, net (43,585 ) (68,695 ) 25,110 Total other income (expense) (31,042 ) (68,490 ) 37,448 Net loss (7,942,611 ) (1,776,859 ) (6,165,752 ) Foreign currency translation adjustment 902,441 - 902,441 Comprehensive net loss $ (7,040,170 ) $ (1,776,859 ) $ (5,263,311 ) Revenue Security managed services revenue increased by $6,180,408, or 330%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, due mainly to an increase in customers from the Arkavia and True Digital acquisitions, as well as expanded services to existing customers. Professional services revenue increased by $589,224, or 86%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, due to an increased demand for technical assessments. Expenses Cost of Revenue Security managed services cost of revenue increased by $2,409,257, or 1,244%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, and was primarily the result of higher direct software and hardware costs to support the increased customer demand. Professional services cost of revenue decreased by $7,457, or 6%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, due to our ability to utilize internal expert professionals to deliver our services. 30 Cost of payroll cost of revenue increased by $3,018,148, or 211%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, as a result of increased staff resulting from acquisitions and higher stock compensation expense. Stock-based compensation expenses increased by $2,020,658, or 2,002%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, due to an increase in stock options awarded during the three months ended March 31, 2022. Operating Expenses Professional fees increased by $465,707, or 296%, for the three months ended March 31, 2022 as compared to three months ended March 31, 2021 as a result of higher accounting and audit fees due for our financial reporting and periodic SEC filings, legal fees, and fees for listing to Nasdaq. Advertising and marketing expenses increased by $110,114, or 243%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, as a result of marketing campaign initiatives. Selling, general, and administrative expenses increased by $3,128,733, or 210%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, primarily as a result of increased employee costs. Stock based compensation expenses increased by $1,827,673, or 248%, for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021, due to an increase in stock options awarded during the three months ended March 31, 2022. Liquidity and Capital Resources The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At March 31, 2022, we had an accumulated deficit of $51,955,033 and working capital surplus of $3,202,490. For the three months ended March 31, 2022, we had a loss from operations of $7,911,569 and negative cash flows from operations of $3,015,795. Although we are showing positive revenue, gross profit is trending negatively primarily due to increased stock compensation related to sales activity, we expect to incur further losses through the end of 2022. To date we have funded operations primarily through the sale of equity in private placements and revenue generated by our services. During the three months ended March 31, 2022, we received $9,471,000 from our public offering of our common stock. We believe that our existing cash and cash equivalents and cash generated by operating activities will be sufficient to meet our operating and capital requirements for at least the next 12 months as well as our longer-term expected future cash requirements and obligations. Our future capital requirements, both near-term and long-term, will depend on many factors, in addition to our recurring operating expenses, include our growth rate, the continued expansion of sales and marketing activities, the introduction of new and enhanced products and service offerings, and the costs of any future acquisitions in complementary businesses and technologies. To the extent existing cash and cash equivalents are not sufficient to fund future activities, we may seek to raise additional funds through equity, equity-linked or debt financings. Any additional equity financing may be dilutive to our existing stockholders. We may enter into agreements or letters of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, which could also require us to seek additional equity financing, incur indebtedness or use cash resources. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results and financial condition would be adversely affected . Working Capital Surplus Our working capital surplus as of March 31, 2022, in comparison to our working capital surplus as of December 31, 2021, is summarized as follows: As of March 31, December 31, 2022 2021 Current assets $ 14,089,899 $ 10,345,679 Current liabilities 10,887,409 5,141,561 Working capital surplus $ 3,202,490 $ 5,204,118 The increase in current assets is primarily due to an increase in cash and cash equivalents, accounts receivable, and prepaid expenses and other current assets of $1,137,872, $1,104,907, and $1,204,560, respectively. The increase in current liabilities is primarily due to the increase in accounts payable and accrued expense, and deferred revenue of $3,512,486 and $1,899,719, respectively. Cash Flows Our cash flows for the three months ended March 31, 2022, in comparison to our cash flows for the three months ended March 31, 2021, can be summarized as follows: Three months ended March 31, 2022 2021 Net cash used in operating activities $ (3,015,795 ) $ (1,130,173 ) Net cash used in investing activities (5,021,626 ) - Net cash provided by financing activities 9,011,005 3,259,579 Effect of exchange rates on cash and cash equivalents 164,288 - Increase in cash $ 1,137,872 $ 2,129,579 31 Operating Activities Net cash used in operating activities was $3,015,795 for the three months ended March 31, 2022 and was primarily due to cash used to fund a net loss of $7,942,611, adjusted for non-cash expenses in the aggregate of $5,398,770 and additional cash outlaid by changes in the levels of operating assets and liabilities, primarily as a result of an increase in accounts receivable and other current assets. Net cash used in operating activities was $1,130,173 for the three months ended March 31, 2021 and was primarily due to cash used to fund a net loss of $1,776,859, adjusted for non-cash expenses in the aggregate of $911,534, 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. Investing Activities Net cash used in investing activities of $5,021,626 for the three months ended March 31, 2022, was primarily due to cash paid in the True Digital acquisition. There was no cash used in investing activities for the three months ended March 31, 2021. Financing Activities Net cash provided by financing activities for the three months ended March 31, 2022 was $9,250,657, which was primarily due to cash received from the sale of our common stock in our public offering of $9,471,000. Net cash provided by financing activities for the three months ended March 31, 2021 was $3,259,579 and was primarily due to cash received from the sale of our common stock of $3,250,000. Effects of Inflation We do not believe that inflation has had a material impact on our business, revenue or operating results during the periods presented. Critical Accounting Policies and Estimates Our critical accounting policies are more fully described in the notes to our condensed consolidated financial statements included herein for the quarter and three months ended March 31, 2022 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 15, 2022. 32 New and Recently Adopted Accounting Pronouncements Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our unaudited condensed consolidated financial statements herein for the quarter ended March 31, 2022. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources. Item 3. Quantitative and Qualitative Disclosures about Market Risk Because we are a smaller reporting company, we are not required to provide the information called for by this Item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation and subject to the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2022, our disclosure controls and procedures were not effective to provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosures as of March 31, 2022. 33 Our management’s evaluation was based on the following material weaknesses in our internal control over financial reporting which existed as of December 31, 2021, and which continue to exist, as discussed in our Annual Report on Form 10-K: ● Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and ● Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives. A material weakness is a control deficiency or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As a company with limited accounting resources, a significant amount of management’s time and attention has been and will be diverted from our business to ensure compliance with these regulatory requirements. Management’s Plan to Remediate the Material Weaknesses Our management plans to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions planned include: ● Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; and ● Develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures. Our management will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and in accordance with financial and budgetary considerations. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2022, other than those noted above, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings We are currently not a party to any material legal proceedings. Item 1A. Risk Factors We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 15, 2022, risk factors that materially affect our business, financial condition, or results of operations. There have been no material changes from the risk factors previously disclosed. 34 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended March 31, 2022, there were no sales of equity securities during the period covered by this report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable. Item 5. Other Information None. Item 6. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date 2.1 Stock Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 8-K 10.1 01/06/2022 2.2** Agreement and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022 8-K 10.2 0 1/06/2022 4.1 Form of Underwriter Warrant S-1 4.3 12/14/2021 10.1 Form of Lockup Agreement S-1/A 10.14 01/07/2022 31.1* Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer 31.2* Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer 32.1 Section 1350 Certification of Principal Executive Officer 32.2 Section 1350 Certification of Principal Financial Officer 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Filed herewith. **Certain exhibits, annexes, and/or s chedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange Commission upon request. 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CERBERUS CYBER SENTINEL CORPORATION By: /s/ David G. Jemmett David G. Jemmett Chief Executive Officer (Principal Executive Officer) Date: May 16, 2022 By: /s/ Debra L. Smith Debra L. Smith Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: May 16, 2022 36