What changed in this filing

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Item 1. Business

2021-03-22 compared with 2020-03-30 · 318 added, 166 removed, 73 unchanged (87% of the section changed)

9 unchanged sentences

our telephone number is (305) 560-5355, and our corporate website is www.orbsat.com .

intend for information contained on our website to be part of this Form 10-K.

We file annual, quarterly and current reports, proxy

statements and other information with the SEC.

The SEC also maintains an Internet site that contains annual, quarterly and current

reports, proxy and information statements and other information that we (together with other issuers) file electronically.

SEC’s Internet site is www.sec.gov.

We make available free of charge on or through our website our annual, quarterly and

current reports and amendments to those reports as soon as reasonably practicable after we electronically file such material with

or furnish it to the SEC.

Currently, the Company’s common stock is quoted on the OTC Markets electronic exchange under the

symbol “OSAT.”

We do not intend

for information contained on our website to be part of this Form 10-K.

We file annual, quarterly and current reports, proxy statements

and other information with the SEC.

The SEC also maintains an Internet site that contains annual, quarterly and current reports,

proxy and information statements and other information that we (together with other issuers) file electronically.

The SEC’s

Internet site is www.sec.gov.

We make available free of charge on or through our website our annual, quarterly and current reports

and amendments to those reports as soon as reasonably practicable after we electronically file such material with or furnish it

Currently, the Company’s common stock is quoted on the OTC Markets electronic exchange under the symbol “OSAT.”

were originally incorporated in 1997 as a Florida corporation.

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subsidiary for the purpose of changing our state of incorporation to Delaware, effecting a 2:1 forward split of our common stock,

and changing our name to “EClips Media Technologies, Inc.”

On April 25, 2011, we changed our name to “Silver

Horn Mining Ltd.”

and changing our name to EClips Media Technologies, Inc.

On April 25, 2011, we changed our name to “Silver Horn Mining Ltd.”

pursuant to a merger with a newly formed wholly-owned subsidiary.

Telesat Communications Limited (“

was formed under the laws of England and Wales in 2008.

On February 19, 2015, we entered into a share exchange agreement with

GTCL and all of the holders of the outstanding equity of GTCL pursuant to which GTCL

became our wholly owned subsidiary.

March 28, 2014, we merged with our newly-formed wholly-owned subsidiary solely for the purpose of changing our state of incorporation

to Nevada from Delaware, effecting a 1:150 reverse split of our common stock, and changing our name to “Great West Resources,

GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours.

March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of

incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock, and changing our name to Great West

Resources, Inc.

in connection with the plans to enter into the business of potash mining and exploration.

During late 2014, we abandoned

our efforts to enter the potash business.

During late 2014, we

abandoned our efforts to enter the potash business.

January 22, 2015, we changed our name to “Orbital Tracking Corp”

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ratio of 1 for 150.

As a result of the reverse split, our common stock had the CUSIP number:

All share and per share,

information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the

reverse split.

August 19, 2019, we effected a reverse split of our common stock at a ratio of 1-for-15 (new CUSIP number - 68557F100).

All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively

restated to reflect the reverse split.

On August 19, 2019, we effected a reverse split of our common stock at a ratio of 1 for 15.

As a result of

the reverse split, our common stock now has the CUSIP number:

All share and per share, information in the accompanying

consolidated financial statements and footnotes has been retroactively restated to reflect these reverse splits.

on August 19, 2019, we changed our name to “Orbsat Corp”

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with a newly formed wholly owned subsidiary.

principal executive offices are located at 18851 N.E.

29th Ave, Suite 700, Aventura, Florida 33180.

Our telephone number is (305)

The Company’s website address is http://www.orbsat.com .

Information contained on the Company’s website

is not incorporated into this Annual Report on Form 10-K.

Current Business

Corp provides services and solutions globally for commercial, government and individual users, enabling them to communicate, track

assets and personnel, or request SOS assistance via satellite from anywhere in the world.

Our key services include satellite communication

solutions, emergency location systems, high-speed satellite internet, global asset and personnel monitoring, customized ground

station systems and custom product design.

We provide these products and services to customers located both in the United States

and internationally through our subsidiaries, U.S.

based Orbital Satcom Corp.

(“Orbital Satcom”) and U.K.

Telesat Communications Limited (“GTCL”).

support the increasing demand for on-demand connectivity with products and services developed to deliver voice, high-speed data

and IoT solutions globally via leading commercial satellite network operators such as Globalstar, Inmarsat, Iridium and Thuraya.

Our solutions connect businesses to their remote assets or lone workers via satellite to deliver increased visibility and operational

We offer a broad range of asset monitoring and control solutions, including sophisticated hardware and an advanced

cloud-based mapping platform.

Our satellite enabled emergency search and rescue solutions are instrumental in providing reassurance

and peace of mind, and ultimately saving lives across the world, on land or at sea.

acquisition of GTCL in February 2015 expanded our global satellite-based infrastructure and business, which was first launched

in December 2014 through the purchase of certain contracts which entitle us to transmit GPS tracking coordinates and other information

at preferential rates through one of the world’s largest commercial satellite networks.

have an office and warehouse in the U.K and an office in the U.S, as well as an online storefront presence in more than 10 countries

and have in excess of 35,000 customers located in almost 160 countries across every continent in the world.

Our customers include

businesses, U.S.

and foreign governments, non-governmental and charitable organizations, military users and private individuals

located all over the world.

Our mobile satellite

services (“MSS”) products rely on satellite networks for voice, data and tracking connectivity and thus are not

reliant on cell towers or other local infrastructure.

As a result, our MSS solutions are suitable for recreational travelers and

adventurers, government and military users, and corporations and individuals wishing to communicate from remote locations, or

in the event of an emergency such as a power outage, hurricane or other natural disaster during which regular cell phone, telephone

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

prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel

and business closures.

The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate

the negative impact on us.

Although we expect the availability of vaccines and various treatments with respect to COVID-19 to

have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments

is uncertain.

In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development,

are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed.

If the vaccines

prove less effective than currently understood by the scientific community and the United States Food and Drug Administration,

or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines,

the pandemic may last longer, and could continue to impact our business for longer, than we currently expect.

In response to COVID-19,

governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions,

prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations

to practice social distancing.

Although many governmental measures have had specific expiration dates, some of those measures

have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the

implementation of any potential future measures, especially if cases increase across the United States, with the potential for

additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the

initial strain.

Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers.

reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the

size of our workforce in the future;

such reductions incur costs, and we can provide no assurance that we will be able to rehire

our workforce in the event our business experiences a subsequent recovery.

We took steps to curtail our operating expenses and

conserve cash.

We may elect or need to take additional remedial measures in the future as the information available to us continues

to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers.

certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future,

will be sufficient to mitigate the risks posed by COVID-19.

Further, such measures could potentially materially adversely affect

our business, financial condition and results of operations and create additional risks for us.

Any escalation of COVID-19 cases

across many of the markets we serve could have a negative impact on us.

Specifically, we could be adversely impacted by limitations

on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our

stores to close or employees to remain at home;

limitation of carriers to deliver our product to customers;

product shortages;

limitations on the ability of our customers to conduct their business and purchase our products and services;

and limitations

on the ability of our customers to pay us in a timely manner.

These events could have a material, adverse effect on our results

of operations, cash flows and liquidity.

ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results,

will depend on future developments, such as the duration and severity of the pandemic, the extent of any increases in cases across

the United States, and the related length of its impact on the global economy, as well as the timing and availability of effective

medical treatments and vaccines, which remain uncertain and cannot be predicted at this time.

The resumption of our normal business

operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service

Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable.

Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of

the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations

and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected

by the COVID-19 pandemic and its negative effects on global economic conditions.

Any recovery from the COVID-19 pandemic and related

economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections.

the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national

and, to some extent, global economic impact, including the current recession and any recession that may occur in the future.

success of our business depends on our global operations, including our supply chain and consumer demand, among other things.

As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of

sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown

related issues.

Our results of operations for the year ended December 31, 2020 reflect this impact;

however, we expect that this

trend may continue and the full extent of the impact is unknown.

In recent months, some governmental agencies in the US and Europe,

where we produce the largest percentage of our sales, have lifted certain restrictions.

However, if customer demand continues

to be low, our future equipment sales, subscriber activations and sales margin will be impacted.

We have implemented several measures

to minimize the impact on our operations and sustain our liquidity position, including receiving support through the US payroll

protection program loan (“PPP”), a low interest, fixed rate loan provided under the UK’s Coronavirus Business

Interruption Loan (“CBILS”) and the deferral of certain UK taxes.

We have also worked with our product suppliers to

ensure we will continue to have sufficient inventory levels on hand to meet consumer demand.

Company’s reliance on securing additional capital for its public company expenses may be impaired due to the effect on the

financial markets.

The inability to obtain appropriate financing, may affect its compliance requirements as a public company.

The Company has been using its working capital from its operating subsidiaries, to support its public company expenses.

The continued

drain on its working capital have forced the Company to incur cutbacks, which may affect its future operating revenue as well

as, its ability to continue operations.

a result of COVID-19, we have experienced sho rtages in

inventory due to manufacturing and logistical issues, a reduction in the volume of sales in some parts of our business, such as

rental sales and direct website sales, and a reduction in personnel due to lockdown related issues.

Our results of operations

for the year ended December 31, 2020 reflect this impact;

however, we expect that this trend may continue and the full extent

of the impact is unknown.

Corp provides Mobile Satellite Services (“MSS”) solutions to fulfil the growing global demand for satellite-enabled

voice, data, personnel and asset tracking, Machine-to-Machine (M2M) and Internet of Things (IoT) connectivity services.

these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them

to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite

from anywhere in the world, even in the most remote and hostile of environments.

40% of the world’s population has no access to the internet and much of the world has no cellular coverage 1 .

Our vision is to collaborate with innovative partners to deliver low cost, reliable and easily accessible global satellite communications

solutions in areas where no other forms of communication exist.

provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations

and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including

remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example

due to political conflicts and natural or man-made disasters.

is an increasing requirement for on-demand connectivity which we support with products and services developed to deliver reliable

solutions globally via leading commercial satellite network operators.

Billions of dollars are projected to be spent on

new and modernized satellite constellations 2 and our partner networks including Globalstar, Intelsat, Iridium,

Inmarsat, Thuraya and Viasat have already developed and launched satellites capable of delivering advanced high-speed voice and

data services anywhere on the planet.

Our products and services enable users on the ground to connect to these existing networks

and we intend to pursue new relationships with next generation satellite constellation operators likely to offer service in the

have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the

Globalstar Low Earth Orbit satellite network.

We own unique network infrastructure devices, known as appliqués, which are

located in various Globalstar ground stations around the world and provide the signal receipt and processing technology that enables

and powers the Globalstar simplex data service.

Our ownership of these appliqués provides us with competitive access to

the global simplex data service which addresses the market demand for a small and cost-effective solution for sending data, such

as geographic coordinates, from assets or individuals in remote locations to a central monitoring station and is used in numerous

applications such as tracking vehicles, asset shipments, livestock, and monitoring unattended remote assets.

believe the potential commercial requirement for satellite-based tracking devices using the Globalstar network is vast and we

intend to begin launching a range of company branded tracking products and associated messaging plans during the first half of

2021, including our SolarTrack solar powered satellite tracking device which we announced in January 2021.

addition to our main core focus on MSS products and services, we also provide tracking and monitoring solutions using Automatic

Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology.

generate revenue from both the provision of services and the sale of equipment.

Higher margin recurring service revenue from the

sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue,

and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans.

provide our products and services directly to end users and reseller networks located both in the United States and internationally

through our subsidiaries, U.S.

based Orbital Satcom Corp (“Orbital Satcom”) and U.K.

based Global Telesat Communications

Limited (“GTC”).

We have a physical presence in the United States and the United Kingdom, as well as an ecommerce

storefront presence in 16 countries across 5 continents.

We have a diverse geographical customer base having provided solutions

to more than 50,000 customers located in more than 165 countries across every continent in the world .

the first quarter of 2021, we intend to open an office in Washington D.C.

to target increased sales to US government customers

through channels such as the U.S.

General Services Administration (“GSA”).

government spends billions of

dollars each year on satellite communications products and services 3 as

it seeks to modernize and improve its communications and connectivity.

To directly address this opportunity, Orbsat is currently

seeking to build a dedicated government sector business unit focused on serving the growing secure communications needs of US

government customers.

https://www.statista.com/statistics/617136/digital-population-worldwide/

https://www.mckinsey.com/industries/aerospace-and-defense/our-insights/large-leo-satellite-constellations-will-it-be-different-this-time#

https://www.gao.gov/products/gao-20-80

MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other

local infrastructure.

As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military

users, and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event

of an emergency such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone

and internet service may not be available.

We purchase these products directly from the manufacturers or distribution partners

and sell them directly to end users and a growing base of resellers that we have around the world.

principal focus is on growing our existing satellite-based hardware, airtime and related services, specifically services attracting

recurring revenue for the Company.

Communications Services

a result of the purchase of contracts and assets from Global Telesat Corp.

(“GTC”) in December 2014, we commenced

providing satellite communications services globally via satellite over Globalstar’s satellite based simplex data network.

We provide this service through our Orbital Satcom and GTCL subsidiaries.

Our rights under the purchased contracts allow us to

have preferred pricing arrangements with Globalstar for each account used during the term of contracts.

We then offer our customers

a range of prepaid and monthly fee satellite communications airtime options.

from providing services over Globalstar’s satellite network, we are, through GTCL and Orbital Satcom, an authorized reseller

of satellite voice, data and IoT communications services offered by other leading networks such as Iridium, Inmarsat and Thuraya.

We offer a range of prepaid and monthly contract satellite communications airtime options from these network providers.

pay the network providers a monthly access fee per subscriber, as well as usage fees for airtime minutes used by our subscribers.

This is a growing market and we believe we are positioned to take advantage of this growth.

Our customers are in industries such

as maritime, aviation, government/military, emergency/humanitarian services, mining, forestry, oil and gas, heavy equipment, transportation

and utilities as well as recreational users.

We are focused on growing and diversifying our customer base, increasing our product

range and making maximum use of our preferred pricing arrangements with Globalstar, which are long term contracts that currently

generate less than 5% of our annual revenue.

operate two mobile friendly e-commerce websites through our Orbital Satcom and GTCL subsidiaries which offer a range of MSS products

and solutions.

satellite communications products enable users to make voice calls, send and recent text messages and emails, and transmit GPS

location coordinates from anywhere on the planet, no matter how remote the location and regardless of the availability of local

communication infrastructure.

Our range of satellite data products allow users anywhere in the world to connect to the internet,

stream live video, and communicate via voice and data applications.

intend to be a leading provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea.

Our distress beacons enable essential communication between our customers and search and rescue organizations during emergency

situations and pinpoint locational information to Search and Rescue services, essential during an emergency.

provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that

We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of

thousands of tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles,

and vessels along with many other types of assets.

principal focus is on growing sales of our existing satellite-based hardware, airtime and related services, specifically services

attracting recurring revenue for the Company.

Additionally, during the first half of 2021 we intend to launch our own brand of

tracking device for use by retail, corporate and governmental customers worldwide which we expect will further increase future

first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating

on one of the most modern satellite networks in the world.

It is designed for tracking and monitoring anything that moves, or

any remote asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low

cost, low maintenance tracking device to monitor remote assets.

operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which

targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and rest of the

These websites produce sales and attract enquiries from customers and potential customers from all around the world.

Over the long term, we plan to develop additional country-specific websites or offer translation options on our existing websites

to target customers in South America, Asia and Europe where we anticipate there will be substantial further demand for our products.

the long term, we plan to develop additional country-specific websites to target customers in South America, Asia and Europe where

we anticipate there will be substantial further demand for our products.

addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and

buy online through our various third-party e-commerce storefronts such as Amazon, Walmart and NewEgg.

We currently have storefronts

in the UK, US, Germany, France, Spain, Italy, Mexico, Japan, and Canada.

We have invested in personnel to translate our listings

correctly in the different countries we are represented in and are regularly improving and increasing our listings on all e-commerce

We currently have more than 1,000 product listings on all third-party sites and invest in inventory to hold at Amazon’s

various warehouses around the world to ensure that orders are shipped and received by customers as quickly as possible.

include handheld satellite phones, personal and asset tracking devices, portable high-speed broadband terminals, and satellite

Wi-Fi hotspots.

buy online through our various third-party e-commerce storefronts such as Amazon and Walmart.

We currently operate 16 storefronts

across various countries in 5 continents.

We have invested in personnel to translate our listings correctly in the different countries

we are represented in and intend to regularly improve and increase our listings on all e-commerce sites.

We currently have more than 8,000 product listings on all third-party sites and invest significantly in inventory to hold at Amazon’s

various warehouses around the world to ensure that orders are shipped to customers as quickly as possible.

The products include

handheld satellite phones, personal and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots.

Our Amazon online marketplaces represented approximately 73.3% and 56.9% of total sales for the years ended December 31, 2020

and 2019, respectively and we anticipate that these marketplaces will continue to represent a significant portion of our sales

for the foreseeable future.

Should there be a disruption of Amazon services or our ability to maintain storefronts with Amazon,

our sales will likely decrease and we would have to seek other distribution methods to sell our products online, which may be

consumer behavior drastically changing as a result of Covid-19, e-commerce traffic witnessed double-digit gains in 2020 as stores

closed and shoppers used digital options.

This significant change in consumer shopping habits resulted in 42% of U.S.

consumers stating that they would choose to buy via Amazon if shopping online 4 .

As a result, we experienced an increase

in sales through our global Amazon storefronts during 2020 as compared to previous years.

e-commerce storefronts enable us to attract a significantly diversified level of sales from all over the world, ensuring we are

not overly reliant on any single market or sector for our sales revenue.

Furthermore, many products we sell require subscription-based

services which allow us to increase our recurring revenue airtime sales.

and Tracking Portal

advanced mapping and tracking portals, www.orbsat.com offered by Orbital Satcom, and www.gtctrack.com offered by

GTCL, are available for use by registered customers who pay a monthly subscription to access them.

OrbitalTrack and GTCTrack display

real-time worldwide asset location reports including position, speed, altitude and heading and also provides past location and

movement history reports on a wide range of tracking devices.

These mapping portals are available to all of our customers to monitor

their assets and we intend to aggressively pursue new customers for this application.

Satellite Tracking Products

have been developing our first own brand global tracking product, a dual-mode asset tracker, of which we hope to make available

in the marketplace in 2021, following final testing and receipt of necessary regulatory and compatibility certifications.

Company’s dual-mode asset tracker is designed to address the current technical and service cost challenges facing the global

Asset Management Systems market.

The first product designed and developed by the Company, the dual-mode tracker utilizes both

cellular and satellite technology to provide truly global tracking, automatically switching between the cellular and satellite

links making it an ideal solution for use in both populated and remote areas, including trans-oceanic routes.

For commercial users

in transportation, shipping, logistics, fleet management and construction, it features detailing reporting alerts, status and

GPS location data allowing cargo and vehicles to be tracked nearly anywhere in the world while lowering operating costs by utilizing

cellular when available and satellite in remote areas, optimizing roaming charges and delivering significant cost savings, by

easily locating lost or stolen assets.

estimate the costs of development and certification of the new dual-mode tracker to be less than $100,000 and believe there is

strong customer demand based on existing customer requests, however unless we secure appropriate funding to finalize the

development, we will be unable to launch the tracker to our existing product lines.

also intend to develop additional personal and asset tracking products suitable for government and recreational users.

these devices will be able to see the location and movements of their devices through our OrbitalTrack or GTCTrack portals.

costs for completion are less than $100,000.

These products may operate on the Iridium, Inmarsat, Globalstar or Thuraya satellite

advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly

fee to access it.

This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management

platform that allows managers to track, command, and control assets in near-real-time.

Asset location reports including position,

speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products

sold by us are available through GTCTrack.

compete in the mobile satellite products and services sector of the global communications industry.

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recreation, forestry, heavy equipment, construction, and transportation, among others.

Many of our customers view satellite communications

believe many of our customers view satellite communications

products and services as critical to their daily operations.

https://www.episerver.com/globalassets/03.-global-documents/reports/holidayreport2020_v4.pdf

is an existing, and we believe significantly growing, multi-billion-dollar global market for a small and cost-effective solution

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the same types of products and services.

Company provides products and services to customers located in many countries and continents and, as such, we have a large number

of competitors around the world.

This includes a high number of competitors in specific markets such as North America, where pricing

pressure and number of competitors may result in pressure of revenue growth or gross margin.

In other markets, such as the UK

and EU, we have fewer large competitors and are one of the largest providers of personal satellite tracking devices, personal

locator beacons and other Mobile Satellite Services (MSS).

We expect the competition for our MSS products and services to increase

as the market demand accelerates.

We believe that we will be well positioned to compete in the MSS market largely on a cost basis

due to our buying power and due to our global presence with various websites and other E-commerce storefronts, including numerous

Amazon global storefronts.

global satellite communications industry is highly competitive.

In certain regions, such as North America, we currently face substantial

competition from other service providers that offer a range of mobile and fixed communications options.

In other regions, such

as the UK and EU, we have a strong presence and are one of the leading providers of satellite communicators, emergency locator

beacons and satellite tracking devices.

We compete primarily on the basis of coverage, quality, portability, pricing and in the

case of our e-commerce storefronts, availability of services and products.

competitors for our satellite telecommunications services and products are other resellers of leading satellite networks such

as Iridium, Inmarsat, Thuraya and Globalstar, some of which are also our suppliers.

We expect the competition for our satellite

telecommunications services and our satellite tracking and monitoring services to increase significantly as market demand accelerates.

believe that we are well positioned to compete for the satellite telecommunications services business largely on a cost basis

and our global e-commerce presence, which makes products more accessible to buy as compared to more traditional methods of purchasing

e.g., bricks and mortar storefronts.

competitive strengths

believe that the following strengths contribute to our success:

global presence enables us to compete in various markets around the world, with our multi-lingual personnel allowing us to

respond to global customer inquiries with 24/7/365 customer support

significant expertise in global e-commerce sales, allowing us to maintain a competitive advantage over traditional methods

of purchase through “brick and mortar”

This has taken a particular import during the recent COVID-19 pandemic

significant levels of inventory stored in fulfilment centers around the world enable us to quickly secure customer orders

against competitors who may not hold available inventory

of scale of a leading provider of MSS product allows us to offer competitive prices for our products

contracts and experience with Globalstar allow us to compete competitively on satellite tracking opportunities

diverse customer base with no single customer representing more than 1.5% of our annual gross sales revenue, and no single

country representing more than 25% of our gross annual sales revenue as of December 31, 2020.

This diversification reasonably

permits the Company not to rely on any single customer, or group of customers, on any single product line, or any specific

geographic area.

It is noteworthy, however, that our Amazon sales represent the majority of our sales effort in the last 24

business strategy

intend to achieve our mission and further grow our business by pursuing the following strategies:

product offerings - we are constantly increasing our product lines and offerings and will continue to do so in the future.

sourced revenue - We are opening new e-commerce storefronts around the world to develop sales in new markets.

Washington D.C.

office will target US government/GSA sales which have not historically represented a significant part of our

sales revenue.

We will also recruit experienced government sales professionals to assist with this plan.

become an approved seller on the US Government’s GSA Schedule, which gives federal, and in some cases state and

local buyers, access to a great number of commercial products and services at negotiated ceiling prices.

Schedule purchases

represent approximately 21% of overall federal procurement spending.

innovation - We will continue to launch innovative own branded products, such as our SolarTrack solar powered satellite

tracking device, to differentiate us and gain a competitive edge over other MSS suppliers.

acquisitions - We will seek suitable acquisition opportunities to further increase our scale, expand sales and access

in new markets and sectors.

success and ability to compete depends in part on our ability to maintain our trade secrets.

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are subject to non-disclosure agreements and other contractual provisions to establish and maintain our proprietary rights.

connection with the purchase of the contracts from GTC and related agreements, GTC and its parent World Surveillance Group, Inc.

agreed to keep confidential certain information.

and Development

February 19, 2015, the Company issued 444 shares of common stock, par value $0.0001 at $112.50 per share or $50,000, to a consultant

as compensation for the design and delivery of dual mode GSM/Globalstar Simplex tracking devices and related hardware and intellectual

The design remains in need of further enhancements, before the Company can include it in its existing product lines.

Upon securing additional capital, the Company intends to complete the launch of its new tracking design.

For the fiscal year ended

December 31, 2019, the Company has recorded an impairment charge to research and development of $50,000 for the dual mode

GSM/Globalstar Simplex tracking devices, due to its launch delay.

For the fiscal years ending

December 31, 2019 and December 31, 2018, there were no additional expenditures on research and development.

contract laws and regulations affect how we will do business with our customers, and in some instances, will impose added costs

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of any then existing contracts or the inability to bid on future contracts.

We intend our Orbital Sub to become qualified as a

government contractor.

International

sales of our products may also be subject to U.S.

and foreign laws, regulations and policies like the United States Department

of State restrictions on the transfer of technology, International Traffic in Arms Regulation (“ITAR”) and other export

laws and regulations and may be subject to first obtaining licenses, clearances or authorizations from various regulatory entities.

This may limit our ability to sell our products abroad and the failure to comply with any of these regulations could adversely

affect our ability to conduct our business and generate revenues as well as increasing our operating costs.

Our products may also

be subject to regulation by the National Telecommunications and Information Administration and the Federal Communications Commission

that regulate wireless communications.

We intend our Orbital Satcom subsidiary to become

qualified as a government contractor.

Our products may also be subject to regulation by the National Telecommunications and Information

Administration and the Federal Communications Commission that regulate wireless communications.

and Availability of Components

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be found or if the quality of such replacement supplier’s components is inferior or unacceptable.

currently have five full time and five part time employees, not including David Phipps, our Chief Executive Officer

and President, and Theresa Carlise, our Chief Financial Officer.

Phipps and Ms.

Carlise work for us full time.

considers its relationships with its employees to be satisfactory and is not a party to any collective bargaining agreement.

As a result of COVID-19,

we have experienced shortages in inventory due to manufacturing and logistical issues.

Risks and History of Losses

ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including,

among others:

ability to obtain sufficient funding to expand our business and respond to business opportunities

ability to acquire new customers or retain existing customers in a cost-effective manner

ability to successfully improve our production efficiencies and economies of scale

ability to manage our supply chain to continue to satisfy our future operation needs

ability to retain our market share in our industry

have incurred significant net losses since our inception.

For the years ended December 31, 2020, 2019, and 2018, we have incurred

net losses of $2.7 million, $1.4 million, and $1.2 million, respectively.

As of December 31, 2020, we had an accumulated deficit

of approximately $13.8 million.

We expect to incur significant sales and marketing expenses prior to recording sufficient

revenue from our operations to offset these expenses.

In the United States, we expect to incur additional losses as a result of

the costs associated with operating as a public company.

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