What changed in this filing

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Item 1A. Risk Factors

2021-03-22 compared with 2020-03-30 · 387 added, 279 removed, 304 unchanged (69% of the section changed)

Related to Our Business

risk factors in this section describe the material risks to our business, prospects, results of operations, financial condition

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in any forward-looking statements.

Related to Our Business

have a history of net losses and we are uncertain about our future profitability.

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

of $11,115,178.

If our revenue grows more slowly than currently anticipated, or if operating expenses are higher than expected,

we may be unable to consistently achieve profitability, our financial condition will suffer, and the value of our common stock

could decline.

Even if we are successful increasing our sales, we may incur losses in the foreseeable future as we continue to

develop and market our products.

of approximately $13.8 million.

If our revenue grows more slowly than currently anticipated, or if operating expenses are

higher than expected, we may be unable to consistently achieve profitability, our financial condition will suffer, and the value

of our common stock could decline.

Even if we are successful increasing our sales, we may incur losses in the foreseeable future

as we continue to develop and market our products.

sales revenue from any of our current products or any additional products that we develop in the future is insufficient, or if

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even if we are able to achieve profitability, we may be unable to sustain or increase such profitability on a quarterly or annual

basis, which would significantly reduce the value of our common stock.

is substantial doubt as to our ability to continue as a going concern.

basis, which would adversely impact our financial condition and significantly reduce the value of our common stock.

we are unable to continue as a going concern, our securities will have little or no value.

report of our independent registered public accounting firm that accompanies our audited consolidated financial statements for

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doubt about our ability to continue as a going concern.

At December 31, 2019, we had an accumulated deficit of $11,115,178 and

negative working capital of $567,022, and a net loss of $1,379,756 during the year ended December 31, 2019.

These factors raise

substantial doubt about our ability to continue as a going concern.

Our consolidated financial statements do not include any adjustments

that might result if we are unable to continue as a going concern.

If we are unable to continue as a going concern, holders of

our common stock might lose their entire investment.

We plan to attempt to

raise additional equity capital through one or more private placement or public offerings.

However, the doubts raised, relating

to our ability to continue as a going concern, may make our shares an unattractive investment for potential investors.

These factors,

among others, may make it difficult to raise any additional capital.

Without additional capital, we will be unable to achieve

our business objectives, and may be forced to curtail our operations, reduce headcount, and/or temporarily cease our operations

until requisite capital is secured.

These factors raise substantial doubt about our ability to continue as

a going concern.

Our consolidated financial statements do not include any adjustments that might result if we are unable to continue

as a going concern.

If we are unable to continue as a going concern, holders of our securities might lose their entire

We plan to attempt to raise additional through one or more private placement or public offerings.

However, the doubts

raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors.

These factors, among others, may make it difficult to raise any additional capital and may cause us to be unable to continue to

operate our business.

operations have been affected by the COVID-19 pandemic.

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 again 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.

We 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.

There is no 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.

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 providers.

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

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.

Even after 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.

dependence on key suppliers puts us at risk of interruptions in the availability of our products, which could reduce our revenue

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affect our results of operations.

require the timely delivery of sufficient amounts of materials and components, some of which are custom made, to manufacture our

For reasons of quality assurance, cost effectiveness or availability, we procure certain materials and components from

a single or limited number of suppliers.

We generally acquire such materials and components through purchase orders placed in

the ordinary course of business, and as a result we may not have a significant inventory of these materials and components and

generally do not have any guaranteed or contractual supply arrangements with many of these suppliers.

Our reliance on these supplier’s

subjects us to risks that could harm our business, including, but not limited to, difficulty locating and qualifying alternative

dependence on third-party suppliers involves several other risks, including limited control over pricing, availability, quality

and delivery schedules.

Suppliers of materials and components may decide, or be required, for reasons beyond our control, to cease

supplying materials and components to us or to raise their prices.

Shortages of materials, quality control problems, production

capacity constraints or delays by our suppliers could negatively affect our ability to meet our production requirements and result

in increased prices for affected materials or components.

We may also face delays, yield issues and quality control problems if

we are required to locate and secure new sources of supply.

While we have not experienced any to date, any material shortage,

constraint or delay may result in delays in shipments of our products, which could materially adversely affect our results of

Increases in prices for materials and components used in our products could also materially adversely affect our results

of operations.

require the timely delivery of products provided by our suppliers, some of which are custom made, to ensure our ongoing sales

revenue is not adversely affected.

For reasons of quality assurance, cost effectiveness or availability, we procure certain products

from a single or limited number of suppliers.

We generally acquire such products through purchase orders placed in the ordinary

course of business, and as a result we may not have a significant inventory of these products and generally do not have any guaranteed

or contractual supply arrangements with many of these suppliers.

Our reliance on these suppliers subjects us to risks that could

harm our business, including, but not limited to, difficulty locating and qualifying alternative suppliers and limited control

over pricing, availability, quality and delivery schedules.

Suppliers of products may decide, or be required, for reasons beyond

our control, to cease supplying materials and components to us or to raise their prices.

Shortages of materials, quality control

problems, production capacity constraints or delays by our suppliers could negatively affect our ability to meet our production

requirements and result in increased prices for affected products.

We may also face delays, yield issues and quality control problems

if we are required to locate and secure new sources of supply.

Any material shortage, constraint or delay may result in delays

in shipments of our products, which could materially adversely affect our results of operations.

Increases in prices for materials

and components used in our products could also materially adversely affect our results of operations.

United Kingdom’s departure from the EU could adversely affect us.

sell our products and services in the United Kingdom (the “UK”) and throughout Europe.

In particular, the UK is one

of our largest markets in Europe for product and airtime sales.

On June 23, 2016, the UK voted in an advisory referendum for the

UK to leave the European Union (the “EU”) and, subsequently, on March 29, 2017, the UK government began the formal

process of leaving the EU (“Brexit”).

The UK withdrew from the EU on January 31, 2020.

Effective January 1, 2021,

the EU and UK entered into the Trade and Cooperation Agreement regarding trade policies and other political and strategic issues.

The future consequences of Brexit are unknown at this time, but Brexit has created legal, regulatory, and currency risk that may

have a materially adverse impact on our business.

Furthermore, this uncertainty could negatively impact the economies of other

countries in which we operate.

decision by British voters to exit the European Union may negatively impact our operations, pricing and profitability.

June 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets and

resulted in a sharp decline in the value of the British pound, as compared to the U.S.

dollar and other currencies.

the U.K.’s departure from the European Union on December 31, 2020 volatility in exchange rates and in U.K.

interest rates

may continue.

In the near term, a weaker British pound compared to the U.S.

dollar during a reporting period causes local currency

results of our U.K.

operations to be translated into fewer U.S.

a weaker British pound compared to other currencies increases

the cost of goods imported into our U.K.

operations and may decrease the profitability of our U.K.

and a higher U.K.

interest rate may have a dampening effect on the U.K.

In the longer term, any impact from Brexit on our U.K.

will depend, in part, on the effect of the trade and regulatory terms of the Brexit agreement announced on December 23, 2020 and

which took effect on January 1, 2021.

may need to raise additional capital to grow our business and satisfy our anticipated future liquidity needs, and we may not be

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to respond to business challenges, including developing or enhancing new or existing products.

As of December 31, 2019, we had

cash on hand of $75,362.

If cash on hand and cash generated from operations are not sufficient to meet our cash and liquidity

needs, we may need to seek additional capital, potentially through debt or equity financings.

To the extent that we raise additional

capital through the sale of additional equity or convertible securities, your ownership interest may be diluted, and the terms

of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder.

Debt financing,

if available, would result in increased fixed payment obligations and a portion of our operating cash flows, if any, being dedicated

to the payment of principal and interest on such indebtedness.

In addition, debt financing may involve agreements that include

restrictive covenants that impose operating restrictions, such as restrictions on the incurrence of additional debt, the making

of certain capital expenditures or the declaration of dividends.

Any additional fundraising efforts may divert our management

from their day-to-day activities, which may adversely affect our ability to develop and commercialize our products.

believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions

are favorable or in light of specific strategic considerations.

If we are unable to obtain funding on a timely basis, we may be

required to significantly curtail, delay or discontinue one or more of our research or product candidate development programs

or the commercialization of any product candidate or be unable to expand our operations or otherwise capitalize on our business

opportunities, as desired, which could materially affect our business, operating results and prospects and cause the price of

the common stock to decline.

conditions in the global economy and disruption of financial markets may significantly restrict our ability to generate revenues

or obtain debt or equity financing.

and uncertainty in the global economy could reduce demand for our products and services which would significantly jeopardize our

ability to achieve our sales targets.

These conditions could also affect our potential strategic partners, which, in turn, could

make it much more difficult to execute a strategic collaboration.

Moreover, volatility and disruption of financial markets could

limit our customers’

ability to obtain adequate financing or credit to purchase and pay for our products and services in

a timely manner, or to maintain operations, and result in a decrease in sales volume.

General concerns about the fundamental soundness

of domestic and international economies may also cause customers to reduce purchases.

Changes in governmental banking, monetary

and fiscal policies to restore liquidity and increase credit availability may not be effective.

Economic conditions and market

turbulence may also impact our suppliers’

ability to supply sufficient quantities of product components in a timely manner,

which could impair our ability to fulfill sales orders.

It is difficult to determine the extent of the economic and financial

market problems and the many ways in which they may affect our suppliers, customers, investors, and business in general.

or further deterioration of these financial and macroeconomic conditions could significantly harm sales, profitability and results

of operations.

Economic downturns or other adverse economic changes (local, regional, or national) can also hurt our financial

performance in the form of lower interest earned on investments and/or could result in losses of portions of principal in our

investment portfolio.

As of December 31, 2020,

we had cash on hand of $728,762.

If cash on hand, cash generated from operations, and the net proceeds from this offering

are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or equity

To the extent that we raise additional capital through the sale of additional equity or convertible securities, your

ownership interest may be diluted, and the terms of these securities may include liquidation or other preferences that adversely

affect your rights as a stockholder.

Debt financing, if available, would result in increased fixed payment obligations and a portion

of our operating cash flows, if any, being dedicated to the payment of principal and interest on such indebtedness.

debt financing may involve agreements that include restrictive covenants that impose operating restrictions, such as restrictions

on the incurrence of additional debt, the making of certain capital expenditures or the declaration of dividends.

Any additional

fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop

and commercialize our products.

Even if we believe we have sufficient funds for our current or future operating plans, we may

seek additional capital if market conditions are favorable or in light of specific strategic considerations.

If we are unable

to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research

or product candidate development programs or the commercialization of any product candidate or be unable to expand our operations

or otherwise capitalize on our business opportunities, as desired, which could materially affect our business, operating results

and prospects and cause the price of the common stock to decline.

development is a long, expensive and uncertain process.

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increase the costs of development, and may negatively affect our results of operations.

Due to the delay of the launch to our

existing product lines, the investment of $50,000, on February 19, 2015 has been impaired and expensed to SGA, for the year ended

December 31, 2019.

Concentration

of ownership by our principal stockholders may result in control by such stockholders of the composition of our board of directors.

existing principal stockholders, executive officers, directors and their affiliates beneficially own a significant number of our

outstanding shares of common stock.

In addition, such parties may acquire additional control by purchasing stock that we may issue

in connection with our future fundraising efforts.

Also, the holders of our convertible promissory notes, in the aggregate, upon

conversion at the holders’

option, at various conversion prices, would be issued 4,436,227 shares of our common stock.

a result, these current and future stockholders may now and in the future be able to exercise a significant level of control over

all matters requiring stockholder approval, including the election of directors.

This control could have the effect of delaying

or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult

or impossible without the support of these stockholders.

technical development of our products does not guarantee successful commercialization.

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distribution and marketing;

to gain market acceptance;

of sufficient cooperation from our partners;

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may not be achieved for a number of years, if at all.

we fail to protect our intellectual property rights, we could lose our ability to compete in the marketplace.

intellectual property and proprietary rights are important to our ability to remain competitive and for the success of our products

and our business.

We rely on a combination of trademark and trade secret laws as well as confidentiality agreements and procedures,

non-compete agreements and other contractual provisions to protect our intellectual property, other proprietary rights and our

We have confidentiality agreements in place with our consultants, Globalstar, customers and certain business suppliers

and plan to require future employees to enter into confidentiality and non-compete agreements.

We have little protection when

we must rely on trade secrets and nondisclosure agreements.

Our intellectual property rights may be challenged, invalidated or

circumvented by third parties.

We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or

other trade secrets by employees or competitors.

Furthermore, our competitors may independently develop technologies and products

that are substantially equivalent or superior to our technologies and/or products, which could result in decreased revenues.

the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S.

may be necessary to enforce our intellectual property rights which could result in substantial costs to us and substantial diversion

of management attention.

If we do not adequately protect our intellectual property, our competitors could use it to enhance their

Our inability to adequately protect our intellectual property rights could adversely affect our business and financial

condition, and the value of our brand and other intangible assets.

companies may claim that we infringe their intellectual property, which could materially increase our costs and harm our ability

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If we are required to obtain licenses to use any third-party technology,

we would have to pay royalties, which may significantly reduce any profit on our products.

In addition, any such litigation could

be expensive and disruptive to our ability to generate revenue or enter into new market opportunities.

If any of our products

were found to infringe other parties’

proprietary rights and we are unable to come to terms regarding a license with such

parties, we may be forced to modify our products to make them non-infringing or to cease production of such products altogether.

decision by British voters to exit the European Union may negatively impact our operations .

June 2016 referendum by British voters to exit the European Union (“Brexit”) adversely impacted global markets and

resulted in a sharp decline in the value of the British pound, as compared to the U.S.

dollar and other currencies.

negotiates its exit from the European Union, volatility in exchange rates and in U.K.

interest rates may continue.

term, a weaker British pound compared to the U.S.

dollar during a reporting period causes local currency results of our U.K.

to be translated into fewer U.S.

a weaker British pound compared to other currencies increases the cost of goods imported

into our U.K.

operations and may decrease the profitability of our U.K.

and a higher U.K.

interest rate may have a

dampening effect on the U.K.

In the longer term, any impact from Brexit on our U.K.

operations will depend, in part,

on the outcome of tariff, trade, regulatory and other negotiations.

we would have to pay royalties, which may significantly reduce any profit on our products or may be prohibitively expensive and

prevent us from continuing to use that technology.

In addition, any such litigation, even if without merit, could be expensive

and disruptive to our ability to generate revenue or enter into new market opportunities.

If any of our products were found to

infringe other parties’

proprietary rights and we are unable to come to terms regarding a license with such parties, we

may be forced to modify our products to make them non-infringing, to pay substantial damages to our end users to discontinue their

use of or replace infringing technology sold to them with non-infringing technology, or to cease production of such products altogether.

Confidentiality

agreements with employees and third parties may not prevent unauthorized disclosure of trade secrets and other proprietary information,

and our inability to maintain the confidentiality of that information, due to unauthorized disclosure or use, or other event,

could have a material adverse effect on our business.

addition to the protection afforded by patents, we seek to rely on trade secret protection and confidentiality agreements to protect

proprietary know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce,

and any other elements of our product discovery and development processes that involve proprietary know-how, information, or technology

that is not covered by patents.

Trade secrets, however, may be difficult to protect.

We seek to protect our proprietary processes,

in part, by entering into confidentiality agreements with our employees, consultants, advisors, contractors and collaborators.

Although we use reasonable efforts to protect our trade secrets, our employees, consultants, advisors, contractors, and collaborators

might intentionally or inadvertently disclose our trade secret information to competitors.

In addition, competitors may otherwise

gain access to our trade secrets or independently develop substantially equivalent information and techniques.

Furthermore, the

laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner as the laws of the United

As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United

States and abroad.

If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties,

or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive

advantage in our market, which could materially adversely affect our business, operating results and financial condition.

nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

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our sales for the foreseeable future.

Should there be a disruption of Amazon services this may impact our sales adversely.

We are heavily reliant on David Phipps,

our Chairman, Chief Executive Officer and President, and Theresa Carlise, our Chief Financial Officer, Treasurer and Secretary,

and the departure or loss of either of them could disrupt our business.

The Company depends heavily

on the continued efforts of David Phipps, Chairman, Chief Executive Officer and President, and of Theresa Carlise, the Company’s

Chief Financial Officer, Treasurer and Secretary.

Phipps is the founder of GTCL and is essential to the Company’s

strategic vision and day-to-day operations and would be difficult to replace.

On June 14, 2018, the Company entered into a two-year

employment contract with Mr.

Phipps’

and we cannot be certain that he will desire to continue with us for the duration of

the employment term.

On March 13, 2020, the Company and David Phipps and Theresa Carlise, the Company’s Chief Executive

Officer and Chief Financial Officer, respectively, executed waivers of the provisions in their respective employment agreement

requiring prior written notice of non-renewal to the other party.

As a result, their respective employment terms with the Company

will not be automatically extended as set forth in such employment agreements and will terminate as of June 14, 2020.

The departure

Phipps or Ms.

Carlise or both of them, or the inability to timely hire and retain a qualified replacement, could negatively

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 costly.

are heavily reliant on David Phipps, our Chairman and Chief Executive Officer, and the departure or loss of David Phipps could

disrupt our business.

Company depends heavily on the continued efforts of David Phipps, Chairman, Chief Executive Officer and a director.

is the founder of GTC and is essential to the Company’s strategic vision and day-to-day operations and would be difficult

The departure or loss of Mr.

Phipps, or the inability to timely hire and retain a qualified replacement, could negatively

impact the Company’s ability to manage its business.

chairman, president, chief executive officer and controlling shareholder, David Phipps, has provided a personal guarantee to secure

a line of credit for the Company.

Company’s UK subsidiary, GTCL has an overadvance line of credit with HSBC, for working capital needs.

The overadvance limit

is £25,000 or $34,163 at an exchange rate of 1.3665, with interest at 5.50% over Bank of England’s base rate or current

rate of 6.25% variable.

The advance is guaranteed by David Phipps, the Company’s Chief Executive Officer.

The Company has

an American Express account for Orbital Satcom Corp.

and an American Express account for GTCL, both in the name of David Phipps

who personally guarantees the balance owed.

there is potential for conflicts of interest between his personal interests and ours whether his guaranty is called upon or not.

No assurance can be given that material conflicts will not arise that could be detrimental to our operations and financial prospects.

we are unable to recruit and retain key management, technical and sales personnel, our business would be negatively affected.

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to them and thus may not be able to attract the level of personnel needed for our business to succeed.

Approximately

73.3% of our revenues are from sales of products on Amazon and any limitation or restriction, temporarily or otherwise, to sell

on Amazon’s platform could have a material adverse impact to our business, results of operations, financial condition and

Approximately

73.3% of our products are sold on Amazon and are subject to Amazon’s terms of service and various other Amazon seller policies

that apply to third parties selling products on Amazon’s marketplace.

Amazon’s terms of service provide, among other

things, that it may terminate or suspend its agreement with any seller or any of its services being provided to a seller at any

time and for any reason.

In addition, if Amazon determines that any seller’s actions or performance, including ours, may

result in violations of its terms or policies, or create other risks to Amazon or to third parties, then Amazon may in its sole

discretion withhold any payments owed for as long as Amazon determines any related risk to Amazon or to third parties persist.

Further, if Amazon determines that any seller’s, including our, accounts have been used to engage in deceptive, fraudulent

or illegal activity, or that such accounts have repeatedly violated its policies, then Amazon may in its sole discretion permanently

withhold any payments owed.

In addition, Amazon in its sole discretion may suspend a seller account and product listings if Amazon

determines that a seller has engaged in conduct that violates any of its policies.

Any limitation or restriction on our ability

to sell on Amazon’s platform could have a material impact on our business, results of operations, financial condition and

We also rely on services provided by Amazon’s fulfillment platform which provides for expedited shipping to the

consumer, an important aspect in the buying decision for consumers.

Any inability to market our products for sale with delivery

could have a material impact on our business, results of operations, financial condition and prospects.

Failure to remain compliant

with the fulfillment practices on Amazon’s platform could have a material impact on our business, results of operations,

financial condition and prospects.

control deficiencies in our internal control over financial reporting may, until remedied, cause errors in our financial statements

or cause our filings with the SEC to not be timely.

disclosure controls and procedures were not effective for the period covered by this Annual Report due to our limited internal

of the end of the period covered by this Annual Report, our Certifying Officers have concluded that the Company’s disclosure

controls and procedures were not effective due to our limited internal audit functions and lack of ability to have multiple levels

of transaction review.

We believe our disclosure controls and procedures were and remain not effective due to our limited internal

audit functions and lack of ability to have multiple levels of transaction review in our internal control over financial reporting

as of December 31 2019, including those related to (i) a lack of segregation of duties within

accounting functions, which was exacerbated by our entrance into the mobile satellite communications business in December 2015

and consummation of the share exchange in February 2015, and (ii) the need for a new accounting system to effectively manage our

increased volume of transactions.

Ineffective internal control over financial reporting or disclosure controls and procedures

may result in errors in our financial statements that could require a restatement, or our filings may not be timely made with

We intend to implement additional corporate governance and control measures to strengthen our control environment as

we are able, but it takes management time and resources to achieve, and we may not achieve our desired objectives.

control environment, no matter how well designed and operated, can prevent or detect all errors or fraud.

as of December 31, 2020, including those related to (i) a lack of segregation of duties within accounting functions, and (ii)

the need for a new accounting system to effectively manage our increased volume of transactions.

If we do not remedy our internal

control over financial reporting or disclosure controls and procedures, there may be errors in our financial statements that could

require a restatement or our filings may not be timely made with the SEC.

We intend to implement additional corporate governance

and control measures to strengthen our control environment as we are able, but we may not achieve our desired objectives.

no control environment, no matter how well designed and operated, can prevent or detect all errors or fraud.

We may identify material

weaknesses and control deficiencies in our internal control over financial reporting in the future that may require remediation

and could lead investors losing confidence in our reported financial information, which could lead to a decline in our stock price.

Company may incur significant delays and/or expenses in addition to, impairing its ability to secure additional financing,

relating to the worldwide COVID-19 (coronavirus) pandemic.

in late 2019, there have been reports of the COVID-19 (coronavirus) outbreak originating in China, prompting government-imposed

quarantines, closures of certain travel and businesses, which outbreak evolved into a worldwide pandemic in March 2020.

presently unknown whether and to what extent the Company’s supply chains may be affected if the pandemic persists for an

extended period of time.

The Company may incur significant delays or expenses relating to such events outside of its control,

which could have a material adverse impact on its business, operating results and financial condition.

The Company’s

reliance on securing additional capital for its public company expenses may be impaired due to the effect on the U.S.

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

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

The continued drain

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

ability to continue operations.

While at present the Company has not experienced direct

adverse effect of the pandemic on its operations, the Company anticipates that the continued demands to provide working capital

may require the Company to engage in various cost-cutting measures, including, without limitation, temporary or permanent cutbacks

to its personnel, curtailing portion(s) of its operations, etc., which measures are likely to adversely affect the Company's future

operations, revenue as well as its ability to continue its current operations.

Related to Our Organization and Our Common Stock

and could lead investors to lose confidence in our reported financial information, which could lead to a decline in our stock

of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

Cyber-attacks

or other breaches of network or information technology (“IT”) security, natural disasters, terrorist acts or acts

of war may cause equipment failures or disrupt our systems and operations.

We may be subject to attempts to breach the security

of our networks and IT infrastructure through cyber-attacks, malware, computer viruses and other means of unauthorized access.

A failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result

in damage to our reputation.

To date, we have not been subject to cyber-attacks or other cyber incidents which, individually or

in the aggregate, resulted in a material impact to our operations or financial condition.

Non-compliance

with, or changes in, the legal and regulatory environment in the countries in which we operate could increase our costs or reduce

our net operating revenues.

business is subject to various laws and regulations in the US and in the countries throughout the world in which we do business,

including laws and regulations relating to commerce, intellectual property, trade, environmental, health and safety, commerce

and contracts, privacy and communications, consumer protection, web services, tax, and state corporate laws and securities laws;

and specifically in the communications equipment industry, many of which are still evolving and could be interpreted in ways that

could harm our business.

There is no assurance that we will be completely effective in ensuring our compliance with all applicable laws

and regulations.

Changes in applicable laws or regulations or evolving interpretations thereof, including increased government

regulations, may result in increased compliance costs, capital expenditures and other financial obligations for us and could affect

our profitability or impede the production or distribution of our products, which could affect our net operating revenues.

business activities may be subject to the Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010 (“UK

Bribery Act”), and other similar anti-bribery and anti-corruption laws of other countries in which we operate.

have conducted and have ongoing business operations in international locations, and may in the future initiate business operations

in additional countries other than the U.S.

Our business activities may be subject to the FCPA, the UK Bribery Act and other similar

anti-bribery or anti-corruption laws, regulations or rules of other countries in which we operate.

The FCPA generally prohibits

offering, promising, giving or authorizing others to give anything of value, either directly or indirectly, to a non-U.S.

official in order to influence official action or otherwise obtain or retain business.

The FCPA also requires public companies

to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain

an adequate system of internal accounting controls.

Our business is regulated and therefore involves interaction with public officials,

including officials of non-U.S.

There is no certainty that all of our employees, agents or contractors, or those

of our affiliates, will comply with all applicable laws and regulations, particularly given the high level of complexity of these

Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees,

the closing down of our facilities, requirements to obtain export licenses, cessation of business activities in sanctioned countries,

implementation of compliance programs and prohibitions on the conduct of our business.

Any such violations could include prohibitions

on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our international

expansion efforts, our ability to attract and retain employees and our business, prospects, operating results and financial condition.

Related to Our Securities

may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred

8 unchanged sentences

shares of our common stock may create downward pressure on the trading price of the common stock.

We will need to raise additional

capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue

additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including

at a price (or exercise or conversion prices) below the price an investor paid for stock.

May 13, 2019, the Company completed a private placement of convertible promissory notes (“Notes”) for an aggregate

principal amount of $805,000.

The Notes bear interest at a rate of 6% per annum, simple interest, and mature on the third anniversary

of the Issue Date.

The holders of the Notes (the “Holders”) have an optional right of conversion.

A Holder may elect

to convert its Note, and all of the Indebtedness outstanding as of such time, into the number of fully paid and non-assessable

shares of Common Stock (the “Conversion Shares”) as determined by dividing the Indebtedness by $0.10, subject to certain

adjustments, but excluding adjustment for a reserve stock split of no more than 1:20 contemplated by the Company at issue date.

The optional right of conversion is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock

outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion.

Therefore, full

conversion of the Notes would cause dilution to our existing common shareholders.

do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their investment.

will experience future dilution as a result of future equity offerings.

may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common

Although no assurances can be given that we will consummate a financing, in the event we do, or in the event we sell shares

of common stock or other securities convertible into shares of our common stock in the future, additional and substantial dilution

In addition, investors purchasing shares or other securities in the future could have rights superior to investors

in this offering.

do not anticipate paying dividends on our common stock.

dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the

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accept reduced coverage or incur substantially higher costs to obtain this coverage.

we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results

accurately or to prevent fraud.

Any inability to report and file our financial results accurately and timely could harm our reputation

and adversely impact the trading price of our common stock.

discussed above, to date, we have not been successful in maintaining an effective system of internal control.

Effective internal control is necessary for us to provide reliable financial reports and prevent fraud.

If we cannot provide reliable

financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control

environment existed, and our business and reputation with investors may be harmed.

As a result, our small size and any current

internal control deficiencies may adversely affect our financial condition, results of operation and access to capital.

company compliance may make it more difficult to attract and retain officers and directors.

Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in corporate governance practices of

public companies.

As a public company, we expect these new rules and regulations to increase our compliance costs in 2020 and

beyond and to make certain activities more time consuming and costly.

As a public company, we also expect that these new rules

and regulations may make it more difficult and expensive for us to obtain director and officer liability insurance in the future

and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or

similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of

Directors or as executive officers.

common stock is not traded on a national securities exchange.

common stock is currently quoted on the OTC Markets and is not heavily traded, which may increase price quotation volatility and

could limit the liquidity of the common stock, all of which may adversely affect the market price of the common stock and our

ability to raise additional capital.

Sarbanes-Oxley Act and rules subsequently implemented by the SEC have required changes in corporate governance practices of public

As a public company, we expect these rules and regulations to increase our compliance costs in 2021 and beyond

and to make certain activities more time consuming and costly.

As a public company, we also expect that these rules and regulations

may make it more difficult and expensive for us to obtain director and officer liability insurance in the future and we may be

required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as

executive officers.

ability of our Board of Directors to issue additional stock may prevent or make more difficult certain transactions, including

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is currently no active public market for shares of our common stock and one may never develop.

Our common stock is quoted on

the OTC Markets.

The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which

some investors may have more experience.

We may not ever be able to satisfy the listing requirements for our common stock to be

listed on a national securities exchange, which is often a more widely-traded and liquid market.

Some, but not all, of the factors

which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following:

stockholders’

Our common stock is quoted on the

The OTC Markets is a thinly traded market and lacks the liquidity of certain other public markets with which some

investors may have more experience.

We may not ever be able to satisfy the listing requirements for our common stock to be listed

on a national securities exchange, which is often a more widely-traded and liquid market.

Some, but not all, of the factors which

may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following:

our stockholders’

equity may be insufficient;

the market value of our outstanding securities may be too low;

our net income

from operations may be too low;

our net income from operations may

our common stock may not be sufficiently widely held;

we may not be able to secure market makers

for our common stock;

and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have

our common stock listed.

Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock

is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price

of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may

be subject to increased volatility, making it difficult or impossible to sell shares of our common stock.

publicly filed reports are subject to review by the SEC, and any significant changes or amendments required as a result of any

such review may result in material liability to us and may have a material adverse impact on the trading price of our common stock.

reports of publicly traded companies are subject to review by the SEC from time to time for the purpose of assisting companies

in complying with applicable disclosure requirements, and the SEC is required to undertake a comprehensive review of a company’s

reports at least once every three years under the Sarbanes-Oxley Act of 2002.

SEC reviews may be initiated at any time.

be required to modify, amend or reformulate information contained in prior filings as a result of an SEC review.

Any modification,

amendment or reformulation of information contained in such reports could be significant and result in material liability to us

and have a material adverse impact on the trading price of our common stock.

we may not be able to secure market makers for our common stock;

and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed.

Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for

listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could

suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility,

making it difficult or impossible to sell shares of our common stock.

common stock is subject to the “penny stock”

10 unchanged sentences

agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks

are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating

the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating

to the penny stock market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability

determination;

and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock”

This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of

our common stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the

commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and

the rights and remedies available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have

to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in

penny stocks.

In order to approve

a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information and investment

experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable

for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks

of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure

schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

(a) sets forth the basis on which

the broker or dealer made the suitability determination;

and (b) confirms that the broker or dealer received a signed, written

agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities

subject to the “penny stock”

This may make it more difficult for investors to dispose of our common stock and

cause a decline in the market value of our common stock.

Disclosure also has to be made about the risks of investing in penny

stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the

registered representative, current quotations for the securities and the rights and remedies available to an investor in cases

of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent price information for the

penny stock held in the account and information on the limited market in penny stocks.

stock price may be volatile.

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England for £2,128 (or approximately US$2,717) per month.

We estimate that this property

will meet the Company’s needs for the foreseeable future.

We estimate that this property will meet the Company’s

needs for the foreseeable future.

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 1A. Risk Factors