What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-15 compared with 2021-08-17 · 835 added, 617 removed, 890 unchanged (62% of the section changed)

1 unchanged sentence

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.

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

The financial statements

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS AS OF

June 30, 2021

September 30, 2021

December 31, 2020

8 unchanged sentences

Intangible assets, net

Prepaid expenses – long term portion

LIABILITIES AND STOCKHOLDERS’ EQUITY

15 unchanged sentences

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)

Common stock, ($ 0.0001 par value;

50,000,000 shares authorized, 6,469,263 shares issued and outstanding as of September 30, 2021 and 817,450 shares issued and outstanding at December 31, 2020, respectively)

Additional paid-in capital

2 unchanged sentences

( 13,878,553 )

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Total stockholders’ equity

6 unchanged sentences

Three Months Ended

June 30, 2021

September 30, 2021

Three Months Ended

June 30, 2020

Six Months Ended

June 30, 2021

Six Months Ended

June 30, 2020

September 30, 2020

Nine Months Ended

September 30, 2021

Nine Months Ended

September 30, 2020

Cost of sales

2 unchanged sentences

Salaries, wages and payroll taxes

Stock based compensation

Professional fees

2 unchanged sentences

Loss before other expenses and income taxes

( 2,236,846 )

( 3,085,111 )

Other (income) expense

8 unchanged sentences

$ ( 4,567,085 )

$ ( 1,358,745 )

Provision for income taxes

2 unchanged sentences

( 1,100,451 )

Comprehensive Income:

( 4,567,085 )

( 1,358,745 )

Comprehensive income (loss):

Net (loss) income

1 unchanged sentence

( 1,100,451 )

( 4,567,085 )

( 1,358,745 )

Foreign currency translation adjustments

3 unchanged sentences

$ ( 4,524,235 )

$ ( 1,378,585 )

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

the Six Months Ended June 30, 2021

the Nine months Ended September 30, 2021

$0.0001 Par Value

Comprehensive

Stockholders’

December 31, 2020

Income (Loss)

Balance, 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 common stock from convertible debt

Issuance of common related to offering

Issuance of common for over-allotment

Issuance of warrants for over-allotment

Issuance of common stock from exercise of warrant

Issuance of common stock for exercise of options

Stock based compensation in connection with options granted

Stock issued for services

Stock issued for services, shares

Stock based compensation in connection with restricted stock awards

Issuance of common stock for services

Beneficial conversion feature of convertible debt

Comprehensive loss

( 4,567,085 )

June 30, 2021

Balance, September 30, 2021

$ ( 18,445,638 )

the Six Months Ended June 30, 2020

the Nine months Ended September 30, 2020

Comprehensive

Stockholders’

December 31, 2019

Income (Loss)

Balance, December 31, 2019

$ ( 11,115,178 )

common stock from convertible debt

Comprehensive

June 30, 2020

Issuance common stock from convertible debt

Issuance of common stock for options exercised

Stock issued for services

Stock based compensation in connection with options granted

Beneficial conversion feature of convertible debt

Comprehensive loss

( 1,358,745 )

Balance, September 30, 2020

$ ( 12,473,923 )

accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

the Three Months Ended June 30, 2021

the Three Months Ended September 30, 2021

$0.0001 Par Value

2 unchanged sentences

Income (Loss)

Balance, March 31, 2021

Balance, June 30, 2021

$ ( 16,140,089 )

Issuance common stock from convertible debt

Issuance of common related to offering

Issuance of common for over-allotment

Issuance of warrants for over-allotment

Issuance of common stock related to exercise of options

Stock based compensation for restricted stock awards

Stock based compensation for options granted

Issuance of common stock from exercise warrant

Comprehensive loss

Comprehensive income

( 2,305,549 )

Balance, June 30, 2021

Balance, September 30, 2021

$ ( 18,445,638 )

the Three Months Ended June 30, 2020

the Three Months Ended September 30, 2020

$0.0001 Par Value

Comprehensive

Stockholders’

March 31, 2020

$ ( 11,400,038 )

common stock from convertible debt

Comprehensive

Income (Loss)

June 30, 2020

Balance, June 30, 2020

$ ( 11,373,472 )

Issuance common stock from convertible debt

Issuance of common stock related to exercise of options

Stock issued for services

Stock based compensation for options granted

Beneficial conversion feature of convertible debt

Comprehensive loss

( 1,100,451 )

Balance, September 30, 2020

$ ( 12,473,923 )

accompanying notes to unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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 NINE MONTHS ENDED

September 30, 2021

September 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 4,567,085 )

$ ( 1,358,745 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Amortization of intangible asset

Stock based compensation

Stock issued for services

Amortization of right to use

Amortization of convertible debt discount, net

Gain on debt extinguishment

Change in operating assets and liabilities:

Accounts receivable

Unbilled revenue

VAT receivable

Prepaid expense

Other current assets

Accounts payable and accrued liabilities

Lease liabilities

Provision for income taxes

Contract liabilities

Net cash used in operating activities

( 2,997,644 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible note payable

Proceeds from related party payable

Proceeds from common stock offering

Proceeds from warrant offering

Proceeds from exercise of warrant

Proceeds from exercise of options

Proceeds of note payable

Repayments of line of credit

Repayments of related party payable

Repayments of note payable

Repayments of Coronavirus note payable

Net cash provided by financing activities

Effect of exchange rate on cash

Net 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 accompanying notes to the unaudited condensed consolidated financial statements.

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statements not misleading.

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

The unaudited financial statements for the nine months ending September 30, 2021, are not necessarily indicative

of the results for the remainder of the fiscal year.

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Orbital Satcom Corp.

and Global Telesat Communications Ltd.

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

own tracking devices for use by retail customers worldwide.

(“Orbital Satcom”) and Global Telesat Communications Limited (“GTC”).

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 own tracking devices for use by retail customers worldwide.

Company was originally incorporated in 1997 in Florida.

5 unchanged sentences

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.

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.

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.

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

During late 2014, we abandoned our efforts to

enter the potash business.

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 .

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.

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.

As a result of the reverse split,

our common stock now has the CUSIP number:

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

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

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

2 unchanged sentences

The Company’s

Board of Directors subsequently approved a 1-for-5

Board of Directors (the “Board”) subsequently approved a 1-for-5

reverse stock split .

The Company has filed a

The Company filed a

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

2 unchanged sentences

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 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.

No fractional shares of common stock were issued as a result of the reverse

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

information presented in this Quarterly Report on Form 10-Q 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 10-Q 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,”

2 unchanged sentences

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Telesat Communications Limited (“GTC”) 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.

Company 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 the Company.

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

4 unchanged sentences

of $ 14,400,000

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.

(the “June Offering”).

See Note 12, Stockholders’ Equity, for more information regarding the June Offering.

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 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

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

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.

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 .

All cash amounts in excess of $ 250,000 , $ 16,888,644 , 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

5 unchanged sentences

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.

As of September 30, 2021, and December 31, 2020, there is

an allowance for doubtful accounts of $ 15,782

and $ 15,596 ,

respectively.

CORP AND SUBSIDIARIES

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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

expenses amounted to $ 8,653 at September 30, 2021 and $ 1,784 at December 31, 2020.

Prepaid expense includes prepaid rent of $ 6,169 , 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.

Currency Translation

Company’s reporting currency is U.S.

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

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

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

7 unchanged sentences

relevant translation rates are as follows:

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$:

for the three and nine months ended September 30, 2021, closing rate at 1.342642

GBP, quarterly average rate at 1.3784972

GBP and yearly average rate at 1.3853499

GBP, for the three and nine

months ended September 30, 2020, closing rate at 1.2923

GBP, quarterly average rate at 1.293173

GBP and yearly average rate of 1.271713 .

For the year ended December 31, 2020 closing rate at 1.260983

GBP, average rate at 1.260983

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

At June 30, 2021 and December 31,

At September 30, 2021 and December

31, 2020, we had contract liabilities of $ 40,956 and $ 36,704 , respectively.

28 unchanged sentences

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.

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

CORP AND SUBSIDIARIES

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Website development

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

expense for the three months ended September 30, 2021 and 2020 were $ 72,206

and $ 67,447 ,

respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 206,654

and $ 199,242 ,

respectively.

of long-lived assets

6 unchanged sentences

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

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

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

for Derivative Instruments

75 unchanged sentences

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

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.

11 unchanged sentences

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.

For the nine months ended September 30, 2021 and 2020,

there were no expenditures on research and development.

per Common Share

5 unchanged sentences

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

following are dilutive common stock equivalents during the quarter ended:

following are dilutive common stock equivalents during the nine months ended:

SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS

June 30, 2021

June 30, 2020

September 30, 2021

September 30, 2020

Convertible notes payable (1)

1 unchanged sentence

Stock Warrants

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.

were 0 and 1,152,411 shares of our common stock issuable upon conversion of $ 1,152,411 of Convertible Notes Payable at a conversion

rate of $ 1.00 per share, as of September 30, 2021 and 2020, not accounting for 9.99 % beneficial ownership limitation.

Party Transactions

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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

for the nine months ended September 30, 2021, for liability of 1.3426420 or $ 34,286 .

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 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.

September 30, 2021, the Company had current and long-term operating lease liabilities of $ 27,801 and $ 0 , respectively, and right of use

assets of $ 30,658 .

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2 - INVENTORIES

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

OF INVENTORIES

June 30, 2021

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

SCHEDULE OF INVENTORIES

September 30, 2021

December 31, 2020

1 unchanged sentence

Less 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

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

3 – VAT RECEIVABLE

1 unchanged sentence

the EU, (“BREXIT”).

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

For the nine months ending September 30, 2021, the Company recorded a receivable in the amount of $ 446,657

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.

Subsequently to September 30, 2021, the Company

has received a total of $ 174,402 , in regard to this receivable.

4 – PREPAID EXPENSES

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.

expenses amounted to $ 8,653 at September 30, 2021 and $ 1,784 at December 31, 2020.

Prepaid expense includes prepaid rent of $ 6,169 , 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

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

September 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

September 30, 2021

December 31, 2020

3 unchanged sentences

Website development

Property and equipment, gross

Property, Plant and Equipment, Gross

Less accumulated depreciation

1 unchanged sentence

( 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.

expense for the three months ended September 30, 2021 and 2020 were $ 72,206

and $ 67,447 ,

respectively.

Depreciation expense for the nine months ended September 30, 2021 and 2020 were $ 206,654

and $ 199,242 ,

respectively.

6 – INTANGIBLE ASSETS

1 unchanged sentence

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.

(“Global Telesat”).

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, Global Telesat and World Surveillance Group,

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 Global Telesat under each of the Globalstar Contracts, subject

to certain exclusions, (ii) account and online access to the Globalstar Cody Simplex activation system, (iii) Global Telesat’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 Global Telesat’s rights and benefits directly and exclusively related to the

Globalstar Contracts.

of customer contracts are included in depreciation and amortization.

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

$ 12,500 , respectively.

For the nine months ended September 30, 2021 and 2020, the Company

amortized $ 18,750 , respectively.

Future amortization of intangible assets is as follows:

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.

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

7 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES

June 30, 2021

September 30, 2021

December 31, 2020

2 unchanged sentences

Customer deposits payable

Accrued wages & payroll liabilities

VAT liability & sales

VAT liability & sales tax payable

Pre-merger accrued other liabilities

2 unchanged sentences

8 – LINE OF CREDIT

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

The one-year term loan is paid

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

For the 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 .

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

with Amazon Capital Services Inc.

The one-year term

loan is paid monthly, has an interest rate of

with late payment penalty interest of 11.72 %.

For the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $ 0

respectively.

The short-term line of credit balance as of September 30, 2021 and December 31, 2020, was $ 0

CORP AND SUBSIDIARIES

16 unchanged sentences

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

the periods ended September 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 nine months ended September 30, 2021, the Company recorded interest in

relation to the note of $ 2,503 .

CORP AND SUBSIDIARIES

47 unchanged sentences

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

June 30, 2021

December 31, 2020

September 30,

May 2019 Notes

4 unchanged sentences

( 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 .

the nine months ended September 30, 2021 and 2020, we amortized the discount on the debt, to interest expense of $ 1,425,365

and $ 752,130 .

the nine months ended September 30, 2021, the Holders converted a total of $ 1,644,267

of the convertible debt to 1,345,468

shares of common shares.

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.

For the three

months ended September 30, 2020, the Company amortized discount on the debt, to interest expense of $ 348,563 , resulting in a balance

of unamortized discount notes payable of $ 427,329 .

the nine months ended September 30, 2020, the Holders converted $ 585,589

of the convertible debt to common stock, resulting

in an issuance of 597,657

common shares, 24,135

common shares

at the conversion rate of $ 0.50

per share and 573,522

common shares at the conversion rate of

The balance of the convertible notes at September 30, 2020, net of unamortized discount of $1,051,382, is $101,029.

CORP AND SUBSIDIARIES

2 unchanged sentences

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 .

April 20, 2020, the Board, approved for its wholly owned UK subsidiary, Global Telesat Communications Limited (“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 .

15 unchanged sentences

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 of September 30, 2021,

the Company has recorded $ 55,943

as current portion of notes payable and $ 268,528

5 unchanged sentences

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.

As of September

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

12 - STOCKHOLDERS’ EQUITY

1 unchanged sentence

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

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

March 5, 2016, the Company shareholders voted in favor 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

shares of preferred stock from 220,000,000 shares consisting of (i) 200,000,000 shares of common stock and (ii) 20,000,000 shares of

4 unchanged sentences

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.

from 750,000,000 shares to 50,000,000 shares), and

(iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the Reverse Split (i.e.

The Certificate of Change provides for (i) a 1-for-15

reverse split of the Company’s common stock,

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.

from 750,000,000

shares to 3,333,333 shares).

No fractional shares will be issued in connection with the Reverse Split.

Stockholders who otherwise would

be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of post-Reverse

Split shares to which they are entitled rounded up to the nearest whole number of shares.

No stockholders will receive cash in lieu of

fractional shares.

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

shares to 50,000,000

shares), and (iii) a reduction in the number

of authorized shares of preferred stock in direct proportion to the reverse split (i.e.

from 50,000,000

shares to 3,333,333

No fractional shares will be issued

in connection with the reverse split.

Stockholders who otherwise would be entitled to receive fractional shares of common stock

or preferred stock, as the case may be, will have the number of post-reverse split shares to which they are entitled rounded up

to the nearest whole number of shares.

No stockholders will receive cash in lieu of fractional shares.

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

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

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 10-Q,

other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5

reverse stock split of Company’s outstanding

7 unchanged sentences

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 ,

of September 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 per share.

of September 30, 2021, there were 3,333,333 shares of Preferred Stock authorized, none of which are issued and outstanding.

of September 30, 2021, there were 2,386,092 registered

warrants authorized to purchase of common stock issued and outstanding.

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 years .

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 .

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 .

July 6, 2021, the Company issued 78,500 shares of common stock, for the exercise of 78,500 warrants, at an exercise price of $ 5.00 , for

cash consideration of $ 392,500 .

July 8, 2021, the Company issued 425,000 shares of common stock, for the exercise of 425,000 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 2,125,000 .

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.

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 .

July 13, 2021, the Company issued 59,853 shares of common stock, for the exercise of 59,853 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 299,265 .

July 14, 2021, the Company issued 278,555 shares of common stock, for the exercise of 278,555 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 1,392,775 .

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 .

July 30, 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 .

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

1 unchanged sentence

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.

of September 30, 2021, there were 144,000 Underwriter Warrants issued and outstanding.

summary of the status of the Company’s total outstanding warrants and changes during the nine months ended September 30, 2021 is

SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES

Average Exercise

Balance at January 1, 2021

Balance outstanding and exercisable at September 30, 2021

of September 30, 2021, and December 31, 2020, there were 2,530,092 and 800 warrants outstanding, respectively.

of September 30, 2021, there were 50,000,000 shares of common stock authorized and 6,469,263 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

3 unchanged sentences

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 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.

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

debt, at the conversion rate of $ 1.00 per share.

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

debt, at the conversion rate of $ 1.00 per share.

February 23, 2021, the Company issued an aggregate of 120,000 shares of common stock upon the conversion of $ 150,000 of its convertible

debt, at the conversion rate of $ 1.25 per share.

February 23, 2021, the Company issued an aggregate of 1,000 shares of 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 $ 149,532 of its convertible debt,

at the conversion rate of $ 1.00 per share.

March 1, 2021, the Company issued an aggregate of 38,616 shares of common stock upon the conversion of $ 48,270 of its convertible debt,

at the conversion rate of $ 1.25 per share.

March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse

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 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 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.

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

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 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

shares of common stock upon the conversion of

of its convertible debt, at a weighted average

1 unchanged sentence

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.

“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 $ 5.00 per 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”).

The 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.

In 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 .

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).

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

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 5110(g)(8).

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.

However, 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.

June 10, 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 .

July 6, 2021, the Company issued 78,500 shares of common stock, for the exercise of 78,500 warrants, at an exercise price of $ 5.00 , for

cash consideration of $ 392,500 .

July 8, 2021, the Company issued 425,000 shares of common stock, for the exercise of 425,000 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 2,125,000 .

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 .

July 13, 2021, the Company issued 59,853 shares of common stock, for the exercise of 59,853 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 299,265 .

July 14, 2021, the Company issued 278,555 shares of common stock, for the exercise of 278,555 warrants, at an exercise price of $ 5.00 ,

for cash consideration of $ 1,392,775 .

July 15, 2021, the Company issued 5,000 shares of common stock in connection with the exercise of 5,000 options, for cash consideration

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 .

July 30, 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 .

September 3, 2021, the Company issued 10,000 shares of common stock in connection with restricted stock awards, with a fair market value

of $ 5.35 per share, from the date of the award.

September 14, 2021, the Company issued 40,000 shares of common stock in connection with restricted stock awards, with a fair market value

of $ 5.35 per share, from the date of the award.

September 22, 2021, the Company issued a total of 12,437 common shares for the exercise of 14,200 options through a cashless exercise

using 2,763 options for the $ 1.00 exercise price and in connection with a 1,000 restricted stock award.

CORP AND SUBSIDIARIES

1 unchanged sentence

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

August 24, 2021, the Company issued to Douglas Ellenoff, Chief Business Development Strategist, 300,000 options which are fully

vested, to purchase its common stock.

The Company will issue an additional 150,000 options per year for the next three years which

will be fully vested at the end of each year, as long as Mr.

Ellenoff remains employed by the Company.

During the next three years, Mr.

Ellenoff will be eligible to receive an additional 250,000 per year on each of the first three anniversaries of the commencement

of his employment if during each such year Mr.

Ellenoff introduces the Company to twelve (12) or more potential Business Transactions

(as defined in the Ellenoff Agreement and which transactions need not be consummated);

provided that the Company’s Chief Executive

Officer may, in his sole discretion, waive the vesting requirement in any given year.

Such options have an exercise price of $5.35

per share and will terminate 5 years after they vest.

Also on August 24, 2021, the Company granted 25,000 options to Paul R Thomson, its Executive Vice President and current Chief Financial Officer.

The options were issued outside of the Company’s 2020 Equity Incentive Plan and are not governed by the 2020 Plan.

have an exercise price of $ 5.35 per share, vest immediately, and have a term of five years.

options granted were valued on the grant date

at approximately $ 3.24

per option or a total of $ 1,053,064

using a Black-Scholes option pricing model

with the following assumptions:

stock price of $5.37 per share (based on the closing price of the Company’s common stock of the

date of issuance), volatility of 75.25 % ,

expected term of 5

years , and a risk-free interest rate of 0.28 % .

In connection with the above stock option grant, for the nine months ended September 30, 2021, the Company recorded stock-based compensation

of $ 1,053,064 .

summary of the status of the Company’s outstanding stock options and changes during the nine months ended September 30, 2021 is

SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES

1 unchanged sentence

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

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.

Balance outstanding at September 30, 2021

Options exercisable at September 30, 2021

August 24, 2021, in connection with Paul R.

Thomson employment as Executive Vice President, and currently Chief Financial Officer, and

as a material inducement to enter into the Thomson Agreement, Mr.

Thomson received a restricted stock grant of 25,000 shares of Common

Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of

the next three annual anniversaries of his employment.

These equity awards to Mr.

Thomson were issued outside of a shareholder approved

stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

On October 7,

2021, the Board of Directors of the Company (the “Board”) appointed Paul R.

Thomson, the Executive Vice President of the

Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021.

on August 24, 2021, under the terms of the Ellenoff Agreement, Douglas Ellenoff, Chief Business Development Strategist, will receive,

in lieu of cash compensation:

(i) a restricted stock award of 100,000

shares of Common Stock of the Company, 40,000

of which were issued after the

execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000

of which will be issued and vest at the rate

shares at the end of each of the next three annual

anniversaries of his employment, provided that Mr.

Ellenoff serves on the Board at any time during such year;

These equity awards to

Ellenoff were material to induce Mr.

Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved

stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

connection to the above awards for the issuance of 50,000 common shares, the Company has recorded stock-based compensation of $ 268,500

for the nine months ended September 30, 2021, based on stock price of $ 5.37 per share (the closing price of the Company’s common

stock of the date of issuance).

the three and nine months ended September 30, 2021, the Company recorded total stock-based compensation for the awards

and options granted of $ 1,321,564 .

For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation of $ 130,400 .

13 - RELATED PARTY TRANSACTIONS

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.

of September 30, 2021, the $ 67,273 due to related parties was comprised of;

accrued salary due to David Phipps of $ 17,227 ,

accrued salary and expenses due to Charles M.

Fernandez of $ 37,237 , accrued salary and expenses due to Sarwar Uddin, Theresa

Carlise and Paul Thomson of $ 3,771 , $ 3,740 and $ 5,298 , respectively.

Total related party payments due as of September 30, 2021,

and December 31, 2020, are $ 67,273 and $ 102,060 , respectively.

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

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

The over-advance limit is

4 unchanged sentences

Express account for Orbital Satcom Corp.

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

and an American Express account for GTC, both in the name of David Phipps who personally guarantees

the balance owed.

3 unchanged sentences

Company employs three individuals who are related to Mr.

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

months ended June 30, 2021 and 2020, respectively.

The individuals earned gross wages totaling $ 107,042 and $ 58,149 ,

for the nine months ended September 30, 2021 and 2020, respectively.

14 - COMMITMENTS AND CONTINGENCIES

62 unchanged sentences

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 six months ended June 30, 2021 and for the year ended December 31, 2020, reflect this impact;

of operations for the nine months ended September 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.

4 unchanged sentences

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.

June 5, 2021, the Board caused the Company to enter into a new three-year employment

agreement with David Phipps, effective June 2, 2021 (“Phipps Agreement”).

The Phipps Agreement replaced his then

existing employment agreement and has an initial term of three years.

The Phipps agreement will be automatically extended

for additional one-year term thereafter unless terminated by the Company or Mr.

Phipps by written notice.

annual base compensation is an aggregate of $ 350,000 .

Phipps’ 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.

In 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 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 herein or in any award certificate(s),

which shall supersede any conflicting provisions governing Share Awards provided under the equity incentive plan.

is required to pay or to reimburse Mr.

Phipps for all reasonable out-of-pocket expenses actually incurred or paid by him

in the course of his employment, consistent with the Company’s policy.

Phipps 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 employees.

The Phipps Agreement may be terminated based on death

or disability of Mr.

Phipps, 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 Phipps 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, the

Phipps Agreement was amended in order to, among other things, (i) change Mr.

Phipps’ title to “President of Orbsat

Corp and Chief Executive Officer of Global Operations” and (ii) to increase Mr.

Phipps’s compensation by providing for an

auto allowance $ 1,000

CORP AND SUBSIDIARIES

2 unchanged sentences

May Employment Agreement

May 23, 2021, the Company entered into a three ( 3 ) year Employment Agreement (the “Fernandez Agreement”) with Mr.

May 23, 2021, the Company entered into a three ( 3 ) year Employment Agreement (the “May Agreement”) with Mr.

to serve as Chairman of the Board.

2 unchanged sentences

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.

As compensation for services under the May Agreement, was to receive, in monthly installments during the Term, the

sum of $ 12,000 .

Fernandez was 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 May 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 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.

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.

Fernandez’s association

with the Company or otherwise.

In connection to the June Offering, the Company granted Mr.

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.

Fernandez of the securities granted to Employee pursuant to the RSA.

June Employment Agreement

2 unchanged sentences

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.

The June Agreement replaced “the May Agreement”.

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.

Fernandez’s annual

base compensation under the June Agreement is $ 350,000 per year.

The Company 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.

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 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

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 for all reasonable out-of-pocket expenses actually incurred or paid

Fernandez in the course of his employment, consistent with the Company’s policy.

Fernandez will also be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and

76 unchanged sentences

and his family.

October 4, 2021, Sarwar Uddin, the Chief Financial Officer of Orbsat Corp (the “Company”), notified the Company of his resignation

from all positions he holds with the Company.

Uddin’s resignation will be effective as of the close of business on October

Employment Agreement

2 unchanged sentences

Carlise agreement

The term of the employment agreement will be automatically extended for additional one-year terms unless terminated by the

Company or Ms.

was one year.

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.

Carlise’s annual base compensation is $ 180,000 .

The Carlise Agreement

provides for medical plan coverage and an auto allowance.

The Company may increase (but not decrease) her compensation during its

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.

Carlise 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 policy.

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.

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.

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.

amends her Employment Agreement in order to, among other things, change Ms.

Carlise’s title to “Chief Accounting Officer,

Secretary and Treasurer.

On October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent

approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Theresa Carlise,

the Company’s Chief Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1

year to 3 years (the “Carlise Amendment”).

Employment Agreement

August 24, 2021, Douglas S.

Ellenoff was appointed to the positions of Chief Business Development Strategist of Orbsat Corp (the “Company”)

and Vice Chairman of the Board of Directors of the Company.

The appointment was made on the approval and recommendation of the Nominating

Committee of the Board.

Ellenoff was not appointed to any committees of the Board.

connection with Mr.

Ellenoff’s appointment to the position of Chief Business Development Strategist of the Company, Mr.

and the Company entered into a three -year Employment Agreement, dated August 24, 2021 (the “Ellenoff Agreement”), that sets

forth the terms of his employment, including with regard to compensation.

Under the Ellenoff Agreement, Mr.

Ellenoff will be nominated

and renominated to serve on the Board during the term of the agreement.

Under the terms of the Ellenoff Agreement, Mr.

Ellenoff will

receive, in lieu of cash compensation:

(i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 of which

will be issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000 of which

will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided

Ellenoff serves on the Board at any time during such year;

and (ii) options to purchase a total of 1,500,000 shares of the Corporation’s

Common Stock, 300,000 of which will issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, 150,000

of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of

which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during

each such year Mr.

Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff

Agreement and which transactions need not be consummated);

provided that the Company’s Chief Executive Officer may, in his sole

discretion, waive the vesting requirement in any given year.

Such options have an exercise price of $ 5.35 per share and will terminate

5 years after they vest.

These equity awards to Mr.

Ellenoff were material to induce Mr.

Ellenoff to enter into the Ellenoff Agreement

and were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception

(Nasdaq Listing Rule 5635(c)(4)).

Employment Agreement

August 24, 2021, Paul R.

Thomson was appointed to the position of Executive Vice President of the Company.

Thomson’s appointment

as Executive Vice President was effective on August 24, 2021, the date of that certain Employment Agreement between Mr.

Thomson and the

Company (the “Thomson Agreement”).

The Thomson Agreement has an initial term of 3 years and will be automatically extended

for additional 1-year term unless terminated by the Company or Mr.

Thomson by written notice.

Thomson’s annual base compensation

is $ 250,000 .

The Company may increase (but not decrease) his compensation during its term.

In addition, Mr.

Thomson will be entitled

to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board.

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 Company may from time to time determine (the

“Share Awards”).

connection with Mr.

Thomson’s employment, and as a material inducement to enter into the Thomson Agreements, Mr.

Thomson received

(i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years;

and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which

will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment.

These equity awards

Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant”

exception (Nasdaq Listing Rule 5635(c)(4)).

On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed

Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective

October 9, 2021.

As Chief Financial Officer, Mr.

Thomson will also become the Company’s principal financial officer, effective

October 9, 2021.

On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation

Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current

employment agreement with Mr.

Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer”

effective October 9, 2021 (the “Thomson Amendment”).

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

6 unchanged sentences

The monthly rent for this office space is $ 1,210 .

The lease agreement can be terminated with 60

days’ notice.

The lease agreement can be terminated

with 60 days’ notice.

On October 31, 2021, the lease for the office space, as described above, was terminated as of November

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

2 unchanged sentences

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.

August 12, 2021, the Company entered into a new lease agreement for 2,070 square feet of office space in Miami, FL.

The term of the lease

will be 62 months, at an average of $ 8,347 per month, to commence upon possession once the facility is completed in early spring 2022.

The Company has paid a security deposit of $ 38,706 and $ 6,869 in prepaid rent.

September 30, 2021, the Company had current and long-term operating lease liabilities of $ 27,801 and $ 0 , respectively,

and right of use assets of $ 30,658 .

rent expense for the nine months ended September 30, 2021 and 2020 were $ 36,055 and $ 24,182 , respectively.

June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause.

3 unchanged sentences

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.

Further, the Company asserts that Mr.

Seifert engaged in misconduct

during his tenure as the Company’s CFO.

Seifert’s employment as Chief Financial Officer has resulted in two lawsuits.

Company initiated litigation against Mr.

Seifert on June 28, 2021 in the Eleventh Judicial Circuit Court in and for Miami-Dade County.

The parties to the suit are Orbsat Corp.

and Thomas Seifert.

The matter was designated Case No.:

2021-15243 CA 01.

The Company’s

case against Mr.

Seifert is now pending in the United States District Court for the Southern District of Florida, which matter is designated

1:21-cv-22436-DPG.

The Company seeks damages under several legal theories, including breach of fiduciary duty, breach of an

employment agreement, fraud in the inducement, fraudulent misrepresentation, and constructive fraud.

The Company does not expect to obtain

substantial monetary relief in its litigation against Mr.

July 2, 2021, Mr.

Seifert filed suit against the Company in the United States District Court for the Southern District of Florida.

parties to the suit are Thomas Seifert, Orbsat Corp.

and Charles Fernandez, Orbsat’s Chairman and Chief Executive Officer.

matter is designated Case No.:

1:21-cv-22410-MGC.

Seifert seeks damages under several legal theories, including breach of an employment

agreement, retaliatory discharge, libel per se, and negligent misrepresentation.

The Company believes it has adequate defenses to defeat

Seifert’s claims.

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

6 unchanged sentences

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.

accounted for approximately 64.0 % and 60.1 % of the Company’s revenues during the nine months ended September 30, 2021 and 2020,

respectively.

For the three months ended September 30, 2021 and 2020, Amazon accounted for approximately 64.8 % and 64.9 %, respectively

of the Company’s revenue.

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.

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

months ended September 30, 2021 and 2020.

SCHEDULE OF CONCENTRATION RISK

September 30, 2021

September 30, 2020

Satcom Global

Globalstar Europe

2 unchanged sentences

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.

months ended September 30, 2021 and 2020.

September 30, 2021

September 30, 2020

Satcom Global

Globalstar Europe

1 unchanged sentence

Cygnus Telecom

following table sets forth revenue as to each geographic location, for the six months ended June 30, 2021 and 2020:

following table sets forth revenue as to each geographic location, for the nine months ended September 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:

following table sets forth revenue as to each geographic location, for the three months ended September 30, 2021 and 2020:

September 30, 2021

September 30, 2020

North America

2 unchanged sentences

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.”

October 4, 2021, Sarwar Uddin, the Chief Financial Officer of Orbsat Corp (the “Company”), notified the Company of his resignation

from all positions he holds with the Company.

Uddin’s resignation will be effective as of the close of business on October

October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R.

Thomson, the Executive Vice President

of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021.

As Chief Financial Officer,

Thomson will also become the Company’s principal financial officer, effective October 9, 2021.

On October 8, 2021, on the approval

and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval

of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr.

Thomson to reflect his

new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”).

October 7, 2021, the Board appointed Andrew Cohen as Senior Vice President of Operations of the Company, effective October 8, 2021.

connection with Mr.

Cohen’s appointment, the Company entered into an employment agreement, dated October 8, 2021 (the “Cohen

Agreement”), that sets forth the terms of his employment.

Cohen Agreement has an initial term of 3 years and will be automatically extended for additional 1 year terms unless terminated by the

Company or Mr.

Cohen by written notice.

Cohen’s annual base compensation is $ 250,000 .

The Company may increase (but not decrease)

his compensation during its term.

In addition, Mr.

Cohen will be entitled to receive an annual cash bonus if the Company meets or exceeds

criteria adopted by the Compensation Committee of the Board.

In connection with Mr.

Cohen’s employment, and as a material inducement

to enter into the Cohen Agreement, Mr.

Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per

share price of $5.35, and having a term of 5 years;

and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which

vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual

anniversaries of his employment.

These equity awards to Mr.

Cohen were issued outside of a shareholder approved stock or option plan

pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

October 7, 2021, on the approval and recommendation of the Compensation Committee, the Board approved a plan to make bonus payments of

$ 3,000 per month (each, a “Monthly Bonus”) to each of Charles M.

Fernandez, the Company’s Executive Chairman and Chief

Executive Officer, and David Phipps, a director and the Company’s President and Chief Executive Officer of Global Operations.

Monthly Bonus payments were approved in recognition of Messrs.

Fernandez’s and Phipps’ contributions to the Company.

Monthly Bonus payments will be made retroactively for months passed since June 2021, and the plan for Monthly Bonus payments will

renew on a quarterly basis until terminated by the Board upon 30 days’ prior notice to Messrs.

Fernandez and Phipps.

October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent approval of the Board,

the Company entered into an amendment to the Company’s current employment agreement with Theresa Carlise, the Company’s Chief

Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1 year to 3 years (the “Carlise

October 21, 2021, the Company issued 10,000 shares of common stock in connection with restricted stock awards, with a fair market value

of $ 5.35 per share, from the date of the award.

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