What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-22 compared with 2020-03-30 · 470 added, 155 removed, 181 unchanged (78% of the section changed)

1 unchanged sentence

August 19, 2019, our trading symbol changed to “TRKKD”, from “TRKK”, for a period of twenty business days,

after which it became “OSAT”, as a result of a reverse split of our common stock at a ratio of 1 for 15, the Common

Stock has the following new CUSIP number:

All share and per share information has been retroactively restated to reflect

the reverse split.

following table sets forth the high and low closing bid prices for our common stock for the fiscal quarter indicated as reported

on OTC Markets, as adjusted for;

our 150:1 reverse split approved by FINRA April 21, 2014, our 150:1 reverse split approved by

FINRA March 8, 2018, and our 15:1 reverse split approved by FINRA on August 19, 2019.

The quotations reflect inter-dealer prices,

without retail mark-up, mark-down or commission and may not represent actual transactions.

Our common stock is very thinly traded

and, thus, pricing of our common stock on OTC Markets does not necessarily represent its fair market value.

The last reported

sales price of our common stock on the OTC Markets on March 30, 2020 was $2.82 per

Year ended December 31, 2019

Quarter ended March 31, 2019

Quarter ended June 30, 2019

Quarter ended September 30, 2019

Quarter ended December 31, 2019

Year ended December 31, 2018

Quarter ended March 31, 2018

Quarter ended June 30, 2018

Quarter ended September 30, 2018

Quarter ended December 31, 2018

after which it became “OSAT.”

The following table sets forth the high and low closing bid prices for our common

stock for the fiscal quarter indicated as reported on OTC Markets.

The quotations reflect inter-dealer prices, without retail

mark-up, mark-down or commission and may not represent actual transactions.

Our common stock is very thinly traded and, thus,

pricing of our common stock on OTC Markets does not necessarily represent its fair market value.

The last reported sales price

of our common stock on the OTC Markets on March 9, 2021 was $3.50 per share.

ended December 31, 2020

ended March 31, 2020

ended June 30, 2020

ended September 30, 2020

ended December 31, 2020

ended December 31, 2019

ended March 31, 2019

ended June 30, 2019

ended September 30, 2019

ended December 31, 2019

Compensation Plan Information

of December 31, 2020, we had issued and outstanding options to purchase 3,000,044 shares of common stock.

The weighted average exercise

price of the options was $17.49.

Options totaling 19,044 were not issued under any equity compensation plan.

The weighted average

exercise price of the options was $0.47.

There were 20,000 options outstanding pursuant to the 2018 Incentive Plan with a weighted

average exercise price of $7.02.

following table provides pre-split information about our equity compensation plans as of December 31, 2019:

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Options totaling 19,044 were not issued under any equity compensation plan.

average exercise price of the options was $28.49.

There were 20,000 options outstanding pursuant to the 2018 Incentive Plan with

a weighted average exercise price of $7.02.

following table provides information about our equity compensation plans as of December 31, 2020

of securities to be issued upon exercise of outstanding options, warrants and rights

exercise price

of outstanding options,

warrants and rights

Number of securities remaining available for future issuance under equity compensation plans

Equity compensation plans –

of securities remaining available for future issuance under equity compensation plans

compensation plans –

2018 Incentive Plan (1)

Equity compensation plans not issued under an equity compensation plan

of March 30, 2020, we had 234,476 shares of our common stock issued and outstanding held by approximately 466 stockholders of

compensation plans not issued under an equity compensation plan (2)

compensation plans –

2020 Incentive Plan (3)

The 2020 Incentive Plan was approved and adopted by the Company’s Board of Directors, but not by the Company’s shareholders.

of March 17, 2021, we had 6,177,203 shares of our common stock issued and outstanding held by approximately 470 stockholders

have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in

4 unchanged sentences

Purchases of Equity Securities

the fourth quarter of fiscal year ended December 31, 2019, there were no repurchases made by us or on our behalf, or by any “affiliated

purchaser,”

of shares of our common stock, nor were there any sales of the Company’s unregistered securities during

the same fiscal period.

the year ended December 31, 2020, there were no repurchases made by us or on our behalf, or by any “affiliated purchaser,”

of shares of our common stock, nor were there any sales of the Company’s unregistered securities during the same fiscal

Selected Financial Data.

12 unchanged sentences

“will,”

“would,”

“plan,”

“vision”

and similar words are used to identify forward-looking statements.

29 unchanged sentences

the purchase of certain contracts.

August 19, 2019, we effected a reverse split in 1-for-15 ratio as applied to our common stock and preferred stock, as well as

the number of authorized shares for both classes.

As of December 31, 2019, we had 121,216 shares issued and outstanding post-split.

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

restated to reflect the most recently completed reverse split.

See Note 12 - Stockholders Equity.

The report of our independent

registered public accounting firm that accompanies our audited consolidated financial statements for the years ended December

31, 2019 and December 31, 2018 contain a going concern qualification in which such firm expressed substantial doubt about our

ability to continue as a going concern.

We had net cash used in operations of approximately $659,203 during the year ended December

At December 31, 2019, we had negative working capital of approximately $567,022.

Additionally, at December 31, 2019,

we had an accumulated deficit of approximately $11,115,178, net loss of $1,379,756 and stockholder’s equity of $639,709.

These matters and our expected needs for capital investments required to support operational growth raise substantial doubt about

our ability to continue as a going concern.

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

Our consolidated financial statements do not include any adjustments to reflect the possible effects on recoverability

and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as

a going concern.

2021 Financing

March 5, 2021, the Company entered into a Note Purchase Agreement (the “March 2021 NPA”) by and between the Company

and one individual accredited investor (the “Lender”).

Pursuant to the terms of the March 2021 NPA, the Company sold

a convertible promissory note with a principal amount of $350,000 (the “March 2021 Note”).

The March 2021 Note is

a general, unsecured obligation of the Company and bears simple interest at a rate of 7% per annum, and matures on the third anniversary

of the date of issuance (the “Maturity Date”), to the extent that the March 2021 Note and the principal amount and

any interest accrued thereunder have not been converted into shares of the Company’s common stock.

In the event that any

amount due under the March 2021 Note is not paid as and when due, such amount will accrue interest at the rate of 12% per year,

simple interest, non-compounding, until paid.

The Company may not pre-pay or redeem the March 2021 Note other than as required

by the Agreement.

The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021

Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s

common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $1.50 per share,

and (b) a 30% discount to the price of the common stock in the qualified transaction.

Following an event of default, the conversion

price shall be adjusted to be equal to the lower of:

(i) the then applicable conversion price or (ii) the price per share of 85%

of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion.

In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder,

on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid

interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in

such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events.

A “Qualified Transaction”

refers the completion of the public offering of the Company’s securities stock with

gross proceeds of at least $10,000,000 pursuant to which the Company’s securities become registered pursuant to Section

12(b) of the Securities Exchange Act of 1934, as amended, or a merger with a company listed on the Nasdaq or Canadian stock exchanges,

The Noteholder is granted registration rights and pre-emptive rights.

In addition, the March 2021 NPA includes customary

events of default, including, among others:

(i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder,

(iii) bankruptcy or insolvency.

The Company’s issuance of the March 2021 Note under the terms of the March 2021 NPA was

made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”)

in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

in the March 2021 Note is an “accredited investor”

as such term is defined in Rule 501(a) of Regulation D under the

Securities Act.

There were no discounts or brokerage fees associated with this offering.

The Company used the offering proceeds

for working capital and general corporate purposes.

Employment Agreements

March 11, 2021, the Company’s Board of Directors approved and adopted the terms and provisions of employment agreements

for David Phipps, the Company’s Chief Executive Officer, and Thomas Seifert, the Company’s Chief Financial Officer.

initial term of Mr.

Phipps’

employment is one year commencing on March 11, 2021 which term will be automatically extended

for additional one-year terms thereafter unless terminated by the Company or the executive by written notice.

CEO’s annual

base compensation is an aggregate of $180,000 payable by the Company and £50,000 (or approximately $70,000) payable through

the Company’s wholly owned subsidiary, Global Telesat Communications Ltd., subject to periodic review and modification by

the Board upon occurrence of material events relating to the Company’s financial and business performance, including, without

limitation, the Company’s listing of its capital stock on a national securities exchange.

In addition, Mr.

Phipps will be

entitled to receive an annual cash bonus in an amount equal to up to 150% of his base salary if the Company meets or exceeds performance

criteria to be adopted by the Compensation Committee of the Board, once established, and any other additional bonuses as may be

determined by the Board.

Phipps is entitled to receive various other benefits if and to the extent available to the employees

of the Company.

The employment agreement may be terminated based on death or disability of the executive, for cause or without

good reason, for cause or with good reason, and as a result of the change of control of the Company.

The employment agreement

also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition

and non-solicitation covenants, indemnification provisions, etc.

initial term of Mr.

Seifert’s employment is one year commencing on March 11, 2021 which term will be automatically extended

for additional one-year terms thereafter unless terminated by the Company or the executive by written notice.

CFO’s annual

base compensation is $150,000 payable by the Company, subject to periodic review and modification by the Board’s Compensation

Committee, once established.

Seifert will be entitled to receive an annual cash bonus in an amount equal to up to 150% of

his base salary if the Company meets or exceeds performance criteria to be adopted by the Compensation Committee of the Board,

once established, and any other additional bonuses as may be determined by the Board.

Seifert is entitled to receive various

other benefits if and to the extent available to the employees of the Company.

The employment agreement may be terminated based

on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the

change of control of the Company.

The employment agreement also contains certain provisions that are customary for agreements

of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc.

2020 Equity Incentive Plan

August 21, 2020, the Company’s Board of Directors approved and adopted the Company’s 2020 Equity Incentive Plan (the

“Plan”).

The purpose of the Plan is to provide a means for the Company to continue to attract, motivate and retain

management, key employees, directors and consultants.

The Plan provides that up to a maximum of 2,250,000 shares of the Company’s

common stock, subject to adjustment, are available for issuance under the Plan.

On December 31, 2020, the Company’s Board

of Directors approved and adopted an amendment that increases the maximum from 2,250,000 to 4,000,000 shares of the Company’s

common stock.

Following the adoption of the Plan, the Board approved issuances of certain stock options to its executives, directors

and employees under the Plan.

Specifically, the stock options issued to David Phipps, CEO (1,500,000), Thomas Seifert, CFO (250,000)

and Hector Delgado, a Board member (50,000), all have an exercise price of $0.25 per share, respectively, fully vest upon issuance

and expire on December 30, 2030.

In addition, the Board approved additional 850,000 stock options to the Company’s 6 key

employees and consultants, on the same terms as those issued to the Company’s officers and director.

2020 Finan cing

December 1, 2020, the Company entered into a Note Purchase Agreement (the “December 2020 NPA”) by and among the Company

and certain lenders set forth on the lender schedule to the December 2020 NPA (the “Lenders”).

Pursuant to the terms

of the December 2020 NPA, the Company sold an aggregate principal amount of $244,000 of its convertible promissory notes (the

“December 2020 Notes”).

The December 2020 Notes are general, unsecured obligations of the Company and bear simple

interest at a rate of 6% per annum, and mature on the third anniversary of the date of issuance (the “Maturity Date”),

to the extent that the December 2020 Notes and the principal amounts and any interest accrued thereunder have not been converted

into shares of the Company’s common stock.

In the event that any amount due under the December 2020 Notes is not paid as

and when due, such amounts will accrue interest at the rate of 12% per year, simple interest, non-compounding, until paid.

Company may not pre-pay or redeem the December 2020 Notes other than as required by the Agreement.

The December 2020 Note holders

have an optional right of conversion such that a Noteholder may elect to convert his December 2020 Note, in whole or in part,

outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined

by dividing the outstanding indebtedness by $0.25, subject to certain adjustments.

This optional right of conversion is subject

to a beneficial ownership limitation of 9.99% of the number of shares of the Company’s common stock outstanding immediately

after giving effect to the share issuance upon conversion.

The holders of the December 2020 Notes are granted demand registration

rights and pre-emptive rights.

In addition, the December 2020 NPA includes customary events of default, including, among others:

(i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency.

the occurrence of an event of default, a majority of the Holders may accelerate the maturity of the Indebtedness.

used the offering proceeds for business development, investment in increased inventory and other strategic growth initiatives,

including market expansion and personnel recruitment.

April 20, 2020, the Board of Directors of the Company, approved for its wholly owned UK subsidiary, Global Telesat Communications

LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £250,000.

On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”)

by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £250,000, or USD$341,625 at an

exchange rate of GBP:USD of 1.3665.

The Debenture bears interest beginning July 16, 2021, at a rate of 3.99% per annum over the

Bank of England Base Rate (0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture.

Debenture has a term of 6 years from the date of drawdown, July 15, 2026, the “Maturity Date”.

The first repayment

of £4,166.67 (exclusive of interest) will be made 13 month(s) after July 16, 2020.

Voluntary prepayments are allowed with

5 business days’

written notice and the amount of the prepayment is equal to 10% or more of the Limit or, if less, the balance

of the debenture.

The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds

of the Debenture are to be used for general corporate and working capital purposes.

The Debenture includes customary events of

default, including, among others:

(i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii)

bankruptcy or insolvency (each, an “Event of Default”).

Upon the occurrence of an Event of Default, the Debenture

becomes payable upon demand.

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

the years ended December 31, 2020 and December 31, 2019 contain a going concern qualification in which such firm expressed substantial

doubt about our ability to continue as a going concern.

We had net cash used in operations of $861,981 during the year ended December

At December 31, 2020, the Company had an accumulated deficit of $13,878,553, negative working capital of $144,058

and net loss of $2,763,375 during the year ended December 31, 2020.

These factors raise substantial doubt about the

Company’s ability to continue as a going concern for one year from the issuance of the financial statements.

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.

Our consolidated financial statements do not include

any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification

of liabilities that may result from our inability to continue as a going concern.

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 additional 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 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 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.

Accounting Policies and Estimates

13 unchanged sentences

an award based on the grant-date fair value of the award.

Pursuant to ASC Topic

718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement

to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement

The expense is recognized over the vesting period of the award.

13 unchanged sentences

Significant estimates made by management include, but

are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services.

are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued

for services.

of Exchange Rate on Results

16 unchanged sentences

rate at 1.286618 US$:

GBP, for the year ended 2018 closing rate at 1.274700 US$:

GBP, average rate at 1.296229 US$:

GBP, for the year ended December 31, 2019 closing rate at 1.3262 US$:

GBP, yearly average rate at 1.276933

represents 64.1% of total company sales and as such, currency rate variances have an impact on results.

1 unchanged sentence

31, 2020 the net effect on revenues were impacted by the differences in exchange rate from yearly average exchange of 1.276933

Had the yearly average rate remained, sales would have been lower by $35,347.

GTCL comparable sales in GBP, its home

currency, decreased 8.0% or £251,733, from £3,142,634 to £2,890,901 for the year ended December 31, 2020 as

compared to December 31, 2019.

represents 68.4% of total company sales and as such, currency rate variances have an impact on results.

For the year ended December

31, 2019 the net effect on revenues were impacted by the differences in exchange rate from yearly average exchange of 1.296229

Had the yearly average rate remained, sales would have been higher by $156,037.

2 unchanged sentences

as compared to December 31, 2018.

represents 68.5% of total company sales and as such, currency rate variances have an impact on results.

For the year ended December

31, 2018 the net effect on revenues were impacted by the differences in exchange rate from yearly average exchange of 1.288190

Had the yearly average rate remained, sales would have been lower by $24,320.

GTCL comparable sales in GBP, its home

currency, decreased 2.4% or £72,892, from £3,098,112 to £3,025,220 for the year ended December 31, 2018 as compared

to December 31, 2017.

of Operations

For the years ended December 31, 2020 and 2019, revenues generated were approximately $5,689,796 and $5,869,558,

an increase of $142,986 or 2.5%.

a decrease of $179,762 or 3.1%.

Revenues were derived primarily from the sales of satellite phones, locator beacons, GPS trackers,

3 unchanged sentences

$183,531, from $1,856,625 to $2,040,156.

Comparable sales for GTCL increased 2.3% or $91,883, from $3,921,049 to $4,012,932.

sales increase is attributable to increased Amazon sales and product selections.

Comparable sales for GTCL decreased 9.1% or $363,292, from $4,012,932 to $3,649,640.

The overall sales increase is attributable to increased sales through Amazon storefronts and product selections,

which constituted 73.3% and 56.9% of our total sales for the years ended December 31, 2020 and 2019, respectively.

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.

During the years ended December 31, 2020 and 2019, cost of revenues decreased to $4,464,476 compared to $4,646,180

for the year ended December 31, 2019, a decrease of $181,704 or 3.9%.

We expect our cost of revenues to continue to increase during

We expect our cost of revenues to increase during

fiscal 2021 and beyond, as we expand our operations and begin generating additional revenues under our current business.

3 unchanged sentences

The increase in margin was attributable to new product lines with higher

Total operating expenses for the year ended December 31, 2019 were $2,334,706, an increase of $170,246,

or 7.9%, from total operating expenses for the year ended December 31, 2018, of $2,164,460.

Total operating expenses for the year ended December 31, 2020 were $3,259,200, an increase of $924,494, or

39.6%, from total operating expenses for the year ended December 31, 2019, of $2,334,706.

general and administrative expenses were $694,361 and $761,237 for the years ended December 31, 2020 and 2019, respectively,

representing an increase of $96,418 or 14.5%.

The increase is attributable to:

impairment of research and development

representing a decrease of $66,875 or 8.8%.

The decrease is primarily attributable to a 2019 impairment of research and development

for $50,000 for the Company’s impairment of its investment on February 19, 2015, for its dual mode tracker, which it has

yet to launch, an increase in travel between the Company’s offices in the UK to US, an increase in medical insurance premiums,

filing fees for the State of Nevada, offset by the charge in 2018, of UK personal property tax, which was for a two year period.

yet to launch.

Additionally, there was a decrease in travel between the Company’s offices in the UK to US directly associated

with US and UK government lockdowns due to the COVID-19 pandemic.

We anticipate that travel expenses will increase after

the COVID-19 travel restrictions are lifted.

wages and payroll taxes were $769,391 and $732,498 for the year ended December 31, 2020 and 2019, respectively, representing

a decrease of $9,086, or 1.2%.

The decrease was attributable to a reduction of personnel.

based compensation for the year ended December 31, 2019 were non-cash expenses.

For the years ended December 31, 2019 and

2018, the Company recorded $0 and $219,518 for stock-based compensation.

For the year ended December 31, 2018, the expense was

for fully vested options to purchase 4,583 shares of the Company’s stock with a fair market value of $20.70 per share at

an exercise price of $22.50 and $25.50 to management and a director and 55,417 shares of the Company’s stock with a fair

market value of $2.25 per share at an exercise price of $2.25 and $2.55, for the year ended December 31, 2018.

fees were $565,643 and $249,675 for the years ended December 31, 2019 and 2018, respectively, representing an increase of

$315,968 or 126.6%.

The increase was attributable to the Company’s increase in consulting fees of $227,158, due to the restructuring

of the Company’s capitalization structure, an increase of legal expenses of $63,984, investor relations fees of $7,000 and

accounting fees of $25,585, primarily related to international value added tax, “VAT”

compliance, offset by a reduction

of public company expense of $7,759.

and amortization expenses were $275,328 and $288,864 for the years ended December 31, 2019 and 2018, respectively,

representing a decrease of $13,536, or 4.7%.

The decrease was attributable to fully amortized assets.

an increase of $36,893, or 5.0%.

The increase was attributable to an increase in personnel.

based compensation for the year ended December 31, 2020 and 2019 were non-cash expenses.

For the years ended December 31,

2020 and 2019, the Company recorded $830,900 and $0 for stock-based compensation.

For the year ended December 31, 2020,

the expense was for the issuance of 2,752,000 fully vested options to purchase shares of the Company’s stock to management

and a director with an average exercise price of $0.24.

fees were $669,622 and $565,643 for the years ended December 31, 2020 and 2019, respectively, representing an increase

of $103,979 or 18.4%.

The increase was primarily due to the issuance of 30,000 shares of the Company’s stock

to consultants valued at $74,000, a decrease of legal expenses of $26,770, an increase of investor relations fees

of $17,500 and a decrease in accounting fees of $21,205 and a reduction of public company expense of $8,564.

and amortization expenses were $294,926 and $275,328 for the years ended December 31, 2020 and 2019, respectively, representing

an increase of $19,598, or 7.1%.

The increase was attributable to depreciation associated to the company’s investment in

updating Company websites.

expect our expenses in each of these areas to continue to increase during fiscal 2021 and beyond as we expand our operations and

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and 2019 respectively, representing an increase of $461,813 or 173.0%.

The increase is primarily attributable interest

expense and change in fair value of derivative instruments related to convertible debt and exchange rate variances.

The increase was attributable to the Company’s

increase in interest expense of $728,529, which is primarily due to an increase in notes payable and convertible debt offset by

a decrease of $69,677 in the fair value of derivative instruments related to convertible debt and increases of $134,584

in gain on the extinguishment of debt and $38,355 in exchange rate variances.

Loss before Income Taxes .

We recorded net loss before income tax of $1,379,009 for the year ended December 31, 2019 as compared

to a net loss of $1,186,172, for the year ended December 31, 2018.

The decrease is a result of the factors as described above.

We recorded net loss before income tax of $2,763,375 for the year ended December 31, 2020

as compared to a net loss of $1,379,009, for the year ended December 31, 2019.

The increase is a result of the factors as described

for Income Taxes and Income Tax Expense .

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of $0 and $747, respectively.

The decrease was attributable to a decrease in provision for income taxes for UK taxes related

to its subsidiary, GTCL, for the year ended December 31, 2018.

We recorded net loss after income tax of $1,379,756 for the year ended December 31, 2019 as compared to a net loss of

$1,194,706 for the year ended December 31, 2018.

The decrease is a result of the factors as described above.

The decrease was attributable to a decrease in provision for income taxes for UK taxes related to

its subsidiary, GTCL, for the year ended December 31, 2020.

We recorded net loss after income tax of $2,763,375 for the year ended December 31, 2020 as compared to a net

loss of $1,379,756 for the year ended December 31, 2019.

The increase is a result of the factors as described above.

Comprehensive

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of $(40,680) and $4,020, respectively.

The fluctuations of the increase/decrease are primarily attributable to exchange

rate variances.

Comprehensive loss for the year ended December 31, 2019 was $1,375,736 as compared to loss of $1,200,479

for the year ended December 31, 2018.

The fluctuations of the increase/decrease are primarily attributable to exchange rate variances.

Comprehensive loss for the year ended December 31, 2020 was $2,804,055 as compared to loss of $1,375,736 for the year ended

December 31, 2019.

and Capital Resources

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able to obtain the capital we require on a timely basis or on terms acceptable to us.

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.

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.

is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise

1 unchanged sentence

At December 31, 2020, we had a cash balance of $728,762 and negative working capital is approximately

We reported a net increase in cash for the year ended December 31, 2020 as compared to December 31, 2019 of $653,400

primarily as a result of net cash proceeds received from payroll protection loans, UK COVID-19 loans and convertible debt, offset

by the use of cash in operations.

do not believe that our existing working capital and our future cash flows from operating activities will provide sufficient cash

to enable us to meet our operating needs and debt requirements for the next twelve months.

Financing Activ ities

2021 Financing

March 5, 2021, the Company entered into a Note Purchase Agreement by and between the Company and one individual accredited investor

where the Company sold a convertible promissory note with a principal amount of $350,000 (the “March 2021 Note”).

The Noteholder has an optional right of conversion such that the Noteholder may elect to convert his Note, in whole or in part,

outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined

by dividing the indebtedness under the March 2021 Note by a price equal to the lesser of (a) $1.50 per share, and (b) a 30% discount

to the price of the common stock in the qualified transaction, subject to certain adjustments.

2020 Financing

December 1, 2020, the Company entered into a Note Purchase Agreement by and among the Company and certain lenders where the Company

sold an aggregate principal amount of $244,000 of its convertible promissory notes (the “December 2020 Notes”).

December 2020 Note holders have an optional right of conversion such that a Noteholder may elect to convert his December 2020

Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s

common stock as determined by dividing the outstanding indebtedness by $0.25, subject to certain adjustments.

2020 Financing

August 21, 2020, the Company entered into a Note Purchase Agreement by and among the Company and certain lenders where the Company

sold an aggregate principal amount of $933,000 of its convertible promissory notes (the “August 2020 Notes”).

August 2020 Note holders have an optional right of conversion such that a Noteholder may elect to convert his August 2020 Note,

in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s

common stock as determined by dividing the outstanding indebtedness by $0.20, subject to certain adjustments.

Protection Program Loan

May 8, 2020, Orbsat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan.

The loan is for

$20,832 and has a term of 2 years, of which the first 6 months are deferred at an interest rate of 1%.

As of December 31, 2020,

the Company has recorded $15,624 as current portion of notes payable and $5,208 as notes payable long term.

April 20, 2020, the Board of Directors of the Company, approved for its wholly owned UK subsidiary, Global Telesat Communications

LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £250,000.

On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement (“Debenture”)

by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £250,000, or USD$341,625 at an

exchange rate of GBP:USD of 1.3665.

The Debenture bears interest beginning July 16, 2021, at a rate of 3.99% per annum over the

Bank of England Base Rate (0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture.

Debenture has a term of 6 years from the date of drawdown, July 15, 2026, the “Maturity Date”.

The first repayment

of £4,166.67 (exclusive of interest) will be made 13 month(s) after July 16, 2020.

Voluntary prepayments are allowed with

5 business days’

written notice and the amount of the prepayment is equal to 10% or more of the Limit or, if less, the balance

of the debenture.

The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds

of the Debenture are to be used for general corporate and working capital purposes.

Line of Credit

October 9, 2019, Orbital Satcom Corp., entered into a short-term loan agreement for $29,000, with Amazon.

The one-year term loan

is paid monthly, has an interest rate of 9.72%, with late payment penalty interest of 11.72%.

For the years ended December 31,

2020 and 2019, the Company recorded interest expense of $952 and $574, respectively.

The short-term line of credit balance as

of December 31, 2020 and 2019, was $0 and $24,483.

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

The over-advance

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.

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.

current assets at December 31, 2020 increased 22.7% to $1,372,467, from $877,446 or an increase of $495,021, for December 31,

The decrease included cash of $67,526 and unbilled revenue of $11,029, increases in accounts receivable of

The increase included cash of $653,400 and decreases in unbilled revenue of $495, decreases in accounts receivable of $67,322,

inventory of $4,876, prepaid expenses of $16,812 and other current assets of $68,874.

expenses primarily represent services to consultants, which are amortized over the length of the contract.

liabilities at December 31, 2019 increased to $1,444,468 from $1,056,287 or an increase of 388,181, or 36.8%

Prepaid expenses primarily represent services

to consultants, which are amortized over the length of the contract.

current liabilities at December 31, 2020 increased to $1,516,525 from $1,444,468 or an increase of $72,057, or 5.0%

from December 31, 2019.

The increase is comprised of an increase in:

accounts payable of $289,751, contract

liabilities of $21,506, related party payable of $12,044, advances from Amazon of $24,483, and provision for income taxes

$11,160 and lease liabilities of $29,237.

Operating Activities

Net cash flows used in

operating activities for the year ended December 31, 2019 amounted to $659,203 and were attributable to;

our net loss of $1,379,756,

gain from debt extinguishment of $134,677, offset by;

depreciation and amortization expense of $275,328, right of use of $9,552,

impairment of other asset of $50,000, amortization of convertible debt of $257,445, change in fair value of derivative liabilities

$69,677, and convertible debt issued for services of $113,000.

Changes in operating assets and liabilities were reflected by increases

in accounts receivable of $73,827, inventory of $97,274, prepaid and other current assets of $69,743, contract liabilities

of $21,506, provision for income taxes of $11,160, increases in accounts payable and accrued expenses of $289,751 and lease liability of $12,374.

cash flows used in operating activities for the year ended December 31, 2018 amounted to $590,185 and were attributable to our

net loss of $1,194,706, offset by stock-based compensation of $219,518, depreciation and amortization expense of $288,864, and

imputed interest of $110.

Changes in operating assets and liabilities were reflected by decreases in accounts receivable of $123,968,

inventory of $63,870, unbilled revenue of $2,435, prepaid and other current assets of $85,028, deferred revenue of

$196,288 and provision for income taxes of $1,765, increases in accounts payable and accrued expenses of $18,781.

The increase is comprised of a decrease in accounts payable of $111,616, contract liabilities

of $4,503, Amazon line of credit of $24,483, and provision for income taxes $2,899 and an increase in related party payable of

$50,989 and the current portion of notes payable of $137,472.

cash flows used in operating activities for the year ended December 31, 2020 amounted to $836,980 and were attributable

our net loss of $2,763,375, gain from debt extinguishment of $269,261, offset by;

depreciation and amortization expense

of $294,926, right of use of $28,073 stock-based compensation of $74,000, amortization debt discount of convertible

debt of $956,554, and the fair value of options issued of $830,900.

Changes in operating assets and liabilities

were reflected by decreases in accounts receivable of $67,322, inventory of $4,876, prepaid and other current assets of $85,686,

accounts payable and accrued expenses of $111,616, provision for income taxes of $2,899, contract liabilities of $4,503,

and lease liability of $28,158.

cash flows used in operating activities for the year ended December 31, 2019 amounted to $659,203 and were attributable to;

net loss of $1,379,756, gain from debt extinguishment of $134,677, offset by;

depreciation and amortization expense of $275,328,

right of use of $9,552, impairment of other asset of $50,000, amortization of convertible debt of $257,445, change in fair value

of derivative liabilities $69,677, and convertible debt issued for services of $113,000.

Changes in operating assets and liabilities

were reflected by increases in accounts receivable of $73,827, inventory of $97,274, prepaid and other current assets of $69,743,

contract liabilities of $21,506, provision for income taxes of $11,160, increases in accounts payable and accrued expenses of

$289,751 and lease liability of $12,374.

cash flows used in investing activities were $34,903 and $70,194 for the years ended December 31, 2020 and 2019, respectively.

For the year ended December 31, 2019, we purchased property and equipment of $70,194.

For the year ended December 31, 2018, purchased

of property and equipment of $30,331.

cash flows provided by financing activities were $659,327 and $532,029 for the years ended December 31, 2019 and 2018, respectively.

For the year ended December 31, 2020, we purchased property and equipment and websites upgrades of $34,903.

For the year ended

December 31, 2019, purchased of property and equipment of $70,194.

cash flows provided by financing activities were $1,565,963 and $659,327 for the years ended December 31, 2020 and 2019,

respectively.

During the year ended December 31, 2020, we had proceeds from;

related party for $12,044 convertible debt $757,000 and net

advances from Amazon line of credit of $24,483.

For the year ended December 31, 2019 we had repayments of convertible debt

of $87,778 and notes payable of $46,422.

During the year ended December 31, 2018, we had proceeds from related party for $32,029

and proceeds from the sale of our Convertible Preferred Series J stock of $200,000 and Convertible Preferred Series L stock of

related party for $50,989, convertible debt $1,177,000

and proceeds from notes payable of 362,457.

For the year ended December 31, 2020, we had repayments of the Amazon line of

credit of $24,483.

During the year ended December 31, 2019, we had proceeds from;

related party for $12,044 convertible debt $757,000

and net advances from Amazon line of credit of $24,483.

For the year ended December 31, 2019 we had repayments of convertible

debt of $87,778 and notes payable of $46,422.

Sheet Arrangements

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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 5. Market for Registrant’s Common Equity