What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-15 · 284 added, 303 removed, 175 unchanged (77% of the section changed)

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”).

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

company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation, and our wholly owned subsidiaries.

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

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.

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.

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.

emphasize to clients the critical nature of having their work force create a continuously aware security culture.

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Our approach is to evaluate the client’s

organization holistically, identify compliance requirements, and help secure the infrastructure while helping to create a culture of

organization holistically, identify compliance requirements, and secure the infrastructure while helping to create a culture of security.

provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and

Our services include secured managed services, compliance services, security operations center (“SOC”) services,

Our services include compliance services, secured managed services, security operations center (“SOC”) services,

virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments,

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around the battle cry:

“Cybersecurity is a Culture, not a Product.”

“Cyber security is a Culture, not a Product.”

this set of cybersecurity services allows us to capture more revenue with greater efficiency, facilitating greater profitability and

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Cybersecurity Challenge

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

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

in significant economic losses globally.

The McKinsey Global Institute has estimated that approximately 127 new IoT devices connect to

the Internet every second.

A report published by CyberSecurity Ventures stated that damages from global cybercrime is predicted to hit

$10.5 trillion annually by 2025.

Cybersecurity Ventures also expects that a business falls victim to a ransomware attack every 11 seconds

in 2021, up from every 14 seconds in 2019.

As a result, ransomware is one of the fastest growing types of cybercrime.

Moreover, a Cybercrime

Magazine survey reported that 68% of business leaders feel their cybersecurity risks are increasing.

has also predicted

that worldwide global cybersecurity spending will exceed $1.75 trillion cumulatively from the fiscal years 2021 to 2025.

Gartner reported

that in 2021 there would be 3,500,000 million job openings unfilled in the cybersecurity field and forecasted that by 2023, this figure

could be as high as 12.0 million.

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

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

We believe that we

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

opportunities for growth.

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

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

data and resulted in significant economic losses globally.

The McKinsey Global Institute has estimated that approximately 127 new

IoT devices connect to the Internet every second.

A report published by Cybersecurity Ventures stated that damages from global

cybercrime is predicted to hit $10.5 trillion annually by 2025.

Cybersecurity Ventures estimated that a business fell victim to a

ransomware attack every 11 seconds in 2021, up from every 14 seconds in 2019.

As a result, ransomware is one of the fastest growing

types of cybercrime.

Moreover, an Accenture survey reported that 68% of business leaders feel their cybersecurity risks are

Cybersecurity Ventures has also predicted that worldwide global cybersecurity spending will exceed $1.75 trillion

cumulatively from the fiscal years 2021 to 2025.

The New York Times reported that in 2021 there would be 3.5 million unfilled job

openings in the cybersecurity field.

Two years later, despite widespread university and government investments into education programs

and recruitment efforts, the rates are roughly the same.

Continued efforts to bridge the workforce and skills gaps simply

can’t keep up with the ongoing increase in demand.

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

implementation of new cybersecurity legislations, and cyber insurance companies have increased minimum cybersecurity underwriting

requirements, as well as premium costs.

We believe that we are well positioned in a fast-growing industry to provide businesses with a wide scope of

cybersecurity services and with significant opportunities for growth.

currently offer two major types of services to clients including security managed services and professional services.

Managed Services

security managed services deliver an end-to-end solution to cybersecurity and compliance needs based on the Cerberus Sentinel Process.

We begin with a gap analysis of our customer’s existing cybersecurity and compliance practices.

Next, we perform penetration testing,

vulnerability scanning, and a best practices assessment.

This culminates with a deliverable report outlining failures and risks and includes

a remediation roadmap organized based on highest-value opportunities and critical necessities.

This prioritized approach utilizes the

maxi-min strategy to optimize our customers’ budgets, which we believe is something that comes from decades of experiential wisdom.

Using this roadmap, our team performs remediation and change implementation throughout the customer’s business.

This is followed

by our culture program, which delivers cybersecurity and compliance awareness training, risk reporting, and periodic knowledge verification.

We cover every area of our customer’s business and engage with every member of their team.

This is our end-to-end holistic approach

that leaves no stone unturned to ensure our customers are truly safe, secure, and compliant.

Our security managed services

include cybersecurity and compliance solutions.

Through our consultative approach, we evaluate the cybersecurity posture and ecosystem

of our clients to expose risks, optimize resources and implement best-fit solutions that are tailored to the business and address their

unique challenges.

offer multiple services in the security managed services portfolio, including the following:

Our compliance practice ensures the customers are implementing the right controls, properly prioritizing risks, and investing

in the appropriate remediation, so our customers can achieve compliance, adhere to industry standards and guidelines, and manage

continuous monitoring over time.

We provide the combination of integrated processes and systems, experienced staff, and innovative

technology to help our customers meet those goals.

Our seasoned experts possess the stringent industry certifications and accreditations

that prove they understand security compliance regulations, frameworks, and controls.

Our deep knowledge of these rigorous and unique

requirements means we can offer a thorough, timely assessment that will identify residual risk within the customer’s information

We then propose mitigation strategies to manage the customer’s risk effectively.

As an authorized Federal Risk and

Authorization Management Program (“FedRAMP”) vendor, we bring an insider’s perspective to the process in the following

– provides standardization to cloud security for Cloud Service Providers.

2014 – codifies the Department of Homeland Security’s role in administering the implementation of information security

policies for federal Executive Branch civilian agencies, overseeing agencies’ compliance with those policies, and assisting

Office of Management and Budget in developing those policies.

17021 and ISO 27001 - international standard providing certification bodies with a set of requirements that will enable them to ensure

that their management system certification process is carried out in a competent, consistent, and impartial manner.

Insurance Portability and Accountability Act (“HIPAA”) and Technology for Economic and Clinical Health Act of 2009 –

laws regulated by the Department of Health and Human Services to secure the privacy and confidentiality of protected health information.

– a standard administered by the Payment Card Industry Security Standards Council.

Cybersecurity

Framework - a set of cybersecurity activities, desired outcomes, and applicable informative references common across critical infrastructure

National Institute of Standards and Technology (“NIST”) – formally known as a National Bureau of Standards, NIST

is a federal agency that promotes and maintains measurement standards while encouraging and assisting industry and science to develop

and use these standards.

Cybersecurity

Maturity Model Certification - intended to serve as a verification mechanism to ensure that defense industrial base companies implement

appropriate cybersecurity practices and processes to protect federal contract information and controlled unclassified information

within their unclassified networks.

Data Protection Regulation – intended to standardize data protection law across the single market and give people in a growing

digital economy greater control over how their personal information is used.

Organization 2 – an auditing procedure that focuses on a business’ non- financial reporting controls related to security,

availability, processing, integrity, confidentiality, and privacy of a system.

Information Trust Alliance comprehensive security framework - developed in collaboration with healthcare, technology, and information

security leaders to create, access, store, and exchange sensitive and/or regulated data.

Our compliance practice ensures the customers are implementing the right

controls, properly prioritizing risks, and investing in the appropriate remediation in order to comply and adhere to applicable industry

standards and guidelines, and manage continuous monitoring over time.

We provide the combination of integrated processes and systems,

experienced staff, and innovative technology to help our customers meet those goals.

Our seasoned experts possess the stringent industry

certifications and accreditations that indicate their depth of knowledge in security compliance regulations, frameworks, and controls.

As an authorized Federal Risk and Authorization Management Program (“FedRAMP”) vendor, we bring an insider’s perspective

to the process in the following standards:

provides standardization

to cloud security for Cloud Service Providers.

Department of Homeland Security’s role in administering the implementation of information security policies for federal Executive

Branch civilian agencies, overseeing agencies’ compliance with those policies, and assisting the U.S.

Office of Management

and Budget in developing those policies.

ISO 17021 and ISO 27001:

international standard providing certification bodies with a set of requirements that will enable them to ensure that their management

system certification process is carried out in a competent, consistent, and impartial manner.

Health Insurance Portability

and Accountability Act (“HIPAA”) and Technology for Economic and Clinical Health Act of 2009:

laws regulated by the Department

of Health and Human Services to secure the privacy and confidentiality of protected health information.

a standard administered

by the Payment Card Industry Security Standards Council.

Cybersecurity Framework:

a set of cybersecurity activities, desired outcomes, and applicable informative references common across critical infrastructure

The National Institute

of Standards and Technology (“NIST”):

formally known as a National Bureau of Standards, NIST is a federal agency that

promotes and maintains measurement standards while encouraging and assisting industry and science to develop and use these standards.

Cybersecurity Maturity

Model Certification:

intended to serve as a verification mechanism to ensure that defense industrial base companies implement appropriate

cybersecurity practices and processes to protect federal contract information and controlled unclassified information within their

unclassified networks.

General Data Protection

intended to standardize data protection law across the single market and give people in a growing digital economy greater

control over how their personal information is used.

Service Organization 2:

an auditing procedure that focuses on a business’ non- financial reporting controls related to security, availability, processing,

integrity, confidentiality, and privacy of a system.

Health Information Trust

Alliance comprehensive security framework:

developed in collaboration with healthcare, technology, and information security leaders

to create, access, store, and exchange sensitive and/or regulated data.

Managed Services:

Cybersecurity companies should excel at pointing out vulnerabilities or configuration issues in an organization’s

We believe that we have experts with the capability to identify these issues and fix them.

Our team has extensive experience

in remediating security issues in a holistic fashion to quickly effect change at organization scale.

We know our customers’

teams are busy enough as is, so we offload the burden of addressing the dozens or hundreds of remediation items that may come from

a security review, penetration test, or incident response project.

Our remediation services resolve vulnerabilities that may expose

risk to, or have caused, unwanted conditions or outcomes.

Examples of issues that we remediate include writing new or more effective

policies, rearchitecting computer networks to minimize attack surface, implementing high security password requirements and multi-factor

authentication, applying missing security patches that expose an organization to security attack, or correcting misconfigurations

that can lead to unauthorized access such as a user being granted overly broad permissions.

Our remediation services provide customers

with a mature methodology for the heavy lifting needed to ensure that implementing solutions to minimize security risk are done safely,

efficiently, and correctly the first time.

Our team has extensive experience in identifying and remediating security

issues in a holistic fashion to quickly affect change on an organizational scale.

We partner with our clients to address the items that

are identified through the course of routine network hygiene or from a security review, penetration test, or incident response.

Our remediation

services resolve vulnerabilities that may introduce risk and lead to adverse outcomes if not addressed.

Examples of issues that we remediate

include rearchitecting computer networks to minimize attack surface, implementing high security password requirements and multi-factor

authentication, applying missing security patches that expose an organization to security attack, or correcting misconfigurations that

can lead to unauthorized access such.

Our services provide customers with a mature methodology for the heavy lifting needed to ensure

that implementing solutions to minimize security risk are done efficiently and effectively.

Managed Services:

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

logs, devices, clouds, network, and assets for possible cyber threats.

18on service is designed to provide our clients with the knowledge

and skills necessary to combat cybersecurity threats.

Corporations are in need of cybersecurity services, but many do not have the capital resources or knowledge base to

hire a Chief Information Security Officer.

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

augment their management team.

vCISO services include road mapping the future state for the client and providing our knowledgeable

expertise to help them achieve their security needs.

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

Our in-depth and uniquely acquired industry

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

regulatory compliance demands.

We specialize in:

We offer SOC-as-a-service, which is a subscription-based service that provides

24x7x365 coverage and overwatch including threat monitoring, alerting, validation, and proactive threat hunting to defend against cyber

Organizations are in need of a cybersecurity program to reduce cyber risk

to the business, but many do not have the capital resources or knowledge base to hire a Chief Information Security Officer to lead the

We offer this to companies on an ongoing managed service basis as a resource to augment their management team.

vCISO services

include road mapping the future state for the client and providing our knowledgeable expertise to help them achieve their security needs.

Our professional services include

an extensive portfolio of tailored advisory solutions.

Our in-depth and uniquely acquired industry expertise allows us to act as a trusted

advisor of our clients to help them lower their risk profile, minimize cost impact, and meet regulatory compliance demands.

We specialize

Response and Forensics:

We focus on identification, investigation, and remediation of cyberattacks.

We specialize in advanced cybersecurity assessments that highlight the skills and experience of our team’s

top-tier talent.

Our customers love us because we routinely identify issues that no one else does due to our emphasis on real-world

manual testing techniques and custom exploit development to uncover new avenues of attack.

Our approach to penetration testing services

strikes the perfect equilibrium between cost, time, and results.

The team of highly skilled testers utilize the same tools and techniques

a malicious cybercriminal would use to try to gain unauthorized access to highly guarded corporate systems and data to evaluate technical

controls and quantify business risks in a meaningful way.

This level of analysis provides business leaders the knowledge required

to not only understand the impact a successful attack might have on their business operations, but also can validate the effectiveness

of existing security controls and justify additional security related investment.

This targets the root cause for 75% of cyber breach events by starting with a culture of security-first forward thinking.

security awareness training can prevent a catastrophic cyberattack before it even occurs by equipping users with the tools and techniques

required to spot a potential cyberattack in the early stages.

We specialize in advanced cybersecurity assessments that highlight the

skills and experience of our team’s top-tier talent.

Our customers love us because we routinely identify issues that no one else

does due to our emphasis on real-world manual testing techniques and custom exploit development to uncover new avenues of attack.

approach to penetration testing services strikes the perfect equilibrium between cost, time, and results.

The team of highly skilled testers

utilize the same tools and techniques a malicious cybercriminal would use to try to gain unauthorized access to highly guarded corporate

systems and data to evaluate technical controls and quantify business risks in a meaningful way.

This level of analysis provides business

leaders the knowledge required to not only understand the impact a successful attack might have on their business operations, but also

can validate the effectiveness of existing security controls and justify additional security related investment.

We provide security awareness training that can build a cyber vigilant

culture by equipping users with the tools and techniques required to spot a potential cyberattack in the early stages.

This targets the

root cause for 75% of cyber breach events by starting with a culture of security-first forward thinking.

Cybersecurity Services:

Cybersecurity

Road Mapping:

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

is a critical first step of building any successful cybersecurity system.

Through our consulting service, we dive into both the cultural

and technical aspects of cybersecurity within the organization, providing meaningful recommendations to improve cybersecurity posture

We help our clients build effective policies and best practices, design or enhance a cybersecurity system, and train

the executive management team to foster a top-down culture of cybersecurity in order to facilitate diligent implementation of cybersecurity

Cyber Vigilance:

Bringing the culture of cybersecurity to an organization is a critical first step of building any resilience to cyber threats.

Through our consulting service, we dive into both the cultural and technical aspects of cybersecurity within the organization, providing meaningful recommendations to rapidly improve cybersecurity posture.

We help our clients build effective policies and best practices, design or enhance a cybersecurity system, and train the executive management team to foster a top-down culture of cybersecurity in order to facilitate diligent implementation of cybersecurity awareness.

and Risk Assessment:

Threat actors probe and exploit the weakest points in an organization.

It does not matter if a business has

done 100 things right when one mistake can be catastrophic.

We combine decades of security expertise and in-depth knowledge of how

cyberattackers operate to deliver a thorough security risk gap analysis that identifies real world threats and issues guidance for

We first familiarize ourselves with the customer’s environment, business model, operations, and business drivers

to best determine a customer’s cybersecurity posture in an ever evolving threat landscape.

We then use our advanced threat

intelligence, data breach experience, and analytics to accurately assess the customers unique cybersecurity risk based on their “as

We then operate with a holistic mindset, considering every link in the cybersecurity chain from people, processes,

and technology, to determine their ideal “to be” state, aligned with their business goals, compliance requirements, and

risk tolerance.

Finally, we collaboratively devise and develop a strategic cybersecurity plan that takes into account critical priorities

to effectively reduce cybersecurity risk by closing the gap between their “as is” and “to be” states.

comprehensive awareness of internal systems and policies provides our customers with a clear understanding of their overall risk

as well as the strategies and tools they need to protect their most valuable assets:

cyberattackers operate to deliver a thorough security risk gap analysis that identifies real world threats and issues guidance for protection.

We first familiarize ourselves with the customer’s environment, business model, operations, and business drivers to best determine

a customer’s cybersecurity posture in an ever evolving threat landscape.

We then use our advanced threat intelligence, data breach

experience, and analytics to accurately assess the customers unique cybersecurity risk based on their “as is” state.

operate with a holistic mindset, considering every link in the cybersecurity chain from people, processes, and technology, to determine

their ideal “to be” state, aligned with their business goals, compliance requirements, and risk tolerance.

Finally, we collaboratively

devise and develop a strategic cybersecurity plan that takes into account critical priorities to effectively reduce cybersecurity risk

by closing the gap between their “as is” and “to be” states.

This comprehensive awareness of internal systems

and policies provides our customers with a clear understanding of their overall risk as well as the strategies and tools they need to

protect their most valuable assets:

their data and brand reputation.

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as our company.

According to a Cybersecurity Jobs Report released in 2017 by Herjavec Group, total unfilled cybersecurity positions will

be approximately 3.5 million by 2021.

We intend to capitalize on this gap as our growth opportunity.

According to a Cybersecurity Jobs Report released in 2017 by Herjavec Group, unfilled cybersecurity positions were to be

approximately 3.5 million by 2021.

It has been our intention to capitalize on this gap as our growth opportunity.

external acquisition strategy targets engineer-owned cybersecurity firms in the top U.S.

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Arizona 85251.

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.

On October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission

(“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.

substantially expanded our business in recent years through a number of acquisitions.

The following table sets for certain information

regarding such acquisitions:

Company, Location

of Acquisition

Provided by Acquired Company

LLC (“GenResults”)

April 12, 2019

Cybersecurity services.

Six Corporation (“VCAB”)

April 12, 2019

LLC (“TalaTek”)

October 1, 2019

Integrated risk management services, including risk

assessments, IT audits, cybersecurity services, and managed compliance services.

Technologyville,

Managed IT services.

Skies Security, LLC

August 1, 2020

Security assessment and penetration testing.

Security, LLC

December 16, 2020

Integrated risk management services.

Acquisition Corporation (“VelocIT”)

August 12, 2021

Integrated risk management services.

Technology Systems, Inc., and

Technology Enterprises, Inc.

(collectively, “Atlantic”)

October 1, 2021

Integrated risk management services.

LLC (“RED74”)

November 9, 2021

Integrated risk management services.

Point Equities, Inc.

December 1, 2021

Cybersecurity services.

Digital Security, Inc.

(“True Digital”)

January 19, 2022

Cybersecurity and compliance.

Identity management, systems integration and software

engineering, biometrics, vetting, credentialing, and case management.

Application security services, incident response, threat

hunting, and creation and management of security operation centers.

Informaticos CUATROi, S.P.A.,

Comercializadora

CUATROi S.P.A.,

Peru, S.A.C., and

Columbia, and Lima, Peru

August 25, 2022

Managed services and cybersecurity.

Networks, S.P.A.,

Technologias, Limitada,

Servicios Profesionales, S.P.A., and

and Blue Solutions, LLC

September 1, 2022

Security solutions and managed services.

Aires, Argentina

Peru, Bolivia, and Paraguay

Expected 2023 (3)

Secured managed services.

to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with

Jemmett, our Chief Executive Officer and a director of our company.

companies being under common control, we accounted for the acquisition as a reorganization.

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

into us (the “VCAB Merger”).

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

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

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

Pursuant to the terms of the VCAB Merger,

and in accordance with the bankruptcy plan, we issued an aggregate of 2,000,000 shares of our common stock (the “Plan Shares”)

to the Claim Holders as full settlement and satisfaction of their respective claims.

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.

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.

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.

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 (the “Techville Acquisition”).

Under the terms of the Techville Acquisition,

all issued and outstanding common stock of Techville was exchanged for an aggregate of 3,392,271 shares of our common stock.

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 (the “Clear Skies Acquisition”).

Under the terms of the Clear

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

our common stock.

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 (the “Alpine Acquisition”).

Under the terms of the Alpine Acquisition, all issued and outstanding

membership units in Alpine were exchanged for an aggregate of 900,000 shares of our common stock.

July 26, 2021, we entered into an agreement and plan of merger with VelocIT, pursuant to which VelocIT became our wholly owned subsidiary

of our company.

All issued and outstanding shares of common stock of VelocIT were converted into the right to receive an aggregate of

up to 2,566,778 shares of common stock, subject to a holdback of 256,678 shares of our common stock.

In addition, the Company issued

replacement options to various VelocIT employees to purchase an aggregate of 1,542,251 shares of the Company’s common stock.

transaction closed on August 12, 2021.

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 (the “Shareholders”).

Pursuant to the agreement, we purchased from the

Shareholders all of the outstanding shares of ATE and ATS.

The aggregate purchase price for the shares was 200,000 shares of our common

stock and $75,000 in cash.

Furthermore, the Shareholders shall receive an additional 100,000 shares of our common stock based upon Atlantic

achieving certain revenue and earnings thresholds and an additional $150,000 in cash upon our listing to a national exchange.

date of this filing, this has not been paid.

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.

Pursuant to the agreement,

the merger became effective at such time as a certificate of merger was accepted by the Secretary of State of New Jersey, or November

9, 2021 (the “Effective Time”).

All shares of RED74 issued and outstanding immediately prior to the Effective Time were converted

into the right to receive an aggregate of 340,000 shares of our common stock and $50,000 in cash, subject to a 10% holdback.

that no claim is made by any Cerberus Indemnitee (as defined in the merger agreement) within one year from the closing, then we shall

pay the entire amount of the 10% holdback to Tim Coleman.

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 (the “Arkavia Acquisition”).

Under the terms of the Arkavia

Acquisition, all of the issued and outstanding equity securities of Arkavia were exchanged for an aggregate of 2,914,000 shares of our

common stock.

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.

recent acquisitions have resulted an expansion of our customer base and increased usage within existing customers.

One of our customers

accounted for an aggregate of 20.4% of our revenue for the year ended December 31, 2021, while two of our customers accounted for an

aggregate of 59.0% of our revenue for the year ended December 31, 2020.

Due to the companies

being under common control, we accounted for the acquisition as a reorganization.

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.

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.

January10, 2023, we entered into a definitive agreement for the acquisition of RAN Security, which is expected

to close later in the year, subject to the satisfaction of customary closing conditions, including applicable

regulatory approvals.

recent acquisitions have resulted in expansion of our customer base and increased usage within existing customers.

None of our customers

individually accounted for more than 10.0% of our consolidated revenue for the year ended December 31, 2022, nor are we dependent upon

a few major customers.

One of our customers accounted for an aggregate of 20.4% of our consolidated revenue for the year ended December

cybersecurity market is highly fragmented.

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through the year 2023.

A recent report from Statista forecasted the cybersecurity market to grow to $345.4 billion by 2026.

An increasing

awareness of cyber threats has led to a rising investment in cybersecurity infrastructure worldwide.

A report from Statista forecasted the cybersecurity market to grow to $345.4 billion by 2026.

An increasing awareness

of cyber threats has led to a rising investment in cybersecurity infrastructure worldwide.

face direct competition from all small-to-medium-sized cybersecurity service providers nationwide given the broad service scope we currently

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intend to take appropriate steps to protect our intellectual property.

We have registered the trademark “Cybersecurity is a culture,

We have registered the trademark “Cyber security is a culture,

not a product,” which has been approved with a registration date of October 29, 2019.

have non-disclosure, confidentiality, and license agreements with employees, contractors, customers and other third parties, which limit

access to and use of our proprietary information.

Though we rely in part upon these legal and contractual protections, as well as various

procedural safeguards, we believe the skill and ingenuity of our employees, and the functionality and frequent enhancements to our solutions

are more important to maintaining our competitive position in the marketplace.

are not aware of any specific regulations that govern cybersecurity firms or the areas in which we operate.

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The three regulations mandate that healthcare organizations, financial

institutions, and federal agencies should protect their systems and information.

FISMA, which applies to every government agency, requires

the development and implementation of mandatory policies, principles, standards, and guidelines on information security.

regulations do not address numerous computer related industries, such as Internet Service Providers and software companies.

the regulations do not specify what cybersecurity measures must be implemented and require only a “reasonable” level of security.

institutions, and federal agencies, respectively, should protect their systems and information.

FISMA, which applies to every government

agency, requires the development and implementation of mandatory policies, principles, standards, and guidelines on information security.

However, the regulations do not address numerous computer related industries, such as Internet Service Providers and software companies.

Furthermore, the regulations do not specify what cybersecurity measures must be implemented and require only a “reasonable”

level of security.

addition, the National Cybersecurity Division is another regulatory body that is a division of the Office of Cybersecurity & Communications

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Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.

March 2020, the World Health Organization characterized the outbreak of the novel strain of coronavirus, specifically identified as COVID-19,

as a global pandemic.

This has resulted in governments enacting emergency measures to combat the spread of the virus.

These measures,

which include the implementation of travel bans, self-imposed quarantine periods, and social distancing, have caused material disruption

to business, resulting in a global economic slowdown.

Equity markets have experienced significant volatility and weakness and the governments

and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions.

current challenging economic climate may lead to adverse changes in cash flows, working capital levels, and/or debt balances, which may

also have a direct impact on our operating results and financial position in the future.

The ultimate duration and magnitude of the impact

and the efficacy of government interventions on the economy and the financial effect on our company is not known at this time.

of such impact will depend on future developments, which are highly uncertain and not in our control, including new information which

may emerge concerning the spread and severity of COVID-19, or any of its variants, and actions taken to address its impact, among others.

The repercussions of this health crisis could have a material adverse effect on our business, financial condition, liquidity, and operating

response to COVID-19, we have implemented working practices to address potential impacts to our operations, employees, and customers,

and will take further measures in the future if and as required.

At present, we do not believe there has been any appreciable impact

on our company specifically associated with COVID-19.

Capital Management

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that apply to employees and subcontractors who, on our behalf, oversee and conduct technical protocols.

of December 31, we had 186 employees, of which 184 are full-time.

In addition, we utilize independent contractors for projects of short

duration or where specialized knowledge or experience is needed for a complex project.

We are not dependent on any independent contractor,

and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable to us.

our relations with our employees is good.

of December 31, 2022, we had 449 employees, of which 443 were full-time.

In addition, we utilize independent contractors for projects

of short duration or where specialized knowledge or experience is needed for a complex project.

We are not dependent on any independent

contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable

We believe our relations with our employees is good.

Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements and all

amendments to those reports will be available free of charge through our website at www.cerberussentinel.com as soon as practicable after

such material is electronically filed with, or furnished to, the SEC.

Except as otherwise stated in these documents, the information

contained on our website or available by hyperlink from our website is not incorporated by reference into this report or any other documents

we file, with or furnish to, the SEC.

amendments to those reports will be available free of charge through our website at www.ciso.inc as soon as practicable after such material

is electronically filed with, or furnished to, the SEC.

Except as otherwise stated in these documents, the information contained on our

website or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file,

with or furnish to, the SEC.

of Being an Emerging Growth Company

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may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company.

would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700.0 million in market

value of our capital stock held by non-affiliates or issue more than $1.07 billion of non-convertible debt over a three-year period.

So long as we remain an emerging growth company, we may choose to take advantage of some, but not all, of the available benefits of the

We have taken advantage of some of the reduced reporting requirements in our filings.

Accordingly, the information contained

herein may be different than the information you receive from other public companies in which you hold stock.

In addition, the JOBS Act

provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply

to private companies.

We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we

will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, issue more than $1.0 billion of non-convertible

debt over a three-year period, or become a large accelerated filer.

So long as we remain an emerging growth company, we may choose to

take advantage of some, but not all, of the available benefits of the JOBS Act.

We have taken advantage of some of the reduced reporting

requirements in our filings.

Accordingly, the information contained herein may be different than the information you receive from other

public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can delay adopting new or

revised accounting standards until such time as those standards apply to private companies.

We have elected to avail ourselves of this

exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards

as other public companies that are not emerging growth companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business