UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~June 30, ~~2021~~2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: ~~000-56059~~001-41227

CERBERUS CYBER SENTINEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		83-4210278
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

6900 E. Camelback Road, Suite 240, Scottsdale, AZArizona		85251
(Address of Principal Executive Offices)		(Zip Code)

(480) 389-3444

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value	~~Trading symbol(s)~~CISO	~~Name of exchange on which registered~~
~~None~~	~~N/A~~The Nasdaq Stock Market LLC	~~N/A~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~August 12, ~~2021,~~2022, there were ~~117,789,789~~138,585,388 shares of the registrant’s common stock outstanding.

CERBERUS CYBER SENTINEL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE ~~THREE AND NINE MONTHS~~QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2021 AND 2020~~2022

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		34

ITEM 1.	Financial Statements (unaudited)	34

	Condensed Consolidated Balance Sheets ~~as of September 30, 2021 (unaudited) and December 31, 2020~~	34

	Condensed Consolidated Statements of Operations ~~for the Three~~ and ~~Nine Months Ended September 30, 2021 and 2020 (unaudited)~~Comprehensive Loss	45

	Condensed Consolidated Statements of Changes in Stockholders’ ~~Deficit for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)~~Equity	56

	Condensed Consolidated Statements of Cash Flows ~~for the Nine Months Ended September 30, 2021 and 2020 (unaudited)~~	67

	Notes to Condensed Consolidated Financial Statements ~~(unaudited)~~	78

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2321

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	3629

ITEM 4.	Controls and Procedures	3629

PART II. OTHER INFORMATION		3730

ITEM 1.	Legal Proceedings	3730

ITEM 1A.	Risk Factors	3730

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3730

ITEM 3.	Defaults Upon Senior Securities	3730

ITEM 4.	Mine Safety Disclosures	3730

ITEM 5.	Other Information	3730

ITEM 6.	Exhibits	3831

SIGNATURES		3932

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ materially from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Forward-looking statements made in this Quarterly Report on Form 10-Q include statements about:

●	our ability to achieve and sustain profitability of our existing lines of business and through our wholly owned subsidiaries;
●	our ability to raise sufficient capital to continue to acquire cybersecurity companies;
●	our ability to attract and retain cybersecurity talent;
●	our ability to identify potential acquisition targets within predetermined parameters;
●	our ability to successfully execute acquisitions, integrate the acquired businesses, and create synergies as a global cybersecurity consolidator;
●	our ability to attract and retain key technology or management personnel and to expand our management team;
●	the rate of growth and anticipated trends and challenges in our business and in the market for our services;
●	our future financial performance, including our expectations regarding our revenue, cost of revenue, operating expenses, and our ability to achieve and maintain future profitability;
●	sufficiency of cash and cash equivalent to meet our needs for at least the next 12 months;
●	our ability to attract and retain clients;
●	our ability to generate revenue and gross profit;
●	our ability to navigate through the increasingly complex cybersecurity regulatory environment;
●	beliefs and objectives for future operations;
●	our ability to stay in compliance with laws and regulations currently applicable to, or which may become applicable to, our business both in the United States and internationally;
●	economic and industry trends or trend analysis; and
●	anticipated income tax rates, tax estimates and tax standards.

Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results of operations. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report may not occur, and actual results could differ materially and adversely from those implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or events and circumstances described in the forward-looking statements will be achieved or occur. Neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements after the date of this report to conform these statements to actual results. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which are only predictions and speak only as of the date hereof.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

CERBERUS CYBER SENTINEL CORPORATION and subsidiaries

CONDENSED Consolidated Balance Sheets

(Unaudited)

September 30, December 31,
2021 2020
(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents $ 2,729,579 $ 5,197,030
Accounts receivable, net of allowances for doubtful accounts of $76,200 and $40,000, respectively 2,268,833 1,006,834
Prepaid expenses and other current assets 485,617 142,144
Total Current Assets 5,484,029 6,346,008

Property and equipment, net of accumulated depreciation of $30,310 and $14,473, respectively 89,401 80,630
Right of use asset, net 268,096 13,426
Intangible assets, net of accumulated amortization of $226,964 and $116,468, respectively 2,359,402 2,105,432
Goodwill 20,695,024 4,101,369

Total Assets $ 28,895,952 $ 12,646,865

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses $ 1,494,159 $ 809,804
Stock payable 79,950 46,000
Lease liability, current portion 166,709 8,989
Loans payable, current portion 115,981 9,405
Line of credit - 3,000
Convertible note payable, net of debt discount, related party 2,981,401 2,926,609
Note payable, related party - 59,787
Total Current Liabilities 4,838,200 3,863,594

Long-term Liabilities:
Loans payable, net of current portion 443,373 1,037,115
Lease liability, net of current portion 107,899 4,693

Total Liabilities 5,389,472 4,905,402

Commitments and Contingencies - -

Stockholders’ Equity:
Common stock, $.00001 par value; 250,000,000 shares authorized; 120,529,649 and 116,104,971 shares issued and outstanding on September 30, 2021 and December 31, 2020, respectively 1,205 1,161
Additional paid-in capital 34,518,667 12,607,074
Accumulated deficit (11,013,392 ) (4,866,772 )
Total Stockholders’ Equity 23,506,480 7,741,463

Total Liabilities and Stockholders’ Equity $ 28,895,952 $ 12,646,865

	June 30, 2022			December 31, 2021

ASSETS

Current Assets:
Cash and cash equivalents	$	8,768,520		$	2,725,035
Accounts receivable, net		4,912,065			4,840,802
Notes receivable, related party		1,006,848			1,090,903
Inventory		346,520			189,596
Prepaid expenses and other current assets		3,086,063			960,965
Contract asset		427,268			-
Total Current Assets		18,547,284			9,807,301

Property and equipment, net		2,968,786			2,394,424
Right of use asset, net		245,426			277,578
Intangible assets, net		8,156,166			6,540,269
Goodwill		58,515,259			16,792,535
Other assets		17,875			-

Total Assets	$	88,450,796		$	35,812,107

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	7,503,547		$	2,709,066
Deferred revenue		2,351,477			52,824
Settlement liability		-			470,000
Lease liability		116,091			196,472
Loans payable		6,280,988			213,199
Line of credit		369,829			-
Convertible notes payable		2,516,667			1,500,000
Note payable, related party		176,994			-
Total Current Liabilities		19,315,593			5,141,561

Long-term Liabilities:
Loans payable, net of current portion		3,094,155			5,284,301
Lease liability, net of current portion		135,380			88,040
Note payable, related party, net of current portion		202,437			-

Total Liabilities		22,747,565			10,513,902

Commitments and Contingencies		-

Stockholders’ Equity:
Common stock, $.00001 par value; 250,000,000 shares authorized; 137,097,860 and 125,852,971 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively		1,371			1,258
Additional paid-in capital		126,382,178			69,309,369
Accumulated translation adjustment		(1,298,269	)		-
Accumulated deficit		(59,382,049	)		(44,012,422	)
Total Stockholders’ Equity		65,703,231			25,298,205

Total Liabilities and Stockholders’ Equity	$	88,450,796		$	35,812,107

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

CERBERUS CYBER SENTINEL CORPORATION and subsidiaries

CONDENSED Consolidated STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

													June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
	For the Three Months Ended						For the Nine Months Ended						Three Months Ended						Six Months Ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021

Revenue:
Security managed services	$	3,099,753		$	1,683,733		$	6,979,146		$	3,612,489		$	10,376,169		$	2,077,351		$	18,428,394		$	3,967,055
Professional services		645,255			325,865			2,275,437			1,015,816			851,776			872,326			2,128,961			1,542,400
Total revenue		3,745,008			2,009,598			9,254,583			4,628,305			11,227,945			2,949,677			20,557,355			5,509,455

Cost of revenue:
Security managed services		650,955			423,784			1,326,788			726,614			3,765,426			340,460			6,368,350			534,127
Professional services		234,326			18,962			350,388			82,992			163,152			139,973			273,489			257,767
Cost of payroll		2,093,072			868,810			5,052,684			2,135,691			4,707,984			1,531,910			9,153,834			2,959,612
Stock based compensation														1,825,890			197,848			3,947,473			380,924
Total cost of revenue		2,978,353			1,311,556			6,729,860			2,945,297			10,462,452			2,210,191			19,743,146			4,132,430
Total gross profit		766,655			698,042			2,524,723			1,683,008			765,493			739,486			814,209			1,377,025

Operating expenses:
Professional fees		293,408			284,511			695,023			685,821			945,148			244,261			1,568,209			401,615
Advertising and marketing		254,026			30,488			471,721			104,058			240,504			172,468			395,845			217,695
Selling, general and administrative		2,085,720			1,020,765			5,241,095			2,235,041			4,468,415			1,682,879			9,171,958			3,170,520
Stock based compensation		1,251,635			392,661			2,981,523			1,062,000			2,404,049			693,278			4,969,559			1,348,964
Loss on write-off of account receivable		40,264			-			55,528			15,000
Total operating expenses		3,925,053			1,728,425			9,444,890			4,101,920			8,058,116			2,792,886			16,105,571			5,138,794

Loss from operations		(3,158,398	)		(1,030,383	)		(6,920,167	)		(2,418,912	)		(7,292,623	)		(2,053,400	)		(15,291,362	)		(3,761,769	)

Other income (expense):
Other income		169			751			2,553			10,751			17,425			2,179			29,968			2,384
Interest expense, net		(75,470	)		(5,567	)		(209,806	)		(12,285	)		(64,648	)		(65,641	)		(108,233	)		(134,336	)
PPP loan forgiveness		980,800			-			980,800			-

Total other income (expense)		905,499			(4,816	)		773,547			(1,534	)		(47,223	)		(63,462	)		(78,265	)		(131,952	)

Net loss	$	(2,252,899	)	$	(1,035,199	)	$	(6,146,620	)	$	(2,420,446	)		(7,339,846	)		(2,116,862	)		(15,369,627	)		(3,893,721	)
Foreign currency translation adjustment														(2,200,710	)		-			(1,298,269	)		-

Net loss per common share - basic	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.02	)
Net loss per common share - diluted	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.02	)
Comprehensive loss													$	(9,540,556	)	$	(2,116,862	)	$	(16,667,896	)	$	(3,893,721	)

Net loss per common share - basic and diluted													$	(0.05	)	$	(0.02	)	$	(0.11	)	$	(0.03	)

Weighted average shares outstanding - basic		118,856,026			113,174,336			117,801,672			110,305,671			136,127,157			117,729,971			134,738,684			117,081,360
Weighted average shares outstanding - diluted		118,856,026			113,174,336			117,801,672			110,305,671

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

CERBERUS CYBER SENTINEL CORPORATION and subsidiaries

CONDENSED Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ ~~DEFICIT~~EQUITY

(Unaudited)

						Additional
	Common Stock					Paid-in			Accumulated			Treasury										Additional			Accumulated Other
	Shares		Amount			Capital			Deficit			Stock			Total			Common Stock				Paid-in			Comprehensive			Accumulated
																		Shares		Amount		Capital			Gain/(Loss)			Deficit			Total

Balance at January 1, 2022																			125,852,971	$	1,258	$	69,309,369		$	-		$	(44,012,422	)	$	25,298,205

Stock based compensation - stock options																			-		-		8,179,332			-			-			8,179,332
Stock based compensation - common stock																			434,000		4		737,696			-			-			737,700
Exercise of options																			454,111		5		277,707			-			-			277,712
Stock issued for cash in public offering																			2,060,000		21		9,521,777			-			-			9,521,798
Stock issued for True Digital acquisition																			7,406,100		74		34,726,306			-			-			34,726,380
Stock issued for VelocIT acquisition																			256,678		3		(3	)		-			-			-
Stock issued for Red74 acquisition																			34,000		-		-			-			-			-
Stock issued for Creatrix acquisition																			600,000		6		3,629,994			-			-			3,630,000
Stock issued for cash
Stock issued for cash, shares
Foreign currency translation																			-		-		-			(1,298,269	)		-			(1,298,269	)
Net loss																			-		-		-			-			(15,369,627	)		(15,369,627	)
Balance as of June 30, 2022																			137,097,860	$	1,371	$	126,382,178		$	(1,298,269	)	$	(59,382,049	)	$	65,703,231

Balance at January 1, 2021		116,104,971	$	1,161		$	12,607,074		$	(4,866,772	)	$	-		$	7,741,463			116,104,971	$	1,161	$	12,607,074			-		$	(4,866,772	)	$	7,741,463

Stock based compensation - stock options		-		-			838,762			-			-			838,762			-		-		1,729,888			-			-			1,729,888
Stock issued for cash		1,625,000		16			3,249,984			-			-			3,250,000			1,625,000		16		3,249,984			-			-			3,250,000
Stock based compensation - shares
Stock based compensation - shares, shares
Stock issued for VelocIT acquisition
Stock issued for VelocIT acquisition, shares
Return of treasury stock to authorized capital
Net loss		-		-			-			(1,776,859	)		-			(1,776,859	)
Balance as of March 31, 2021		117,729,971		1,177			16,695,820			(6,643,631	)		-			10,053,366

Stock based compensation - stock options		-		-			891,126			-			-			891,126
Net loss		-		-			-			(2,116,862	)		-			(2,116,862	)		-		-		-			-			(3,893,721	)		(3,893,721	)
Balance as of June 30, 2021		117,729,971		1,177			17,586,946			(8,760,493	)		-			8,827,630			117,729,971	$	1,177	$	17,586,946		$	-		$	(8,760,493	)	$	8,827,630

Stock based compensation - stock options		-		-			1,251,635			-			-			1,251,635
Stock based compensation - shares		232,900		2			279,443			-			-			279,445
Stock issued for VelocIT acquisition		2,566,778		26			15,400,643			-			-			15,400,669
Net loss		-		-			-			(2,252,899	)		-			(2,252,899	)
Balance as of September 30, 2021		120,529,649	$	1,205		$	34,518,667		$	(11,013,392	)	$	-		$	23,506,480

Balance at January 1, 2020		107,912,500	$	1,139		$	7,770,902		$	(1,453,510	)	$	(2,400,000	)	$	3,918,531

Stock based compensation - stock options		-		-			325,429			-			-			325,429
Stock issued for cash		350,000		4			139,996			-			-			140,000
Return of treasury stock to authorized capital		-		(60	)		(2,399,940	)		-			2,400,000			-
Net loss		-		-			-			(839,144	)		-			(839,144	)
Balance as of March 31, 2020		108,262,500		1,083			5,836,387			(2,292,654	)		-			3,544,816

Stock based compensation - stock options		-		-			343,910			-			-			343,910
Stock issued for Technologyville acquisition		3,392,271		34			1,356,874			-			-			1,356,908
Net loss		-		-			-			(546,103	)		-			(546,103	)
Balance as of June 30, 2020		111,654,771		1,117			7,537,171			(2,838,757	)		-			4,699,531

Stock based compensation - stock options		-		-			392,661			-			-			392,661
Common shares issued for cash		325,000		3			649,997			-			-			650,000
Stock issued for Clear Skies acquisition		2,330,000		23			931,977			-			-			932,000
Net loss		-		-			-			(1,035,199	)		-			(1,035,199	)
Balance as of September 30, 2020		114,309,771	$	1,143		$	9,511,806		$	(3,873,956	)	$	-		$	5,638,993

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

CERBERUS CYBER SENTINEL CORPORATION and subsidiaries

CONDENSED Consolidated STATEMENTS OF CASH FLOWS

(Unaudited)

	September 30, 2021			September 30, 2020			June 30, 2022			June 30, 2021
Cash flows from operating activities:
Net loss	$	(6,146,620	)	$	(2,420,446	)	$	(15,369,627	)	$	(3,893,721	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation - stock options		2,981,523			1,062,000			8,179,332			1,729,888
Loss on write-off of accounts receivable		55,528			15,000			-			15,264
Issuance of common stock for services		313,395			34,000			737,700			114,750
Non-cash interest expense								20,834			-
Depreciation and amortization		131,403			55,365			1,163,463			78,836
Right of use amortization		75,842			3,729			127,805			39,029
Amortization of debt discount		54,792			-			-			36,193
Forgiveness of PPP Loan		(980,800	)
Gain on termination of operating lease								(22,289	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(355,946	)		(191,958	)		1,416,754			(617,769	)
Other current assets		(305,532	)		(77,083	)
Inventory								(199,559	)		-
Contract assets								(261,961	)		-
Prepaids and other current assets								(2,131,480	)		(160,527	)
Accounts payable and accrued expenses		(66,311	)		364,961			2,675,346			48,760
Lease liability		(69,586	)		(3,544	)		120,536			(37,442	)
Settlement liability								(470,000	)		-
Deferred revenue								438,672			-

Net cash used in operating activities		(4,312,312	)		(1,157,976	)		(3,574,474	)		(2,646,739	)

Cash flows from investing activities:

Cash acquired in acquisitions		662,176			254,180
Purchases of property and equipment								(200,504	)		-
Cash paid in acquisitions, net								(4,914,196	)		-

Net cash provided by investing activities		662,176			254,180
Net cash used in investing activities								(5,114,700	)		-

Cash flows from financing activities:
Proceeds from sale of common stock		3,250,000			790,000			9,521,798			3,250,000
Proceeds from PPP loans		-			709,600
Proceeds from stock option exercise								277,712			-
Proceeds from loan payable								5,000,000			-
Proceeds from convertible note payable								1,000,000			-
Proceeds from line of credit		221,346			60,000			86,585			221,346
Payment on line of credit		(224,346	)		(93,705	)		-			(224,346	)
Payment on loans payable		(2,004,528	)		(2,737	)		(895,053	)		(22,542	)
Payment on notes payable, related party		(59,787	)		-			(184,758	)		(50,000	)
Distributions to member		-			(20,000	)
Payment of debt issuance cost								(25,000	)		-

Net cash provided by financing activities		1,182,685			1,443,158			14,781,284			3,174,458

Net increase (decrease) in cash and cash equivalents		(2,467,451	)		539,362
Effect of exchange rates on cash and cash equivalents								(48,625	)		-

Net increase in cash and cash equivalents								6,043,485			527,719

Cash and cash equivalents - beginning of the period		5,197,030			1,876,645			2,725,035			5,197,030

Cash and cash equivalents - end of the period	$	2,729,579		$	2,416,007		$	8,768,520		$	5,724,749

Supplemental cash flow information:
Cash paid for:
Interest	$	91,490		$	169		$	91,234		$	91,490
Income taxes	$	-		$	5,882		$	-		$	-
Non-cash investing and financing activities:
Right of use asset and lease liability recorded	$	330,512		$	19,393
Forgiveness of PPP Loan	$	980,800		$	-
Common shares issued in Technologyville acquisition	$	-		$	1,356,908
Common shares issued in Clear Skies acquisition	$	-		$	932,000
Right of use asset and lease liability recorded upon adoption of ASC 842							$	226,941		$	175,759
Common stock issued in True Digital acquisition							$	34,726,380		$	-
Common stock issued in Creatrix acquisition							$	3,630,000		$	-
Common stock issued in VelocIT acquisition							$	-		$	-
Common stock issued in RED 74 acquisition							$	-		$	-

The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

CERBERUS CYBER SENTINEL CORPORATION and subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~NOTE 1 –~~ ~~NATURE OF THE ORGANIZATION AND BUSINESS~~

~~Corporate History~~

Unless otherwise indicated or the context requires otherwise, the terms “we,” “us,” “our,” and “our company” refer to Cerberus Cyber Sentinel Corporation, ~~(“Cerberus Sentinel,” “Cerberus,” or the “Company”) was formed on March 5, 2019, as~~ a Delaware ~~corporation. The Company’s principal offices are located at 6900 E. Camelback Road, Suite 240, Scottsdale, AZ 85258.~~

~~Effective May 25, 2020, the Company entered into~~corporation (“Cerberus”), and its wholly owned subsidiaries, including GenResults, LLC, an Arizona limited liability company (“GenResults”), TalaTek, LLC, a ~~Stock Purchase Agreement with~~Virginia limited liability company (“TalaTek”), Technologyville, Inc., an Illinois corporation (“Techville”), and its sole shareholder, pursuant to which Techville became a wholly owned subsidiary of the Company (the “Techville Acquisition”). Under the terms of the Techville Acquisition, all issued and outstanding common stock of Techville was exchanged for an aggregate of ~~3,392,271~~ ~~shares of the Company’s common stock.~~

~~Effective August 1, 2020, the Company entered into a Stock Purchase Agreement with~~ Clear Skies Security, LLC, a Georgia limited liability company (“Clear Skies”), and its equity holders, pursuant to which Clear Skies became a wholly owned subsidiary of the Company (the “Clear Skies Acquisition”). Under the terms of the Clear Skies Acquisition, all issued and outstanding equity securities in Clear Skies were exchanged for an aggregate of ~~2,330,000~~ ~~shares of the Company’s common stock.~~

~~Effective December 16, 2020, the Company entered into an Agreement and Plan of Merger with~~ Alpine Security, LLC, an Illinois limited liability company (“Alpine”), and its sole member, pursuant to which Alpine became a wholly owned subsidiary of the Company (the “Alpine Acquisition”). Under the terms of the Alpine Acquisition, all issued and outstanding membership units in Alpine were exchanged for an aggregate of ~~900,000~~ ~~shares of the Company’s common stock.~~

~~Effective August 12, 2021, the Company entered into an Agreement and Plan of Merger with~~ Catapult Acquisition Corporation, a New Jersey corporation (“VelocIT”), Southford Equities, Inc., a British Virgin Islands company (“Arkavia”), True Digital Security, Inc., a Delaware corporation (“True Digital”), RED74 LLC, a New Jersey limited liability company (“RED74”), Atlantic Technology Systems, Inc., a New Jersey corporation (“ATS”), Atlantic Technology Enterprises, Inc., a New Jersey corporation (“ATE” and ~~its equity holders, pursuant to which VelocIT became~~together with ATS, “Atlantic”), Creatrix, Inc., a ~~wholly owned subsidiary of the Company (the “Catapult Acquisition”~~Maryland corporation (“Creatrix”), and CyberViking, LLC, an Oregon limited liability company (“CyberViking”). ~~Under the terms of the Catapult Acquisition,~~Unless otherwise specified, all ~~issued and outstanding equity secruities~~dollar amounts are expressed in ~~VelocIT were exchanged for an aggregate of~~ ~~2,566,778~~ United States dollars.

~~shares of the Company’s common stock.~~

NOTE 1 –ORGANIZATION AND BACKGROUND

~~Nature~~Description of the Business

~~Cerberus Sentinel is~~We are a ~~security services~~cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients ~~throughout the United States~~ to enhance or create a ~~continuously aware~~better cyber posture in their organization. We provide a full range of cybersecurity consulting and related services, encompassing all three pillars of compliance, cybersecurity, and culture. Our services include secured managed services, compliance services, security ~~culture. We do not sell~~operations center (“SOC”) services, virtual Chief Information Security Officer (“vCISO”) services, incident response, certified forensics, technical assessments, and cybersecurity products. We position the Company as a trusted cybersecurity advisor and are committed to delivering tailored security solutions to organizations of different sizes and across all geographies and industries to fit their budgetary needs and limit their cyber threat exposure.training.

On January 5, 2022, we entered into a stock purchase agreement (the “True Digital Stock Purchase Agreement”) with certain stockholders of True Digital and an agreement and plan of merger (the “True Digital Merger Agreement”) with True Digital and certain of its other stockholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and the True Digital Merger Agreement were consummated, with True Digital becoming a wholly owned subsidiary of our company.

On January 18, 2022, we completed a $10,300,000 underwritten public offering of shares of our common stock, pursuant to which an aggregate of 2,060,000 shares of our common stock were issued (see Note 9). In addition, we granted the underwriter warrants to purchase an aggregate of 144,200 shares of our common stock (see Note 9). We ~~currently provide~~intend to use the net proceeds from the offering to fund acquisitions, sales, marketing, and general corporate purposes. In connection with the public offering, our common stock was listed on The Nasdaq Stock Market LLC.

On June 1, 2022, we entered into a ~~multitude~~stock purchase agreement with the stockholders of cybersecurity services including managed security service, cybersecurity consulting, technology consulting, compliance auditing, vulnerability assessment, penetration testing, security remediation, Security Operations Center (“SOC”) set-upCreatrix, pursuant to which Creatrix became our wholly owned subsidiary. Creatrix offers recognized expertise in identity management as well as systems integration and ~~consulting~~software engineering, and ~~cybersecurity training. We differentiate ourselves from our competitors by staying technology agnostic. We believe that many cybersecurity service providers~~specializes in biometrics, vetting, credentialing, and case management.

Basis of Presentation

Our financial statements have been prepared in accordance with accounting principles generally accepted in the market today are committed to a specific technology solution which limits their service scope and ability to quickly respond to any emerging cybersecurity challenges. In addition, as we continue to serve our clients within our existing capacities, we plan to continue making strategic acquisitions of small-to-medium-sized engineer-led cybersecurity service firms to continue to expand our service scope and geographical coverage. We believe that having a world-class technology team with multi-faceted expertise is key to providing technology agnostic solutions to our clients and maximizing their return on investment from information technologyUnited States (“~~IT”~~GAAP”) and ~~cybersecurity spending.~~include our accounts and the accounts of our subsidiaries. All material intercompany accounts and transactions have been eliminated.

Our interim financial statements are unaudited, and in our opinion, include all adjustments of a normal recurring nature necessary for the fair presentation of the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2022. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2021.

~~Liquidity~~Reclassifications

Certain reclassifications have been made to the financial statements for the six months ended June 30, 2021 to conform to the financial statements presentation for the six months ended June 30, 2022. These reclassifications had no effect on net loss or cash flows as previously reported.

Use of Estimates

~~The~~GAAP requires management to make estimates and assumptions that affect the reported amounts in our financial statements. We periodically evaluate our estimates and adjust prospectively, if necessary. We believe our estimates and assumptions are reasonable; however, actual results could materially differ.

We believe the critical accounting policies discussed below affects our more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial ~~statements have been prepared on~~statements. Significant estimates include the ~~basis that~~allowance for doubtful accounts, the ~~Company will continue as a going concern, which contemplates realization~~carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets acquired, liabilities assumed and ~~satisfying liabilities~~stock issued in business combinations, and assumptions used in the ~~normal course of business. At September 30, 2021, the Company had an accumulated deficit of $11,013,392~~Black-Scholes option pricing model, such as expected volatility, risk-free interest rate, share price, and ~~working capital surplus of approximately $646,000. For the nine months ended September 30, 2021, the Company had a loss from operations of approximately $6,920,167~~ ~~and negative cash flows from operations of approximately $4,312,312. Although the Company is showing positive revenues and gross profit trends, the Company expects to incur further losses through the end of 2021.~~expected dividend rate.

To date the Company has been funding operations primarily through the sale of equity in private placements and revenues generated by the Company’s services. During the nine months ended September 30, 2021, the Company received $~~3,250,000~~ ~~from private placements of the Company’s common stock.~~

Based on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development and corresponding level of expenditure for at least twelve months from the date of the issuance of these unaudited condensed consolidated financial statements, although no assurance can be given that it will not need additional funds prior to such time.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Basis of Presentation~~

The accompanying unaudited condensed consolidated financial information as of September 30, 2021, and for the three and nine months ended September 30, 2021 and 2020, has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of our financial position at such dates and the operating results and cash flows for such periods. Operating results for the three and nine months ended September 30, 2021, are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission, or the SEC. These unaudited financial statements and related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2021.

~~Consolidation~~

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, GenResults, LLC (“GenResults”), TalaTek, Inc. (“TalaTek”), Techville, Clear Skies, Alpine, and VelocIT. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Reclassifications~~

Certain reclassifications have been made to the financial statements for the three and nine months ended September 30, 2020, to conform to the financial statements presentation for the three and nine months ended September 30, 2021. These reclassifications had no effect on net loss or cash flows as previously reported.

~~Use of Estimates~~

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company believes the critical accounting policies discussed below affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, the carrying value of intangible assets and goodwill, deferred tax asset and valuation allowance, the estimated fair value of assets acquired, liabilities assumed and stock issued in business combinations and assumptions used in the Black-Scholes option pricing model, such as expected volatility, risk-free interest rate, and expected divided rate.

Revenue

~~The Company’s revenues are~~Our revenue is derived from two major types of services to clients: ~~Managed Services~~security managed services and ~~Consulting Services.~~professional services. With respect to ~~Managed Services, the Company provides~~security managed services, we provide culture education and enablement, tools and technology provisioning, data and privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and cybersecurity services, including, but not limited to, antivirus and patch management. With respect to ~~Consulting Services, the Company provides~~professional services, we provide cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, and disaster recovery and data backup solutions.

~~Practical Expedients~~

~~As part~~Our revenue is categorized and disaggregated as reflected in our statement of Accounting Standards Codification (“ASC”) 606, the Company has adopted several practical expedients including the following: (i) the Company has determined that it need not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less and (ii) the Company recognizes any incremental costs of obtaining a contractoperations as ~~an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.~~follows:

~~Disaggregated Revenues~~Security Managed Services

~~Revenue consists~~Security managed services revenue primarily consist of compliance, security managed services, SOC managed services, and vCISO. We considered these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the ~~following by service offering for the nine months ended September 30, 2021:~~

~~SCHEDULE OF DISAGGREGATION OF REVENUES~~

Security Managed Services Professional Services Total
Primary Sector Markets
Public $ 3,179,047 $ 44,579 $ 3,223,626
Private 3,607,146 2,178,545 5,785,691
Not-for-Profit 192,953 52,313 245,266
$ 6,979,146 $ 2,275,437 $ 9,254,583

Major Service Lines
Compliance $ 3,336,795 $ - $ 3,336,795
Secured Managed Services 3,134,269 - 3,134,269
SOC Managed Services 352,535 - 352,535
vCISO 155,547 - 155,547
Technical Assessments - 1,844,496 1,844,496
Forensics & I/R - 265,567 265,567
Training - 149,529 149,529
Other CyberSecurity Services - 15,845 15,845
$ 6,979,146 $ 2,275,437 $ 9,254,583
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~~Revenue consists of the following by service offering for the nine months ended September 30, 2020:~~
Security Managed Services Professional Services Total
Primary Sector Markets
Public $ 2,498,371 $ 5,068 $ 2,503,439
Private 1,024,744 1,001,748 2,026,492
Not-for-Profit 89,374 9,000 98,374
$ 3,612,489 $ 1,015,816 $ 4,628,305

Major Service Lines
Compliance $ 2,519,958 $ - $ 2,519,958
Secured Managed Services 752,371 - 752,371
SOC Managed Services 301,760 - 301,760
vCISO 38,400 - 38,400
Technical Assessments - 190,825 190,825
Forensics & I/R - 554,069 554,069
Training - 58,625 58,625
Other CyberSecurity Services - 212,297 212,297
$ 3,612,489 $ 1,015,816 $ 4,628,305
~~Cash and Cash Equivalents~~customer.

~~The Company considers all highly liquid investments with maturities~~Professional Services
Professional services revenue primarily consists of ~~three months or less at the time of purchase~~technical assessments, incident response and forensics, training, and other cybersecurity services. We considered these services to be ~~cash equivalents.~~a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied.

Accounts Receivable

Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. ~~The Company~~We periodically ~~assesses its~~assess our accounts and other receivables for collectability on a specific identification basis. ~~The Company provides~~We provide for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. ~~The Company writes~~We write off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. As of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020, the Company’s~~2021, our allowance for doubtful accounts was $~~76,200~~ 180,691and $~~40,000~~77,811, respectively.

9
~~Property and Equipment~~Inventory

~~Property~~Inventory consists of software licenses and computer equipment ~~are recorded at cost. Depreciation~~for sale to customers. Inventory is ~~computed~~measured using the ~~straight-line~~first-in, first-out method ~~over~~and stated at lower of cost or net realizable value as of June 30, 2022 and December 31, 2021. The value of inventories is reduced for excess and obsolete inventories. We monitor inventory to identify events that would require impairment due to obsolete inventory and adjust the ~~estimated useful lives~~value of ~~the related assets, generally between three and five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Computer equipment costs~~inventory when required. We recorded 0 inventory impairment losses for the ~~Company are capitalized, as incurred, and depreciated on a straight-line basis over three years. TalaTek capitalizes all equipment costs over $5,000~~ ~~and depreciates these costs on a straight-line basis over three years.~~
Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and the resulting gain or loss, if any, is reflected in results of operations.
~~Impairment of Long-Lived Assets~~
The Company reviews long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation, to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the three and ninesix months ended ~~September~~June 30, ~~2021, the Company did not record a loss on impairment.~~
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~~Intangible Assets~~
~~The Company records its intangible assets at cost in accordance with ASC 350,~~ ~~Intangibles – Goodwill~~2022 and ~~Other~~. Finite-lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated.
~~Goodwill~~
Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at year end, at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit level (See Note 6).
~~Advertising and Marketing Costs~~
~~The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $254,026~~ ~~and $30,488~~ for the three months ended September 30, 2021 and 2020, respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of operations. Advertising and marketing expenses were $~~471,721~~ ~~and $104,058~~ ~~for the nine months ended September 30, 2021 and 2020, respectively, and are recorded in operating expenses on the unaudited condensed consolidated statements of operations.~~2021.

Fair Value Measurements

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ~~(level~~(Level 1 measurement) and the lowest priority to unobservable inputs ~~(level~~(Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

Net Loss per Common Share

Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. ~~All vested~~For dilutive securities, all outstanding options are considered potentially outstanding common stock. The dilutive effect, if any, of stock options is calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options and shares issuable upon conversion thereof have been excluded from ~~the Company’s~~our computation of net loss per common share for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021.
11

The following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to ~~the Company’s~~our net loss position even though the exercise price could be less than the average market price of the common shares:
SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE ~~CALCULATION~~
September 30, 2021 September 30, 2020
Stock Options 27,680,040 21,435,700
Convertible Debt 1,500,000 -
Total 29,180,040 21,435,700

June 30, 2022

June 30, 2021

Stock options 36,114,487 25,843,700
Warrant 144,200 -
Convertible debt 430,718 1,500,000
Total 36,689,405 27,343,700
10

~~Stock-based Compensation~~
~~The Company applies the provisions of ASC 718,~~ ~~Compensation - Stock Compensation~~~~, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.~~
For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Due to the Company’s limited history and lack of public trading volume for its common stock, the Company used the average of historical share prices of similar companies within its industry to calculate volatility for use in the Black-Scholes option pricing model.
~~Pursuant to Accounting Standards Update (“ASU”) 2018-07,~~ ~~Compensation – Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting~~, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value stock options that are in line with the process for valuing employee stock options noted above.
~~Leases~~Deferred Revenue

~~Leases~~Deferred revenue primarily consists of billings or payments received from customers in ~~which~~advance of revenue recognized for the ~~Company~~services provided to our customers or annual licenses and is recognized as services are performed or ratably over the ~~lessee are comprised of corporate offices and property and equipment. All~~life of the ~~leases are classified~~license. We generally invoice customers in advance or in milestone-based installments. Deferred revenue of $52,824 was recognized for the six months ended June 30, 2022, which was included in the deferred revenue balance as ~~operating leases. The Company leases multiple office spaces with a remaining weighted average term~~ of ~~1.17~~ ~~years. The Company leases a vehicle with a remaining term~~December 31, 2021. As of June 30, 2022, deferred revenue related to such customer payments was $~~0.67~~2,351,477 ~~years.~~, all of which is expected to be recognized during the succeeding 12-month period and is therefore presented as current.

~~In accordance with ASC 842,~~ ~~Leases~~,Deferred revenue consisted of the Company recognized a right-of-use (“ROU”) asset and corresponding lease liability on its unaudited condensed consolidated balance sheet for long-term office leases and a vehicle operating lease agreement. See Note 12 – Leases for further discussion, including the impact on the Company’s unaudited condensed consolidated financial statements and related disclosures.following:
SCHEDULE OF DEFERRED REVENUE

June 30, 2022

December 31, 2021

Security managed services $ 2,172,302 $ 52,824
Professional services 179,175 -
Total deferred revenue $ 2,351,477 $ 52,824

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities, including tax loss and credit carry forwards, are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

12
~~The Company utilizes~~We utilize ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the unaudited condensed consolidated financial statements or tax returns. ~~The Company accounts~~We account for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely than not” that a deferred tax asset will not be realized. At ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020, the Company’s~~2021, our net deferred tax asset has been fully reserved.

For uncertain tax positions that meet a “more likely than not” threshold, ~~the Company recognizes~~we recognize the benefit of uncertain tax positions in the unaudited condensed consolidated financial statements. ~~The Company’s~~Our practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the unaudited condensed consolidated statements of operations when a determination is made that such expense is likely.

Recently Issued Accounting Standards
In March 2021, the FASB issued ASU No. 2021-03, Intangibles – Goodwill and Other (Topic 350). ASU 2021-03 requires an entity to identify and evaluate goodwill impairment triggering events when they occur to determine whether it is more likely than not that the fair value of a reporting unit (or entity, if the entity has elected the accounting alternative for amortizing goodwill and chosen that option) is less than its carrying amount. If an entity determines that it is more likely than not that the goodwill is impaired. It must test goodwill for impairment using the triggering event date as the measurement date. An entity is required to disclose the amount assigned to goodwill in total and by major business combination, or by reorganization event resulting in fresh-start reporting. Also, the entity must disclose the weighted average amortization period in total and the amortization period by major business combination, or by reorganization event resulting in fresh-start reporting. ASU 2021-03 was effective for the Company on January 1, 2021 and did not have a significant impact on our unaudited condensed consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Emerging Issues Task Force). The ASU requires issuers to account for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange. Under the ASU, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt, or for other reasons. The ASU is applied prospectively and is effective for ~~the Company~~us for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. We adopted the standard on January 1, 2022, and management noted that there is no material impact to the unaudited condensed consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers. The ~~Company~~new guidance requires contract assets and contract liabilities acquired in business combinations to be recognized in accordance with ASC Topic 606 as if the acquirer had originated the contracts. The ASU is applied prospectively and is effective for us for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that adopting this standard will have on the unaudited condensed consolidated financial statements.

All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to ~~the Company.~~us.
11

NOTE 3 – ACQUISITIONS

~~Catapult Acquisition Corporation~~True Digital Security, Inc.

On ~~August 12, 2021,~~January 5, 2022, we entered into the ~~Company effected an Amended~~True Digital Stock Purchase Agreement with certain stockholders of True Digital and ~~Restated~~the True Digital Merger Agreement with True Digital and certain of its other stockholders. On January 19, 2022, the transactions contemplated by the True Digital Stock Purchase Agreement and ~~Plan of Merger (the “Merger Agreement”) with Catapult Acquisition Merger Sub, LLC (“Merger Sub”), Catapult Acquisition Corporation (d/b/a VelocIT) (“VelocIT”),~~ the ~~shareholders of VelocIT and Derek Hahn, in his capacity as the shareholder representative. Pursuant to the~~True Digital Merger Agreement ~~the Merger Sub merged~~were consummated, with ~~and into VelocIT, with VelocIT surviving the Merger as~~True Digital becoming a ~~wholly-owned~~wholly owned subsidiary of ~~the Company~~our company (the ~~“VelocIT~~“True Digital Acquisition”). ~~At the effective time of the VelocIT Acquisition, VelocIT’s~~True Digital’s outstanding common stock was exchanged for the right to receive an aggregate of $~~2,566,778~~6,153,000 in cash and 8,229,000 shares of ~~the Company’s common stock.~~
13
~~Immediately following the VelocIT Acquisition, the Company had~~ ~~120,296,749~~ ~~shares of~~our common stock, ~~issued and outstanding. The pre-acquisition stockholders~~subject to a 10% holdback. In the event that no claim is made by a Cerberus Indemnitee (as defined in the True Digital Merger Agreement) within one year from closing, then we shall pay the entire amount of the ~~Company retained an aggregate~~10% holdback to the shareholders of ~~117,729,971~~ ~~shares, representing approximately~~ ~~98%~~ ~~ownership of the post-acquisition company. Therefore, upon consummation of the VelocIT Acquisition, there was no change in control.~~True Digital.

The Company accounted for this transaction in accordance with the acquisition method of accounting for business combinations. Assets and liabilities of the acquired business were included in the consolidated balance sheet as of September 30, 2021, based on the respective estimated fair value on the date of acquisition as determined in a purchase price allocation using available information and making assumptions management believed are reasonable.
~~Per ASC 805,~~ ~~Business Combinations~~, the measurement period is the period after the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination. The measurement period shall not exceed one year from the acquisition date. The Company has identified the acquisition date as ~~August 12, 2021~~. Subsequent to the issuance of these financial statements, ~~the Company expects~~we expect to obtain a third-party valuation on the fair value of the assets acquired, including identifiable intangible assets and the liabilities assumed for use in the purchase price allocation.

~~During the period subsequent to the effective date of the acquisition, VelocIT recorded revenue of $985,146~~ ~~and a net loss of $1,695,276~~ ~~for the period from August 12, 2021 to September 30, 2021.~~
The following table summarizes the preliminary allocation of the purchase price to the fair values of the assets acquired and the liabilities assumed as of the transaction date:
SUMMARY OF SIGNIFICANT FAIR VALUE ASSETS ACQUIRED AND LIABILITIES

Consideration $ 40,879,380

Tangible assets acquired:
Cash 485,232
Accounts receivable 1,404,386
Contract assets 131,342
Prepaid expenses and other current assets 196,825
Property and equipment 906,006
Other assets 17,505
Total tangible assets 3,141,296

Estimated intangible assets acquired 1,913,800

Assumed liabilities:
Accounts payable and accrued expenses 1,283,003
Deferred revenue 1,956,600
Line of credit 283,244
Loans payable 181,741
Loans payable - shareholder 543,581
Total assumed liabilities 4,248,169

Net assets acquired 806,927

Goodwill (a) $ 40,072,453
August 12,2021
Consideration paid $ 15,400,668

Tangible assets acquired:
Cash 662,176
Accounts receivable 961,581
Prepaid expenses 37,941
Property and equipment 24,608
Capitalizable expenses 5,091
Total tangible assets 1,691,397

Intangible assets acquired:
Intellectual property 134,445
Total intangible assets 134,445

Assumed liabilities:
Accounts payable 528,571
Accrued expenses 222,095
Loans payable 1,071,313
SBA loan payoff 1,426,850
Total assumed liabilities 3,248,829

Net liabilities assumed (1,422,987 )

Goodwill (a.)(b.) $ 16,823,655

a.(a) Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. Goodwill and intangibles are not deductible for tax purposes.

12
Creatrix, Inc.
On June 1, 2022, we entered into a stock purchase agreement with the stockholders of Creatrix, pursuant to which Creatrix became our wholly owned subsidiary. We anticipate that this will expand our professional services offerings and capabilities. Creatrix offers recognized expertise in identity management as wells as systems integration and software engineering and specializes in biometrics, vetting, credentialing, and case management.
Subsequent to the issuance of these financial statements, we expect to obtain a third-party valuation on the fair value of the assets acquired, including identifiable intangible assets and the liabilities assumed for use in the purchase price allocation.
The aggregate purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimate fair values as of the acquisition date, with the excess recorded to goodwill. During the measurement period, which will not exceed one year from closing, we will continue to obtain information to assist us in finalizing the acquisition date fair values. Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.
The following table summarizes the preliminary estimated acquisition date fair values of the assets acquired and liabilities assumed:
SUMMARY OF SIGNIFICANT FAIR VALUE ASSETS ACQUIRED AND LIABILITIES

Consideration paid $ 3,630,000

Tangible assets acquired:
Cash 3,572
Accounts receivable 125,908
Contract assets 33,965
Prepaid expenses and other current assets 3,597
Total tangible assets 167,042

Estimated intangible assets acquired 720,400

Assumed liabilities:
Accounts payable and accrued expenses 48,001
Loans payable 56,687
Total assumed liabilities 104,688

Net assets acquired 782,754

Goodwill (a) $ 2,847,246
b.(a) Goodwill ~~represents expected synergies from the merger of operations~~ and intangible assets that do not qualify for separate recognition. Cerberus and VelocIT are both cybersecurity service providers. The acquisition of VelocIT provided Cerberus potential sales synergies resulting from Cerberus’ access to VelocIT’s current client-base to offer additional services. These items will be assigned a fair value upon the completion of the third-party valuation andintangibles are not ~~expected to change significantly.~~deductible for tax purposes.

14Pro forma financial information is not presented because the acquisitions were not material to our financial statements, individually or in the aggregate.
NOTE 4 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets ~~consist~~consisted of:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

September 30,
2021

December 31,
2020

June 30, 2022

December 31, 2021

Prepaid expenses $ 398,712 $ 128,398 $ 1,653,815 $ 441,259
Deferred cost of sales 729,664 12,239
Prepaid taxes 126,675 231,014
Prepaid insurance 56,125 13,746 391,194 46,751
Other current assets 30,780 -
Deferred interest 184,715 229,702
Total prepaid expenses and other current assets $ 485,617 $ 142,144 $ 3,086,063 $ 960,965
13

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment ~~consists~~consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT

September 30,
2021

December 31,
2020

June 30, 2022

December 31, 2021

Computer equipment $ 15,735 $ 15,735 $ 612,612 $ 495,235
Vehicle 63,052 63,052
Building 1,107,769 1,047,020
Leasehold improvements 94,739 109,626
Vehicles 63,052 63,052
Furniture and fixtures 30,832 6,224 45,835 33,358
Software 10,092 10,092 1,529,412 748,599
Property and equipment, gross 119,711 95,103
Property and equipment gross 3,453,419 2,496,890
Less: accumulated depreciation (30,310 ) (14,473 ) (484,633 ) (102,466 )
Property and equipment, net $ 89,401 $ 80,630 $ 2,968,786 $ 2,394,424

Total depreciation expense was $~~6,989~~178,309 and $~~5,361~~4,424 for the three months ended ~~September~~June 30, 2022 and 2021, respectively, and ~~2020, respectively. Total depreciation expense~~ was $~~15,837~~332,383 and $~~8,668~~8,848 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, and ~~2020,~~2021, respectively.

NOTE 6 – INTANGIBLE ASSETS AND GOODWILL

The following table summarizes the changes in goodwill during the ~~nine~~six months ended ~~September~~June 30, ~~2021:~~2022:
SCHEDULE OF CHANGES IN GOODWILL
Balance December 31, 2021 $ 16,792,535
Acquisition of goodwill 42,919,699
Foreign currency translation adjustment (1,196,975 )
Ending balance, June 30, 2022⁽¹⁾ $ 58,515,259
Balance December 31, 2020 $ 4,101,369
Acquisition of goodwill 16,823,655
Impairment -
Reclassification based on valuation report⁽¹⁾
(230,000
)
Ending balance, September 30, 2021⁽²⁾ $ 20,695,024
⁽¹⁾ Subsequent to September 30, 2021, the Company obtained a third-party valuation for the December 16, 2020, acquisition of Alpine. As such, the purchase price allocation disclosed in the Company’s Annual Report in Form 10-K for December 31, 2020, filed on March 31, 2021, changed and, therefore, goodwill changed.
⁽²⁾ As of ~~September~~June 30, ~~2021, the Company~~2022, we had not obtained a third-party valuation for the ~~August 12, 2021, acquisition~~acquisitions of ~~VelocIT.~~True Digital and Creatrix. As such, the purchase price allocation disclosed in this Quarterly Report for ~~September 30, 2021,~~True Digital and Creatrix may change, and, therefore, goodwill from the ~~acquisition~~acquisitions may change.
15

The following table summarizes the identifiable intangible assets as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020:~~2021:
SUMMARY OF IDENTIFIABLE INTANGIBLE ASSETS
Useful life September 30, 2021 December 31, 2020
Tradenames – trademarks ⁽¹⁾ Indefinite $ 1,211,800 $ 1,094,500
Customer base ⁽¹⁾ 15 years 384,000 370,000
Non-compete agreements ⁽¹⁾ 5 years
242,100
236,400
Intellectual property/technology ⁽¹⁾ 10 years
748,466
521,000
Identifiable intangible assets 2,586,366 2,221,900
Less accumulated amortization (226,964 ) (116,468 )
Total $
2,359,402
$ 2,105,432
⁽¹⁾ ~~These intangible assets were acquired in the acquisitions of TalaTek, Techville, Clear Skies, Alpine and VelocIT.~~
Useful life
June 30, 2022

December 31, 2021

Tradenames – trademarks Indefinite $ 1,211,800 $ 1,211,800
Tradenames – trademarks 5 years 3,136,872 1,798,300
Customer base 5 - 10 years 1,836,606 1,650,000
Non-compete agreements 2 - 5 years 806,900 675,500
Intellectual property/technology 5 - 10 years 2,264,939 1,528,000
Identifiable intangible assets 9,257,117 6,863,600
Less accumulated amortization (1,100,951 ) (323,331 )
Total $ 8,156,166 $ 6,540,269

The weighted average remaining useful life of identifiable amortizable intangible assets remaining is ~~8.24~~4.47 years.

Amortization of identifiable intangible assets for the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021 was $~~40,506~~512,503 and $~~15,648~~34,994, ~~respectively. Amortization of identifiable intangible assets for the nine months ended September 30, 2021~~respectively, and ~~2020,~~ was $~~110,495~~817,467 and $~~46,944~~69,988, for the six months ended June 30, 2022 and 2021, respectively.
14

The below table summarizes the future amortization expense for the remainder of ~~2021~~2022 and the next four years thereafter:
SCHEDULE OF FUTURE AMORTIZATION EXPENSE
2
2021

Remainder of 2021 $ 51,709
2022
153,554

2022 (remainder of) $ 860,974
2023
125,086
1,704,567
2024
127,939
1,427,546
2025
100,444
1,377,196
2026 1,276,628
Thereafter 588,869 297,455
Future Amortization Expense $ 1,147,602
Finite-lived intangible assets, net $ 6,944,366

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses ~~consist~~consisted of the following amounts:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
September 30, 2021 December 31, 2020
June 30, 2022

December 31, 2021

Accounts payable $ 788,268 $ 328,368 $ 3,163,498 $ 1,700,260
Accrued payroll 408,602 39,670 1,470,348 482,588
Accrued expenses 265,532 417,832 2,391,785 513,718
Accrued commissions 26,678 - 465,416 -
Accrued interest – related party 5,079 23,934 12,500 12,500
Total accounts payable and accrued expenses $ 1,494,159 $ 809,804 $ 7,503,547 $ 2,709,066

NOTE 8 -– RELATED PARTY TRANSACTIONS

~~Note Payable~~Independent Consulting Agreement with Stephen Scott
In August 2020, we entered into an Independent Consulting Agreement with Stephen Scott, a Director of our company, with respect to advisory and consulting services relating to our strategic and business development, and sales and marketing. Mr. Scott receives a consulting fee of $11,500 per month for such services. During the three and six months ended June 30, 2022, we paid consulting fees to Mr. Scott in the amount of $34,500 and $69,000, respectively.
Managed Services Agreement with Hensley Beverage Company – Related Party

OnIn July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company to provide secured managed services. We also may be engaged by Hensley Beverage Company from time to time to provide other related services outside the scope of the Managed Services Agreement. While the agreement provides for a term through December 31, ~~2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC,~~2021, the ~~Company’s majority stockholder that is controlled~~agreement will continue until terminated by either party. For the ~~Company’s Chief Executive Officer, in the original principal amount of~~three and six months ended June 30, 2022, we received $~~200,000. The note has a maturity date of~~ ~~June 15, 2021, and bears interest at~~ 6% ~~per annum. There was no remaining balance at September 30, 2021, The outstanding principal balance of this loan was $9,787~~ ~~at December 31, 2020. At September 30, 2021, and December 31, 2020, the Company has recorded accrued interest of $5,079~~206,202 and $~~23,934~~373,008 ~~, respectively, with respect to this note payable. The~~from Hensley Beverage Company ~~has recorded interest expense related to this note~~for contracted services and had an outstanding receivable balance of $~~186~~11,132 ~~and $3,669~~ ~~during the three months ended September~~as of June 30, ~~2021 and 2020, respectively, and $4,595~~ ~~and $9,358~~ ~~during the nine months ended September 30, 2021 and 2020, respectively.~~2022.
16

~~Convertible~~ Note ~~Payable, Accounts~~ Receivable ~~and Revenue~~ – Related Party

~~On December 23, 2020, the Company issued~~Arkavia provided cash infusions to a related party to fund an intended wholly owned subsidiary, Arkavia Peru, for start-up and operational costs. As of June 30, 2022, the subsidiary has yet to be incorporated and as such, Arkavia has recorded the amount as a ~~convertible note in the principal~~receivable. The amount ofoutstanding at June 30, 2022 is $~~3,000,000~~1,006,848 ~~bearing interest at~~ 6% ~~per annum, payable at maturity, with a maturity date of December 31, 2021~~ and ~~a conversion price of $2.00 per share. The outstanding principal balance of this loan was $3,000,000~~ ~~at September 30, 2021,~~is considered short-term and ~~December 31, 2020, respectively. See Note 12 for additional details.~~non-interest bearing.

15
~~At September 30, 2021, the Company had $48,270~~ ~~in outstanding accounts receivable from a related party. In addition, during the nine months ended September 30, 2021, the Company generated $305,127~~ ~~in revenues from the related party.~~

~~Note~~NOTE 9 -– STOCKHOLDERS’ EQUITY

~~Equity Transactions During the Period~~
~~During the nine months ended September 30, 2021, the Company issued~~On June 14, 2022, our Board of Directors approved and recommended that our stockholders approve (i) an ~~aggregate~~amended and restated certificate of ~~1,625,000~~incorporation to, among other things, (1) increase our authorized shares of common stock ~~with a fair value~~from 250,000,000 to 300,000,000 and (2) authorize the issuance of $~~2.00~~ ~~per share, respectively, to investors for cash proceeds of $3,250,000~~.
~~On August 12, 2021, the Company issued an aggregate of~~ ~~2,566,778~~50,000,000 shares of ~~common~~preferred stock, ~~with a fair~~par value of $~~6.00~~0.00001 per ~~share, to VelocIT pursuant to~~share; and (ii) increase the ~~Acquisition (See Note 3).~~
~~On August 16, 2021, the Company issued an aggregate~~number of ~~232,900~~ shares ~~of common stock with a fair value of $2.05~~ ~~per share to a consultant~~authorized for ~~services rendered (See Note 10).~~
~~Stock Payable~~
On January 16, 2020, the Company entered into a consulting agreement, with Eskenzi PR Limited (“Eskenzi”). As per the agreement, Eskenzi will provide various marketing and public relations services to the Company. The initial term of the agreement was for twelve months and automatically renews for an additional twelve months unless either the Company or Eskenzi provides at least three months advance written notice of termination. On January 16, 2021, the consulting agreement was automatically renewed per the terms of the agreement.
~~Upon execution of the consulting agreement the Company was to issue~~ ~~120,000~~ ~~shares of the Company’s restricted common stock, valued at $48,000~~ ~~to Eskenzi. Upon the renewal of the consulting agreement the Company was to issue~~ ~~312,000~~ ~~shares of the Company’s restricted stock, valued at $639,600, for a two-year period. On August 16, 2021, the Company issued~~ ~~232,900~~ ~~shares of vested common stock~~issuance under ~~the consulting agreement. As of September 30, 2021,~~ ~~39,000~~ ~~of vested shares have yet to be issued. As such, the Company recorded a stock payable in the amount of $79,950~~ ~~and $46,000~~ ~~representing the fair value of services performed through the nine months and year ended September 30, 2021 and December 31, 2020, respectively.~~
~~See Note 10 for disclosure of additional equity related transactions.~~
~~Note 10 –~~ ~~StocK-BASED COMPENSATION~~
~~2019 Equity Incentive Plan~~
~~The Board of Directors and stockholders of the Company approved the Company’s~~our 2019 Equity Incentive Plan from 25,000,000 to 60,000,000. On June 27, 2022, stockholders holding approximately 61.96% of our outstanding voting stock executed a written consent in lieu of a special meeting of stockholders approving such amended and restated certificate of incorporation and equity plan amendment (the ~~“2019 Plan”~~“Written Consent”) ~~on June 6, 2019. The maximum number of shares~~. Pursuant to Rule 14c-2 of the ~~Company’s common stock that may be issued under the Company’s 2019 Plan is~~ ~~25,000,000~~ ~~shares. The 2019 Plan has a term~~Exchange Act, such amended and restated certificate of ~~ten years from~~incorporation and such equity plan amendment will not become effective until at least 20 calendar days following the date ~~it was adopted. Shares issued under the 2019 Plan shall be made available from (i) authorized but unissued shares of common stock, (ii) common stock held in treasury~~on which an information statement informing stockholders of the ~~Company, or (iii) previously issued shares~~Written Consent is first mailed to our stockholders of ~~common stock reacquired by the Company, including shares purchased~~record. As such, no effect of such amendments is shown on the ~~open market.~~accompanying financial statements.
Options

~~The Company~~We granted ~~options for the purchase of~~ ~~3,236,340~~ ~~shares of common stock during the nine months ended September 30, 2021.~~
~~The Company granted options for the purchase of~~ ~~4,390,700~~ ~~shares of common stock during the nine months ended September 30, 2020.~~
17
~~In applying the Black-Scholes option pricing model to~~ stock options ~~granted,~~vesting solely upon the ~~Company used~~continued service of the ~~following assumptions:~~
~~SCHEDULE OF BLACK-SCHOLES STOCK OPTIONS GRANTED~~
For the Nine Months Ended For the Nine Months Ended
September 30, 2021 September 30, 2020
Risk free interest rate 0.42% - 0.86% 0.22% - 0.33%
Contractual term (years) 5.00 5.00
Expected volatility 73.43% - 83.28% 73.61% - 73.93%
~~The total weighted average~~recipient. We recognize the accounting grant date fair value of ~~options issued and vested during~~equity-based awards as compensation expense over the ~~nine months ended September 30, 2021, was $1,554,909~~ ~~and $267,818, respectively. The weighted average grant date fair value~~required service period of ~~non-vested options was $15,713,025~~ ~~at September 30, 2021.~~each award.
~~The total weighted average grant date fair value of options issued during the nine months ended September 30, 2020, was $157,384. The weighted average non-vested grant date fair value of non-vested options was $1,871,528~~ ~~at September 30, 2020.~~
~~Compensation-based stock option activity for qualified and unqualified stock options is summarized as follows:~~
~~SCHEDULE OF STOCK OPTION ACTIVITY~~
Weighted
Average
Shares Exercise Price
Outstanding at January 1, 2021 24,573,700 $ 0.86
Granted 3,236,340 2.40
Exercised - -
Expired or cancelled (130,000 ) 0.54
Outstanding at September 30, 2021 27,680,040 $ 1.04

The following table summarizes ~~information about options to purchase shares of the Company’s common~~ stock ~~outstanding and exercisable at September 30, 2021:~~option activity:
~~SUMMARY~~SCHEDULE OF STOCK OPTIONS ~~TO PURCHASE SHARES OF COMMON STOCK OUTSTANDING AND EXERCISABLE~~ACTIVITY
Weighted- Weighted-
Average Average
Outstanding Remaining Life Exercise Number
Exercise Prices Options In Years Price Exercisable

$ 0.38 3,000,000 2.87 $ 0.38 3,000,000
0.40 3,600,000 2.81 0.40 3,000,000
0.50 12,026,000 3.36 0.50 8,081,238
2.00 6,277,700 4.14 2.00 108,333
2.05 1,857,000 4.28 2.05 -
3.05 170,000 4.83 3.05 -
3.60 155,000 4.83 3.60 -
4.00 499,340 4.83 4.00 -
$ 6.75 95,000 4.82 6.75 -
27,680,040 3.52 $ 1.03 14,189,571
~~The compensation expense attributed to the issuance of the options is recognized ratably over the vesting period.~~
~~Options granted under the 2019 Plan are exercisable for a specified period, generally five to ten years from the grant date and generally vest over three to four years from the grant date.~~
18
Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life (in years)

Aggregate
Intrinsic
Value

Outstanding at January 1, 2022 31,372,148 $ 1.84 - -
Granted 8,635,213 3.62 - -
Exercised (454,111 ) 0.61 - -
Expired or cancelled (3,438,763 ) 2.56 - -
Outstanding at June 30, 2022 36,114,487 $ 2.25 5.69 $ 61,600,311
Exercisable at June 30, 2022 18,472,112 $ 0.84 3.32 $ 51,129,643

Total compensation expense related to the options was $~~1,251,635~~3,572,189 and $~~392,661~~891,126 for the three months ended ~~September~~June 30, 2022 and 2021, respectively, and ~~2020, respectively. Total compensation expense related to the options was~~ $~~2,981,523~~8,179,332 and $~~1,062,000~~1,729,888 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. As of ~~September~~June 30, ~~2021,~~2022, there was future compensation expense of $~~12,863,247~~44,979,761 with a weighted average recognition period of ~~2.58~~ 2.11years related to the options.

~~The aggregate intrinsic value totaled $129,067,956~~ ~~and $75,702,225, for total outstanding and exercisable options, respectively, and was based on the Company’s estimated fair value of the common stock of $5.80~~ as of September 30, 2021, which is the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.Warrant Activity Summary
The following table summarizes warrant activity:
~~Options Pending~~SCHEDULE OF STOCK WARRANT ACTIVITY
Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life
(in years)

Aggregate
Intrinsic
Value

Outstanding at January 1, 2022 - $ - - -
Granted 144,200 5.00 4.51 -
Exercised - - - -
Expired or cancelled - - - -
Outstanding at June 30, 2022 144,200 $ 5.00 4.51 $ -
Exercisable at June 30, 2022 144,200 $ 5.00 4.51 $ -
16

~~As of September 30, 2021, the Company has approximately~~ ~~3,400,000~~ options to be awarded to employees upon their acceptance of employment. The majority of these employees work for VelocIT. The options will be granted with an exercise price equal to the trading price on the date of grant, and will be valued utilizing a Black-Scholes valuation. The expense will be amortized over the term of the options vesting period, although the amount of the expense has yet to be determined.

NOTE 1110 – COMMITMENTS AND CONTINGENCIES

Maxim Settlement Agreement
On October 27, 2020, we entered into an advisory agreement (the “Advisory Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which the parties agreed to certain compensation obligations in the form of our common stock, cash and future rights. Certain disputes arose between the parties regarding the duties and obligations pursuant to the Advisory Agreement, resulting in the parties entering into a settlement and release agreement on January 13, 2022. As a result, we recorded a settlement liability at December 31, 2021 of $470,000 and issued 400,000 shares of our common stock to Maxim, pursuant to the settlement. During the six months ended June 30, 2022, we paid $470,000 in cash.
Legal Claims

There are no material pending legal proceedings in which ~~the Company~~we or any of ~~its~~our subsidiaries is a party or in which any ~~director, officer~~of our directors, officers or ~~affiliate of the Company,~~affiliates, any owner of record or beneficially of more than 5% of any class of ~~its~~our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.
Indirect Taxes
We are subject to indirect taxation in some, but not all, of the ~~Company.~~various states and foreign jurisdictions in which we conduct business. Laws and regulations attempting to subject commerce conducted over the Internet to various indirect taxes are becoming more prevalent, both in the U.S. and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively affect our business directly, as well as the business of our customers. Taxing authorities may impose indirect taxes on the Internet-related revenue we generated based on regulations currently being applied to similar, but not directly comparable industries. There are many transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates. We continually evaluate those jurisdictions in which nexus exists, and believe we maintain adequate indirect tax accruals.
As of June 30, 2022 and December 31, 2021, our accrual for estimated indirect tax liabilities was $633,672 and $99,088, respectively, reflecting our best estimate of the potential liability based on an analysis of our business activities, revenues subject to indirect taxes, and applicable regulations. Although we believe our indirect tax estimates and associated liabilities are reasonable, the final determination of indirect tax audits, litigation, or settlements could be materially different than the amounts established for indirect tax contingencies.

NOTE 1211 – LOANS PAYABLE AND LINES OF CREDIT
~~Lines of Credit~~
~~TalaTek, Inc.~~
~~On July 29, 2019, TalaTek entered into a secured line of credit with SunTrust Bank (“SunTrust”) for $500,000. The line of credit bears interest at LIBOR plus~~ ~~2.25%~~. The line of credit is an open-end revolving line of credit and may be terminated at any time by SunTrust without notice to TalaTek. At September 30, 2021, the line of credit remained open and no amounts were drawn on the line of credit.
~~Technologyville, Inc.~~
~~On August 24, 2017, Techville entered into a secured revolving line of credit with Wintrust Bank (“Wintrust”) for a maximum amount of $75,000. The line of credit bears interest at~~ ~~1.99%~~ ~~for the first twelve (12) months, then Prime plus~~ 2%~~, with a floor rate of~~ 6% ~~and a maturity date of~~ ~~August 24, 2021. The line of credit was collateralized by all of Techville’s assets. During the nine months ended September 30, 2021, Techville drew $221,346~~ ~~against the line of credit and made payments of $224,346. At September 30, 2021, and December 31, 2020, there was $~~- ~~and $3,000~~ ~~outstanding, respectively, and has expired.~~

Loans Payable
~~Technologyville, Inc.~~Loans payable was as follows:
SCHEDULE OF LOAN PAYABLE
Interest Rate Maturities
June 30, 2022

December 31, 2021

Term loans (US dollar denominated) 5.00% – 6.00% 2023 - 2027 $ 5,397,470 $ 478,712
Term loans (Chilean peso denominated) 3.48% - 7.14% 2023 - 2029 3,977,673 5,018,788
9,375,143 5,497,500
Less current portion (6,280,988 ) (213,199 )
Long term loans payable $ 3,094,155 $ 5,284,301
In June 2022, we entered into bridge loans, secured by substantially all of our assets, in the principal amount of $5,000,000 bearing an interest rate of 4.00% per annum payable monthly with a maturity date of December 14, 2022. These bridge loans are guaranteed by our assets. We recorded interest expense of $8,889 during the three and six months ended June 30, 2022, respectively.

~~On April 29, 2019, Techville entered into a note payable with VCI Account Services, that subsequently was assigned to U.S. Bancorp, in the original principal amount of $59,905. The note has a maturity date of~~ ~~May 12, 2025~~ ~~and bears interest at~~ ~~5.77%~~ ~~per annum. During the nine months ended September 30, 2021, the Company made cash payments of $8,580, of which $8,054~~ ~~and $526~~ ~~was attributed to principal and interest, respectively. The loan is collateralized by a vehicle. At September 30, 2021, $37,826~~ ~~was outstanding.~~
~~On June 22, 2020, under the U.S. Small Business Administration’s Paycheck Protection Program, Techville entered into a note payable with a financial institution for $179,600~~ ~~bearing interest at~~ 1% ~~per annum and a maturity date of~~ ~~June 22, 2025. Pursuant to the note, principal and interest payments were deferred for ten months. Techville applied for loan forgiveness on a timely basis, and at September 30, 2021, the total amount due of $179,600~~ ~~had been forgiven.~~
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~~GenResults, LLC~~

On December 31, 2018, GenResults entered into an unsecured note payable with Jemmett Enterprises, LLC, the Company’s majority stockholder that is controlled by the Company’s Chief Executive Officer,Various subsidiaries in the ~~original~~United States are borrowers under certain term loans. These term loans require monthly principal ~~amount~~and interest payments. These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense of these term loans of $~~200,000. The note had a maturity date of~~ ~~June 15, 2021, and bore interest at~~ 6% ~~per annum. There was no remaining balance at September 30, 2021, The outstanding principal balance of this loan was $9,787~~ ~~at December 31, 2020. At September 30, 2021, and December 31, 2020, the Company has recorded accrued interest of $5,079~~11,358 and $~~23,934, respectively, with respect to this note payable. The Company has recorded interest expense related to this note of $186~~51,987 ~~and $3,669~~ ~~during~~for the three and six months ended ~~September~~June 30, ~~2021 and 2020, respectively, and $4,595~~ ~~and $9,358~~ ~~during the nine months ended September 30, 2021 and 2020,~~2022, respectively.

Our Chilean subsidiary, Arkavia, is the borrower under certain term loans denominated in Chilean Pesos. These term loans require monthly principal and interest payments. These term loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense on these term loans of $58,400 and $61,885 for the three and six months ended June 30, 2022, respectively.
~~Cerberus Cyber Sentinel Corporation~~Debt Assumed through Acquisition

~~On April 17, 2020, under the U.S. Small Business Administration’s Paycheck Protection Program, Cerberus entered into a note payable with a financial institution for $530,000~~ ~~bearing interest at~~ 1% ~~per annum and a maturity date of~~ ~~April 17, 2022. Pursuant to the note, principal and interest payments were deferred for six months. The Company applied for loan forgiveness on a timely basis, and at September 30, 2021, the total amount due of $530,000~~ ~~had been forgiven.~~
~~Clear Skies Security LLC~~
~~On May 8, 2020, under the U.S. Small Business Administration’s Paycheck Protection Program, Clear Skies entered into a loan payable with a financial institution for $134,200~~ ~~bearing interest at~~ 1% ~~per annum and a maturity date of~~ ~~May 8, 2022. Pursuant to the loan, principal and interest payments were deferred for six months. Clear Skies applied for loan forgiveness on a timely basis, and at September 30, 2021, the total amount due of $134,200~~ ~~had been forgiven.~~
~~Alpine Security, LLC~~
~~On April 18, 2020, under the U.S. Small Business Administration’s Paycheck Protection Program, Alpine entered into a loan payable with a financial institution for $137,000~~ ~~bearing interest at~~ 1% ~~per annum and a maturity date of~~ ~~April 8, 2022. Pursuant to the loan, principal and interest payments were deferred for six months. Alpine applied for loan forgiveness on a timely basis, and at September 30, 2021, the total amount due of $137,000~~ ~~had been forgiven.~~
~~Catapult Acquisition Corp.~~
~~On July 9, 2016, Catapult Acquistion Corp. entered into several seller notes payable with shareholders of VelocIT. The total borrowing amount was $600,000~~ ~~and each loan bears interest at~~ 5% ~~per annum with a maturity date of~~ ~~July 31, 2023. Pursuant to the terms~~As part of the ~~loans, principal~~True Digital Acquisition, we assumed $1,008,566 of debt previously held by True Digital. This debt was comprised of a revolving line of credit and ~~interest payments were deferred for~~four separate term loans. We repaid two ~~years on three~~ of the four term loans ~~making up $150,000~~during the six months ended June 30, 2022. The line of credit matured and was repaid in full on August 9, 2022, and the $~~600,000~~ ~~total amount borrowed.~~outstanding term loans mature in May 2024 and February 2027. The ~~amount outstanding as~~line of ~~September 30, 2021, was $~~credit had an interest rate ~~559,354~~3.25.% per annum.

Convertible ~~Note~~Notes Payable

~~On December 23, 2020, the Company~~In October 2021, we issued ~~to a related party lender~~ a convertible note ~~payable~~ in the principal amount of $~~3,000,000~~1,500,000~~. The convertible note bears interest at~~ 6% ~~per annum, with~~ bearing an ~~effective~~ interest rate ~~due to the if converted value of the note,~~ of ~~8.5%~~ 5.00% per annum payable at maturity with a maturity date of ~~December 31, 2021. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the holder, at~~January 27, 2022, with a conversion price of $~~2.00~~ 5.00per share. On March 10, 2022, we entered into an amendment to the note pursuant to which the maturity date was extended to October 27, 2022. The outstanding principal of this note was $1,500,000 at June 30, 2022. At June 30, 2022 and December 31, ~~2020,~~2021, we recorded interest expense and accrued interest of $49,486 and $12,500, respectively, with respect to this note. We recorded interest expense of $18,493 and $36,986 during the ~~if converted value~~three and six months ended June 30, 2022, respectively.
In June 2022, we entered into an unsecured convertible note in the principal amount of ~~the note, at the market~~$1,000,000 bearing an interest rate of 5.00% per annum payable monthly with a maturity date of June 2023, with a conversion price of $~~2.05~~ 7.65per ~~share, would be $~~share. ~~3,075,000~~. The ~~issuance of the note resulted in a discount from the beneficial conversion feature totaling $75,000. Total straight-line amortization~~outstanding principal of this ~~discount totaled $56,501~~ note can be redeemed at any time by us or at maturity at 105%~~during the nine months ended September~~. At June 30, ~~2021, and has a remaining amortization period of~~ ~~0.25~~ ~~years. Total~~2022, we recorded interest expense ~~on the note was~~and accrued interest of $~~46,000~~ 3,194~~and $135,000~~ ~~for~~ during the three and ~~nine~~six months ~~ended September 30, 2021.~~ended.
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Future minimum payments under the above ~~notes payable for the remainder~~line of ~~2021~~credit and ~~thereafter and the amount of~~ loans payable ~~net~~due as of ~~current portion, are~~June 30, 2022 were as follows:

SCHEDULE OF FUTURE MINIMUM PAYMENTS ~~UNDER NOTES PAYABLE~~FOR LONG TERM DEBT
Sep. 30, 2021
2021 $ 3,000,000
2022 559,354
Total future minimum payments 3,559,354
Less: discount (18,599 )
Loans payable 3,540,755
Less: current (3,097,382 )
Loans payable, noncurrent $ 443,373

2022 (remainder of) $ 7,309,895
2023 2,167,354
2024 909,814
2025 871,572
2026 507,925
Thereafter 928,676
Total future minimum payments 12,695,236
Less: discount (54,166 )
Long term debt 12,641,070
Less: current (9,344,478 )
Long term debt, net of current portion $ 3,296,592

NOTE 1312 – LEASES

All of ~~the Company’s~~our leases are classified as operating leases. With the adoption of Topic 842, operating lease agreements are required to be recognized on the condensed consolidated balance sheet as ~~ROU~~Right of Use (“ROU”) assets and corresponding lease liabilities.

On January ~~1, 2021, February 1, 2021, and August 12, 2021, the Company~~19, 2022, we recognized additional ROU assets and lease liabilities of $~~37,932, $137,826~~226,942 ~~and~~ ~~154,767, respectively. The Company~~from the True Digital Acquisition. We elected to not recognize ROU assets and lease liabilities arising from office leases with initial terms of ~~twelve~~12 months or less (deemed immaterial) on the unaudited condensed consolidated balance sheets.
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ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that ~~the Company~~we will exercise that option.

When measuring lease liabilities for leases that were classified as operating leases, ~~the Company~~we discounted lease payments using ~~its~~our estimated incremental borrowing rate at January 1, ~~2021.~~2022. The weighted average incremental borrowing rate applied was 6%6.00%. As of ~~September~~June 30, ~~2021, the Company’s~~2022, our leases had a remaining weighted average term of ~~1.15~~ 1.00years.

~~The following table presents net lease cost and other supplemental lease information:~~Operating leases are included in the unaudited condensed consolidated balance sheets as follows:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION
Nine Months Ended September 30, 2021
Lease cost
Operating lease cost (cost resulting from lease payments) $ 80,251
Short term lease cost 29,329
Net lease cost $ 109,580

Operating lease – operating cash flows (fixed payments) $ 80,251
Operating lease – operating cash flows (liability reduction) $ 72,639
Non-current leases – right of use assets $ 268,096
Current liabilities – operating lease liabilities $ 166,709
Non-current liabilities – operating lease liabilities $ 107,899
Classification
June 30,
2022

December 31,
2021

Lease assets
Operating lease cost ROU assets Assets $ 245,426 $ 277,578
Total lease assets $ 245,426 $ 277,578

Lease liabilities
Operating lease liabilities, current Current liabilities $ 116,091 $ 196,472
Operating lease liabilities, non-current Liabilities 135,380 88,040
Total lease liabilities $ 251,471 $ 284,512
The components of lease costs, which are included in income from operations in our unaudited condensed consolidated statements of operations, were as follows:
SCHEDULE OF LEASE COST

Six Months Ended June 30,

2022 2021
Leases costs
Operating lease costs $ 226,079 $ 54,376
Total lease costs $ 226,079 $ 54,376

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the ~~nine~~six months ended ~~September~~June 30, ~~2021, are~~2022 were as follows:
SCHEDULE OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES
Sep. 30, 2021
Fiscal Year Operating Leases Operating Leases
2021 (excluding the nine months ended September 30, 2021) $ 44,638
2022 178,273
(Unaudited)
2022 (remainder of) $ 83,892
2023 66,738 77,091
2024 57,605
2025 54,389
Total future minimum lease payments 289,649 272,977
Amount representing interest (15,041 ) (21,506 )
Present value of net future minimum lease payments $ 274,608 $ 251,471

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NOTE 1413 – ~~CONCENTRATION OF CREDIT RISK~~GEOGRAPHIC INFORMATION
~~Cash Deposits~~

~~Financial instruments that potentially subject~~Revenue by geography is based on the ~~Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of September 30, 2021,~~customer’s billing address and ~~December 31, 2020, the Company had approximately $1,788,000~~ ~~and $4,252,000, respectively, in excess of the FDIC insured limit.~~was as follows:
~~SCHEDULES~~SCHEDULE OF ~~CONCENTRATION OF RISK,~~REVENUE BY ~~RISK FACTOR~~GEOGRAPHY IS BASED ON CUSTOMERS BILLING ADDRESS
~~Revenues~~
2022 2021 2022 2021

Three Months Ended June 30,

Six Months Ended June 30,

2022 2021 2022 2021

U.S. $ 9,358,105 $ 2,949,677 $ 17,764,335 $ 5,509,455
Chile 1,869,840 - 2,793,020 -
Revenue $ 11,227,945 $ 2,949,677 $ 20,557,355 $ 5,509,455

~~One client accounted for~~Property and equipment, net by geography was as follows:
~~26%~~SCHEDULE OF PROPERTY AND EQUIPMENT, NET BY GEOGRAPHIC AREAS ~~of revenue for the nine months ended September 30, 2021.~~

June 30, 2022

December 31, 2021

U.S. $ 1,034,958 $ 95,069
Chile 1,933,828 2,299,355
Property and equipment net $ 2,968,786 $ 2,394,424

~~Two clients accounted for~~ ~~68%~~No other international country represented more than 10% of ~~revenue for the nine months ended September 30, 2020, as set forth below:~~property and equipment, net in any period presented.
~~Client A~~ 52 %
~~Client B~~ 16 %
~~Accounts Receivable~~
~~Two clients accounted for~~ ~~27%~~ ~~of the accounts receivable as of September 30, 2021, as set forth below:~~
~~Client A~~ 15 %
~~Client B~~ 12 %
~~Two clients accounted for~~ ~~56%~~ ~~of the accounts receivable as of September 30, 2020, as set forth below:~~
~~Client A~~ 29 %
~~Client B~~ 27 %
~~Accounts Payable~~
~~Two vendors accounted for~~ ~~21%~~ ~~of the accounts payable as of September 30, 2021, as set forth below:~~
~~Vendor A~~ 11 %
~~Vendor B~~ 10 %
~~Two vendors accounted for~~ ~~40%~~ ~~of the accounts payable as of September 30, 2020, as set forth below.~~
~~Vendor A~~ 26 %
~~Vendor B~~ 14 %

NOTE 1514 – SUBSEQUENT EVENTS
~~Atlantic Technology Systems, Inc. Acquisition~~Acquisitions
~~On October 1, 2021, the Company~~In July 2022, we entered into a ~~Stock Purchase Agreement (the “Agreement”) by~~stock purchase agreement with CyberViking and among the Company, Atlantic Technology Systems, Inc. (“ATS”) and Atlantic Technology Enterprises, Inc. (“ATE”) (collectively, “Atlantic”) and James Montagne, the sole shareholder of ATS, and James Montagne and Miriam Montagne as the sole shareholders of ATE (the “Shareholder”). Pursuantits interest holders, pursuant to ~~the Agreement, the Company purchased from the Shareholder~~which we acquired all of the issued and outstanding ~~shares~~units of ~~Atlantic, with ATE and ATS becoming wholly-owned subsidiaries~~CyberViking (the “CyberViking Acquisition”). We funded the acquisition through the issuance of ~~the Company. The aggregate purchase price for the Atlantic shares was~~ ~~200,000~~499,000 shares of ~~the Company’s~~our common ~~stock, par value $0.00001, and $75,000~~ ~~in cash. Furthermore, the Shareholder shall receive an additional~~ ~~100,000~~ ~~shares of the Company’s common stock based upon Atlantic achieving certain revenue and earnings thresholds and an additional $150,000~~ ~~in cash upon the Company listing to a national exchange.~~stock.

~~Convertible Note Issuance~~The purchase price of the CyberViking Acquisition will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values at the acquisition date. We are currently preparing the valuations and other procedures necessary to determine the purchase price allocation and will record our initial fair value estimates during the three months ending September 30, 2022.

~~On October 27, 2021,~~CyberViking is a company specializing in application security services, incident response, and threat hunting as well as the ~~Company issued a 5% Unsecured Convertible Note (the “Note”) to Neil Stinchcombe (the “Lender”), in consideration~~creation and management of ~~the Lender lending the Company $1,500,000~~ (the “Principal Amount”) to provide funding for the Company’s prospective acquisitions and other general corporate purposes. The Principal Amount, together with accrued and unpaid interest, is due on ~~January 27, 2022~~ (the “Maturity Date”), with no prepayment option. Interest is calculated at 6% per annum (based on a 360-day year) and is payable monthly. The Maturity Date may be extended at the Company’s election to April 27, 2022.security operation centers.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Note Regarding Forward-Looking Statements~~
~~This~~The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and related notes included in this Quarterly Report on Form 10-Q ~~includes a number~~and the audited financial statements and related notes and Management’s Discussion and Analysis of ~~forward-looking statements that reflect management’s current views with respect to future events~~Financial Condition and ~~financial performance.Forward-looking statements are projections in respect~~Results of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. ~~These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors”~~Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2021, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:
● ~~our ability to achieve and sustain profitability of the existing lines of business through expansion;~~
● ~~our ability to raise sufficient capital to acquire world-class engineer-owned cybersecurity companies;~~
● ~~our ability to attract and retain world-class cybersecurity talent;~~
● ~~our ability to identify potential acquisition targets within predetermined parameters;~~
● ~~our ability to successfully execute acquisitions, integrate the acquired businesses and create synergies as a nationwide cybersecurity consolidator;~~
● ~~our ability to attract and retain key technology or management personnel and to expand our management team;~~
● ~~the accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing;~~
● ~~business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the outbreak of COVID-19 or any of its variants);~~
● ~~our ability to attract and retain clients; and~~
● ~~our ability to navigate through the increasingly complex cybersecurity regulatory environment.~~
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.2021.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in the future operating results over time, except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operationsUnless otherwise indicated or the ~~results of our future activities will not differ materially from our assumptions.~~
~~As used in this Quarterly Report on Form 10-Q and unless~~context requires otherwise, ~~indicated,~~ the terms ~~“Company,”~~ “we,” “us,” “our,” and ~~“our”~~“our company” refer to Cerberus Cyber Sentinel Corporation, a Delaware corporation (“Cerberus”), and its wholly owned subsidiaries, including GenResults, LLC, an Arizona limited liability company (“GenResults”), TalaTek, LLC, a Virginia limited liability company (“TalaTek”), Technologyville, Inc., an Illinois corporation (“Techville”), Clear Skies Security, LLC, a Georgia limited liability company (“Clear Skies”), Alpine Security, LLC, an Illinois limited liability company (“Alpine”) ~~and~~, Catapult Acquisition Corporation, a New Jersey corporation (“~~VelocIT)~~VelocIT”), Southford Equities, Inc., a British Virgin Islands company (“Arkavia”), True Digital Security, Inc., a Delaware corporation (“True Digital”), RED74 LLC, a New Jersey limited liability company (“RED74”), Atlantic Technology Systems, Inc., a New Jersey ~~corporation.~~corporation (“ATS”), Atlantic Technology Enterprises, Inc., a New Jersey corporation (“ATE” and together with ATS, “Atlantic”), Creatrix, Inc., a Maryland corporation (“Creatrix”), and CyberViking, LLC, an Oregon limited liability company (“CyberViking”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.
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~~Corporate History~~
Cerberus Cyber Sentinel Corporation (“Cerberus Sentinel”) was formed on March 5, 2019 as a Delaware corporation. Our principal offices are located at 6900 E. Camelback Road, Suite 240, Scottsdale, AZ 85251.
Effective May 25, 2020, we entered into a Stock Purchase Agreement with Techville and its sole shareholder, pursuant to which Techville became a wholly owned subsidiary of the Company (the “Techville Acquisition”). Under the terms of the Techville Acquisition, all issued and outstanding common stock of Techville was exchanged for an aggregate of 3,392,271 shares of our common stock.
Effective August 1, 2020, we entered into a Stock Purchase Agreement with Clear Skies and its equity holders, pursuant to which Clear Skies became a wholly owned subsidiary of the Company (the “Clear Skies Acquisition”). Under the terms of the Clear Skies Acquisition, all issued and outstanding equity securities in Clear Skies were exchanged for an aggregate of 2,330,000 shares of our common stock.
On December 16, 2020, we entered into an Agreement and Plan of Merger pursuant to which Alpine became a wholly owned subsidiary of the Company. All units representing membership interests of Alpine issued and outstanding were converted into 900,000 shares of our common stock.
On July 26, 2021, and effective August 12, 2021, we entered into an Amended and Restated Agreement and Plan of Merger pursuant to which VelocIT became a wholly-owned subsidiary of the Company. All issued and outstanding shares of common stock of VelocIT were converted into the right to receive an aggregate of up to 2,566,778 shares of common stock of the Company, subject to a holdback of 256,678 shares of Company stock.

~~Our Business~~Second Quarter 2022 Highlights
The cyber security industry has a supply and demand issue; there is more demand for cyber security services than expert and seasoned compliance and cybersecurity professionals available in the market. We are a cybersecurity and compliance company comprised of highly trained and seasoned security professionals who work with clients to enhance or create a better cyber posture in their organization. We seek to identify, attract, and retain highly skilled cyber and compliance teams and bring them together to provide holistic cyber services. This is accomplished through acquisitions, direct hiring and incentivizing employees with stock options to help retain them. On an ongoing basis, we seek to identify cyber talent that is culturally aligned and that offers operating leverage through both existing customer revenue and relationships. We have invested in enterprise solutions and executive talent to integrate our different organizations into an ecosystem that works together to provide complete and holistic cybersecurity through cross pollination of solutions. The ecosystem is intended to provide additional revenue opportunities and drive overall recurring revenue.
We emphasize to clients the critical nature of having their work force create a continuously aware security culture. Once engaged, we strive to become the trusted advisors for customers’ cybersecurity and compliance needs by providing tailored security solutions based upon their organizational needs. We do not focus on the selling of cybersecurity products; we are product agnostic so that we can provide solutions that fit customers’ security needs, financial realities, and future strategy. Our approach is to evaluate clients’ organizations holistically, identify compliance requirements, and help secure the infrastructure while helping to create a culture of security.
We provide a full range of cybersecurity services, encompassing all pillars of cybersecurity, compliance, and culture, including Secured Managed Services, Compliance Services, SOC Services, Virtual CISO (vCISO) Services, Incident Response, Certified Forensics, Technical Assessments, and Cybersecurity Training. We believe that culture is the foundation of every successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+, which is the only holistic solution that provides all three of these pillars under one roof from a dedicated team of subject matter experts. In contrast to the majority of cybersecurity firms that are focused on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating highly-sought after topic experts. We continually identify and acquire cyber security talent to expand our service scope and geographical coverage to provide the best possible service for our clients. We believe that bringing together a world-class team of technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic solutions to our clients in a business environment that has suffered from a chronic lack of highly-skilled professionals, thereby setting us apart from competitors and in-house security teams. Our goal is to create a culture of security and to help quantify, define and capture a return on investment (ROI) from information technology and cybersecurity spending. Our brand rallies around the battle cry: “Cybersecurity is a Culture, not a Product.”
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Offering this set of cybersecurity services allows us to capture more revenue with greater efficiency, facilitating greater profitability and stronger customer retention. The benefit to our customers is that they receive an efficient engagement from a single provider that covers a wide range of their needs. This means their challenges are addressed more thoroughly and problems are resolved more rapidly when compared to working with multiple vendors. This leads to the best possible outcome which enables them to commit to us for the long term.
We believe that our business model is differentiated from other companies in the industry in that our employees are not consultants; they’re dedicated partners available on a recurring monthly contract. Due to the numerous challenges in hiring experienced cybersecurity and compliance professionals, we believe that assimilating our team of industry and subject matter experts into our clients’ teams is the ideal solution.
We are technology agnostic. Whereas, most cybersecurity firms are locked into working with a single technology, we seek to differentiate ourselves by remaining technology agnostic. This approach enables us to work with any business, no matter what systems or tools they use. For our customers the benefit is equally valuable; they’re able to choose the best tools and technology for their business needs without affecting their relationship with us.
We believe that building a world-class technology team with industry-specific and subject-matter expertise is the key to providing cutting-edge solutions to our clients. We aim to continue to identify and acquire cybersecurity talent to expand our scope of services and geographical footprint to fortify our capability to deliver excellence to our customers. Furthermore, our commitment is that we will stay a step ahead of threat actors and regulatory obligations to keep our customers safe and compliant.
~~Our Service Offering~~
~~We currently offer two major types of services to clients including Security Managed Services and Professional Services.~~
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~~Security Managed Services~~
Our Security Managed Services deliver an end-to-end solution to cybersecurity and compliance needs. We begin with a gap analysis of our customers’ existing cybersecurity and compliance practices. Next, we perform penetration testing, vulnerability scanning, and a best practices assessment. This culminates with a deliverable report outlining failures and risks and includes a remediation roadmap organized based on highest-value opportunities and critical necessities. This prioritized approach utilizesoperating results for the maxi-min strategy to optimize our customers’ budget; something that comes from decades of experiential wisdom. Using this roadmap, our team performs remediation and change implementation throughout a customer’s business. This is followed by our culture program that delivers cybersecurity and compliance awareness training, risk reporting, and periodic knowledge verification. We cover every area of our customers’ businesses and engage with every member of their team. This is our end-to-end holistic approach that we believe leaves no stone unturned to ensure our customers are truly safe, secure, and compliant.
~~We offer multiple services in the Security Managed Services portfolio including~~three months ended June 30, 2022 included the following:

● Compliance: Our compliance practice ensures the customers are implementing the right controls, properly prioritizing risks, and investing in the appropriate remediation, so our customers can achieve compliance, adhere to industry standards and guidelines, and manage continuous monitoring over time. We provide the combination of integrated processes and systems, experienced staff, and innovative technology to help our customers meet those goals. Our seasoned experts possess the stringent industry certifications and accreditations that prove they understand security compliance regulations, frameworks, and controls. Our deep knowledge of these rigorous and unique requirements means we can offer a thorough, timely assessment that will identify residual risk within the customer’s information system. We then propose mitigation strategies to manage the customer’s risk effectively. As an authorized FedRAMP vendor ourselves, we bring an insider’s perspective to the process in the following standards:
○ FedRAMP - The Federal Risk and Authorization Management Program (FedRAMP) provides standardization to cloud security for Cloud Service Providers (CSP). FedRAMP recognition is required to sell cloud services to the US Federal and many state and local governments ~~https://www.fedramp.gov/~~
○ FISMA 2014 - codifies the Department of Homeland Security’s role in administering the implementation of information security policies for federal Executive Branch civilian agencies, overseeing agencies’ compliance with those policies, and assisting OMB in developing those policies. ~~https://www.cisa.gov/federal-information-security-modernization-act~~
○ ISO 17021, ISO 27001 is an International Standard that provides Certification Bodies (CB) with a set of requirements that will enable them to ensure that their management system certification process is carried out in a competent, consistent and impartial manner. ~~https://www.iso.org/~~
○ HIPAA - Technology for Economic and Clinical Health Act of 2009 (“HITECH”) – These are laws regulated by the Department of Health and Human Services (“HHS”) to secure the privacy and confidentiality of protected health information (“PHI”) (~~https://www.hhs.gov/hipaa/index.html~~)
○ ~~PCI - This is a standard administered by the Payment Card Industry Security Standards Council (https://www.pcisecuritystandards.org/pci_security/~~)
○ Cyber Security Framework (CSF) Consist of five core functions: Identify, Protect, Detect, Respond, and Recover. NIST defines the framework core on its official website as a set of cybersecurity activities, desired outcomes, and applicable informative references common across critical infrastructure sectors. ~~https://www.nist.gov/cyberframework~~
○ NIST - The National Institute of Standards and Technology (“NIST”) – This is formally known as a National Bureau of Standards, which is a federal agency that promotes and maintains measurement standards while encouraging and assisting industry and science to develop and use these standards. ~~https://www.nist.gov/~~
○ 800-171/CMMC - CMMC is intended to serve as a verification mechanism to ensure that DIB companies implement appropriate cybersecurity practices and processes to protect Federal Contract Information (FCI) and Controlled Unclassified Information (CUI) within their unclassified networks. ~~https://csrc.nist.gov/publications/detail/sp/800-171/rev-2/final~~
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○ GDPR - The General Data Protection Regulation is one of the most wide-ranging pieces of legislation passed by the EU in recent memory. It was introduced to standardize data protection law across the single market and give people in a growing digital economy greater control over how their personal information is used. https://gdpr.eu/compliance/
○ Service Organization 2 (“SOC 2”) – This is an auditing procedure that focuses on a business’ non-financial reporting controls related to security, availability, processing, integrity, confidentiality, and privacy of a system; https://www.aicpa.org/
○ HITRUST CSF – This is a comprehensive security framework (“CSF”) developed by the Health Information Trust Alliance (“HITRUST”) in collaboration with healthcare, technology and information security leaders, to create access, store and exchange sensitive and/or regulated data; https://hitrustalliance.net/
● Secured Managed Services: Cybersecurity companies who may excel at pointing out vulnerabilities or configuration issues, we have experts with the capability to resolve fix them. Our team has extensive experience in remediating security issues in a holistic fashion, to quickly effect change at organization scale. We know our customers’ teams are busy enough as is, so we offload the burden of addressing the dozens or hundreds of remediation items that may come from a security review, penetration test, or incident response project. Our remediation services resolve vulnerabilities that may expose risk to, or have caused, unwanted conditions or outcomes. Examples of issues that Cerberus Sentinel remediate include writing new or more effective policies, rearchitecting computer networks to minimize attack surface, implementing high security password requirements and multi-factor authentication, applying missing security patches that expose an organization to security attack, or correcting misconfigurations that can lead to unauthorized access such as a user being granted overly broad permissions. Our remediation services provide customers with a mature methodology for the heavy lifting needed to ensure that implementing solutions to minimize security risk are done safely, efficiently, and correctly the first time.
● SOC Managed Services: We offer SOC-as-a-service, which is a subscription-based service that manages and monitors client’s’ logs, devices, clouds, network, and assets for possible cyber threats. This lets our service provide the clients with the knowledge and skills necessary to combat cybersecurity threats.
● vCISO Service: Corporations are in need of cybersecurity services but many do not have the capital resources or knowledge base to hire a Chief Information Security Officer (“CISO”). We offer this service to companies on an ongoing managed service basis as a resource to augment their management team. vCISO includes road mapping the future state for the client and providing our knowledgeable expertise to help them achieve their security needs.
~~Professional Services~~
Our advisory services include a wide array of tailored solutions for organizations of all sizes. Our in-depth and uniquely acquired industry expertise allows us to act as a trusted advisor of our clients to help them lower their risk profile, minimize cost impact to organizations and meet regulatory compliance demands. We specialize in:
● ~~Incident Response and Forensics: This is where we focus on identification, investigation, and remediation of cyberattacks.~~
● Technical Assessments: We specialize in advanced cyber security assessments that highlight the skills and experience of our team’s top-tier talent. Our customers benefit from our routine identification of issues based on our emphasis on real-world manual testing techniques and custom exploit development to uncover new avenues of attack. We believe that our approach to penetration testing services strikes the perfect equilibrium between cost, time and results. Our team of highly skilled testers utilize the same tools and techniques a malicious cybercriminal would use to try to gain unauthorized access to highly-guarded corporate systems and data to evaluate technical controls and quantify business risks in a meaningful way. This level of analysis provides business leaders the knowledge required to not only understand the impact a successful attack might have on their business operations, but also can validate the effectiveness of existing security controls and justify additional security related investment.
Training: This targets the root cause for 75% of cyber breach events by starting with a culture of security-first forward thinking. Our security awareness training can prevent a catastrophic cyberattack before it even occurs by equipping users with the tools and techniques required to spot a potential cyberattack in the early stages.
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● ~~Other Cybersecurity Services:~~
○ Cybersecurity Road Mapping: Bringing the culture of cybersecurity to client’s leadership team and penetrating throughout the organization is a critical first step of building any successful cybersecurity system. Through our consulting service, we dive into both the cultural and technical aspects of cybersecurity within the organization, providing meaningful recommendations to improve cybersecurity posture immediately. We help our clients build effective policies and best practices, design or enhance a cybersecurity system and train the executive management team to foster a top-down culture of cybersecurity in order to facilitate diligent implementation of cybersecurity awareness.
○ Gap and Risk Assessment: Threat actors probe and exploit the weakest points in an organization, it doesn’t matter if a business has done 100 things right when one mistake can be catastrophic. Cerberus Sentinel combines decades of security expertise and in-depth knowledge of how cyberattackers operate to deliver a thorough security risk gap analysis that identifies real world threats and issues guidance for protection. We first familiarize ourselves with the customer’s environment, business model, operations, and business drivers to best determine a customer’s cybersecurity posture in an ever evolving threat landscape. We then use our advanced threat intelligence, data breach experience, and analytics to accurately assess the customers unique cybersecurity risk based on their “as is” state. We then operate with a holistic mindset, considering every link in the cybersecurity chain from people, processes, and technology, to determine their ideal “to be” state, aligned with their business goals, compliance requirements, and risk tolerance. Finally, we collaboratively devise and develop a strategic cybersecurity plan that takes into account critical priorities to effectively reduce cybersecurity risk by closing the gap between their “as is” and “to be” states. This comprehensive awareness of internal systems and policies provides our customers with a clear understanding of their overall risk as well as the strategies and tools they need to protect their most valuable assets: their data and brand reputation.
~~Significant Development During the Quarter~~
~~Acquisition of VelocIT~~
● Total revenue increased by $8.3 million to $11.2 million for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.
● Total gross profit increased to $0.8 million for the three months ended June 30, 2022, as compared to the six months ended June 30, 2021.
● Cash used in operating activities decreased to $0.6 million for the three months ended June 30, 2022, as compared to $3.0 million for the three months ended March 31, 2022.
● We closed $6.0 million of short-term bridge loans in June 2022.
● We acquired Creatrix, which became our wholly owned subsidiary.

On June ~~30, 2021,~~14, 2022, we ~~entered into an Agreement~~filed a Registration Statement on Form S-3 (as amended by Amendment No. 1 to Form S-3 filed with the U.S. Securities and ~~Plan of Merger (the “Merger Agreement”~~Exchange Commission (“SEC”) ~~by and among~~on June 24, 2022, the ~~Company, Catapult Acquisition Merger Sub, LLC (“Merger Sub”~~“S-3 Registration Statement”)~~, Catapult Acquisition Corporation (“Catapult”),~~ with the shareholders of Catapult Acquisition Corporation (the “Catapult Shareholders”) and Darek Hahn, in his capacity as the shareholder representative (the “Shareholder Representative”). Pursuant to the Merger Agreement, Catapult agreed to merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger as a wholly-owned subsidiary of the Company.SEC, which was declared effective on June 27, 2022. The ~~Merger was to become effective as soon as practicable following completion of certain conditions to closing in the Merger Agreement (the “Effective Time”).~~S-3 Registration Statement contains two prospectuses:

On July 26, 2021, the Company, Merger Sub, Catapult, the Catapult Shareholders and the Shareholder Representative entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”) to provide, among other things, that Merger Sub would merge with and into Catapult, with Catapult surviving the Merger as a wholly-owned subsidiary of the Company. All issued and outstanding shares of common stock of Catapult immediately prior to the Effective Time were converted into the right to receive an aggregate of up to 2,566,778 shares of common stock, par value $0.00001, of the Company, subject to a holdback of 256,678 shares of Cerberus Stock. The Effective Time was August 12, 2021.
Catapult, which operates under the brand name of VelocIT, offers enterprise solutions through a suite of products and services to small and medium sized businesses. Such suite of products and services include IT leadership, vector alerts, active directory management, server management, email management, antivirus services, LAN services, wireless management, firewall management, virtualization management, WAN services, SAN services, endpoint back-up, endpoint encryption and business continuity support. VelocIT is based in Cranbury, New Jersey.
● A base prospectus that covers the potential offering, issuance, and sale from time to time of our common stock, preferred stock, warrants, debt securities, and units in one or more offerings with a total value of up to $300,000,000; and
● A sales agreement prospectus covering the potential offering, issuance, and sale from time to time of our common stock having an aggregate gross sales price of up to $100,000,000 pursuant to a sales agreement with B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated, and Boustead Securities, LLC.

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21

Results of Operations

Comparison of the Three Months Ended ~~September~~June 30, ~~2021~~2022 to the Three Months Ended ~~September~~June 30, ~~2020~~2021

Our financial results for the three months ended ~~September~~June 30, ~~2021~~2022 are summarized as follows in comparison to the three months ended ~~September~~June 30, ~~2020:~~2021:

Three Months Ended
September 30,

Three Months Ended
June 30,

2021 2020 Variance 2022 2021 Variance
Revenue:
Security Managed Services $ 3,099,753 $ 1,683,733 $ 1,416,020
Professional Services 645,255 325,865 319,390
Security managed services $ 10,376,169 $ 2,077,351 $ 8,298,818
Professional services 851,776 872,326 (20,550 )
Total revenue 3,745,008 2,009,598 1,735,410 11,227,945 2,949,677 8,278,268

Cost of revenue:
Security Managed Services 650,955 423,784 227,171
Professional Services 234,326 18,962 215,364
Security managed services 3,765,426 340,460 3,424,966
Professional services 163,152 139,973 23,179
Cost of payroll 2,093,072 868,810 1,224,262 4,707,984 1,531,910 3,176,074
Stock based compensation 1,825,890 197,848 1,628,042
Total cost of revenue 2,978,353 1,311,556 1,666,797 10,462,452 2,210,191 8,252,261
Total gross profit 766,655 698,042 68,613 765,493 739,486 26,007
Operating expenses:
Professional fees 293,408 284,511 8,897 945,148 244,261 700,887
Advertising and marketing 254,026 30,488 223,538 240,504 172,468 68,036
Selling, general and administrative 2,085,720 1,020,765 1,064,955
Stock based compensation 1,251,635 392,661 858,974
Loss on write-off of account receivable
40,264
-
40,264

Selling, general, and administrative 4,468,415 1,682,879 2,785,536
Stock-based compensation 2,404,049 693,278 1,710,771
Total operating expenses 3,925,053 1,728,425 2,196,628 8,058,116 2,792,886 5,265,230

Loss from operations (3,158,398 ) (1,030,383 ) (2,128,015 ) (7,292,623 ) (2,053,400 ) (5,239,223 )
Other income (expense):
Other income 169 751 (582 ) 17,425 2,179 15,246
Interest expense, net (75,470 ) (5,567 ) (69,903 ) (64,648 ) (65,641 ) 993
PPP loan forgiveness
980,800
-
980,800

Total other income (expense) 905,499 (4,816) 899,935 (47,223 ) (63,462 ) 16,239
Net loss $ (2,252,899 ) $ (1,035,199 ) $ (1,217,700 ) (7,339,846 ) (2,116,862 ) (5,222,984 )
Foreign currency translation adjustment (2,200,710 ) - (2,200,710 )
Comprehensive loss $ (9,540,556 ) $ (2,116,862 ) $ (7,423,694 )

~~Revenues~~Revenue

Security managed services ~~revenues~~revenue increased by ~~$1,416,020,~~$8,298,818, or ~~84%~~399%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, due primarily to ~~to revenues~~revenue acquired through our completion of ~~$985,146 for VelocIT for~~six acquisitions over the 3last 12 months ~~ended September 30, 2021. We did not recognize any~~and new and existing customer revenue ~~attributable to VelocIT during the 3 months ended September 30, 2020 because the acquisition consummated on August 12~~^,~~2021. The additional increase in revenues were a result of additional customers and usage increases within existing customers.~~growth.
Professional services ~~revenues increased~~revenue decreased by ~~$319,390,~~$20,550, or ~~98%~~2%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, due primarily to ~~revenues for Clear Skies and Alpine of $695,069 for~~two large one-time projects in the 3three months ended ~~September~~June 30, ~~2021. The acquisitions~~2021, offset by acquisition and organic revenue growth of ~~Clear Skies and Alpine were consummated on August 1, 2020 and December 16, 2020, respectively. Revenues for Clear Skies was~~ approximately ~~$141,000 for the 3 months ended September 30, 2020.~~ $134,000.
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Expenses

Cost of ~~Revenues~~Revenue

Security managed services cost of ~~revenues~~revenue increased by ~~$227,171,~~$3,424,966, or ~~54%~~1,006%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to our completion of six acquisitions over the last 12 months, which increased our revenues from hardware and ~~was primarily the result of as a result of the VelocIT acquisition on August 12, 2020.~~software sales and their related costs.

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~~Profesional~~Professional services cost of ~~revenues~~revenue increased by ~~$215,364,~~$23,179, or ~~1,136%~~17%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, due to ~~cost of revenues for Clear Skies and Alpine. The~~our increase in revenue from professional services from acquisitions ~~of Clear Skies and Alpine were consummated on August 1, 2020 and December 16, 2020, respectively.~~completed over the last 12 months.

Cost of payroll cost of ~~revenues~~revenue increased by ~~$1,224,262,~~$3,176,074, or ~~141%~~207%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020, as a result~~2021, due to headcount added primarily through our completion of six acquisitions over the ~~cost of headcount~~last 12 months.
Stock-based compensation expenses increased by $1,628,042, or 823%, for the ~~VelocIT, Clear Skies, and Alpine acquisitions~~three months ended June 30, 2022 as ~~well as an increase in employees resulting in an increase in salaries in other lines of business~~compared to the three months ended June 30, 2021, due to an increase ~~in demand for~~of stock options awarded to our ~~services.~~
growing base of revenue generating employees.

Operating Expenses

Professional fees ~~remained relatively consistent during~~increased by $700,887, or 287%, for the three months ended ~~September~~June 30, ~~2021~~2022 as compared to three months ended ~~September~~June 30, ~~2020.~~2021, due to an increase in accounting, legal, and other professional fees incurred related to our periodic SEC filings and our efforts to raise additional capital.

Advertising and marketing expenses increased by ~~$223,538,~~$68,036, or ~~733%~~39%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020, as a result of increased public relations and~~2021, due to our current marketing ~~prograams.~~campaign initiatives to stimulate organic revenue growth.

Selling, general, and administrative expenses increased by ~~$1,064,955,~~$2,785,536, or ~~104%~~166%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily ~~as a result of an increase in payroll~~ due to headcount added through our completion of six acquisitions over the ~~Company being able~~last 12 months and hiring of back office personnel to ~~recognize Alpine’s payroll as well as a portion~~meet the current and expected growth needs of ~~VelocIT’s payroll, which both were not recognizeable during the three months ended September 30, 2020, due to the acquisition dates of December 1, 2020 and August 12, 2021, respectively.~~
our business.

Stock based compensation expenses increased by ~~$858,974,~~$1,710,771, or ~~219%~~247%, for the three months ended ~~September~~June 30, ~~2021,~~2022 as compared to the three months ended ~~September~~June 30, ~~2020,~~2021, due to an increase in stock options awarded ~~during~~to employees as we continue to scale our back office to meet the ~~three months ended September 30, 2021.~~
~~Loss on write-off~~growth needs of ~~accounts receivable remained relatively consistent during the three months ended September 30, 2021 as compared~~our business and shares issued to ~~the three months ended September 30, 2020.~~
consultants for marketing services provided.
Comparison of the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021
Our financial results for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are summarized as follows in comparison to the ~~nine~~six months ended ~~September~~June 30, ~~2020:~~2021:

Nine Months Ended September 30,
Six Months Ended
June 30,

2021 2020 Variance 2022 2021 Variance
Revenue:
Security Managed Services $ 6,979,146 $ 3,612,489 $ 3,366,657
Professional Services 2,275,437 1,015,816 1,259,621
Security managed services $ 18,428,394 $ 3,967,055 $ 14,461,339
Professional services 2,128,961 1,542,400 586,561
Total revenue 9,254,583 4,628,305 4,626,278 20,557,355 5,509,455 15,047,900

Cost of revenue:
Security Managed Services 1,326,788 726,614 600,174
Professional Services 350,388 82,992 267,396
Security managed services 6,368,350 534,127 5,834,223
Professional services 273,489 257,767 15,722
Cost of payroll 5,052,684 2,135,691 2,916,993 9,153,834 2,959,612 6,194,222
Stock based compensation 3,947,473 380,924 3,566,549
Total cost of revenue 6,729,860 2,945,297 3,784,563 19,743,146 4,132,430 15,610,716
Total gross profit 2,524,723 1,683,008 841,715 814,209 1,377,025 (562,816 )
Operating expenses:
Professional fees 695,023 685,821 9,202 1,568,209 401,615 1,166,594
Advertising and marketing 471,721 104,058 367,663 395,845 217,695 178,150
Selling, general and administrative 5,241,095 2,235,041 3,006,054
Stock based compensation 2,981,523 1,062,000 1,919,523
Loss on write-off of account receivable 55,528 15,000 40,528
Selling, general, and administrative 9,171,958 3,170,520 6,001,438
Stock-based compensation 4,969,559 1,348,964 3,620,595
Total operating expenses
9,444,890
4,101,920 5,342,970 16,105,571 5,138,794 10,966,777

Loss from operations
(6,920,167
) (2,418,912 ) (4,501,255 ) (15,291,362 ) (3,761,769 ) (11,529,593 )
Other income (expense):
Other income 2,553 10,751 (8,218 ) 29,968 2,384 27,584
Interest expense, net (209,806 ) (12,285 ) (197,521 ) (108,233 ) (134,336 ) 26,103
PPP loan forgiveness
980,800
- 980,800
Total other income (expense)
773,547
(1,534 ) 775,081 (78,265 ) (131,952 ) 53,687
Net loss $ (6,146,620 ) $ (2,420,446 ) $ (3,726,174 ) (15,369,627 ) (3,893,721 ) (11,475,906 )
Foreign currency translation adjustment (1,298,269 ) - (1,298,269 )
Comprehensive loss $ (16,667,896 ) $ (3,893,721 ) $ (12,774,175 )

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23

~~Revenues~~Revenue

Security managed services ~~revenues~~revenue increased by ~~$3,366,657,~~$14,461,339, or ~~93%~~365%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due primarily to revenue acquired through our completion of six acquisitions over the ~~acquisitions of VelocIT~~last 12 months and ~~Technologyville consummated on August 12, 2021~~new and May 25, 2020, respectively. Approximately $2,400,000 was a result of these acquisitions. The balance is a result of increase in usage and various new client contracts that were entered into subsequent to September 30, 2020.existing customer revenue growth.
Professional services ~~revenues~~revenue increased by ~~$1,259,621,~~$586,561, or ~~124%~~38%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due to revenue acquired through our completion of six acquisitions over the ~~acquisitions of Clear Skies~~last 12 months and ~~Alpine consummated on August 1, 2020~~new and ~~December 16, 2020, respectively.~~existing customer revenue growth.

Expenses

Cost of ~~Revenues~~Revenue

~~Secuity~~Security managed services cost of ~~revenues~~revenue increased by ~~$600,174,~~$5,834,223, or ~~83%~~1,092%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due primarily to our completion of six acquisitions over the last 12 months, which increased our revenues from hardware and ~~was primarily due to the acquisitions of VelocIT~~software sales and ~~Technologyville consummated on August 12, 2021 and May 25, 2020, respectively.~~their related costs.

Professional services cost of ~~revenues~~revenue increased by ~~$267,396,~~15,722, or ~~322%~~6%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due to our increase in revenue from professional services from acquisitions completed over the ~~acquisitions of Clear Skies and Alpine consummated on August 1, 2020 and December 16, 2020, respectively.~~last 12 months.

Cost of payroll cost of revenue increased by ~~$2,916,993,~~$6,194,222, or ~~137%~~209%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due to ~~as a result~~headcount added primarily through our completion of six acquisitions over the ~~cost of headcount~~last 12 months.
Stock-based compensation expenses increased by $3,566,549, or 936%, for the ~~VelocIT, Clear Skies, and Alpine acquisitions~~six months ended June 30, 2022 as ~~well as an increase in employees resulting in an increase in salaries in other lines of business~~compared to the six months ended June 30, 2021, due to an increase ~~in demand for~~of stock options awarded to our ~~services.~~growing base of revenue generating employees.

Operating Expenses

Professional fees ~~remained relatively consistent during~~increased by $1,166,594, or 290%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 as compared to ~~the nine~~six months ended ~~September~~June 30, ~~2020.~~2021, due to an increase in accounting, legal, and other professional fees incurred related to our periodic SEC filings and our efforts to raise additional capital.

Advertising and marketing expenses increased by ~~$367,663,~~$178,150, or ~~353%~~82%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020, as a result of additional spend on public relations.~~2021, due to our current marketing campaign initiatives to stimulate organic revenue growth.

Selling, general, and administrative expenses increased by ~~$3,006,054,~~$6,001,438, or ~~135%~~189%, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 as compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020, as a result of~~2021, primarily ~~as a result of an increase in payroll~~ due to headcount added through our completion of six acquisitions over the ~~Company being able~~last 12 months and hiring of back office personnel to ~~recognize a full nine months~~meet the current and expected growth needs of Clear Skies’ and Alpine’s payroll as well as a portion of VelocIT’s payroll, which were not recognizeable during the nine months ended September 30, 2020, due to the acquisition dates of August 1, 2020, December 1, 2020 and August 12, 2021, respectively.our business.
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Stock based compensation expenses increased by ~~$1,919,523,~~$3,620,595, or ~~181%~~268%, for the ~~nine~~six months ended ~~September~~June 30, 2022 as compared to the six months ended June 30, 2021, ~~as compred~~due to ~~the nine months ended September 30, 2020, as a result of~~ an increase in stock options awarded ~~during~~to employees as we continue to scale our back office to meet the ~~nine months ended September 30, 2021.~~growth needs of our business and shares issued to consultants for marketing services provided.

~~Loss~~Liquidity and Capital Resources
The accompanying unaudited condensed consolidated financial statements have been prepared on ~~write-off~~the basis that we will continue as a going concern, which contemplates realization of ~~accounts receivable remained relatively consistent during~~assets and satisfying liabilities in the ~~nine~~normal course of business. At June 30, 2022, we had an accumulated deficit of $59,382,049 and working capital deficit of $768,309. For the six months ended ~~September~~June 30, ~~2021 as compared~~2022, we had a loss from operations of $15,369,627 and negative cash flows from operations of $3,574,474. Although we are showing positive revenue, gross profit is trending negatively primarily due to increased stock compensation related to sales activity. We expect to incur further losses through the ~~nine~~end of 2022.
To date we have funded operations primarily through the sale of equity in private placements, debt, and revenue generated by our services. During the six months ended ~~September~~June 30, ~~2020.~~2022, we received $9,521,798 from our public offering of our common stock, $5,975,000 in net proceeds from our bridge loans, and $277,712 from the exercise of stock options. On June 27, 2022, our Registration Statement on Form S-3 was declared effective, and we may offer and sell from time to time, in one or more series, any of our securities, for total gross proceeds up to $300,000,000. As of June 30, 2022, we had not sold any securities under our S-3 Registration Statement.
We believe that we have sufficient liquidity and capital resources to meet our requirements for at least the next 12 months from the filing date of this Quarterly Report on Form 10-Q, as well as our longer-term expected future cash requirements and obligations.
Our future capital requirements, both near-term and long-term, will depend on many factors, in addition to our recurring operating expenses, including our growth rate, the continued expansion of sales and marketing activities, the introduction of new and enhanced products and service offerings, and the costs of any future acquisitions in complementary businesses and technologies. To the extent existing cash and cash equivalents are not sufficient to fund future activities, we will seek to raise additional funds through equity, equity-linked, or debt financings. Any additional equity financing may be dilutive to our existing stockholders. We may enter into agreements or letters of intent with respect to potential investments in, or acquisitions of, complementary businesses, services, or technologies, which could also require us to seek additional equity financing, incur indebtedness, or use cash resources. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, operating results, and financial condition would be adversely affected.

Working Capital (Deficit)/Surplus

Our working capital ~~surplus~~deficit as of ~~September~~June 30, ~~2021,~~2022, in comparison to our working capital surplus as of December 31, ~~2020,~~2021, is summarized as follows:

As of
September 30, December 31,
2021 2020
Current assets $ 5,484,029 $ 6,346,008
Current liabilities 4,838,200 3,863,594
Working capital surplus $ 645,829 $ 2,482,414
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As of

June 30,
2022

December 31, 2021

Current assets $ 18,547,284 $ 9,807,301
Current liabilities 19,315,593 5,141,561
Working capital (deficit)/surplus $ (768,309 ) $ 4,665,740

The ~~decrease~~increase in current assets is primarily due to ~~a decrease~~an increase in cash and cash equivalents and prepaid expenses and other current assets of ~~$2,467,451, offset by an increase in accounts receivable of $1,261,999.~~$6,043,485 and $2,131,480, respectively. The increase in current liabilities is primarily due to the increase in accounts payable and accrued expense, ~~and the~~deferred revenue, loans payable, current portion, and convertible notes payable of ~~lease liabilities of $684,355~~$2,675,346, $438,672, $6,067,789, and ~~$157,720,~~$1,016,667, respectively.

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Cash Flows

Our cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, in comparison to our cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, can be summarized as follows:

Nine months ended September 30,
2021 2020
Net cash used in operating activities $ (4,312,312 ) $ (1,157,976 )
Net cash provided by investing activities 662,176 254,180
Net cash provided by financing activities 1,182,685 1,443,158
Increase (decrease) in cash $ (2,467,451 ) $ 539,362

Six Months ended
June 30,

2022 2021
Net cash used in operating activities $ (3,574,474 ) �� $ (2,646,739 )
Net cash used in investing activities (5,114,700 ) -
Net cash provided by financing activities 14,781,284 3,174,458
Effect of exchange rates on cash and cash equivalents (48,625 ) -
Increase in cash $ 6,043,485 $ 527,719

Operating Activities

Net cash used in operating activities was ~~$4,313,312~~$3,574,474 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and was primarily due to cash used to fund a net loss of ~~$7,124,149,~~$15,369,627, adjusted for non-cash expenses in the aggregate of ~~$2,631,683~~$10,206,845 and additional cash outlaid by changes in the levels of operating assets and liabilities, primarily as a result of an increase in current assets, and accounts ~~receivable~~payable and ~~other current assets.~~accrued liabilities. Net cash used in operating activities was ~~$1,157,976~~$2,646,739 for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and was primarily due to cash used to fund a net loss of ~~$2,420,446,~~$3,893,721, adjusted for non-cash expenses in the aggregate of ~~$1,170,094,~~$2,013,960, partially offset by cash generated by changes in the levels of operating assets and liabilities, primarily as a result of an increase in accounts payable.

Investing Activities

Net cash ~~provided by~~used in investing activities of ~~$662,176~~$5,114,700 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 and was primarily due to net cash ~~acquired~~paid in the ~~VelocIT~~True Digital acquisition. ~~Net~~There was no cash ~~provided by~~used in investing activities ~~of $254,180~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2020, was due to cash acquired in the Techville and Clear Skies Acquisitions.~~2021.

Financing Activities

Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was ~~$1,182,685,~~$14,781,284, which was primarily due to cash received from the sale of ~~the Company’s~~our common stock in our public offering of ~~$3,250,000~~$9,521,798 and ~~offset by the payment of loans of approximately $2,000,000.~~$5,975,000 in net proceeds from our bridge loans. Net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was ~~$1,443,158~~$3,174,458 and was primarily due to cash received from the sale of ~~the Company’s~~our common stock of ~~$790,000 and proceeds from PPP loans of $709,600.~~
$3,250,000.
~~Liquidity~~
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. At September 30, 2021, the Company had an accumulated deficit of approximately $11,013,000 and working capital surplus of approximately $646,000. For the nine months ended September 30, 2021, the Company had a loss from operations of approximately $6,920,000 and negative cash flows from operations of approximately $4,312,000. Although the Company is showing positive revenues and gross profit trends, the Company expects to incur further losses through the end of 2021.
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To date the Company has been funding operations primarily through the sale of equity in private placements and revenues generated by the Company’s services. During the nine months ended June 30, 2021, the Company received $3,250,000 from private placements of the Company’s common stock.
Based on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development and corresponding level of expenditure for at least twelve months from the date of the issuance of these unaudited condensed consolidated financial statements, although no assurance can be given that it will not need additional funds prior to such time.
Effects of Inflation

We do not believe that inflation has had a material impact on our business, ~~revenues~~revenue, or operating results during the periods presented.

~~Significant~~Critical Accounting Policies and Estimates

Our ~~significant~~critical accounting policies are more fully described in the notes to our condensed consolidated financial statements included herein for the quarter and six months ended June 30, ~~2021~~2022 and in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the SEC on ~~March 31, 2021.~~April 15, 2022.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Our significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, and the valuation allowance related to our deferred tax assets. Certain of our estimates, including the carrying amount of intangible assets and goodwill, could be affected by external conditions, including those unique to us and general economic conditions. It is reasonably possible that these external factors could have an effect on our estimates and could cause actual results to differ from those estimates.
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Fair Value Measurement

The fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Business Combination

~~The Company allocates~~We allocate the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed as incurred. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. ~~The Company includes~~We include the results of operations of the business that ~~it has~~we have acquired in ~~its~~our consolidated results prospectively from the date of acquisition.
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If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

Intangible Assets
Intangible assets are comprised of trademarks, customer bases, non-compete agreements, and intellectual property with original estimated useful lives with a range of 2 to 10 years. Once placed into service, we amortize the cost of intangible assets over their estimated useful lives on a straight-line basis.
Goodwill

Goodwill represents the excess of the purchase price of the acquired business over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at the reporting unit level at least annually at year end ~~at the reporting unit level~~ or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment at the reporting level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

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Impairment of Long-lived Assets

We will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair values are reduced for the cost to dispose.

Stock-Based Compensation
We measure the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. Awards granted to directors are treated on the same basis as awards granted to employees.
Revenue Recognition

~~The Company’s~~Our agreements with ~~its~~ clients are primarily service contracts that range in duration from a few months to one year. ~~The Company recognizes~~We recognize revenue when control of these services is transferred to the client for an amount, referred to as the transaction price, which reflects the consideration to which ~~the Company is~~we are expected to be entitled in exchange for those goods or services.

A contract with a client exists only when:

● the parties to the contract have approved it and are committed to perform their respective obligations;
● ~~the Company~~● we can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”);
● ~~the Company~~● we can determine the transaction price for the services to be transferred; and
● the contract has commercial substance, and it is probable that ~~the Company~~we will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the client.

For the majority of ~~its~~our contracts, ~~the Company receives~~we receive non-refundable upfront payments. ~~The Company does~~We do not adjust the promised amount of consideration for the effects of a significant financing component since ~~the Company expects,~~we expect, at contract inception, that the period between the time of transfer of the promised goods or services to the client and the time the client pays for these goods or services to be generally one year or less. ~~The Company’s~~Our credit terms to clients generally average ~~thirty~~30 days, although in some cases payments are required in 15 days.

~~The Company does~~We do not disclose the value of unsatisfied performance obligations for contracts with original expected duration of one year or less.

Our revenue is categorized and disaggregated as reflected in our statement of operations as follows:
Security Managed Services.
Security managed services revenue primarily consist of compliance, security managed services, SOC managed services, and vCISO. We considered these services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer.
34
28

~~Disaggregation of Revenue~~Professional Services.

~~Revenue~~Professional services revenue primarily consists of ~~the following by service offering for the nine months ended September 30, 2021:~~

Security Managed
Services

Professional
Services
Total
Primary Sector Markets
Public $ 3,179,047 $ 44,579 $ 3,223,626
Private 3,607,146 2,178,545 5,785,691
Not-for-Profit 192,953 52,313 245,266
$ 6,979,146 $ 2,275,437 $ 9,254,583

Major Service Lines
Compliance $ 3,336,795 $ - $ 3,336,795
Secured Managed Services 3,134,269 - 3,134,269
SOC Managed Services 352,535 - 352,535
vCISO 155,547 - 155,547
Technical Assessments - 1,844,496 1,844,496
Forensics & I/R - 265,567 265,567
Training - 149,529 149,529
Other CyberSecurity Services - 15,845 15,845
$ 6,979,146 $ 2,275,437 $ 9,254,583
~~Revenue consists of the following by service offering for the nine months ended September 30, 2020:~~

Security Managed
Services

Professional
Services
Total
Primary Sector Markets
Public $ 2,498,371 $ 5,068 $ 2,503,439
Private 1,024,744 1,001,748 2,026,492
Not-for-Profit 89,374 9,000 98,374
$ 3,612,489 $ 1,015,816 $ 4,628,305

Major Service Lines
Compliance $ 2,519,958 $ - $ 2,519,958
Secured Managed Services 752,371 - 752,371
SOC Managed Services 301,760 - 301,760
vCISO 38,400 - 38,400
Technical Assessments - 190,825 190,825
Forensics & I/R - 554,069 554,069
Training - 58,625 58,625
Other CyberSecurity Services - 212,297 212,297
$ 3,612,489 $ 1,015,816 $ 4,628,305
~~Practical Expedients~~
As part of ASC 606, the Company has adopted several practical expedients including the following: (i) the Company has determined that it need not adjust the promised amount of consideration for the effects oftechnical assessments, incident response and forensics, training, and other cybersecurity services. We considered these services to be a ~~significant financing component since the Company expects, at contract inception, that~~single performance obligation, and revenue is recognized in the period between when the Company transfers a promised service to the customer and when the customer pays for that service will be one year or less and (ii) the Company recognizes any incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
~~Reimbursed Expenses~~
~~The Company includes reimbursed expenses~~ in revenues and costs of revenue as the Company is primarily responsible for fulfilling the promise to provide the specified service, including the integration of the related services into a combined output to the client, which are inseparable from the integrated service. These costs include such items as consumables, transportation and travel expenses, over which the ~~Company has discretion in establishing prices.~~
35
~~Costs of Revenue~~
Costs of revenue include (i) compensation and benefits for billable employees and consultants directly involved with delivering services offerings and engagements; (ii) consumables used for the services; and (iii) other expenses directly related to service contracts such as professional services, meals and travel expenses.
~~Volatility in Stock-Based Compensation~~
The volatility is based on historical volatilities of companies in comparable stages as well as the historical volatility of companies in the industry and, by statistical analysis of the daily share-pricing model. The volatility of stock-based compensation at any point in time is based on historical volatility of similar companies in the industry for the last two to five years.performance obligations are satisfied.

New and Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our unaudited condensed consolidated financial statements herein for the quarter ended ~~September~~June 30, ~~2021.~~2022.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, ~~revenues~~revenue or expenses, results of operations, liquidity, capital expenditures, or capital ~~resources that is material to stockholders.~~resources.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Not Applicable. As~~Because we are a smaller reporting company, we are not required to provide the information ~~required~~called for by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) that are designed to ~~ensure~~provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and ~~our~~ principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, ~~our~~ management ~~necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of~~recognizes that any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable ~~not absolute,~~ assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
36

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, ~~and subject to the foregoing,~~ our principal executive officer and principal financial officer concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective due to the material ~~weakness(es)~~weaknesses in internal control over financial reporting described below. Thus there remains a reasonable possibility that a material misstatement of our interim financial statements will not be prevented or detected on a timely basis. This does not include an evaluation by our registered public accounting firm regarding our internal control over financial reporting. Accordingly, we cannot provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, to allow our principal financial and executive officers to make timely decisions regarding required disclosures as of June 30, 2022.
Our management’s evaluation was based on the following material weaknesses in our ~~annual report~~internal control over financial reporting which, existed as of December 31, 2021 and which continue to exist, as discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021:
● Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; and
● Lack of documentation on policies and procedures that are critical to the accomplishment of financial reporting objectives.
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A material weakness is a control deficiency or combination of control deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As a company with limited accounting resources, a significant amount of management’s time and attention has been and will be diverted from our business to ensure compliance with these regulatory requirements.

~~Our management~~Management’s Plan to Remediate the Material Weaknesses
We are implementing measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions planned include:
● Identifying gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; and
● Developing policies and procedures on internal control over financial reporting and monitoring the effectiveness of operations on existing controls and procedures.
We will continue to monitor and evaluate the relevance of our risk-based approach and the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis, and iswe are committed to taking further action and implementing additional enhancements or improvements, as necessary and ~~as funds allow.~~in accordance with financial and budgetary considerations.

Changes in Internal Control Over Financial Reporting
During the quarter ended September 30, 2021, our additional finance and accounting staff that we hired in the first quarter of this year continued to positively impact our segregation of duties. In addition, during the nine months ended September 30, 2021, we established an audit committee.

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, ~~2021,~~2022, other than those noted above, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not ~~involved in~~a party to any ~~litigation that we believe could have a~~ material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.legal proceedings.

Item 1A. Risk Factors
~~An investment in our common stock involves a number of very significant risks. You should carefully consider the risk factors included~~
Economic conditions in the U.S and international economies may adversely impact our business operating on operating results.
We have disclosed under the heading “Risk Factors” ~~section of~~in our Annual Report on Form 10-K for the year ended December 31, ~~2020, as~~2021, filed with the SEC on ~~March 31,~~April 15, 2022, risk factors that materially affect our business, financial condition, or results of operations. There have been no material changes from the risk factors previously disclosed, except as follows:
General macro-economic conditions, such as a rise in interest rates, inflation in the cost of goods and services including labor, a recession or an economic slowdown in the United States or internationally, including as a result of continuing uncertainty from the COVID-19 pandemic or the Russia-Ukraine military conflict, could adversely affect demand for our services and make it difficult to accurately forecast and plan our future business activities. U.S. and global markets have recently been experiencing volatility and disruption due to new interest rate and inflation increases as well as the continued escalation of geopolitical tensions. For example, inflation in the United States began to rise in the second half of 2021 and has continued to rise in ~~addition~~the first half of 2022. Although our business has not yet been materially negatively impacted by such inflationary pressures, we cannot be certain that neither we nor our customers will be materially impacted by continued pressures. Additionally, on February 24, 2022, Russian troops engaged in a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, the military conflict in Ukraine has led to sanctions and other ~~information contained in those reports~~penalties being levied by the United States, European Union and ~~in this quarterly report in evaluating~~other countries against Russia, and other potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the ~~Company and its business before purchasing shares of our common stock. The Company’s business, operating results~~resulting sanctions could adversely affect the global economy and financial ~~condition~~markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds. We do not have employees or facilities in Russia or Ukraine, nor do we have customers and contractors in these locations. Our business has not yet been materially negatively impacted by this military conflict to date. However, we cannot be certain that this will not impact our position in the credit market or our ability to acquire cybersecurity businesses in the short and long term.
To the extent conditions in the domestic and global economy change, our business could be harmed as current and potential customers may reduce or postpone spending or choose not to purchase or renew our services, which they may consider discretionary. If our customers face decreased consumer demand, increased regulatory burdens, or more limited access to international markets, we may face a decline in the demand for our services and our operating results could be adversely ~~affected due to any of those risks.~~impacted.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended September 30, 2021, there were no sales of equity securities during the period covered by this report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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30

Item 6. Exhibits

Exhibit Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
3.1 Certificate of Incorporation of Cerberus Cyber Sentinel Corporation filed March 5, 2019 10-12G 3.1 10/2/2019
3.2 Certificate of Amendment of Certificate of Incorporation of Cerberus Cyber Sentinel Corporation filed April 17, 2019 10-12G 3.2 10/2/2019
3.3 Certificate of Amendment of Certificate of Incorporation of the Registrant effective September 26, 2019 10-12G 3.3 10/2/2019
3.4 By-laws of the Registrant 10-12G 3.4 10/2/2019
4.1 Form of Common Stock Certificate of the Registrant 10-K 4.1 3/30/20
4.2 Description of Securities Registered under Section 12 of the Exchange Act 10-K 4.2 3/30/20
31.1* Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
31.2* Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer and Principal Accounting Officer
32.1** Section 1350 Certification of Principal Executive Officer
32.2** Section 1350 Certification of Principal Financial Officer and Principal Accounting Officer
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit Incorporated by Reference
Number
Exhibit Description Form Exhibit Filing Date
3.1* Amended and Restated Certificate of Incorporation of the Registrant
10.3#* 2019 Equity Incentive Plan, as amended
31.1* Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer
31.2* Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer
32.1 Section 1350 Certification of Principal Executive Officer
32.2 Section 1350 Certification of Principal Financial Officer
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.
**In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
~~# Management~~#Management contracts and compensatory plans and ~~arrangements required to be filed as exhibits pursuant to Item 15(b) of this report~~arrangements.

38
31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CERBERUS CYBER SENTINEL CORPORATION

By: /s/ David G. Jemmett
David G. Jemmett
Chief Executive Officer
(Principal Executive Officer)
Date: ~~November~~August 12, ~~2021~~2022
By: /s/ ~~Deb~~Debra L. Smith
~~Deb~~Debra L. Smith
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: ~~November~~August 12, ~~2021~~2022
39
32

	September 30,			December 31,
	2021			2020
		(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	2,729,579		$	5,197,030
Accounts receivable, net of allowances for doubtful accounts of $76,200 and $40,000, respectively		2,268,833			1,006,834
Prepaid expenses and other current assets		485,617			142,144
Total Current Assets		5,484,029			6,346,008

Property and equipment, net of accumulated depreciation of $30,310 and $14,473, respectively		89,401			80,630
Right of use asset, net		268,096			13,426
Intangible assets, net of accumulated amortization of $226,964 and $116,468, respectively		2,359,402			2,105,432
Goodwill		20,695,024			4,101,369

Total Assets	$	28,895,952		$	12,646,865

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable and accrued expenses	$	1,494,159		$	809,804
Stock payable		79,950			46,000
Lease liability, current portion		166,709			8,989
Loans payable, current portion		115,981			9,405
Line of credit		-			3,000
Convertible note payable, net of debt discount, related party		2,981,401			2,926,609
Note payable, related party		-			59,787
Total Current Liabilities		4,838,200			3,863,594

Long-term Liabilities:
Loans payable, net of current portion		443,373			1,037,115
Lease liability, net of current portion		107,899			4,693

Total Liabilities		5,389,472			4,905,402

Commitments and Contingencies		-			-

Stockholders’ Equity:
Common stock, $.00001 par value; 250,000,000 shares authorized; 120,529,649 and 116,104,971 shares issued and outstanding on September 30, 2021 and December 31, 2020, respectively		1,205			1,161
Additional paid-in capital		34,518,667			12,607,074
Accumulated deficit		(11,013,392	)		(4,866,772	)
Total Stockholders’ Equity		23,506,480			7,741,463

Total Liabilities and Stockholders’ Equity	$	28,895,952		$	12,646,865

	Security Managed Services		Professional Services		Total
Primary Sector Markets
Public	$	3,179,047	$	44,579	$	3,223,626
Private		3,607,146		2,178,545		5,785,691
Not-for-Profit		192,953		52,313		245,266
	$	6,979,146	$	2,275,437	$	9,254,583

Major Service Lines
Compliance	$	3,336,795	$	-	$	3,336,795
Secured Managed Services		3,134,269		-		3,134,269
SOC Managed Services		352,535		-		352,535
vCISO		155,547		-		155,547
Technical Assessments		-		1,844,496		1,844,496
Forensics & I/R		-		265,567		265,567
Training		-		149,529		149,529
Other CyberSecurity Services		-		15,845		15,845
	$	6,979,146	$	2,275,437	$	9,254,583

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.

	September 30, 2021		September 30, 2020
Stock Options		27,680,040		21,435,700
Convertible Debt		1,500,000		-
Total		29,180,040		21,435,700


Consideration	$	40,879,380

Tangible assets acquired:
Cash		485,232
Accounts receivable		1,404,386
Contract assets		131,342
Prepaid expenses and other current assets		196,825
Property and equipment		906,006
Other assets		17,505
Total tangible assets		3,141,296

Estimated intangible assets acquired		1,913,800

Assumed liabilities:
Accounts payable and accrued expenses		1,283,003
Deferred revenue		1,956,600
Line of credit		283,244
Loans payable		181,741
Loans payable - shareholder		543,581
Total assumed liabilities		4,248,169

Net assets acquired		806,927

Goodwill (a)	$	40,072,453

		August 12,2021
Consideration paid	$	15,400,668

Tangible assets acquired:
Cash		662,176
Accounts receivable		961,581
Prepaid expenses		37,941
Property and equipment		24,608
Capitalizable expenses		5,091
Total tangible assets		1,691,397

Intangible assets acquired:
Intellectual property		134,445
Total intangible assets		134,445

Assumed liabilities:
Accounts payable		528,571
Accrued expenses		222,095
Loans payable		1,071,313
SBA loan payoff		1,426,850
Total assumed liabilities		3,248,829

Net liabilities assumed		(1,422,987	)

Goodwill (a.)(b.)	$	16,823,655

	September 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Prepaid expenses	$	398,712	$	128,398	$	1,653,815	$	441,259
Deferred cost of sales						729,664		12,239
Prepaid taxes						126,675		231,014
Prepaid insurance		56,125		13,746		391,194		46,751
Other current assets		30,780		-
Deferred interest						184,715		229,702
Total prepaid expenses and other current assets	$	485,617	$	142,144	$	3,086,063	$	960,965

Balance December 31, 2021	$	16,792,535
Acquisition of goodwill		42,919,699
Foreign currency translation adjustment		(1,196,975	)
Ending balance, June 30, 2022⁽¹⁾	$	58,515,259

Balance December 31, 2020	$	4,101,369
Acquisition of goodwill		16,823,655
Impairment		-
Reclassification based on valuation report⁽¹⁾		(230,000	)
Ending balance, September 30, 2021⁽²⁾	$	20,695,024

	Useful life	September 30, 2021			December 31, 2020
Tradenames – trademarks ⁽¹⁾	Indefinite	$	1,211,800		$	1,094,500
Customer base ⁽¹⁾	15 years		384,000			370,000
Non-compete agreements ⁽¹⁾	5 years		242,100			236,400
Intellectual property/technology ⁽¹⁾	10 years		748,466			521,000
Identifiable intangible assets			2,586,366			2,221,900
Less accumulated amortization			(226,964	)		(116,468	)
Total		$	2,359,402		$	2,105,432

2		2021
Remainder of 2021	$	51,709
2022		153,554

2022 (remainder of)			$	860,974
2023		125,086		1,704,567
2024		127,939		1,427,546
2025		100,444		1,377,196
2026				1,276,628
Thereafter		588,869		297,455
Future Amortization Expense	$	1,147,602
Finite-lived intangible assets, net			$	6,944,366

				Weighted
				Average
	Shares			Exercise Price
Outstanding at January 1, 2021		24,573,700		$	0.86
Granted		3,236,340			2.40
Exercised		-			-
Expired or cancelled		(130,000	)		0.54
Outstanding at September 30, 2021		27,680,040		$	1.04

				Weighted-		Weighted-
				Average		Average
		Outstanding		Remaining Life		Exercise		Number
Exercise Prices		Options		In Years		Price		Exercisable

$	0.38		3,000,000		2.87	$	0.38		3,000,000
	0.40		3,600,000		2.81		0.40		3,000,000
	0.50		12,026,000		3.36		0.50		8,081,238
	2.00		6,277,700		4.14		2.00		108,333
	2.05		1,857,000		4.28		2.05		-
	3.05		170,000		4.83		3.05		-
	3.60		155,000		4.83		3.60		-
	4.00		499,340		4.83		4.00		-
$	6.75		95,000		4.82		6.75		-
			27,680,040		3.52	$	1.03		14,189,571

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2022		31,372,148		$	1.84		-		-
Granted		8,635,213			3.62		-		-
Exercised		(454,111	)		0.61		-		-
Expired or cancelled		(3,438,763	)		2.56		-		-
Outstanding at June 30, 2022		36,114,487		$	2.25		5.69	$	61,600,311
Exercisable at June 30, 2022		18,472,112		$	0.84		3.32	$	51,129,643

	Interest Rate	Maturities		June 30, 2022			December 31, 2021

Term loans (US dollar denominated)	5.00% – 6.00%		2023 - 2027	$	5,397,470		$	478,712
Term loans (Chilean peso denominated)	3.48% - 7.14%		2023 - 2029		3,977,673			5,018,788
					9,375,143			5,497,500
Less current portion					(6,280,988	)		(213,199	)
Long term loans payable				$	3,094,155		$	5,284,301

		Sep. 30, 2021
2021	$	3,000,000
2022		559,354
Total future minimum payments		3,559,354
Less: discount		(18,599	)
Loans payable		3,540,755
Less: current		(3,097,382	)
Loans payable, noncurrent	$	443,373


2022 (remainder of)	$	7,309,895
2023		2,167,354
2024		909,814
2025		871,572
2026		507,925
Thereafter		928,676
Total future minimum payments		12,695,236
Less: discount		(54,166	)
Long term debt		12,641,070
Less: current		(9,344,478	)
Long term debt, net of current portion	$	3,296,592

	Nine Months Ended September 30, 2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	80,251
Short term lease cost		29,329
Net lease cost	$	109,580

Operating lease – operating cash flows (fixed payments)	$	80,251
Operating lease – operating cash flows (liability reduction)	$	72,639
Non-current leases – right of use assets	$	268,096
Current liabilities – operating lease liabilities	$	166,709
Non-current liabilities – operating lease liabilities	$	107,899

	Classification	June 30, 2022		December 31, 2021
Lease assets
Operating lease cost ROU assets	Assets	$	245,426	$	277,578
Total lease assets		$	245,426	$	277,578

Lease liabilities
Operating lease liabilities, current	Current liabilities	$	116,091	$	196,472
Operating lease liabilities, non-current	Liabilities		135,380		88,040
Total lease liabilities		$	251,471	$	284,512


	Six Months Ended June 30,
	2022		2021
Leases costs
Operating lease costs	$	226,079	$	54,376
Total lease costs	$	226,079	$	54,376

		Sep. 30, 2021
Fiscal Year	Operating Leases			Operating Leases
2021 (excluding the nine months ended September 30, 2021)	$	44,638
2022		178,273
				(Unaudited)
2022 (remainder of)				$	83,892
2023		66,738			77,091
2024					57,605
2025					54,389
Total future minimum lease payments		289,649			272,977
Amount representing interest		(15,041	)		(21,506	)
Present value of net future minimum lease payments	$	274,608		$	251,471

	June 30, 2022		December 31, 2021

U.S.	$	1,034,958	$	95,069
Chile		1,933,828		2,299,355
Property and equipment net	$	2,968,786	$	2,394,424

●	~~our ability to achieve and sustain profitability of the existing lines of business through expansion;~~
●	~~our ability to raise sufficient capital to acquire world-class engineer-owned cybersecurity companies;~~
●	~~our ability to attract and retain world-class cybersecurity talent;~~
●	~~our ability to identify potential acquisition targets within predetermined parameters;~~
●	~~our ability to successfully execute acquisitions, integrate the acquired businesses and create synergies as a nationwide cybersecurity consolidator;~~
●	~~our ability to attract and retain key technology or management personnel and to expand our management team;~~
●	~~the accuracy of estimates regarding expenses, future revenue, capital requirements, profitability, and needs for additional financing;~~
●	~~business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the outbreak of COVID-19 or any of its variants);~~
●	~~our ability to attract and retain clients; and~~
●	~~our ability to navigate through the increasingly complex cybersecurity regulatory environment.~~

	●	Total revenue increased by $8.3 million to $11.2 million for the three months ended June 30, 2022, as compared to the three months ended June 30, 2021.
	●	Total gross profit increased to $0.8 million for the three months ended June 30, 2022, as compared to the six months ended June 30, 2021.
	●	Cash used in operating activities decreased to $0.6 million for the three months ended June 30, 2022, as compared to $3.0 million for the three months ended March 31, 2022.
	●	We closed $6.0 million of short-term bridge loans in June 2022.
	●	We acquired Creatrix, which became our wholly owned subsidiary.

	●	A base prospectus that covers the potential offering, issuance, and sale from time to time of our common stock, preferred stock, warrants, debt securities, and units in one or more offerings with a total value of up to $300,000,000; and
	●	A sales agreement prospectus covering the potential offering, issuance, and sale from time to time of our common stock having an aggregate gross sales price of up to $100,000,000 pursuant to a sales agreement with B. Riley Securities, Inc., Stifel, Nicolaus & Company, Incorporated, and Boustead Securities, LLC.

	Three Months Ended September 30,									Three Months Ended June 30,
	2021			2020			Variance			2022			2021			Variance
Revenue:
Security Managed Services	$	3,099,753		$	1,683,733		$	1,416,020
Professional Services		645,255			325,865			319,390
Security managed services										$	10,376,169		$	2,077,351		$	8,298,818
Professional services											851,776			872,326			(20,550	)
Total revenue		3,745,008			2,009,598			1,735,410			11,227,945			2,949,677			8,278,268

Cost of revenue:
Security Managed Services		650,955			423,784			227,171
Professional Services		234,326			18,962			215,364
Security managed services											3,765,426			340,460			3,424,966
Professional services											163,152			139,973			23,179
Cost of payroll		2,093,072			868,810			1,224,262			4,707,984			1,531,910			3,176,074
Stock based compensation											1,825,890			197,848			1,628,042
Total cost of revenue		2,978,353			1,311,556			1,666,797			10,462,452			2,210,191			8,252,261
Total gross profit		766,655			698,042			68,613			765,493			739,486			26,007
Operating expenses:
Professional fees		293,408			284,511			8,897			945,148			244,261			700,887
Advertising and marketing		254,026			30,488			223,538			240,504			172,468			68,036
Selling, general and administrative		2,085,720			1,020,765			1,064,955
Stock based compensation		1,251,635			392,661			858,974
Loss on write-off of account receivable		40,264			-			40,264
Selling, general, and administrative											4,468,415			1,682,879			2,785,536
Stock-based compensation											2,404,049			693,278			1,710,771
Total operating expenses		3,925,053			1,728,425			2,196,628			8,058,116			2,792,886			5,265,230

Loss from operations		(3,158,398	)		(1,030,383	)		(2,128,015	)		(7,292,623	)		(2,053,400	)		(5,239,223	)
Other income (expense):
Other income		169			751			(582	)		17,425			2,179			15,246
Interest expense, net		(75,470	)		(5,567	)		(69,903	)		(64,648	)		(65,641	)		993
PPP loan forgiveness		980,800			-			980,800
Total other income (expense)		905,499			(4,816)			899,935			(47,223	)		(63,462	)		16,239
Net loss	$	(2,252,899	)	$	(1,035,199	)	$	(1,217,700	)		(7,339,846	)		(2,116,862	)		(5,222,984	)
Foreign currency translation adjustment											(2,200,710	)		-			(2,200,710	)
Comprehensive loss										$	(9,540,556	)	$	(2,116,862	)	$	(7,423,694	)

	Nine Months Ended September 30,									Six Months Ended June 30,
	2021			2020			Variance			2022			2021			Variance
Revenue:
Security Managed Services	$	6,979,146		$	3,612,489		$	3,366,657
Professional Services		2,275,437			1,015,816			1,259,621
Security managed services										$	18,428,394		$	3,967,055		$	14,461,339
Professional services											2,128,961			1,542,400			586,561
Total revenue		9,254,583			4,628,305			4,626,278			20,557,355			5,509,455			15,047,900

Cost of revenue:
Security Managed Services		1,326,788			726,614			600,174
Professional Services		350,388			82,992			267,396
Security managed services											6,368,350			534,127			5,834,223
Professional services											273,489			257,767			15,722
Cost of payroll		5,052,684			2,135,691			2,916,993			9,153,834			2,959,612			6,194,222
Stock based compensation											3,947,473			380,924			3,566,549
Total cost of revenue		6,729,860			2,945,297			3,784,563			19,743,146			4,132,430			15,610,716
Total gross profit		2,524,723			1,683,008			841,715			814,209			1,377,025			(562,816	)
Operating expenses:
Professional fees		695,023			685,821			9,202			1,568,209			401,615			1,166,594
Advertising and marketing		471,721			104,058			367,663			395,845			217,695			178,150
Selling, general and administrative		5,241,095			2,235,041			3,006,054
Stock based compensation		2,981,523			1,062,000			1,919,523
Loss on write-off of account receivable		55,528			15,000			40,528
Selling, general, and administrative											9,171,958			3,170,520			6,001,438
Stock-based compensation											4,969,559			1,348,964			3,620,595
Total operating expenses		9,444,890			4,101,920			5,342,970			16,105,571			5,138,794			10,966,777

Loss from operations		(6,920,167	)		(2,418,912	)		(4,501,255	)		(15,291,362	)		(3,761,769	)		(11,529,593	)
Other income (expense):
Other income		2,553			10,751			(8,218	)		29,968			2,384			27,584
Interest expense, net		(209,806	)		(12,285	)		(197,521	)		(108,233	)		(134,336	)		26,103
PPP loan forgiveness		980,800			-			980,800
Total other income (expense)		773,547			(1,534	)		775,081			(78,265	)		(131,952	)		53,687
Net loss	$	(6,146,620	)	$	(2,420,446	)	$	(3,726,174	)		(15,369,627	)		(3,893,721	)		(11,475,906	)
Foreign currency translation adjustment											(1,298,269	)		-			(1,298,269	)
Comprehensive loss										$	(16,667,896	)	$	(3,893,721	)	$	(12,774,175	)

	As of
	September 30,		December 31,
	2021		2020
Current assets	$	5,484,029	$	6,346,008
Current liabilities		4,838,200		3,863,594
Working capital surplus	$	645,829	$	2,482,414

	Six Months ended June 30,
	2022				2021
Net cash used in operating activities	$	(3,574,474	)	��	$	(2,646,739	)
Net cash used in investing activities		(5,114,700	)			-
Net cash provided by financing activities		14,781,284				3,174,458
Effect of exchange rates on cash and cash equivalents		(48,625	)			-
Increase in cash	$	6,043,485			$	527,719

●	the parties to the contract have approved it and are committed to perform their respective obligations;
●	~~the Company~~●	we can identify each party’s rights regarding the distinct services to be transferred (“performance obligations”);
●	~~the Company~~●	we can determine the transaction price for the services to be transferred; and
●	the contract has commercial substance, and it is probable that ~~the Company~~we will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the client.