What changed in this filing

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Item 1. Financial Statements

2021-08-17 compared with 2021-05-17 · 1163 added, 1194 removed, 344 unchanged (87% of the section changed)

Financial Statements

Company’s unaudited financial statements for the three months ended March 31, 2021 and for comparable periods in the prior

year are included below.

The financial statements should be read in conjunction with the notes to financial statements that follow.

unaudited financial statements of Orbsat Corp (“Orbsat,” the “Company,” “we,” or “our”),

for the six months ended June 30, 2021 and for comparable periods in the prior year are included below.

The financial statements

should be read in conjunction with the notes to financial statements that follow.

CORP AND SUBSIDIARIES

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS AS OF

March 31, 2021

June 30, 2021

December 31, 2020

2 unchanged sentences

Unbilled revenue

VAT receivable

Prepaid expenses

3 unchanged sentences

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

1 unchanged sentence

Contract liabilities

Note payable –

current portion

Note payable Coronavirus loans–

current portion

Note payable – current portion

Note payable Coronavirus loans– current portion

Due to related party

4 unchanged sentences

Long term liabilities:

Convertible debt, net of discount, unamortized, $924,199 and

$1,084,944, respectively

Note payable Coronavirus loans–

Lease liabilities –

Convertible debt, net of discount, unamortized, $ 0 and $ 1,084,944 , respectively

Note payable Coronavirus loans– long term

Lease liabilities – long term

Total Liabilities

Stockholders’

Preferred Stock, $0.0001 par value;

3,333,333 shares authorized, 0 shares issued and outstanding

Common stock, ($0.0001 par value;

50,000,000 shares authorized, 6,177,203 shares issued and outstanding as of March 31, 2021 and 4,080,017 outstanding at December 31, 2020, respectively)

Stockholders’ Equity:

Common stock, ($ 0.0001

50,000,000 shares authorized,

5,476,918 shares issued and outstanding as

of June 30, 2021 and 817,450 shares issued and outstanding

at December 31, 2020, respectively)

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive income

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ equity

Total liabilities and stockholders’ equity

the accompanying notes to the unaudited condensed consolidated financial statements.

4 unchanged sentences

Three Months Ended

June 30, 2021

Three Months Ended

March 31, 2021

March 31, 2020

June 30, 2020

Six Months Ended

June 30, 2021

Six Months Ended

June 30, 2020

Cost of sales

Operating expenses:

Selling, general and administrative

Selling and general administrative

Salaries, wages and payroll taxes

3 unchanged sentences

Loss before other expenses and income taxes

Other (income) expense

Gain on debt extinguishment

Interest earned

Interest expense

Foreign currency exchange rate variance

Total other expenses

Total other (income) expense

Net (loss) income before tax expense

$ ( 1,458,394 )

$ ( 2,261,536 )

$ ( 258,294 )

Provision for income taxes

Net (loss) income

( 1,458,394 )

( 2,261,536 )

Comprehensive Income:

Net (loss) income

( 1,458,394 )

( 2,261,536 )

Foreign currency translation adjustments

Comprehensive loss

Net loss Per Share - Basic & Diluted

Weighted average common shares outstanding - Basic & Diluted

Comprehensive income (loss)

$ ( 1,472,738 )

$ ( 2,274,269 )

$ ( 267,160 )

NET LOSS INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

Weighted number of common shares outstanding – basic & diluted

Basic and diluted net (loss) income per share

the accompanying notes to the unaudited condensed consolidated financial statements.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

Preferred Stock - Series A

Preferred Stock - Series B

Preferred Stock - Series C

$0.0001 Par Value

Balance, December 31, 2020

Issuance common stock from convertible debt

Comprehensive loss

Balance, March 31, 2021

the Three Months Ended March 31, 2020

Preferred Stock - Series A

Preferred Stock - Series B

Preferred Stock - Series C

$0.0001 Par Value

Balance, December 31, 2019

Exercise of options to common

Comprehensive loss

Balance, March 31, 2020

accompanying notes to unaudited condensed consolidated financial statements.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

Preferred Stock - Series D

Preferred Stock - Series E

Preferred Stock - Series F

$0.0001 Par Value

Balance, December 31, 2020

Issuance common stock from convertible debt

Comprehensive loss

Balance, March 31, 2021

the Three Months Ended March 31, 2020

Preferred Stock - Series D

Preferred Stock - Series E

Preferred Stock - Series F

$0.0001 Par Value

Balance, December 31, 2019

Exercise of options to common

Comprehensive loss

Balance, March 31, 2020

accompanying notes to unaudited condensed consolidated financial statements.

CORP AND SUBSIDIARIES

AND SUBSIDIARIES

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

Preferred Stock - Series G

Preferred Stock - Series H

Preferred Stock - Series I

$0.0001 Par Value

Balance, December 31, 2020

Issuance common stock from convertible debt

Comprehensive loss

Balance, March 31, 2021

the Three Months Ended March 31, 2020

Preferred Stock -

$0.0001 Par Value

Balance, December 31, 2019

Exercise of options to common

Comprehensive loss

Balance, March 31, 2020

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

the Six Months Ended June 30, 2021

Comprehensive

Stockholders’

December 31, 2020

$ ( 13,878,553 )

common stock from convertible debt

of common related to offering

of common for over-allotment

of warrants for over-allotment

of common stock from exercise of warrant

of common for services

conversion feature of convertible debt

Comprehensive

Issuance of warrants for over-allotment

( 2,261,536 )

June 30, 2021

$ ( 16,140,089 )

the Six Months Ended June 30, 2020

Comprehensive

Stockholders’

December 31, 2019

$ ( 11,115,178 )

common stock from convertible debt

Comprehensive

June 30, 2020

$ ( 11,373,472 )

accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

Preferred Stock - Series J

Preferred Stock - Series K

Preferred Stock - Series L

$0.0001 Par Value

Balance, December 31, 2020

Issuance common stock from convertible debt

Comprehensive loss

Balance, March 31, 2021

the Three Months Ended March 31, 2020

Preferred Stock –

$0.0001 Par Value

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

the Three Months Ended June 30, 2021

$0.0001 Par Value

Balance, December 31, 2019

Exercise of options to common

Comprehensive loss

Comprehensive

Stockholders’

Income (Loss)

Balance, March 31, 2021

accompanying notes to unaudited condensed consolidated financial statements.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

$0.0001 Par Value

Balance, December 31, 2020

$ ( 14,681,695 )

Issuance common stock from convertible debt

Beneficial conversion feature of convertible debt

Stock based compensation

Issuance of common related to offering

Issuance of common for over-allotment

Issuance of warrants for over-allotment

Issuance of common stock from exercise warrant

Comprehensive loss

Balance, March 31, 2021

( 1,458,394 )

the Three Months Ended March 31, 2020

$0.0001 Par Value

Balance, December 31, 2019

( 1,458,394 )

Issuance common stock from convertible debt

Comprehensive loss

Balance, March 31, 2020

Balance, June 30, 2021

$ ( 16,140,089 )

accompanying notes to unaudited condensed consolidated financial statements.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’

the Three Months Ended March 31, 2021

the Three Months Ended June 30, 2020

Comprehensive

Stockholders’

Income (Loss)

Balance, December 31, 2020

Issuance common stock from convertible debt

Beneficial conversion feature of convertible debt

Stock based compensation

Comprehensive gain

Balance, March 31, 2021

the Three Months Ended March 31, 2020

Stockholders’

March 31, 2020

$ ( 11,400,038 )

common stock from convertible debt

Comprehensive

Stockholders’

income (loss)

Balance, December 31, 2019

Issuance common stock from convertible debt

Exercise of options to common

Comprehensive loss

Balance, March 31, 2020

June 30, 2020

$ ( 11,373,472 )

accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED

March 31, 2021

March 31, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation expense

Amortization of intangible asset

Amortization of right to use

Amortization of convertible debt, net

Stock based compensation

Change in operating assets and liabilities:

Accounts receivable

Unbilled revenue

Prepaid expense

Other current assets

Accounts payable and accrued liabilities

Lease liabilities

Provision for income taxes

Contract liabilities

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of note payable, related party, net

Repayments of notes payable

Proceeds of convertible debt

Net cash provided by financing activities

Effect of exchange rate on cash

Net (decrease) increase in cash

Cash beginning of period

Cash end of period

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the period for

Non-cash adjustments during the period for

Beneficial conversion feature on convertible debt

Conversion of convertible debt into common shares

Obtaining right of use asset for lease liability

THE SIX MONTHS ENDED

FLOWS FROM OPERATING ACTIVITIES:

to reconcile net loss to net cash provided by (used in) operating activities:

of intangible asset

Stock base compensation

of right to use

of convertible debt, net

on debt extinguishment

in operating assets and liabilities:

current assets

payable and accrued liabilities

for income taxes

cash (used in) provided by operating activities

FLOWS FROM INVESTING ACTIVITIES:

of property and equipment

cash used in investing activities

FLOWS FROM FINANCING ACTIVITIES:

from convertible note payable

from related party note payable

from common stock offering

from warrant offering

from exercise of warrant

of line of credit

of note payable

cash provided by financing activities

of exchange rate on cash

increase in cash

beginning of period

end of period

CASH FLOW INFORMATION

paid during the period for

adjustments during the period for

conversion feature on convertible debt

of convertible debt into common shares

right of use asset for lease liability

the accompanying notes to the unaudited condensed consolidated financial statements.

4 unchanged sentences

accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles

generally accepted in the United States for interim financial statements and do not include all the information and footnotes

required by accounting principles generally accepted in the United States for complete financial statements.

The information furnished

reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order

to make the financial statements not misleading.

The unaudited financial statements for the three months ending March 31, 2021,

are not necessarily indicative of the results for the remainder of the fiscal year.

The consolidated financial statements as of

December 31, 2020, have been audited by an independent registered public accounting firm.

The accounting policies and procedures

employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial

statements of Orbsat Corp F/K/A/ Orbital Tracking Corp.

(the “Company”) for the year ended December 31, 2020, which

are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”)

on March 22, 2021.

The consolidated balance sheet as of December 31, 2020 was derived from those financial statements.

generally accepted in the United States for interim financial statements and do not include all the information and footnotes required

by accounting principles generally accepted in the United States for complete financial statements.

The information furnished reflects

all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial

statements not misleading.

The unaudited financial statements for the six months ending June 30, 2021, are not necessarily indicative

of the results for the remainder of the fiscal year.

The consolidated financial statements as of December 31, 2020, have been audited

by an independent registered public accounting firm.

The accounting policies and procedures employed in the preparation of these condensed

consolidated financial statements have been derived from the audited financial statements of Orbsat Corp F/K/A/ Orbital Tracking Corp.

(the “Company”) for the year ended December 31, 2020, which are contained in the Company’s annual report on Form 10-K

as filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2021.

The consolidated balance sheet as of

December 31, 2020 was derived from those financial statements.

of Presentation and Principles of Consolidation

consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States

of America (“US GAAP”).

The consolidated financial statements of the Company include the Company and its wholly-owned

subsidiaries, Orbital Satcom Corp.

consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries,

Orbital Satcom Corp.

and Global Telesat Communications Ltd.

All material intercompany balances and transactions

have been eliminated in consolidation.

Corp (the “Company”) was formerly Great West Resources, Inc., a Nevada corporation.

The Company is a provider of satellite-based

All material intercompany balances and transactions have been eliminated

in consolidation.

Corp is a provider of satellite-based

hardware, airtime and related services both in the United States and internationally.

The Company’s principal focus is on

growing the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s

The Company’s principal focus is on growing

the Company’s existing satellite-based hardware, airtime and related services business line and developing the Company’s

own tracking devices for use by retail customers worldwide.

1 unchanged sentence

On April 21, 2010, the Company merged with and into a wholly-owned subsidiary

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

its name to EClips Media Technologies, Inc.

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

name to EClips Media Technologies, Inc.

On April 25, 2011, the Company changed its name to Silver Horn Mining Ltd.

to a merger with a wholly-owned subsidiary.

wholly-owned subsidiary, Orbital Satcom Corp.

(“Orbital Satcom”), a Nevada corporation was formed on November 14,

pursuant to a merger

with a wholly-owned subsidiary.

GTC was formed

under the laws of England and Wales in 2008.

On February 19, 2015, we entered into a share exchange agreement with GTC and all of the

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

On March 28, 2014,

we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada

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

in connection

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

During late 2014, we abandoned our efforts to enter the potash

A wholly-owned

subsidiary, Orbital Satcom Corp.

(“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014.

On January 22,

2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with

a newly formed wholly owned subsidiary.

Effective March

8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 .

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

As a result of the reverse split, our

common stock now has the CUSIP number:

All share and per share, information in the accompanying consolidated financial statements

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

Also, on August

19, 2019, we changed our name to “Orbsat Corp.” from “Orbital Tracking Corp.” pursuant to a merger with a newly

formed wholly owned subsidiary.

March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock

split not to exceed 1 for 5 reverse stock split .

A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021.

The Company’s

Board of Directors subsequently approved a 1-for-5

reverse stock split .

The Company has filed a

Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding

common stock, at a ratio of 1-for-5 .

The effective time of the reverse stock split was 12:01 a.m.

ET on May 28, 2021.

The Company’s common stock began

trading on a split-adjusted basis commencing upon market open on May 28, 2021.

The common stock has been assigned a new CUSIP

number, 68557F 209.

The warrants were assigned the CUSIP number, 68557F 118.

No fractional shares of common stock were

issued as a result of the reverse stock split.

Stockholders of record who would otherwise be entitled to receive a fractional share were

received a whole share.

information presented in this Annual Report on Form 10-K other than in Company’s consolidated financial statements and the notes

thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all

such amounts and corresponding conversion price or exercise price data set forth in this Annual Report on Form 10-K have been adjusted

to give effect to such assumed reverse stock split.

May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,”

CORP AND SUBSIDIARIES

1 unchanged sentence

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Telesat Communications Limited (“GTCL”) was formed under the laws of England and Wales in 2008.

On February 19, 2015,

the Company entered into a share exchange agreement with GTCL and all of the holders of the outstanding equity of GTCL pursuant

to which GTCL became a wholly-owned subsidiary of the Company.

preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported

amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years

Telesat Communications Limited (“GTCL”) was formed under the laws of England and Wales in 2008.

On February 19, 2015, the

Company entered into a share exchange agreement with GTCL and all of the holders of the outstanding equity of GTCL pursuant to which

GTCL became a wholly-owned subsidiary of the Company.

an early-stage growth company, Orbsat’ s ability to access capital is critical.

On June 2, 2021, through an upsized underwritten

public offering of 2,880,000

units at a price to the public of $ 5.00

per unit, the Company received gross proceeds

of $ 14,404,666 .

In connection with closing of the June Offering, the Underwriter partially exercised its overallotment option and purchased

an additional 432,000 warrants at $ 0.01 per warrant for additional gross proceeds to the Company of $ 4,320 .

June 28, 2021, the Underwriter, upon the exercise in full of the balance of its over-allotment option, purchased 432,000 additional

shares of the common stock for additional gross proceeds of $ 2,155,680 from the sale of the Shares.

Orbsat management has plans to

raise additional capital in 2021.

of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support

planned operations for the next 12 months.

As a result, management believes that the Company’s existing financial resources are

sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as

a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course

These financial statements do not include any adjustments that may result from the outcome of this uncertainty.

preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts

of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended.

Actual results may differ significantly from those estimates.

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.

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.

and Cash Equivalents

Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents.

The Company places its cash with a high credit quality financial institution.

The Company’s account at this institution

is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

To reduce its risk associated with

the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in

which it holds deposits.

Company places its cash with a high credit quality financial institution.

The Company’s account at this institution is insured

by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 .

cash amounts in excess of $ 250,000 ,

$ 14,165,649 , are unsecured.

To reduce its risk associated with the failure of such financial institution, the Company

evaluates at least annually the rating of the financial institution in which it holds deposits.

receivable and allowance for doubtful accounts

Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses

in its existing accounts receivable.

The Company periodically reviews its accounts receivable to determine whether an allowance

is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account

may be in doubt.

Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after

all means of collection have been exhausted and the potential for recovery is considered remote.

As of March 31, 2021, and 2020,

there is an allowance for doubtful accounts of $0 and $5,300, respectively.

Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its

existing accounts receivable.

The Company periodically reviews its accounts receivable to determine whether an allowance is necessary

based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt.

balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have

been exhausted and the potential for recovery is considered remote.

As of June 30, 2021, and 2020, there is an allowance for doubtful

accounts of $ 15,782 and $ 14,155 , respectively.

CORP AND SUBSIDIARIES

3 unchanged sentences

The Company assesses the valuation

of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted

usage to their estimated net realizable value.

The Company estimates the net realizable value of such inventories based on analysis

and assumptions including, but not limited to, historical usage, expected future demand and market requirements.

A change to the

carrying value of inventories is recorded to cost of goods sold.

expenses amounted to $1,784 and $1,784, at March 31, 2021 and December 31, 2020, respectively.

Prepaid expenses include prepayments

in cash for accounting fees, prepayments in equity instruments and license fees which are being amortized over the terms of their

respective agreements and product costs associated with deferred revenue.

The current portion consists of costs paid for future

services which will occur within a year.

The Company estimates the net realizable value of such inventories based on analysis and

assumptions including, but not limited to, historical usage, expected future demand and market requirements.

A change to the carrying

value of inventories is recorded to cost of goods sold.

expenses amounted to $ 1,784 , at June 30, 2021 and December 31, 2020, respectively.

Prepaid expenses include prepayments in cash for accounting

fees, prepayments in equity instruments and license fees which are being amortized over the terms of their respective agreements and

product costs associated with deferred revenue.

The current portion consists of costs paid for future services which will occur within

Currency Translation

Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries, GTCL, is maintained

using the appropriate local currency, Great British Pound, as the functional currency.

All assets and liabilities are translated

Dollars at balance sheet date, shareholders’

equity is translated at historical rates and revenue and expense

accounts are translated at the average exchange rate for the year or the reporting period.

The translation adjustments are reported

as a separate component of stockholders’

equity, captioned as accumulated other comprehensive (loss) gain.

Transaction gains

and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency

are included in the statements of operations.

Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries, GTCL, is maintained using

the appropriate local currency, Great British Pound, as the functional currency.

All assets and liabilities are translated into U.S.

Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated

at the average exchange rate for the year or the reporting period.

The translation adjustments are reported as a separate component of

stockholders’ equity, captioned as accumulated other comprehensive (loss) gain.

Transaction gains and losses arising from exchange

rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

relevant translation rates are as follows:

for the three months ended March 31, 2021, closing rate at 1.3783 US$:

GBP, quarterly

average rate at 1.379068 US$:

GBP, for the three months ended March 31, 2020, closing rate at 1.245481 US$:

for the six months ended June 30, 2021, closing rate at 1.382800 US$:

GBP, quarterly average

rate at 1.397146 US$:

GBP and yearly average rate at 1.388107 US$:

GBP, for the six months ended June 30, 2020, closing rate at 1.2402

GBP, quarterly average rate at 1.241159 US$:

GBP, for the year ended 2020 closing rate at 1.260983 US$:

GBP, average rate at 1.286618 US$:

GBP, average rate at 1.260983

Recognition and Unearned Revenue

Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers.

sales revenue is recognized when the equipment is delivered to and accepted by the customer.

Only equipment sales are subject

Historically, the Company has not incurred significant expenses for warranties.

Equipment sales which have been prepaid,

before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue.

The Company also

records as contract liabilities, certain annual plans for airtime, which are paid in advance.

Once airtime services are incurred,

they are recognized as revenue.

Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data

usage the following month after services are incurred.

Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement.

The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement

can involve significant judgment.

Equipment sales revenue

is recognized when the equipment is delivered to and accepted by the customer.

Only equipment sales are subject to warranty.

Historically,

the Company has not incurred significant expenses for warranties.

Equipment sales which have been prepaid, before the goods are shipped

are recorded as contract liabilities and once shipped is recognized as revenue.

The Company also records as contract liabilities, certain

annual plans for airtime, which are paid in advance.

Once airtime services are incurred, they are recognized as revenue.

Unbilled revenue

is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred.

Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement.

Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve

significant judgment.

This assessment has a significant impact on the amount and timing of revenue recognition.

4 unchanged sentences

which we expect to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the

Company determines are within the scope of ASC 606, we perform the following five steps:

To determine revenue recognition for arrangements that the Company

determines are within the scope of ASC 606, we perform the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(ii) identify

the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction

price to the performance obligations in the contract;

(iv) allocate the transaction price to the performance

obligations in the contract;

and (v) recognize revenue when (or as) we satisfy a performance obligation.

The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange

for the goods or services transferred to the customer.

At contract inception, once the contract is determined to be within the

scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations

and assess whether each promised good or service is distinct.

We then recognize revenue in the amount of the transaction price

that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The five-step model is applied

to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred

to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services

promised within each contract and determine those that are performance obligations and assess whether each promised good or service is

We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation

when (or as) the performance obligation is satisfied.

accordance with ASU No.

2016-12, Revenue from Contracts with Customers (Topic 606):

Narrow-Scope Improvements and Practical

Expedient , which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7;

an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price;

specify that the measurement date for noncash consideration is contract inception;

(4) provide a practical expedient that permits

an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented

when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the

transaction price to the satisfied and unsatisfied performance obligations;

(5) clarify that a completed contract for purposes

of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date

of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting

period is not required to disclose the effect of the accounting change for the period of adoption.

The amendments of this ASU

are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years.

impact as a result of adopting this ASU on the financial statements and related disclosures.

Based on the terms and conditions

of the product arrangements, the Company believes that its products and services can be accounted for separately as its products

and services have value to the Company’s customers on a stand-alone basis.

When a transaction involves more than one product

or service, revenue is allocated to each deliverable based on its relative fair value;

otherwise, revenue is recognized as products

are delivered or as services are provided over the term of the customer contract.

Narrow-Scope Improvements and Practical Expedient ,

which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7;

(2) permit an entity to exclude

amounts collected from customers for all sales (and other similar) taxes from the transaction price;

(3) specify that the measurement

date for noncash consideration is contract inception;

(4) provide a practical expedient that permits an entity to reflect the aggregate

effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied

performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance

(5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the

revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively

applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for

the period of adoption.

The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods

within those fiscal years.

There was no impact as a result of adopting this ASU on the financial statements and related disclosures.

Based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for

separately as its products and services have value to the Company’s customers on a stand-alone basis.

When a transaction involves

more than one product or service, revenue is allocated to each deliverable based on its relative fair value;

otherwise, revenue is recognized

as products are delivered or as services are provided over the term of the customer contract.

liabilities is shown separately in the unaudited consolidated balance sheets as current liabilities.

At March 31, 2021 and December

At June 30, 2021 and December 31,

2020, we had contract liabilities of $ 41,173 and $ 36,704 , respectively.

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of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers

to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel,

and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers.

are certain costs which are deferred and recorded as prepaids, until such revenue is recognized.

Refer to revenue recognition

above as to what constitutes deferred revenue.

and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations

to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer

service and third-party original equipment manufacturer costs to provide continuing support to our customers.

There are certain costs

which are deferred and recorded as prepaids, until such revenue is recognized.

Refer to revenue recognition above as to what constitutes

deferred revenue.

and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations

because the Company includes in revenue the related costs that the Company bills its customers.

assets include customer contracts purchased and recorded based on the cost to acquire them.

These assets are amortized over 10

Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment

whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

These assets are amortized over 10 years.

Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events

or changes in circumstances indicate that the carrying amount may no longer be recoverable.

and other intangible assets

accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable

intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles

whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

the Company considers to be important which could trigger an impairment review include the following:

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negative industry or economic trends.

the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of

the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows,

the Company records an impairment charge.

The Company measures any impairment based on a projected discounted cash flow method

using a discount rate determined by management to be commensurate with the risk inherent in the current business model.

management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

recorded an impairment charge of $0 and $0, during the three months ended March 31, 2021 and for the year ended December 31, 2020,

respectively.

the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above

indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company

records an impairment charge.

The Company measures any impairment based on a projected discounted cash flow method using a discount rate

determined by management to be commensurate with the risk inherent in the current business model.

Significant management judgment is

required in determining whether an indicator of impairment exists and in projecting cash flows.

The Company recorded an impairment charge

of $ 0 and $ 0 , during the six months ended June 30, 2021 and for the year ended December 31, 2020, respectively.

CORP AND SUBSIDIARIES

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and equipment are carried at historical cost less accumulated depreciation.

Depreciation is based on the estimated service lives

of the depreciable assets and is calculated using the straight-line method.

Expenditures that increase the value or productive

capacity of assets are capitalized.

Fully depreciated assets are retained in the property and equipment, and accumulated depreciation

accounts until they are removed from service.

When property and equipment are retired, sold or otherwise disposed of, the asset’s

carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Repairs and maintenance are expensed as incurred.

Depreciation is based on the estimated service lives of the

depreciable assets and is calculated using the straight-line method.

Expenditures that increase the value or productive capacity of assets

are capitalized.

Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they

are removed from service.

When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and

related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Repairs and maintenance

are expensed as incurred.

estimated useful lives of property and equipment are generally as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Office furniture and fixtures

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Website development

expense for the three months ended March 31, 2021 and 2020 were $67,450 and $65,254, respectively.

expense for the six months ended June 30, 2021 and 2020 were $ 134,448 and $ 131,795 , respectively.

of long-lived assets

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount

of the assets may not be fully recoverable, or at least annually.

The Company recognizes an impairment loss when the sum of expected

undiscounted future cash flows is less than the carrying amount of the asset.

The amount of impairment is measured as the difference

between the asset’s estimated fair value and its book value.

The Company did not consider it necessary to record any impairment

charges during the periods ended March 31, 2021 and March 31, 2020, respectively.

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the

assets may not be fully recoverable, or at least annually.

The Company recognizes an impairment loss when the sum of expected undiscounted

future cash flows is less than the carrying amount of the asset.

The amount of impairment is measured as the difference between the asset’s

estimated fair value and its book value.

The Company did not consider it necessary to record any impairment charges during the periods

ended June 30, 2021 and June 30, 2020, respectively.

for Derivative Instruments

are required to be recorded on the balance sheet at fair value.

These derivatives, including embedded derivatives in the Company’s

structured borrowings, are separately valued and accounted for on the Company’s balance sheet.

Fair values for exchange

traded securities and derivatives are based on quoted market prices.

Where market prices are not readily available, fair values

are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates.

Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair

value in accordance with the accounting guidance.

The carrying amounts reported in the balance sheet for cash, accounts payable,

and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments.

These derivatives, including embedded derivatives in the Company’s

structured borrowings, are separately valued and accounted for on the Company’s balance sheet.

Fair values for exchange traded

securities and derivatives are based on quoted market prices.

Where market prices are not readily available, fair values are determined

using market-based pricing models incorporating readily observable market data and requiring judgment and estimates.

Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value

in accordance with the accounting guidance.

The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued

expenses approximate their estimated fair market value based on the short-term maturity of the instruments.

CORP AND SUBSIDIARIES

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Based Compensation

compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition

in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity

instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively,

the vesting period).

The ASC also requires measurement of the cost of employee and director services received in exchange for

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

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.

Until the measurement date is reached, the total

amount of compensation expense remains uncertain.

The Company initially records compensation expense based on the fair value of

the award at the reporting date.

Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a

share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options,

which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other

valuable consideration is issued in conjunction with the cancellation.

If not, the cancellation is viewed as a replacement and

not a modification, with a repurchase price of $0.

Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes”

740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes.

and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences

of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided

to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will

not be realized.

compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the

consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments

over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period).

The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date

fair value of the award.

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

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

Until the measurement date is reached, the total amount

of compensation expense remains uncertain.

The Company initially records compensation expense based on the fair value of the award at

the reporting date.

Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment

award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those

options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued

in conjunction with the cancellation.

If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price

Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”)

which requires, among other things, an asset and liability approach to calculating deferred income taxes.

The asset and liability approach

require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between

the carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is provided to offset any net deferred tax assets

for which management believes it is more likely than not that the net deferred asset will not be realized.

Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions.

When tax returns are filed,

there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the

period during which, based on all available evidence, management believes it is more likely than not that the position will be

sustained upon examination, including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset

or aggregated with other positions.

positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more

than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefit associated

with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax

benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing

authorities upon examination.

When tax returns are filed, there

may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which,

based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination,

including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than

50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefit associated with

tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits

in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon

Company believes its tax positions are all more likely than not to be upheld upon examination.

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a liability for uncertain tax benefits.

Company has adopted ASC 740-10-25, “Definition of Settlement,”

which provides guidance on how an entity should determine

whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides

that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally

extinguished.

For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even

if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and

the statute of limitations remains open.

The federal and state income tax returns of the Company are subject to examination by

the IRS and state taxing authorities, generally for three years after they are filed.

Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine

whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a

tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished.

For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position

is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations

remains open.

The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities,

generally for three years after they are filed.

January 1, 2019, the Company accounts for its leases under ASC 842, Leases .

Under this guidance, arrangements meeting the

definition of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both

a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit

in the lease or the Company’s incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments

each period, and the right of use asset is amortized over the lease term.

For operating leases, interest on the lease liability

and the amortization of the right of use asset result in straight-line rent expense over the lease term.

For finance leases, interest

on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term.

lease expenses are recorded when incurred.

Under this guidance, arrangements meeting the definition

of a lease are classified as operating or financing leases, and are recorded on the consolidated balance sheet as both a right of use

asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the

Company’s incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the

right of use asset is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the

right of use asset result in straight-line rent expense over the lease term.

For finance leases, interest on the lease liability and

the amortization of the right of use asset results in front-loaded expense over the lease term.

Variable lease expenses are recorded

when incurred.

calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components.

Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election,

and recognizes rent expense on a straight-line basis over the lease term.

excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and

recognizes rent expense on a straight-line basis over the lease term.

Company continues to account for leases in the prior period financial statements under ASC Topic 840.

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and Development

Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10,

Research and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense

Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and development

costs are expensed when the contracted work has been performed or as milestone results have been achieved.

Company-sponsored research

and development costs related to both present and future products are expensed in the period incurred.

For the three months ended

March 31, 2021 and 2020, there were no expenditures on research and development.

Third-party research and development costs are expensed

when the contracted work has been performed or as milestone results have been achieved.

Company-sponsored research and development costs

related to both present and future products are expensed in the period incurred.

For the six months ended June 30, 2021 and 2020, there

were no expenditures on research and development.

per Common Share

income (loss) per common share is calculated in accordance with ASC Topic 260:

Earnings per Share (“ASC 260”).

income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding

during the period.

The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted

average shares outstanding as they would be anti-dilutive.

In periods where the Company has a net loss, all dilutive securities

are excluded.

Earnings per Share (“ASC 260”).

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during

The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average

shares outstanding as they would be anti-dilutive.

In periods where the Company has a net loss, all dilutive securities are excluded.

following are dilutive common stock equivalents during the quarter ended:

March 31, 2021

March 31, 2020

SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS

June 30, 2021

June 30, 2020

Convertible notes payable (1)

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Stock Warrants

4,368,486 and 7,936,740 shares of our common stock issuable upon conversion of $1,186,176 and $793,674 of Convertible Notes Payable

as of March 31, 2021 and 2020, not accounting for 4.99% beneficial ownership limitations.

There were 0 and 790,245 shares of our common stock issuable upon conversion of $ 790,245 of Convertible Notes Payable at a conversion

rate of $ 1.00 per share, as of June 30, 2020, not accounting for 9.99 % beneficial ownership limitation.

Party Transactions

1 unchanged sentence

is controlled by, or is under common control with the Company.

Related parties also include principal owners of the Company, its

management, members of the immediate families of principal owners of the Company and its management and other parties with which

the Company may deal if one party controls or can significantly influence the management or operating policies of the other to

an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

A party which

can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest

in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties

might be prevented from fully pursuing its own separate interests is also a related party.

Related parties also include principal owners of the Company, its management,

members of the immediate families of principal owners of the Company and its management and other parties with which the Company may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of

the transacting parties might be prevented from fully pursuing its own separate interests.

A party which can significantly influence

the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties

and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing

its own separate interests is also a related party, (see Note 13).

CORP AND SUBSIDIARIES

6 unchanged sentences

Topic 842 with ASU No.

2018-01, Land Easement Practical Expedient

for Transition to Topic 842;

2018-01, Land Easement Practical Expedient for

Transition to Topic 842;

2018-10, Codification Improvements to Topic 842, Leases;

2018-11, Targeted Improvements.

The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability

on the balance sheet for all leases with a term longer than 12 months.

Leases will be classified as finance or operating, with

classification affecting the pattern and classification of expense recognition in the income statement.

The new standard was effective

for us on January 1, 2019, however the Company did not have any leases that met the criteria as established above, until July

24, 2019, when the Company entered into a three-year lease for its UK office and warehouse for annual rent of £25,536 or

USD using exchange rate close for the three months ended March 31, 2021, for liability of 1.3783 or $35,196.

An entity may

choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial

statements as its date of initial application.

If an entity chooses the second option, the transition requirements for existing

leases also apply to leases entered into between the date of initial application and the effective date.

The entity must also

recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative

Consequently, financial information will not be updated, and the disclosures required under the new standard will not

be provided for dates and periods before January 1, 2019.

March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right

of use assets of $48,043.

accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected

to have a material impact on the consolidated financial statements upon adoption.

The Company does not discuss recent pronouncements

that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or

The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the

balance sheet for all leases with a term longer than 12 months.

Leases will be classified as finance or operating, with classification

affecting the pattern and classification of expense recognition in the income statement.

The new standard was effective for us on January

1, 2019, however the Company did not have any leases that met the criteria as established above, until July 24, 2019, when the Company

entered into a three-year lease for its UK office and warehouse for annual rent of £ 25,536 or GBP:

USD using exchange rate close

for the six months ended June 30, 2021, for liability of 1.3828 or $ 35,311 .

An entity may choose to use either (1) its effective date

or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application.

an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date

of initial application and the effective date.

The entity must also recast its comparative period financial statements and provide the

disclosures required by the new standard for the comparative periods.

Consequently, financial information will not be updated, and the

disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

June 30, 2021, the Company had current and long-term operating lease liabilities of $ 30,484 and $ 6,703 , respectively, and right of use

assets of $ 40,130 .

accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have

a material impact on the consolidated financial statements upon adoption.

The Company does not discuss recent pronouncements that are

not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

CORP AND SUBSIDIARIES

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TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 - GOING CONCERN CONSIDERATIONS

accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern.

2021, the Company had an accumulated deficit of $14,681,695, negative working capital of $33,271 and net loss of $803,142 during

the three months ended March 31, 2021.

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.

The ability of the Company to continue as a going

concern is dependent upon obtaining additional capital and financing.

Management intends to attempt to raise additional funds

by way of a public or private offering.

While the Company believes in the viability of its strategy to raise additional funds,

there can be no assurances to that effect.

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

The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities

that might be necessary should the Company be unable to continue as a going concern.

2 - INVENTORIES

March 31, 2021 and December 31, 2020, inventories consisted of the following:

March 31, 2021

June 30, 2021 and December 31, 2020, inventories consisted of the following:

OF INVENTORIES

June 30, 2021

December 31, 2020

1 unchanged sentence

Less reserve for obsolete inventory

the three months ended March 31, 2021 and the year ended December 31, 2020, the Company did not make any change for reserve for

obsolete inventory.

the six months ended June 30, 2021 and the year ended December 31, 2020, the Company did not make any change for reserve for obsolete

3 – VAT RECEIVABLE

January 1, 2021, VAT rules relating to imports and exports between the UK and EU changed as a result, of the UK’s departure from

the EU, (“BREXIT”).

For the six months ending June 30, 2021, the Company recorded a receivable in the amount of $ 279,215

for amounts available to reclaim against the tax liability from UK and EU countries.

Subsequently to June 30, 2021, the Company has received

a total of £ 104,875 or $ 145,346 , using an exchange rate close of 1.3859 GBP:USD, in regards to this receivable.

4 – PREPAID EXPENSES

expenses amounted to $1,784 at March 31, 2021 and at December 31, 2020.

Prepaid expenses include prepayments in cash for accounting

fees, prepayments in equity instruments, which are being amortized over the terms of their respective agreements, as well as cost

associated with certain contract liabilities.

The current portion consists of costs paid for future services which will occur

within a year.

expenses amounted to $ 1,784 at June 30, 2021 and at December 31, 2020.

Prepaid expenses include prepayments in cash for accounting fees,

prepayments in equity instruments, which are being amortized over the terms of their respective agreements, as well as cost associated

with certain contract liabilities.

The current portion consists of costs paid for future services which will occur within a year.

5 - PROPERTY AND EQUIPMENT

March 31, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following:

March 31, 2021

June 30, 2021 and December 31, 2020, property and equipment, net of fully depreciated assets, consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

June 30, 2021

December 31, 2020

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Website development

Property and equipment, gross

Less accumulated depreciation

expense was $67,450 and $65,254 for the three months ended March 31, 2021 and 2020, respectively.

( 1,346,335 )

( 1,211,099 )

expense was $ 134,448 and

$ 131,795 for

the six months ended June 30, 2021 and 2020, respectively.

For the three months ended June 30, 2021 and 2020, depreciation expense was

$ 66,998 and $ 66,541 , respectively.

6 – INTANGIBLE ASSETS

December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase

of certain contracts from Global Telesat Corp.

(“GTC”).

These contracts permit the Company to utilize the Globalstar,

and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network.

The purchase price for

the contracts of $250,000 was paid by the Company under an asset purchase agreement by and among the Company, its wholly owned

subsidiary, Orbital Satcom, GTC and World Surveillance Group, Inc.

December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain

contracts from Global Telesat Corp.

These contracts permit the Company to utilize the Globalstar, Inc.

and Globalstar

LLC (collectively, “Globalstar”) mobile satellite voice and data network.

The purchase price for the contracts of $ 250,000

was paid by the Company under an asset purchase agreement by and among the Company, its wholly owned subsidiary, Orbital Satcom, GTC

and World Surveillance Group, Inc.

CORP AND SUBSIDIARIES

2 unchanged sentences

in the purchased assets are:

(i) the rights and benefits granted to GTC under each of the Globalstar Contracts, subject to certain

exclusions, (ii) account and online access to

the Globalstar Cody Simplex activation system, (iii) GTC’s existing customers who are serviced pursuant to the Globalstar

Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of GTC’s

rights and benefits directly and exclusively related to the Globalstar Contracts.

(i) the rights and benefits granted to GTC under each of the Globalstar Contracts, subject to certain exclusions,

(ii) account and online access to the Globalstar Cody

Simplex activation system, (iii) GTC’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their

business directly and exclusively related to the Globalstar Contracts), and (iv) all of GTC’s rights and benefits directly and

exclusively related to the Globalstar Contracts.

of customer contracts are included in depreciation and amortization.

For the three months ended March 31, 2021 and 2020, the Company

amortized $6,250, respectively.

For the six months ended June 30, 2021 and 2020, the Company amortized

$ 12,500 , respectively.

Future amortization of intangible assets is as follows:

the three months ended March 31, 2021 and 2020, there were no additional expenditures on research and development.

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS

the six months ended June 30, 2021 and 2020, there were no additional expenditures on research and development.

7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES

payable and accrued other liabilities consisted of the following:

March 31, 2021

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES

June 30, 2021

December 31, 2020

3 unchanged sentences

Accrued wages & payroll liabilities

VAT liability & sales tax payable

VAT liability & sales

Pre-merger accrued other liabilities

3 unchanged sentences

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 three months ended March

31, 2021 and 2020, the Company recorded interest expense of $0 and $467, respectively.

The short-term line of credit balance as

of March 31, 2021 and December 31, 2020, was $0 and $0.

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 six months ended June 30, 2021 and 2020,

the Company recorded interest expense of $ 0 and $ 725 , respectively.

The short-term line of credit balance as of June 30, 2021 and December

31, 2020, was $ 0 and $ 0 .

CORP AND SUBSIDIARIES

2 unchanged sentences

9 – NOTE EXCHANGE AGREEMENT

April 30, 2019, the Company entered into a Shares for Note Exchange Agreement (each, an “Agreement”

and collectively,

the “Agreements”) with certain holders of the Company’s preferred stock (the “Converting Stockholders”).

Pursuant to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting

Stockholders for promissory notes as follows:

exchange for the above-referenced shares of preferred stock, the Company issued a promissory note (each, a “Note”

and collectively, the “Notes”) to each of the Converting Stockholders on April 30, 2019.

Each Note bears interest

at a rate of 6% per annum and is due on the second anniversary of the issuance date.

Interest accrues on a simple interest, non-compounded

basis and will be added to the principal amount on the maturity date.

In the event that any amount due under a Note 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.

The Company may prepay the Notes at any time.

the periods ended March 31, 2021 and December 31, 2020, the Company repaid $60,643 and $0 of the notes, leaving a balance of $58,255

and $121,848, respectively as short-term notes payable.

For the three months ended March 31, 2021, the Company recorded interest

in relation to the note of $1,594.

April 30, 2019, the Company entered into a Shares for Note Exchange Agreement (each, an “Agreement” and collectively, the

“Agreements”) with certain holders of the Company’s preferred stock (the “Converting Stockholders”).

to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting Stockholders for

promissory notes as follows:

SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES

exchange for the above-referenced shares of preferred stock, the Company issued a promissory note (each, a “Note” and collectively,

the “Notes”) to each of the Converting Stockholders on April 30, 2019.

Each Note bears interest at a rate of 6 % per annum

and is due on the second anniversary of the issuance date.

Interest accrues on a simple interest, non-compounded basis and will be added

to the principal amount on the maturity date.

In the event that any amount due under a Note 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.

The Company may prepay the Notes at any

the periods ended June 30, 2021 and December 31, 2020, the Company repaid $ 121,848 and $ 0 of the notes, leaving a balance of $ 0 and $ 121,848 ,

respectively as short-term notes payable.

For the six months ended June 30, 2021, the Company recorded interest in relation to the note

CORP AND SUBSIDIARIES

2 unchanged sentences

10 – CONVERTIBLE NOTES PAYABLE

notes payable –

notes payable – long term

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”).

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”).

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.

(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

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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) $7.50 per share, and (b) a 30% discount to the price of the common stock in the

1 unchanged sentence

Following an event of default, the conversion price shall be adjusted to be equal to the lower of:

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.

4 unchanged sentences

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

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

5 unchanged sentences

(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

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.

The investor 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.

“accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.

There were no discounts

1 unchanged sentence

The Company used the offering proceeds for working capital and general corporate purposes.

As of March 31, 2021, the balance of the March 2021 Note is $350,000 which could convert into approximately 233,333 shares of common

balances of the Company’s convertible notes payable consist of the following:

March 31, 2021

balances of the Company’s convertible notes payable consist of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

June 30, 2021

December 31, 2020

4 unchanged sentences

Debt Discount

the three months ended March 31, 2021 and 2020, we amortized the discount on the debt, to interest expense of $501,164 and $74,837.

the three months ended March 31, 2021 and 2020, the Holders converted a total of $458,091 and $11,315 of the convertible debt

to 2,092,186 and 113,260 shares of common shares.

( 1,084,944 )

the six months ended June 30, 2021 and 2020, we amortized the discount on the debt, to interest expense of $ 1,425,365 and $ 128,702 .

the six months ended June 30, 2021, the Holders converted a total of $ 1,644,268 of the convertible debt to 1,345,468 shares of common

June 15, 2020, the change in conversion price from $0.50 to $1.00 per share, resulted in a difference in the carrying value

of the balance of the note payable.

Under ASC 470-50-40-13, if it is determined that the original and new debt instruments are

substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to

determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument.

The original debt had

a carrying value of $269,262 as of June 15, 2020, the fair value of the amended debt was $0 ($792,932 principle netted with the

$792,392 note payable discount), which resulted a gain from the extinguishment of debt $269,262.

Further, as of June 30, 2020, the

Company recorded a beneficial conversion feature of the amended note of $17,041, resulting in a balance of unamortized discount

notes payable of $775,892 as of June 30, 2020.

the six months ended June 30, 2020, the Holders converted $ 12,068 of the convertible debt to common stock, resulting in an issuance of

24,135 common shares at the conversion rate of $ 0.50 per share.

Following the change in conversion rate on June 15, 2020, the Holders

converted an additional $ 2,687 of the convertible debt to common stock, resulting in an issuance of 2,687 common shares at the conversion

rate of $ 1.00 per share.

The balance of the convertible notes at June 30, 2020 was $ 790,245 .

CORP AND SUBSIDIARIES

1 unchanged sentence

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 CORONAVIRUS LOANS

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 March 31, 2021, the Company has

recorded $19,096 as current portion of notes payable and $1,736 as notes payable long term.

In May 2021, the Company applied for forgiveness

of the full amount due on the PPP loan.

April 20, 2020, the Board of Directors 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$344,575 at an exchange rate of GBP:USD of 1.3783.

11 CORONA VIRUS LOANS

April 20, 2020, the Board, 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 (the “Debenture”)

by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £ 250,000 ,

or USD$ 345,700

at an exchange rate of GBP:USD of 1.3828 .

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.

The Debenture has a term of 6 years from the date of

drawdown, July 15, 2026, the “Maturity Date”.

The first repayment of £4,167 (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

The Debenture has a term of 6

years from the date of drawdown, July

15, 2026 , the “Maturity Date”.

first repayment of £ 4,167

(exclusive of interest) will be made 13 month(s)

after July 16, 2020.

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.

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.

As of March 31, 2021, the Company has recorded $51,686 as current

portion of notes payable and $292,889 as notes payable long term.

12 - STOCKHOLDERS’

(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.

As of June 30, 2021, the Company

has recorded $ 51,686

as current portion of notes payable and $ 294,014

as notes payable long term.

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 % .

On May 23, 2021, BlueVine, the Company’s

SBA approved mortgage lender and originator, notified the Company, that the loan in the amount of $ 20,832 , has been forgiven.

30, 2021, the Company has recorded $ 20,832 as forgiveness of debt.

12 - STOCKHOLDERS’ EQUITY

March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the

accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation.

March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number

March 5, 2016, the Company shareholders voted in favour of an amendment to its Articles of Incorporation to increase the total number

of shares of authorized capital stock to 800,000,000 shares consisting of (i) 750,000,000 shares of common stock and (ii) 50,000,000

4 unchanged sentences

condensed consolidated financial statements and footnotes has been retroactively restated to reflect the reverse split.

July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State.

The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock,

$0.0001 par value per share, and the Company’s preferred stock, $0.0001 par value per share, (ii) a reduction in the number of

July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State.

The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock,

$ 0.0001 par value per share, and the Company’s preferred stock, $ 0.0001 par value per share, (ii) a reduction in the number of

authorized shares of common stock in direct proportion to the Reverse Split (i.e.

10 unchanged sentences

The Reverse Split was approved by FINRA on August 19, 2019.

May 28, 2021, the Company effected a reverse

stock split of its common stock at a ratio of 1-for-5 (the

“Reverse Split”).

No fractional shares of common stock

were issued as a result of the Reverse Split.

Stockholders of record who were otherwise entitled to receive a fractional share received

a whole share.

The conversion or exercise prices of Company’s issued and outstanding convertible securities, stock options

and warrants will be adjusted accordingly.

All information presented in this Quarterly Report on Form 10Q, other than in Company’s

consolidated financial statements and the notes thereto assumes a 1-for-5

reverse stock split of Company’s outstanding

shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set

forth in this Quarterly Report on Form 10Q have been adjusted to give effect to such assumed reverse stock split.

on the Nasdaq Capital Market

May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,”

respectively.

CORP AND SUBSIDIARIES

1 unchanged sentence

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.0001 per share and 3,333,333 shares of

preferred stock, par value $0.0001 per share, as of March 31, 2021.

of March 31, 2021, there were 3,333,333 shares of Preferred Stock authorized.

of March 31, 2021, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, and no

shares issued and outstanding.

of March 31, 2021, there were 50,000,000 shares of common stock authorized and 6,177,203 shares issued and outstanding.

February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation

of June 30, 2021, the authorized capital of the Company consists of

50,000,000 shares

of common stock, par value $ 0.0001

per share, 3,333,333

shares of preferred stock, par value $ 0.0001

of June 30, 2021, there were 3,333,333

shares of Preferred Stock authorized, none of which are

issued and outstanding.

of June 30, 2021, there were 3,311,000

warrants authorized to purchase of common stock and 3,311,000

registered warrants

issued and outstanding.

On June 2, 2021, the Company

issued 2,880,000 warrants to purchase 2,880,000 shares of common stock in an offering, at an exercise price of $ 5.00 and a term of 5

June 10, 2021, the Company issued 1,000

shares of common stock in our June Offering,

as described below, for the exercise of 1,000

warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 5,000 .

On June 28, 2021,

the Company issued an additional 432,000 warrants to purchase 432,000 shares of common stock in June Offering, at an exercise price of

$ 5.00 and a term of 5 years.

Underwriter Warrants

In addition to,

but separate from, the registered warrants included in the units sold in the June Offering, the Company issued 144,000 warrants to Maxim

Group LLC, the underwriter (the “Underwriter Warrants”) in connection with the June Offering.

The Underwriter Warrants

expire five years from the effective date of the June Offering and are exercisable at a per share price equal to $ 5.50 per share, or

110 % of the public offering price per unit in the June Offering.

As of June 30,

2021, there were 144,000 Underwriter Warrants issued and outstanding.

of June 30, 2021, there were 50,000,000 shares of common stock authorized and 5,476,918 shares issued and outstanding.

February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation

to effect a reverse stock split at a ratio of (i) no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of

Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021.

The Board of Directors has obtained (by written consent) the approval of the Company’s stockholders who, in the aggregate, own

2,686,337 shares of Common Stock, or 63.5 % of the outstanding shares of Common Stock of the Company prior to the Reverse Split Action.

January 12, 2021, the Company issued an aggregate of 150,000 common stock upon the conversion of $30,000 of its convertible debt, at

the conversion rate of $0.20 per share.

February 23, 2021, the Company issued an aggregate of 401,446 common stock upon the conversion of $80,289 of its convertible debt,

at the conversion rate of $0.20 per share.

February 23, 2021, the Company issued an aggregate of 600,000 common stock upon the conversion of $150,000 of its convertible debt, at

the conversion rate of $0.25 per share.

February 23, 2021, the Company issued an aggregate of 5,000 common stock for services in the amount of $14,200.

March 1, 2021, the Company issued an aggregate of 747,658 common stock upon the conversion of $149,532 of its convertible

debt, at the conversion rate of $0.20 per share.

March 1, 2021, the Company issued an aggregate of 193,082 common stock upon the conversion of $48,270 of its convertible

debt, at the conversion rate of $0.25 per share.

January 12, 2021, the Company issued an aggregate of 30,000

shares of common stock upon the conversion

of its convertible debt, at the conversion rate

February 23, 2021, the Company issued an aggregate of 80,289

shares of common stock upon the conversion

of its convertible debt, at the conversion rate

February 23, 2021, the Company issued an aggregate of 120,000

shares of common stock upon the conversion

of its convertible debt, at the conversion rate

February 23, 2021, the Company issued an aggregate of 1,000

common stock for services in the amount of $ 14,200 .

March 1, 2021, the Company issued an aggregate of 149,532

shares of common stock upon the conversion

of its convertible debt, at the conversion rate

March 1, 2021, the Company issued an aggregate of 38,616

common stock upon the conversion of $ 48,270

of its convertible debt, at the conversion rate

March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1

for 5 reverse stock split.

A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13,

The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split.

The Company has filed

a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding

common stock, at a ratio of 1-for-5.

The effective time of the reverse stock split will be 12:01 a.m.

ET on May 28, 2021.

The Company’s common stock will begin trading on a split-adjusted

basis commencing upon market open on May 28, 2021.

The common stock will be assigned a new CUSIP number, 68557F 209.

The warrants will

be assigned the CUSIP number, 68557F 118.

No fractional shares of common stock will be issued as a result of the reverse stock split.

Stockholders of record who would otherwise be entitled to receive a fractional share will receive a whole share.

On May 20, 2021,

Company issued an aggregate of 29,800 shares of common stock upon the conversion of $ 29,800 of its convertible debt, at a weighted average

conversion rate of $ 1.00 .

May 27, 2021, Company issued an aggregate of 897,231

shares of common stock upon the conversion

of $ 1,156,377

of its convertible debt, at a weighted average

conversion rate of $ 1.28 .

May 28, 2021, Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC(the

“Underwriter”), pursuant to which the

Company agreed to issue and sell to the Underwriter in an underwritten public offering 2,880,000 units

consisting of one share of common stock and one warrant, exercisable for one share of common stock at a public offering price of

unit, (after giving effect to a 1-for-5 reverse stock split, discussed above) for aggregate gross proceeds of approximately

$ 14,400,000 before deducting underwriting discounts, commissions, and other offering expenses (the “June Offering”).

common stock and warrants were immediately separable and were issued separately.

The common stock and warrants began trading on the

Nasdaq Capital Market, on May 28, 2021, under the symbols “OSAT” and “OSATW,” respectively.

addition, the Company In addition, the Company has granted the Underwriter a 45-day option to purchase an additional 432,000 shares

of common stock and/or warrants to purchase up to an aggregate of 432,000 shares

of common stock, in any combination thereof, at the public offering price per security, less the underwriting discounts and

commissions, to cover over-allotments, if any.

The June Offering closed on June 2, 2021.In connection with closing of the June

Offering, the Underwriter partially exercised its overallotment option and purchased an additional 432,000 warrants at $ 0.01 per

warrant for additional gross proceeds to the Company of $ 4,320 .

On June 28, 2021, the Underwriter, upon the exercise in full of the

balance of its over-allotment option, purchased 432,000 additional shares of the common stock for additional gross

proceeds to the Company of $ 2,155,680 .

We have issued to the Underwriter

warrants to purchase up to a total of 144,000 shares of common stock (5% of the shares of common stock included in the Units, excluding

the over-allotment, if any) (the “Underwriter Warrants”).

The Underwriter Warrants are exercisable at any time, and from

time to time, in whole or in part, during the period commencing 180 days from the effective date of the registration statement, and expire

five years from the effective date of the offering, which period is in compliance with FINRA Rule 5110(e).

The Underwriter Warrants are

exercisable at a per share price equal to $ 5.50 per share, or 110 % of the public offering price per unit in the offering.

The Underwriter

Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA.

The underwriter (or permitted assignees under Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants

or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that

would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective

date of the registration statement.

In addition, the warrants provide for certain piggyback registration rights.

The piggyback registration

rights provided will not be greater than five years from the effective date of the registration statement in compliance with FINRA Rule

We will bear all fees and expenses attendant to registering the securities issuable on exercise of the Underwriter Warrants.

The exercise price and number of shares issuable upon exercise of the Underwriter Warrants may be adjusted in certain circumstances including

in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation.

the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant

exercise price.

CORP AND SUBSIDIARIES

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TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2021 is as

summary of the status of the Company’s outstanding stock options and changes during the six months ended June 30, 2021 is as follows:

SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES

Average Exercise

at January 1, 2021

outstanding at March 31, 2021

exercisable at March 31, 2021

summary of the status of the Company’s outstanding warrants and changes during the three months ended March 31, 2021 is as follows:

Balance at January 1, 2021

Balance outstanding at June 30, 2021

Options exercisable at June 30, 2021

summary of the status of the Company’s outstanding warrants and changes during the six months ended June 30, 2021 is as follows:

SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES

Average Exercise

at January 1, 2021

outstanding and exercisable at March 31, 2021

of March 31, 2021, and December 31, 2020, there were 4,000 warrants outstanding, respectively.

Balance at January 1, 2021

Balance outstanding and exercisable at June 30, 2021

of June 30, 2021, and December 31, 2020, there were 3,455,000

warrants outstanding, respectively.

13 - RELATED PARTY TRANSACTIONS

of March 31, 2021, the accounts payable due to related party includes advances for inventory and services due to David Phipps of $91,334,

accrued director fees of $5,000 due to Hector Delgado and accrued salary and expenses due to Thomas Seifert of $10,500.

Total related

party payments due as of March 31, 2021 and December 31, 2020 are $101,834 and $102,060, respectively.

Those related party payable

are non-interest bearing and due on demand.

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

of June 30, 2021, the accounts payable due to related party includes advances for inventory, services and other expenses due to David

Phipps of $ 153,579 , accrued wages and expenses due to Charles M.

Fernandez $ 46,497 , accrued salary, and expenses due to Sarwar Uddin

and Theresa Carlise $ 8,170 and $ 8,795 , respectively.

Total related party payments due as of June 30, 2021, and December 31, 2020, are

$217,041 and $102,060, respectively.

These related party payables were non-interest bearing and have been repaid in full.

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

£ 25,000 or $ 34,570 at an exchange rate of 1.3828 , with interest at 3.95 % over Bank of England’s base rate or current rate

of 4.05 % variable.

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

The Company has an American

6 unchanged sentences

Company employs three individuals who are related to Mr.

Phipps, of which earned gross wages totaling $19,699 and $24,741 for the three

months ended March 31, 2021 and 2020, respectively.

Phipps, of which earned gross wages totaling $ 76,416 and $ 37,196 for the six

months ended June 30, 2021 and 2020, respectively.

14 - COMMITMENTS AND CONTINGENCIES

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

The 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.

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.

It is presently unknown whether and to what extent the Company’s supply chains may

be further 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

financial markets.

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

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

The continued drain

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

to continue operations.

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.

Phipps also receives additional compensation in the form of an automobile

allowance of $1,500 per month and private family medical insurance.

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.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 also receives additional compensation in the form of an automobile allowance of $750 per

month and $1,000 per month to purchase individual medical insurance.

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.

July 24, 2019, a three-year lease was signed for 2,660 square feet for £25,536 annually, for our facilities in Poole, England for

£2,128 per month, or $2,717 per month at the yearly average conversion rate of 1.276933, or $2,738 using exchange rate close at

December 31, 2020 of 1.286618.

The lease has been renewed until July 23, 2022.

leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees.

expenses generally represent the Company’s share of the landlord’s operating expenses.

The Company does not have any leases

classified as financing leases.

March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right of

use assets of $48,043.

rent expense for the three months ended March 31, 2021 and 2020 were $6,384 and $8,075, respectively.

time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of

The Company is not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental

authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject,

which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15 - CONCENTRATIONS

accounted for 53.6% and 56.6% of the Company’s revenues during the three months ended March 31, 2021 and 2020, respectively.

other customer accounted for 10% or more of the Company’s revenues for either period.

following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three

months ended March 31, 2021 and 2020.

following table sets forth revenue as to each geographic location, for the three months ended March 31, 2021 and 2020:

16 - SUBSEQUENT EVENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following information should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained

elsewhere in this report.

Statements made in this Item 2, “Management’s Discussion and Analysis and Plan of Financial Condition

and Results of Operations,”

and elsewhere in this quarterly report on Form 10-Q that do not consist of historical facts, are “forward-looking

statements.”

Statements accompanied or qualified by, or containing words such as “may,”

“will,”

“should,”

“believes,”

“expects,”

“intends,”

“plans,”

“projects,”

“estimates,”

“predicts,”

“potential,”

“outlook,”

“forecast,”

“anticipates,”

“presume,”

and “assume”

constitute forward-looking statements, and as such, are not a guarantee of future performance.

The statements

involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected

results described in such statements.

Risks and uncertainties can include, among others, fluctuations in general business cycles and

changing economic conditions;

changing product demand and industry capacity;

increased competition and pricing pressures;

technology that can reduce the demand for the Company’s products, as well as other factors, many or all of which may be beyond

the Company’s control.

Consequently, investors should not place undue reliance upon forward-looking statements as predictive of

future results.

The Company disclaims any obligation to update the forward-looking statements in this report.

should read the following information in conjunction with our financial statements and related notes contained elsewhere in this report.

You should consider the risks and difficulties frequently encountered by early-stage companies, particularly those engaged in new and

rapidly evolving markets and technologies.

Our limited operating history provides only a limited historical basis to assess the impact

that critical accounting policies may have on our business and our financial performance.

encourage you to review our periodic reports filed with the SEC and included in the SEC’s EDGAR database, including the Annual

Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 22, 2021, and the Company’s subsequent

public filings with the SEC.

are a provider of satellite-based hardware, airtime and related services both in the United States and internationally.

We sell equipment

and airtime for use on all of the major satellite networks including Globalstar, Inmarsat, Iridium and Thuraya and operate a short-term

rental service for customers who desire to use our equipment for a limited time period.

Our acquisition of GTCL in February 2015 expanded

our global satellite-based infrastructure and business, which was first launched in December 2014 through the purchase of certain contracts.

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

15 unchanged sentences

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

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

26 unchanged sentences

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.

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.

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 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.

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.

1 unchanged sentence

of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues.

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

Recent Events

of March 31, 2021, there were 50,000,000 shares of common stock authorized and 6,177,203 shares issued and outstanding.

February 19, 2021, the Board of Directors of the Company unanimously adopted an amendment to the Company’s Articles of Incorporation

to effect a reverse stock split at a ratio of (i) no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of

Common Stock, the exact ratio to be determined in the sole discretion of the Board of Directors, at any time before August 31, 2021.

The Board of Directors has obtained (by written consent) the approval of the Company’s stockholders who, in the aggregate, own

2,686,337 shares of Common Stock, or 63.5% of the outstanding shares of Common Stock of the Company prior to the Reverse Split Action.

January 12, 2021, the Company issued an aggregate of 150,000 common stock upon the conversion of $30,000 of its convertible debt, at

the conversion rate of $0.20 per share.

February 23, 2021, the Company issued an aggregate of 401,446 common stock upon the conversion of $50,289 of its convertible debt, at

the conversion rate of $0.20 per share.

February 23, 2021, the Company issued an aggregate of 600,000 common stock upon the conversion of $150,000 of its convertible debt, at

the conversion rate of $0.25 per share.

February 23, 2021, the Company issued an aggregate of 5,000 common stock for services in the amount of $14,200.

March 1, 2021, the Company issued an aggregate of 860,740 common stock upon the conversion of $172,148 of its convertible debt, at the

conversion rate of $0.20 per share.

March 1, 2021, the Company issued an aggregate of 80,000 common stock upon the conversion of $20,000 of its convertible debt, at the

conversion rate of $0.25 per share.

had net cash used by operations of $459,764 during the three months ended March 31, 2021.

At March 31, 2021, we had negative working

capital of approximately $33,271.

Additionally, at March 31, 2021, we had an accumulated deficit of $14,681,695 and stockholder’s

equity of $576,368.

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.

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.

of Operations for the Three Months Ended March 31, 2021 compared to the Three Months Ended March 31, 2020

Net Sales for the three months ended March 31, 2021, consisted primarily of sales of satellite phones, tracking devices, accessories

and airtime plans.

For the three months ended March 31, 2021, revenues generated were $1,461,428 compared to $1,468,103 of revenues for

the three months ended March 31, 2020, a decrease in total revenues of $6,675 or 0.5%.

Total sales for Global Telesat Communications

were $1,013,435 for the three months ended March 31, 2021, as compared to $953,820 for the three months ended March 31, 2020, an

increase of $59,615 or 6.3%.

Total sales for Orbital Satcom Corp.

were $447,993 for the three months ended March 31, 2021 as compared

to $514,283, for the three months ended March 31, 2020, a decrease of $66,290 or 12.9%.

The Company attributes the changes in revenue

to new product lines and significant increases in US Amazon sales, offset by the change in exchange rates from GBP:USD.

During the three months ended March 31, 2021, cost of sales decreased to $1,023,911 compared to $1,120,102,

for the three months ended March 31, 2020, a decrease of $96,191 or 8.6%.

Gross profit margins during the three months ended March 31,

2021 were 29.9% as compared to 23.7% for the comparable period in the prior year.

As indicated by the results for the quarter, our sales

margins have increased by 6.2%.

However, we cannot be certain that we can maintain the increased margin levels.

The increase is primarily

due to a greater percentage of high margin sales in the first quarter ended March 31, 2021 as compared to the same period in 2020,

as well to as an increase in margins on certain sales that resulted from customers bearing value added tax (VAT) that was previously

borne by the Company.

Total operating expenses for the three months ended March 31, 2021 were $736,446, an increase of $197,205 or

36.6%, from total operating expenses for the three months ended March 31, 2020 of $539,241 .

Factors contributing to the decrease

are described below.

general and administrative expenses were $161,690 and $157,206 for the three months ended March 31, 2021 and 2020, respectively,

an increase of $4,484 or 2.9%.

The increase, for the three months ended March 31, 2021, is attributable to certain SG&A expenses

that fluctuate with sales volatility.

wages and payroll taxes were $208,174 and $195,642 for the three months ended March 31, 2021 and 2020, respectively, an increase

of $12,532, or 6.4%.

The increase is a result of an increase in staff and part time employees, for the three months ended March 31, 2021.

fees were $292,882 and $114,889 for the three months ended March 31, 2021 and 2020, respectively, an increase of $177,993, or

The increase during the three months ended March 31, 2021 as compared to the same period in 2020, is attributable to professional

fees related to the potential listing of the Company’s common stock on the Nasdaq Capital Market.

and amortization expenses were $73,700 and $71,504 for the three months ended March 31, 2021 and 2020, respectively, an increase

of $2,196 or 3.1%.

The increase was primarily attributable to the addition of fixed assets offset by fully amortized assets, as compared

to the same period in the prior year.

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

generating additional revenues under our current business.

Similarly, we are unable at this time to estimate the amount of the expected

Other Expense .

Our total other expenses were $504,213 compared to $93,620 during the three months ended March 31, 2021

and 2020, respectively, an increase of $410,593 or 438.6%.

The increase is attributable to an increase in interest expense related to

non-cash charges associated with the Company’s convertible notes payable offset by foreign currency exchange variance.

We recorded net loss before income tax of $803,142 for the three months ended March 31, 2021 as compared to a net loss

of $284,860, for the three months ended March 31, 2020.

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

Comprehensive

Gain (Loss) .

We recorded a gain for foreign currency translation adjustments for the three months ended March 31, 2021

of $1,611 and a loss of $9,194 for the three months ended March 31, 2020.

and Capital Resources

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

on an ongoing basis.

At March 31, 2021, we had a cash balance of $559,282.

Our working capital is a negative $33,271 at March 31, 2021.

current assets at March 31, 2021 increased 13.5% from December 31, 2020 and included cash, accounts receivable, prepaid expenses, unbilled

revenue, right of use, inventory and other current assets.

current liabilities at March 31, 2021 increased 4.9% from December 31, 2020 and included our accounts payable, due to related party,

provision for income taxes, contract liabilities, lease liabilities and other liabilities in the ordinary course of our business.

March 31, 2021, the Company had an accumulated deficit of $14,681,695, negative working capital of approximately $33,271

and net loss of approximately $803,142 during the three months ended March 31, 2021.

For the year ended December 31, 2020, the auditors’

opinion contained a going concern paragraph, which stated that 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 audited financial statements.

of the Company to continue as a going concern is dependent upon obtaining additional capital and financing.

Management intends to attempt

to raise additional funds by way of a public or private offering.

While the Company believes in the viability of its strategy to raise

additional funds, there can be no assurances to that effect.

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.

The consolidated financial statements do not include any adjustments relating to classification of assets and liabilities that might

be necessary should the Company be unable to continue as a going concern.

cash flows used by operating activities for the three months ended March 31, 2021 amounted to $459,764 and were primarily attributable

to our net loss of $803,142, total amortization expense of $6,250 and depreciation of $67,450, amortization of discount on debt

of $501,164, stock based compensation of $14,200 and net change in assets and liabilities of $253,249, primarily attributable to an increase

in accounts receivable of $94,176, an increase in inventory of $239,490, an increase in unbilled revenue of $2,067, a decrease in right

of use of $7,563, an increase in other current assets of $19,195, increase in accounts payable of $114,261, a decrease in contract liabilities

of $5,157, a decrease in lease liabilities of $7,589, and an increase in provision for income taxes of $164.

cash flows provided by operating activities for the three months ended March 31, 2020 amounted to $64,712 and were primarily attributable

to our net loss of $284,860, total amortization expense of $6,250 and depreciation of $65,254, amortization of discount on debt of $74,837

and net change in assets and liabilities of $191,292, primarily attributable to a decrease in accounts receivable of $72,045, an increase

in inventory of $77,686, decrease in prepaid expenses of $12,652, a decrease in unbilled revenue of $5,368, a decrease in right of use

of $11,939, a decrease in other current assets of $76,609, increase in accounts payable of $120,709, a decrease in contract liabilities

of $5,136, a decrease in lease liabilities of $11,939, and a decrease in provision for income taxes of $1,330.

cash flows used in investing activities were $459 and $10,933 for the three months ended March 31, 2021 and 2020, respectively.

the three months ended March 31, 2021 and March 31, 2020, we purchased property and equipment of $459 and $10,933, respectively.

cash flows provided by financing activities were $289,131 for the three months ended March 31, 2021 and were for proceeds from a convertible

note payable of $350,000 which was offset by repayments of notes payable for $60,643 and related party note payable for $226.

cash flows provided by financing activities for the three months ended March 31, 2020 were $13,130 for the three months ended March 31,

2020 and were for proceeds from a related party payable of $20,536 which was offset by repayments of notes payable for $7,226.

Sheet Arrangements

do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our

financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or

capital resources that are material to our stockholders.

company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under

which we have

obligation under a guarantee contract, although we do have obligations under certain sales arrangements including purchase obligations

retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit,

liquidity or market risk support to such entity for such assets,

obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or

obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us

and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing,

hedging or research and development services with us.

Accounting Policies and Estimates

accounting estimates are those that management deems to be most important to the portrayal of our financial condition and results of

operations, and that require management’s most difficult, subjective or complex judgments, due to the need to make estimates about

the effects of matters that are inherently uncertain.

We have identified our critical accounting estimates which are discussed below.

preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts

of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended.

Actual results may differ significantly from those estimates.

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.

of Presentation and Principles of Consolidation

consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America

(“US GAAP”).

The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries,

Orbital Satcom Corp.

and Global Telesat Communications Ltd.

All material intercompany balances and transactions have been eliminated

in consolidation.

Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its

existing accounts receivable.

The Company periodically reviews its accounts receivable to determine whether an allowance is necessary

based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt.

balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have

been exhausted and the potential for recovery is considered remote.

As of March 31, 2021, and 2020, there is an allowance for doubtful

accounts of $0 and $5,300, respectively.

are valued at the lower of cost or net realizable value, using the first-in first-out cost method.

The Company assesses the valuation

of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted

usage to their estimated net realizable value.

The Company estimates the net realizable value of such inventories based on analysis and

assumptions including, but not limited to, historical usage, expected future demand and market requirements.

A change to the carrying

value of inventories is recorded to cost of goods sold.

and Development

Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research

and Development (“ASC 730-10”).

Under ASC 730-10, all research and development costs must be charged to expense as incurred.

Accordingly, internal research and development costs are expensed as incurred.

Third-party research and development costs are expensed

when the contracted work has been performed or as milestone results have been achieved.

Company-sponsored research and development costs

related to both present and future products are expensed in the period incurred.

For the three months ended March 31, 2021 and 2020,

there were no additional expenditures on research and development.

Currency Translation

Company’s reporting currency is U.S.

The accounts of one of the Company’s subsidiaries, GTCL, is maintained using

the appropriate local currency, Great British Pound, as the functional currency.

All assets and liabilities are translated into U.S.

Dollars at balance sheet date, shareholders’

equity is translated at historical rates and revenue and expense accounts are translated

at the average exchange rate for the year or the reporting period.

The translation adjustments are reported as a separate component of

stockholders’

equity, captioned as accumulated other comprehensive (loss) gain.

Transaction gains and losses arising from exchange

rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

relevant translation rates are as follows:

for the three months ended March 31, 2021, closing rate at 1.3783 US$:

GBP, quarterly average

rate at 1.379068 US$:

GBP, for the three months ended March 31, 2020, closing rate at 1.245481 US$:

GBP, quarterly average rate at 1.281097

GBP, for the year ended 2020 closing rate at 1.3665 US$:

GBP, average rate at 1.286618 US$:

Recognition and Unearned Revenue

Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers.

Equipment sales revenue

is recognized when the equipment is delivered to and accepted by the customer.

Only equipment sales are subject to warranty.

Historically,

the Company has not incurred significant expenses for warranties.

Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement.

Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve

significant judgment.

This assessment has a significant impact on the amount and timing of revenue recognition.

Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration

which we expect to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company

determines are within the scope of ASC 606, we perform the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify

the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance

obligations in the contract;

and (v) recognize revenue when (or as) we satisfy a performance obligation.

The five-step model is applied

to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred

to the customer.

At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services

promised within each contract and determine those that are performance obligations and assess whether each promised good or service is

We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation

when (or as) the performance obligation is satisfied.

recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, ):

Narrow-Scope Improvements and Practical

Expedient , which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7;

(2) permit an

entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price;

(3) specify that

the measurement date for noncash consideration is contract inception;

(4) provide a practical expedient that permits an entity to reflect

the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied

and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and

unsatisfied performance obligations;

(5) clarify that a completed contract for purposes of transition is a contract for which all (or

substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity

that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting

change for the period of adoption.

The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim

periods within those fiscal years.

There was no impact as a result of adopting this ASU on the financial statements and related disclosures.

Company provides product warranties with varying lengths of time and terms.

The product warranties are considered to be assurance-type

in nature and do not cover anything beyond ensuring that the product is functioning as intended.

Based on the guidance in ASC 606, assurance-type

warranties do not represent separate performance obligations.

The Company also sells separately priced maintenance service contracts

which qualify as service-type warranties and represent separate performance obligations.

The Company has historically experienced a low

rate of product returns under the warranty program.

variety of technical services can be contracted by our customers for a designated period of time.

The service contracts allow customers

to call the Company for technical support, replace defective parts and to have onsite service provided by the Company’s third-party

contract service provider.

The Company records revenues for contract services at the amount of the service contract, but such amount

is deferred at the beginning of the service term and amortized ratably over the life of the contract.

Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s

customers on a stand-alone basis.

When a transaction involves more than one product or service, revenue is allocated to each deliverable

based on its relative fair value;

otherwise, revenue is recognized as products are delivered or as services are provided over the term

of the customer contract.

liabilities is shown separately in the condensed consolidated balance sheets as current liabilities.

At March 31, 2021, we had contract

liabilities of approximately $31,547.

At December 31, 2020, we had contract liabilities of approximately $36,704.

and Equipment

and equipment are carried at historical cost less accumulated depreciation.

Depreciation is based on the estimated service lives of the

depreciable assets and is calculated using the straight-line method.

Expenditures that increase the value or productive capacity of assets

are capitalized.

Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they

are removed from service.

When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and

related accumulated depreciation are removed from the accounts and any gain or loss is included in operations.

Repairs and maintenance

are expensed as incurred.

estimated useful lives of property and equipment are generally as follows:

furniture and fixtures

of long-lived assets

Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the

assets may not be fully recoverable, or at least annually.

The Company recognizes an impairment loss when the sum of expected undiscounted

future cash flows is less than the carrying amount of the asset.

The amount of impairment is measured as the difference between the asset’s

estimated fair value and its book value.

The Company did not consider it necessary to record any impairment charges during the periods

ended March 31, 2021 and December 31, 2020, respectively.

value of financial instruments

Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value

on a recurring basis.

ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of

fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

Additionally, ASC 820 requires the use of valuation techniques that maximize the

use of observable inputs and minimize the use of unobservable inputs.

These inputs are prioritized below:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Observable market-based inputs or unobservable inputs that are corroborated by market data

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable

input (Level 3) from January 1, 2020 to March 31, 2021:

at January 1, 2020

in fair value included in earnings

at March 31, 2020

in fair value included in earnings

at March 31, 2021

Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheets at fair

value in accordance with the accounting guidance.

The carrying amounts reported in the balance sheet for cash, accounts payable, and

accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments.

cost relating to share-based payment transactions are recognized in the financial statements.

The cost is measured at the grant date,

based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally

the vesting period of the equity award).

Accounting Pronouncements

November 2018, the FASB amended Topic 842, Leases, by issuing ASU No.

2016-02, which requires lessees to recognize leases on-balance

sheet and disclose key information about leasing arrangements.

Topic 842 with ASU No.

2018-01, Land Easement Practical Expedient for

Transition to Topic 842;

2018-10, Codification Improvements to Topic 842, Leases;

2018-11, Targeted Improvements.

The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the

balance sheet for all leases with a term longer than 12 months.

Leases will be classified as finance or operating, with classification

affecting the pattern and classification of expense recognition in the income statement.

The new standard was effective for us on January

1, 2019, however the Company did not have any leases that met the criteria as established above, until July 24, 2019, when the Company

entered into a three-year lease for its UK office and warehouse for annual rent of £25,536 or GBP:

USD using exchange rate close

for the three months ended March 31, 2021, for liability of 1.3783 or $35,196.

An entity may choose to use either (1) its effective date

or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application.

an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date

of initial application and the effective date.

The entity must also recast its comparative period financial statements and provide the

disclosures required by the new standard for the comparative periods.

Consequently, financial information will not be updated, and the

disclosures required under the new standard will not be provided for dates and periods before January 1, 2019.

March 31, 2021, the Company had current and long-term operating lease liabilities of $30,385 and $14,725, respectively, and right of

use assets of $48,043.

accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have

a material impact on the consolidated financial statements upon adoption.

The Company does not discuss recent pronouncements that are

not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

we are not required to provide the information required by this Item.

of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, reflect this impact;

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.

Employment Agreement

June 5, 2021, the Board of Directors of the Company also caused the Company to enter into new three year employment agreements with David

Phipps, as effective June 2, 2021.

employment agreement with Mr.

Phipps replaced his existing employment agreement and has an initial term of three years.

Pursuant to the

Phipps Agreement, Mr.

Phipps will serve as the serve as President and Chief Executive Officer of Global Operations.

The term will be

automatically extended for additional one-year terms thereafter unless terminated by the Company or Mr.

Phipps by written notice.

annual base compensation is an aggregate of $ 350,000 .

The Company may increase (but not decrease his compensation during its term.

addition, Mr.

Phipps will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation

Committee of the Board of Directors.

Phipps is also entitled to participate in any other executive compensation plans adopted by

the Board of Directors, and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation

Committee of the Company may from time to time determine (the “Share Awards”).

Share Awards shall be subject to the applicable

Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided

herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Company

is required to pay or to reimburse the Employee for all reasonable out-of-pocket expenses actually incurred or paid by the Employee in

the course of his employment, consistent with the Company’s policy.

Phipps shall be entitled to participate in such pension,

profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites,

if any, as the Company provides to its senior Employees.

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.

On August 7, 2021, on the approval and recommendation

of the Compensation Committee of the Board of Directors of Orbsat Corp, the Company entered into an amendment to the current employment

The Amendment for Mr.

Phipps amends his Employment Agreement in order to, among other things, (i) change Mr.

title to “President of Orbsat Corp and Chief Executive Officer of Global Operations” and (ii) to increase Mr.

compensation by providing for an auto allowance $ 1,000 a month.

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

May Employment Agreement

May 23, 2021, the Company entered into a three ( 3 ) year Employment Agreement (the “Fernandez Agreement”) with Mr.

to serve as Chairman of the Board.

Such agreement includes provision for automatic one (1) year extensions.

Fernandez’s employment

will commence on the later of our receipt of an approval for listing letter from Nasdaq and the effectiveness of the registration statement.

Under the Fernandez Agreement, Mr.

Fernandez will serve as the Company’s Executive Chairman and a director and will receive an

annual base salary equal to the sum of $ 12,000 .

Fernandez will also be entitled to such cash bonus opportunity and equity compensation

arrangements as the Compensation Committee may determine following the effectiveness of this registration statement.

The Fernandez Agreement

also provides for the Company to reimburse Mr.

Fernandez for any and all premium payments made by him to obtain and continue in full

force and effect throughout the entire period of employment personal catastrophe and disability insurance coverages for Mr.

Such insurance shall be obtained through any insurance carrier of Mr.

Fernandez’s choosing, and shall have premium limits not to

exceed one hundred percent ( 100 % ) of Mr.

Fernandez’s Base Salary per annum.

In addition, Mr.

Fernandez will be entitled to participate

in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans,

including perquisites, if any, as the Company provides to its senior Executives.

Under the agreement, the Company is also obligated to

reimburse Mr.

Fernandez for up to $10,000 per year related to Mr.

Fernandez’s business and personal travel and/or that of his immediate

family members, as well as up to $ 10,000 per year for professional fees incurred by Mr.

Fernandez, whether in connection with Mr.

association with the Company or otherwise.

The Fernandez Agreement is terminable by the Company for Cause (as that term is defined in

the Fernandez Employment Agreement), by Mr.

Fernandez for Good Reason (as that term is defined in the Fernandez Employment Agreement),

Fernandez at his option upon 30 days’ prior written notice to the Company.

The Fernandez Agreement provides that Mr.

Fernandez may not solicit the Company’s employees or customers for a one-year period after the termination of the agreement nor

compete with the Company for a three-month period after the termination of the agreement;

provided that such non-competition and non-solicitation

agreement shall not apply to any persons or entities with which Mr.

Fernandez is currently affiliated or associated.

Fernandez has

also been given the right to nominate two individuals to serve on the Board of Directors.

The appointment of any such nominee(s) to the

Board of Directors will be subject to approval of the Board of Directors (and compliance with applicable law and Nasdaq continuing listing

requirements).

Upon the pricing of this offering, the Company will grant Mr.

Fernandez an award of restricted stock with a grant date

fair value equal to $ 3,000,000 determined at the per unit offering price (the “RSA”), which RSA will vest 1/3 at each of

the three anniversaries of the grant date.

Notwithstanding the vesting schedule, full vesting will occur upon a Change in Control, as

that term is defined in the RSA.

The Company at its sole expense is obligated to register the reoffer and resale by Mr.

the securities granted to Employee pursuant to the RSA.

The Fernandez Employment Agreement and the RSA are filed as Exhibits 10.20 and

10.19, respectively to Form 8-K as filed on May 28, 2021.

The foregoing descriptions of the material terms of the Fernandez Employment

Agreement and the RSA do not purport to be complete and are qualified in its entirety by reference to such exhibits, which are incorporated

by reference.

June Employment Agreement

June 2, 2021, the Company entered into a new employment agreement (the “June Agreement”) with Charles M.

Fernandez, with

an initial term of 5 years effective on May 28, 2021.

The June Agreement replaced his then existing employment agreement dated May 23,

2021 (the “May Agreement”).

Under the June Agreement, Mr.

Fernandez will serve as the Chairman and Chief Executive Officer

of the Company.

The June Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Mr.

Fernandez by written notice.

Fernandez’s annual base compensation under the June Agreement is $ 350,000 per year.

may increase (but not decrease) his compensation during the June Agreement’s term.

In addition, Mr.

Fernandez is entitled to receive

an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board.

Fernandez is also

entitled to participate in any other executive compensation plans adopted by the Board, and is eligible for such grants of awards under

stock option or other equity incentive plans as the Compensation Committee of the Board may from time to time determine (the Share Awards).

Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any

additional terms and conditions as are provided therein or in any award certificate(s), which will supersede any conflicting provisions

governing Share Awards provided under the equity incentive plan.

The Company is required to pay or to reimburse Mr.

Fernandez for all

reasonable out-of-pocket expenses actually incurred or paid by Mr.

Fernandez in the course of his employment, consistent with the Company’s

Fernandez will also be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and

benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees.

Agreement may be terminated based on death or disability of Mr.

Fernandez, for cause or without good reason, for cause or with good reason,

as a result of the change of control of the Company and at the option of Mr.

Fernandez with or without cause.

The June 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.

Company will also reimburse Mr.

Fernandez for any and all premium payments made by him to obtain and continue personal catastrophe and

disability insurance coverages for himself, which policy will have policy limits not to exceed one hundred percent ( 100 % ) of his base

salary per annum at any given time.

In addition, the Company will pay for any and all travel-related expenses incurred by Mr.

and/or his immediate family members, not to exceed $10,000.00 per fiscal year, regardless of whether or not such expenses are incurred

Fernandez in connection with services or duties to be performed by him as an employee of the Company.

The Company will also pay

for any and all fees and costs incurred by Mr.

Fernandez in connection with professional services provided to him, not to exceed $ 10,000

per year, including, without limitation, services provided to the Company by attorneys, accountants, financial planners and the like,

regardless of whether or not such services are provided to Mr.

Fernandez in connection with his employment with the Company.

addition, the June Agreement (which repeats, but not duplicates, a grant of restricted stock made under the May Agreement), Mr.

received an award of restricted stock with a grant date fair value equal to $ 3,000,000 determined at the per unit offering price in the

June Offering ($ 5 per Unit) (the “RSA”), which RSA will vest 1/3 at each of the three anniversaries of the grant date.

Grant Date for the RSA is May 28, 2021, as determined pursuant to the May Agreement.

Notwithstanding the vesting schedule, full vesting

will occur upon a Change in Control, as that term is defined in the Restricted Stock Agreement pursuant to which the RSA was made.

Company at its sole expense is obligated to register the reoffer and resale by Mr.

Fernandez of the securities granted to him pursuant

to the Restricted Stock Agreement.

Fernandez’ employment is terminated for any reason at any time by the Company prior to the full vesting of the RSA without

“Cause” (as that term is defined in the June Agreement), the RSA will vest and Mr.

Fernandez will receive all right, title

and interest in the balance of the securities granted to him in the RSA.

the term of the June Agreement and so long as Mr.

Fernandez is employed by the Company, he may nominate two directors to the Company’s

Board of Directors.

The appointment of these directors to the Board is subject to approval by the Board of Directors.

August 7, 2021, the June Agreement was amended in order to, among other things, increase Mr.

Fernandez’s compensation by (i) providing

for medical plan coverage for Mr.

Fernandez and his family at the expense of the Company, and (ii) providing for an auto allowance $ 1,000

Employment Agreement

June 22, 2021, the Company appointed Sarwar Uddin as the Chief Financial Officer of the Company.

Uddin replaced Thomas Seifert, whose

employment by the Company terminated on the same date.

The initial term of Mr.

Uddin’s agreement is one year commencing on June

The term of the employment agreement will be automatically extended for additional one-year terms unless terminated by the

Company or Mr.

Uddin by written notice.

Uddin’s annual base compensation is $ 240,000 .

The Company may increase (but not decrease)

his compensation during its term.

In addition, Mr.

Uddin will be entitled to receive an annual cash bonus if the Company meets or exceeds

criteria adopted by the Compensation Committee of the Board of Directors.

Uddin is also entitled to participate in any other executive

compensation plans adopted by the Board of Directors and is eligible for such grants of awards under stock option or other equity incentive

plans as the Compensation Committee of the Company may from time to time determine (the “Share Awards”).

The Company is required

to pay or to reimburse Mr.

Uddin for all reasonable out-of-pocket expenses actually incurred or paid by Mr.

Uddin in the course of his

employment, consistent with the Company’s policy.

Uddin shall be entitled to participate in such pension, profit sharing, group

insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the

Company provides to its senior Employees.

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.

On August 7, 2021, on the approval and recommendation of the Compensation

Committee of the Board of Directors of Orbsat Corp, the Company entered into an amendment to the current employment agreement to increase

Uddin’s compensation by providing for an allowance of $ 600 per month for the payment of medical plan coverage for Mr.

and his family.

Employment Agreement

June 22, 2021, the Company appointed Theresa Carlise, Controller, Treasurer and Secretary.

The initial term of Ms.

Carlise agreement

The term of the employment agreement will be automatically extended for additional one-year terms unless terminated by the

Company or Ms.

Carlise by written notice.

Carlise’s annual base compensation is $ 180,000 , The agreement provides for medical

plan coverage and an auto allowance.

The Company may increase (but not decrease) her compensation during its term.

In addition, Ms.

will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the

Board of Directors.

Carlise is also entitled to participate in any other executive compensation plans adopted by the Board of Directors

and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company

may from time to time determine (the “Share Awards”).

The Company is required to pay or to reimburse Ms.

Carlise for all

reasonable out-of-pocket expenses actually incurred or paid by Ms.

Carlise in the course of her employment, consistent with the Company’s

Carlise shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health

and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior Employees.

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.

On August 7, 2021, on the approval and recommendation of the Compensation Committee of the Board of Directors of Orbsat

Corp, the Company entered into an amendment to the current employment agreement.

The Amendment for Ms.

Carlise amends her Employment

Agreement in order to, among other things, change Ms.

Carlise’s title to “Chief Accounting Officer, Secretary and Treasurer.

July 24, 2019, a three-year lease was signed for 2,660 square feet for £ 25,536 annually, for our facilities in Poole, England for

£ 2,128 per month, or $ 2,717 per month at the yearly average conversion rate of 1.276933 , or $ 2,738 using exchange rate close at

December 31, 2020 of 1.286618 .

The lease has been renewed until July 23, 2022 .

June 21, 2021, the Company entered into a lease agreement for office space in Aventura, FL.

The term of the lease commenced on June 23,

2021 and has a minimum six month term.

The monthly rent for this office space is $ 1,210 .

The lease agreement can be terminated with 60

days’ notice.

leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees.

expenses generally represent the Company’s share of the landlord’s operating expenses.

The Company does not have any leases

classified as financing leases.

June 30, 2021, the Company had current and long-term operating lease liabilities of $ 30,304 and $ 6,703 , respectively, and right of use

assets of $ 40,130 .

rent expense for the six months ended June 30, 2021 and 2020 were $ 18,933 and $ 15,891 , respectively.

June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause.

asserts that the termination was not for cause and that he is owed all compensation payable under his employment agreement executed in

The Company’s position is that Mr.

Seifert is not owed any additional consideration or compensation relating to his

prior service with the Company, or arising under any employment agreement.

The Company believes it has adequate defenses to any

The Company has determined to initiate litigation against Mr.

Seifert asserting a number of claims including, but not limited

to, rescission of the employment agreement, fraud in the inducement in connection with the execution of the employment agreement, and

breach of the fiduciary duties of good faith and loyalty.

The Company does not expect to seek substantial monetary relief in the litigation.

time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of

The Company is not currently involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental

authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject,

which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating

CORP AND SUBSIDIARIES

ORBITAL TRACKING CORP.

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15 - CONCENTRATIONS

accounted for approximately 64.6 % and 57.5 % of the Company’s revenues during the six months ended June 30, 2021 and 2020, respectively.

No other customer accounted for 10 % or more of the Company’s revenues for either period.

following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the six

months ended June 30, 2021 and 2020.

SCHEDULE OF CONCENTRATION RISK

Globalstar Europe

Network Innovations

Cygnus Telecom

following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three

months ended June 30, 2021 and 2020.

Globalstar Europe

Network Innovations

Cygnus Telecom

following table sets forth revenue as to each geographic location, for the six months ended June 30, 2021 and 2020:

SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION

North America

South America

Asia & Pacific

following table sets forth revenue as to each geographic location, for the three months ended June 30, 2021 and 2020:

North America

South America

Asia & Pacific

16 – SUBSEQUENT EVENTS

On July 6, 2021, the Company

issued 8,500 shares of common stock, for the exercise of 8,500 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 42,500 .

On July 8, 2021, the Company

issued 495,000 shares of common stock, for the exercise of 495,000 warrants, at an exercise price of $ 5.00 , for cash consideration of

$ 2,475,000 .

On July 12, 2021, the Company

issued 2,000 shares of common stock, for the exercise of 2,000 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 10,000 .

On July 13, 2021, the Company

issued 9,853 shares of common stock, for the exercise of 9,853 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 49,265 .

on July 13, 2021, Orbsat Corp announced that its Global Telesat

Communications (“GTC”) unit has entered into an agreement with Alibaba.com, the B2B (Business-to-Business) e-commerce

website owned and operated by Alibaba Group Holding Limited, also known as Alibaba Group (NYSE:

9988), a Chinese multinational

technology company specializing in e-commerce, retail, internet, and technology.

GTC will be a Gold-level Supplier on Alibaba.com ,

the world’s largest Business-to-Business (B2B) e-commerce website.

the agreement, GTC significantly expands its 24/7/365 e-commerce presence with the launch of its latest global storefront.

Orbsat expects

to launch its new storefront during the third quarter with an extensive range of satellite IoT and connectivity products.

include Orbsat’s specialized satellite tracking products, some of which operate using the Company’s many ground station based

network processors, and can be used to track and monitor the location of cars, trucks, trailers, boats, containers, animals, and other

remote assets.

Orbsat’s full catalog of 500+ products and connectivity services will be available on Alibaba.com by the start of

the first quarter of 2022.

The Company will pay an annual fee of $ 5,999 under the agreement.

The agreement will continue on an year-to-year

On July 14, 2021, the Company

issued 133,555 shares of common stock, for the exercise of 133,555 warrants, at an exercise price of $ 5.00 , for cash consideration of

On July 15, 2021, the Company

issued 195,000 shares of common stock, for the exercise of 195,000 warrants, at an exercise price of $ 5.00 , for cash consideration of

On July 19, 2021, the Company

issued 1,000 shares of common stock, for the exercise of 1,000 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 5,000 .

On July 22, 2021, the Company

issued 5,000 shares of common stock, for the exercise of 5,000 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 25,000 .

On August 2, 2021, the Company issued 80,000 shares of common stock, for the exercise of

80,000 warrants, at an exercise price of $ 5.00 , for cash consideration of $ 400,000 .

August 7, 2021, on the approval and recommendation of the Compensation Committee of the Board,

the Company entered into amendments (each an “Amendment”) to the current employment agreements (each, an “Employment

Agreement”) of Charles M.

Fernandez, the Company’s Executive Chairman and Chief Executive Officer;

David Phipps, a Director

and the Company’s President and the Chief Executive Officer of Global Operations;

Sarwar Uddin, the Company’s Chief Financial

and Theresa Carlise, the Company’s Chief Accounting Officer, Treasurer and Secretary.

Amendment for Mr.

Fernandez amends his Employment Agreement in order to, among other things, increase Mr.

Fernandez’s compensation

by (i) providing for medical plan coverage for Mr.

Fernandez and his family at the expense of the Company, and (ii) providing for an

auto allowance $ 1,000 per month.

The Amendment for Mr.

Phipps amends his Employment Agreement in order to, among other things, (i) change

Phipps’ title to “President of Orbsat Corp and Chief Executive Officer of Global Operations” and (ii) increasing

Phipps’ compensation by providing for an auto allowance $ 1,000 a month.

The Amendment for Mr.

Uddin amends his Employment Agreement

in order to, among other things, increase Mr.

Uddin’s compensation by providing for an allowance of $ 600 per month for the payment

of medical plan coverage for Mr.

Uddin and his family.

The Amendment for Ms.

Carlise amends her Employment Agreement in order to, among

other things, change Ms.

Carlise’s title to “Chief Accounting Officer, Secretary and Treasurer.”

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-Q

Item 1. Financial Statements