Indicate by check 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 whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T 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 smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

The unaudited financial statements of NextPlat Corp, F/K/A/ Orbsat Corp, (“~~Orbsat,~~NextPlat,” the “Company,” “we,” or “our”), for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and for comparable periods in the prior year are included below. The financial statements should be read in conjunction with the notes to financial statements that follow.

	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
		(unaudited)					(unaudited)
ASSETS
Current assets:
Cash	$	17,138,644		$	728,762		$	21,907,935		$	17,267,978
Accounts receivable, net		309,839			177,031			420,143			349,836
Inventory		982,909			361,422			1,473,192			1,019,696
Unbilled revenue		97,909			75,556			92,144			100,422
VAT receivable		446,657			-			458,373			491,417
Prepaid expenses		8,653			1,784
Prepaid expenses – current portion								123,300			97,068
Other current assets		28,640			27,912			-			48,539
Total current assets	$	19,013,251			1,372,467			24,475,087			19,374,956

Property and equipment, net		995,157			1,106,164			1,025,196			1,042,859
Right of use		30,658			55,606			13,840			22,643
Intangible assets, net		81,250			100,000			68,750			75,000
Prepaid expenses – long term portion		38,706			-			49,650			49,867

Total assets	$	20,159,022		$	2,634,237		$	25,632,523		$	20,565,325

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	884,046		$	1,052,603		$	1,415,545		$	1,063,344
Contract liabilities		40,956			36,704			30,364			36,765
Note payable – current portion		-			121,848
Note payable Coronavirus loans– current portion		55,943			41,831			65,690			56,391
Due to related party		67,273			102,060			55,045			35,308
Lease liabilities – current		27,801			30,125
Lease liabilities - current								11,045			19,763
Provision for income taxes		56,560			18,957			18,226			56,781
Stock subscription payable								-			1,400,000
Liabilities from discontinued operations		112,397			112,397			112,397			112,397
Total current liabilities		1,244,976			1,516,525			1,708,312			2,780,749

Long term liabilities:
Convertible debt, net of discount, unamortized, $0 and $1,084,944, respectively		-			209,323
Note payable Coronavirus loans– long term		268,528			320,626			218,967			253,757
Lease liabilities – long term		-			22,574

Total Liabilities		1,513,504			2,069,048			1,927,279			3,034,506

Stockholders’ Equity:
Common stock, ($0.0001 par value; 50,000,000 shares authorized, 6,469,263 shares issued and outstanding as of September 30, 2021 and 817,450 shares issued and outstanding at December 31, 2020, respectively)		647			82
Preferred Stock, $0.0001 par value; 3,333,333 shares authorized								-			-
Common stock, ($0.0001 par value; 50,000,000 shares authorized, 9,293,096 shares issued and outstanding as of March 31, 2022 and 7,053,146 outstanding at December 31, 2021, respectively)								929			705
Additional paid-in capital		37,090,491			14,486,492			46,552,707			39,513,093
Accumulated (deficit)		(18,445,638	)		(13,878,553	)		(22,836,298	)		(21,986,215	)
Accumulated other comprehensive income (loss)		18			(42,832	)		(12,094	)		3,236

Total stockholders’ equity		18,645,518			565,189			23,705,244			17,530,819

Total liabilities and stockholders’ equity	$	20,159,022		$	2,634,237		$	25,632,523		$	20,565,325

See the accompanying notes to the unaudited condensed consolidated financial statements.

For the ~~Nine months~~Three Months Ended ~~September 30, 2021~~March 31, 2022

For the ~~Nine months~~Three Months Ended ~~September 30, 2020~~March 31, 2021

See accompanying notes to unaudited condensed consolidated financial statements.

	September 30, 2021			September 30, 2020			March 31, 2022			March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,567,085	)	$	(1,358,745	)	$	(850,083	)	$	(803,142	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation expense		206,654			199,242			93,319			67,450
Amortization of intangible asset		18,750			18,750			6,250			6,250
Amortization of right to use								8,803			7,563
Amortization of convertible debt, net								-			501,164
Stock based compensation		1,321,564			130,400			34,800			14,200
Stock issued for services		14,200			62,750
Amortization of right to use		24,948			23,773
Amortization of convertible debt discount, net		1,425,365			752,130
Gain on debt extinguishment		(20,832	)		(269,261	)
Change in operating assets and liabilities:
Accounts receivable		(132,808	)		81,739			(70,307	)		(94,176	)
Inventory		(621,487	)		(135,648	)		(453,496	)		(239,490	)
Unbilled revenue		(22,353	)		877			8,278			(2,067	)
VAT receivable		(446,657	)		-
Prepaid expense		(45,575	)		16,812			(26,232	)		-
Other current assets		(728	)		57,800			48,539			(19,195	)
VAT receivable								33,044			-
Accounts payable and accrued liabilities		(168,557	)		(61,747	)		352,201			114,261
Lease liabilities		(24,898	)		(21,562	)		(8,718	)		(7,589	)
Provision for income taxes		37,603			(1,330	)		(38,555	)		164	)
Contract liabilities		4,252			(780	)		(6,401	)		(5,157	)
Net cash used in operating activities		(2,997,644	)		(504,800	)		(868,558	)		(459,764	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(95,598	)		(30,752	)		(67,997	)		(459	)
Net cash used in investing activities		(95,598	)		(30,752	)		(67,997	)		(459	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible note payable		350,000			958,000
Proceeds from related party payable		34,238			-
Proceeds from (repayments to) note payable, related party, net								19,737			(226	)
Proceeds from common stock offering		12,661,984			-			5,605,038			-
Proceeds from warrant offering		1,987,589			-
Proceeds from exercise of warrant		4,629,540			-
Proceeds from exercise of options		5,000			33,000
Proceeds of note payable		-			343,907
Repayments of line of credit		-			(19,685	)
Repayments of related party payable		(69,025	)		(18,889	)
Repayments of note payable		(121,848	)		-			-			(60,643	)
Repayments of Coronavirus note payable		(11,189	)		-

Repayments to note payable Coronavirus loans								(16,422	)		-
Proceeds of convertible debt								-			350,000
Net cash provided by financing activities		19,466,289			1,296,333			5,608,353			289,131

Effect of exchange rate on cash		36,835			(19,130	)		(31,841	)		1,611

Net increase in cash		16,409,882			741,651
Net increase (decrease) in cash								4,639,957			(169,481	)
Cash beginning of period		728,762			75,362			17,267,978			728,762
Cash end of period	$	17,138,644		$	817,013		$	21,907,935		$	559,282

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for
Interest	$	144,187		$	-		$	3,243		$	-
Income tax	$	-		$	-		$	38,555		$	-
Non-cash adjustments during the period for
Common stock issued for stock subscription payable							$	1,400,000		$	-
Beneficial conversion feature on convertible debt	$	340,420		$	898,918		$	-		$	340,420
Conversion of convertible debt into common shares	$	1,644,267		$	585,589		$	-		$	458,091
Obtaining right of use asset for lease liability	$	-		$	59,906

See the accompanying notes to the unaudited condensed consolidated financial statements.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the ~~nine~~three months ending ~~September 30, 2021,~~March 31, 2022, are not necessarily indicative of the results for the remainder of the fiscal year. The consolidated financial statements as of December 31, ~~2020,~~2021, have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of ~~Orbsat~~NextPlat Corp F/K/A/ ~~Orbital Tracking Corp.~~Orbsat Corp (the “Company”) for the year ended December 31, ~~2020,~~2021, which are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March ~~22, 2021.~~31, 2022. The consolidated balance sheet as of December 31, ~~2020~~2021 was derived from those financial statements.

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. ~~(“Orbital Satcom”)~~ and Global Telesat Communications ~~Limited (“GTC”).~~Ltd. All material intercompany balances and transactions have been eliminated in consolidation.

NextPlat Corp, a Nevada corporation (the “Company”), was formerly Orbsat Corp (“NextPlat”). The business of NextPlat has been, and is currently, the provision of a ~~provider~~comprehensive array of ~~satellite-based hardware, airtime~~Satellite Industry communication services, and related ~~services both~~equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing a comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”) is currently in the ~~United States~~design and ~~internationally. The Company’s principal focus is on growing~~development phase and will enable the ~~Company’s existing satellite-based hardware, airtime~~use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and ~~related services business line and developing the Company’s own tracking devices for use by retail customers worldwide.~~in community-building activities.

The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split of its common stock, and changing its name to EClips Media Technologies, Inc. On April 25, 2011, the Company changed its name to Silver Horn Mining Ltd. pursuant to a merger with a ~~wholly-owned~~wholly owned subsidiary.

~~GTC~~Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours.

On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 reverse split of our common stock, and changing our name to Great West Resources, Inc. in connection with the plans to enter into the business of potash mining and exploration. During late 2014, we abandoned our efforts to enter the potash business.

A wholly-owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014.

On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary.

Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150. On August 19, 2019, we effected a reverse split of our common stock at a ratio of 1 for 15. As a result of the reverse split, our common stock now has the CUSIP number: 68557F100. All share and per share, information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect these reverse splits.

Also, on August 19, 2019, we changed our name to “Orbsat ~~Corp.”~~Corp” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary.

On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock ~~split~~.split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors ~~(the “Board”)~~ subsequently approved a 1-for-5 reverse stock ~~split~~.split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5. The effective time of the reverse stock split was 12:01 a.m. ET on May 28, 2021. The Company’s common stock began trading on a split-adjusted basis commencing upon market open on May 28, 2021. The common stock has been assigned a new CUSIP number, 68557F 209. The warrants were assigned the CUSIP number, 68557F 118. No fractional shares of common stock were issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share were received a whole share.

On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in order to change the Company’s corporate name from Orbsat Corp to NextPlat Corp. This name change was effective as of January 21, 2022. The name change was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on December 16, 2021.

All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split of Company’s outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split.

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

Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, the Company entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly-owned subsidiary of the Company.NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~As an early-stage growth company, Orbsat’s ability to access capital is critical. On June 2, 2021, through an upsized underwritten public offering of~~ ~~2,880,000~~ ~~units at a price to the public of $5.00~~ ~~per unit, the Company received gross proceeds of $14,400,000~~ ~~(the “June Offering”). See Note 12, Stockholders’ Equity, for more information regarding the June Offering.~~

~~In connection with closing of the June Offering, the Underwriter partially exercised its overallotment option and purchased an additional~~ ~~432,000~~ ~~warrants at $0.01~~ ~~per warrant for additional gross proceeds to the Company of $4,320. On June 28, 2021, the Underwriter, upon the exercise in full of the balance of its over-allotment option, purchased~~ ~~432,000~~ ~~additional shares of the common stock for additional gross proceeds of $2,155,680~~ ~~from the sale of the Shares. Orbsat management has plans to raise additional capital in 2021.~~

As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company’s existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

These financial statements have been prepared by management in accordance with GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. All cash amounts in excess of $250,000, $~~16,888,644~~21,657,935, are unsecured. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of ~~September 30, 2021,~~March 31, 2022, and December 31, ~~2020,~~2021, there ~~is an allowance~~were no allowances for doubtful ~~accounts of $15,782~~ ~~and $15,596, respectively.~~accounts.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold.

Prepaid expenses amounted to $~~8,653~~172,950 ~~at September 30, 2021~~ and $~~1,784~~146,935, at March 31, 2022 and December 31, ~~2020.~~2021, respectively. Prepaid ~~expense includes prepaid~~expenses include prepayments in cash for rent, ~~of $6,169, as well as cost~~insurance, pre-payments associated with ~~certain contract liabilities.~~the Company’s new office and software license fees which are being amortized over the terms of the respective agreement. The current portion consists of costs paid for future services which will occur within a year.

The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, ~~GTC,~~GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations.

The relevant translation rates are as follows: for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, closing rate at ~~1.342642~~ 1.3138US$: GBP, quarterly average rate at ~~1.3784972~~ 1.3419173~~US$: GBP and yearly average rate at~~ ~~1.3853499~~ US$: GBP, for the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, closing rate at ~~1.2923~~ 1.3783US$: GBP, quarterly average rate at ~~1.293173~~ 1.379068US$: GBP, ~~and~~for the year ended 2021 closing rate at 1.353372 US$: GBP, yearly average rate of ~~1.271713. For the year ended December 31, 2020 closing rate~~ at ~~1.260983~~ 1.375083~~US$: GBP, average rate at~~ ~~1.260983~~ US$: GBP.

The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred.

The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient, which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There was no impact as a result of adopting this ASU on the financial statements and related disclosures. Based on the terms and conditions of the product arrangements, the Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis. When a transaction involves more than one product or service, revenue is allocated to each deliverable based on its relative fair value; otherwise, revenue is recognized as products are delivered or as services are provided over the term of the customer contract.

Contract liabilities is shown separately in the unaudited condensed consolidated balance sheets as current liabilities. At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had contract liabilities of approximately $~~40,956~~30,364 and $~~36,704~~36,765, respectively.

Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue.

Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers.

Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 years. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

In accordance with ASC 350-30-65, “Intangibles - Goodwill and Others”, the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. The Company recorded an impairment charge of $0 ~~and $~~0~~, during the nine months ended September 30, 2021 and for the year ended December 31, 2020, respectively.~~

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred.

~~Depreciation expense for the three months ended September 30, 2021 and 2020 were $72,206~~ ~~and $67,447, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $206,654~~ ~~and $199,242, respectively.~~

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and September 30, 2020,~~ respectively.

Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates.

The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 718, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Further, ASC Topic 718, provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718, such as the repricing of share options, which would revalue those options and the accounting for the cancellation of an equity award whether a replacement award or other valuable consideration is issued in conjunction with the cancellation. If not, the cancellation is viewed as a replacement and not a modification, with a repurchase price of $0.

The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed.

Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred.

In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term.

At March 31, 2022 and December 31, 2021, the Company had aggregated current and long-term operating lease liabilities of $11,045 and $19,763, respectively, and right of use assets of $13,840 and $22,643, respectively.

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

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and the March 31, 2021, ~~and 2020,~~ there were 0expenditures on research and development.

Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded.

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

	September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021

Convertible notes payable (1)		-		1,152,411		-		87,697
Stock Options		854,892		7,809		929,701		7,809
Stock Warrants		2,530,092		800		2,530,092		1,000
Total		3,384,984		1,161,020		3,459,793		96,506

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note ~~13)~~12).

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In ~~November 2018,~~May 2021, the FASB ~~amended Topic 842, Leases, by issuing~~issued ASU ~~No. 2016-02, which requires lessees~~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). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to ~~recognize leases on-balance sheet~~clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, ~~disclose key information about leasing arrangements. Topic 842 with~~ if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU ~~No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements.~~ The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was2021-04 is effective for ~~us on January 1, 2019, however~~annual beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the ~~Company did not have any leases~~impact that ~~met the criteria as established above, until July 24, 2019, when the Company entered into a three-year lease for its UK office and warehouse for annual rent of £25,536~~ ~~or GBP: USD using exchange rate close for the nine months ended September 30, 2021, for liability of~~ ~~1.3426420~~ ~~or $34,286~~. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. Consequently, financial information will not be updated, and the disclosures required under the newthis standard will ~~not be provided for dates and periods before January 1, 2019.~~have on its consolidated financial statements.

~~At September 30,~~In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company ~~had current~~is currently evaluating the impact and ~~long-term operating lease liabilities~~timing of $~~27,801~~ ~~and $~~0~~, respectively, and right~~adoption of ~~use assets of $~~this guidance

Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, inventories consisted of the following:

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Finished goods	$	982,909	$	361,422	$	1,473,192	$	1,019,696
Less reserve for obsolete inventory		-		-		-		-
Total	$	982,909	$	361,422	$	1,473,192	$	1,019,696

For the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020,~~2021, the Company did not make any change for reserve for obsolete inventory.

On January 1, 2021, VAT rules relating to imports and exports between the UK and EU changed as a result, of the UK’s departure from the EU, (“BREXIT”). For the ~~nine~~three months ~~ending September 30,~~ended March 31, 2022 and the year ended December 31, 2021, the Company recorded a receivable in the amount of $~~446,657~~458,373 and $491,417, respectively,for amounts available to reclaim against the tax liability from UK and EU countries. Subsequently to ~~September 30, 2021,~~March 31, 2022, the Company has received a total of £33,978 or $~~174,402~~44,640, using an exchange rate close of 1.31380 GBP:USD, in regard to this receivable.

At ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, property and equipment, net of fully depreciated assets, consisted of the following:

	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Office furniture and fixtures	$	15,633		$	6,470		$	16,472		$	16,969
Computer equipment		59,162			33,361			66,400			67,458
Rental equipment		47,345			48,187			51,738			53,296
Appliques		2,160,096			2,160,096			2,160,096			2,160,096
Website development		128,427			69,149			314,099			247,541
Property, Plant and Equipment, Gross		2,410,663			2,317,263

Less accumulated depreciation		(1,415,506	)		(1,211,099	)		(1,583,609	)		(1,502,501	)

Total	$	995,157		$	1,106,164		$	1,025,196		$	1,042,859

Depreciation expense was $93,319 and $67,450for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020 were~~respectively. For the year ended December 31, 2021, depreciation expense was $~~72,206~~ 292,102~~and $67,447, respectively. Depreciation expense for the nine months ended September 30, 2021 and 2020 were $206,654~~ ~~and $199,242, respectively.~~.

On December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain contracts from Global Telesat Corp. (“~~Global Telesat”~~GTC”). These contracts permit the Company to utilize the Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network. The purchase price for the contracts of $250,000was paid by the Company under an asset purchase agreement by and among the Company, its wholly owned subsidiary, Orbital Satcom, ~~Global Telesat~~GTC and World Surveillance Group, Inc.

Included in the purchased assets are: (i) the rights and benefits granted to ~~Global Telesat~~GTC under each of the Globalstar Contracts, subject to certain exclusions, (ii) account and online access to the Globalstar Cody Simplex activation system, (iii) ~~Global Telesat’s~~GTC’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of ~~Global Telesat’s~~GTC’s rights and benefits directly and exclusively related to the Globalstar Contracts.

Amortization of customer contracts are included in depreciation and amortization. For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the Company amortized $~~18,750~~6,250 and $6,250, respectively. Future amortization of intangible assets is as follows:


2021	$	6,250
2022		25,000	$	18,750
2023		25,000		25,000
2024		25,000		25,000
Total	$	81,250	$	68,750

For the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ there were no additional expenditures on research and development.

	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Accounts payable	$	721,294	$	747,476	$	1,190,017	$	846,380
Rental deposits		11,580		10,761		4,927		2,030
Customer deposits payable		57,142		53,570		61,802		59,733
Accrued wages & payroll liabilities						44,347		20,107
VAT liability & sales tax payable		16,971		50,453		12,715		6,203
Pre-merger accrued other liabilities		65,948		65,948		88,448		88,448
Accrued interest		138		99,982		-		138
Accrued other liabilities		10,973		24,413		13,289		40,305
Total	$	884,046	$	1,052,603	$	1,415,545	$	1,063,344

~~On October 9, 2019, Orbital Satcom Corp, entered into a short-term loan agreement for $29,000, with Amazon Capital Services Inc. The~~ ~~one-year~~ ~~term~~ ~~loan is paid monthly, has an interest rate of~~ ~~9.72%, with late payment penalty interest of~~ ~~11.72%. For the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $~~0 ~~and $725, respectively. The short-term line of credit balance as of September 30, 2021 and December 31, 2020, was $~~0 ~~and $~~0.

On April 30, 2019, the Company entered into a Shares for Note Exchange Agreement (each, an “Agreement” and collectively, the “Agreements”) with certain holders of the Company’s preferred stock (the “Converting Stockholders”). Pursuant to the terms of the Agreements, the Company agreed to exchange the preferred shares held by the respective Converting Stockholders for promissory notes as follows:

~~SCHEDULE OF EXCHANGE FOR CONVERSION OF PREFERRED SHARES FOR PROMISSORY NOTES~~

In exchange for the above-referenced shares of preferred stock, the Company issued a promissory note (each, a “Note” and collectively, the “Notes”) to each of the Converting Stockholders on April 30, 2019. Each Note bears interest at a rate of 6~~% per annum and is due on the second anniversary of the issuance date. Interest accrues on a simple interest, non-compounded basis and will be added to the principal amount on the maturity date.~~ ~~In the event that any amount due under a Note is not paid as and when due, such amounts will accrue interest at the rate of~~ 12~~% per year, simple interest, non-compounding, until paid. The Company may prepay the Notes at any time.~~

~~During the periods ended September 30, 2021 and December 31, 2020, the Company repaid $121,848~~ ~~and $~~0 ~~of the notes, leaving a balance of $~~0 ~~and $121,848, respectively as short-term notes payable. For the nine months ended September 30, 2021, the Company recorded interest in relation to the note of $2,503~~.

On March 5, 2021, the Company entered into a Note Purchase Agreement (the “March 2021 NPA”) by and between the Company and one individual accredited investor (the “Lender”). Pursuant to the terms of the March 2021 NPA, the Company sold a convertible promissory note with a principal amount of $~~350,000~~ ~~(the “March 2021 Note”). The March 2021 Note is a general, unsecured obligation of the Company and bears simple interest at a rate of~~ 7% per annum, and matures on the third anniversary of the date of issuance (the “Maturity Date”), to the extent that the March 2021 Note and the principal amount and any interest accrued thereunder have not been converted into shares of the Company’s common stock. In the event that any amount due under the March 2021 Note is not paid as and when due, such amount will accrue interest at the rate of 12~~% per year, simple interest, non-compounding, until paid. The Company may not pre-pay or redeem the March 2021 Note other than as required by the Agreement.~~ The Noteholder have an optional right of conversion such that a Noteholder may elect to convert his March 2021 Note, in whole or in part, outstanding as of such time, into the number of fully paid and non-assessable shares of the Company’s common stock as determined by dividing the indebtedness under the March 2021 Note price equal to the lesser of (a) $7.50 per share, and (b) a 30% discount to the price of the common stock in the qualified transaction. Following an event of default, the conversion price shall be adjusted to be equal to the lower of: (i) the then applicable conversion price or (ii) the price per share of 85% of the lowest traded price for the Company’s common stock during the 15 trading days preceding the relevant conversion. In addition, subject to the ownership limitations, if a qualified transaction is completed, without further action from the Noteholder, on the closing date of the qualified transaction, 50% of the principal amount of this March 2021 Note and all accrued and unpaid interest shall be converted into Company common stock at a conversion price equal to the 30% discount to the offering price in such qualified transaction, which price shall be proportionately adjusted for stock splits, stock dividends or similar events. ~~A “Qualified Transaction” refers the completion of the public offering of the Company’s securities stock with gross proceeds of at least $10,000,000~~ pursuant to which the Company’s securities become registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, or a merger with a company listed on the Nasdaq or Canadian stock exchanges, as amended. The Noteholder is granted registration rights and pre-emptive rights. In addition, the March 2021 NPA includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency. The Company’s issuance of the March 2021 Note under the terms of the March 2021 NPA was made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The investor in the March 2021 Note is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act. There were no discounts or brokerage fees associated with this offering. The Company used the offering proceeds for working capital and general corporate purposes.

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

~~For the nine months ended September 30, 2021 and 2020, we amortized the discount on the debt, to interest expense of $1,425,365~~ ~~and $752,130~~.

~~For the nine months ended September 30, 2021, the Holders converted a total of $1,644,267~~ ~~of the convertible debt to~~ ~~1,345,468~~ ~~shares of common shares.~~

On June 15, 2020, the change in conversion price from $0.50 to $1.00 per share, resulted in a difference in the carrying value of the balance of the note payable. Under ASC 470-50-40-13, if it is determined that the original and new debt instruments are substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. The original debt had a carrying value of $269,262 as of June 15, 2020, the fair value of the amended debt was $0 ($792,932 principle netted with the $792,392 note payable discount), which resulted a gain from the extinguishment of debt $269,262. Further, as of June 30, 2020, the Company recorded a beneficial conversion feature of the amended note of $17,041, resulting in a balance of unamortized discount notes payable of $775,892 as of June 30, 2020. For the three months ended September 30, 2020, the Company amortized discount on the debt, to interest expense of $~~348,563, resulting in a balance of unamortized discount notes payable of $427,329~~.

~~For the nine months ended September 30, 2020, the Holders converted $585,589~~ ~~of the convertible debt to common stock, resulting in an issuance of~~ ~~597,657~~ ~~common shares,~~ ~~24,135~~ ~~common shares~~ ~~at the conversion rate of $0.50~~ ~~per share and~~ ~~573,522~~ ~~common shares at the conversion rate of $1.00~~ ~~per share. The balance of the convertible notes at September 30, 2020, net of unamortized discount of $1,051,382, is $101,029.~~

On April 20, 2020, the Board of Directors the Company (the”Board”), approved for its wholly owned UK subsidiary, Global Telesat Communications ~~Limited~~LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £250,000. On July 16, 2020 (the “Issue Date”), GTC, entered into a Coronavirus Interruption Loan Agreement ~~(the “Debenture”~~(“Debenture”) by and among the Company and HSBC UK Bank PLC (the “Lender”) for an amount of £250,000, or USD $~~345,700~~338,343 at an exchange rate of GBP:USD of ~~1.3828~~1.3533720. The Debenture bears interest beginning July 16, 2021, at a rate of ~~3.99%~~3.99% per annum over the Bank of England Base Rate ~~(0.1%~~(0.1% as of July 16, 2020), payable monthly on the outstanding principal amount of the Debenture. The Debenture has a term of 6 years from the date of drawdown, July 15, 2026, the “Maturity Date”. The first repayment of £~~4,167~~4,166.67 (exclusive of interest) ~~will be~~was made 13 month(s) after July 16, 2020. Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture. The Debenture is secured by all GTC’s assets as well as a guarantee by the UK government, with the proceeds of the Debenture are to be used for general corporate and working capital purposes. The Debenture includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) non-compliance with covenants thereunder, (iii) bankruptcy or insolvency (each, an “Event of Default”). Upon the occurrence of an Event of Default, the Debenture becomes payable upon demand. As of ~~September 30,~~March 31, 2022, and December 31, 2021, the Company has recorded $~~55,943~~65,690 and $56,391 as current portion of notes payable and $~~268,528~~218,967 and $253,757 as notes payable long ~~term.~~term, respectively.

On May 8, 2020, ~~Orbsat~~NextPlat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan. The loan iswas for $20,832and ~~has~~had a term of 2years, of which the first 6 months are deferred at an interest rate of 1%. On May 23, 2021, BlueVine, the Company’s SBA approved mortgage lender and originator, notified the Company, that the loan in the amount of $20,832, ~~has~~had been forgiven. As of ~~September 30,~~December 31, 2021, the Company has recorded $20,832as ~~gain on~~ forgiveness of debt.

On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation.

On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 shares consisting of (i) 750,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock from 220,000,000 shares consisting of (i) 200,000,000 shares of common stock and (ii) 20,000,000 shares of preferred stock.

Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150. All share and per share information in the accompanying condensed consolidated financial statements and footnotes has been retroactively restated to reflect the reverse split.

On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split (the “Reverse Split”) of the Company’s common stock, $0.0001par value per share, and the Company’s preferred stock, $0.0001par value per share, (ii) a reduction in the number of authorized shares of common stock in direct proportion to the ~~reverse split~~Reverse Split (i.e. from 750,000,000shares to 50,000,000shares), and (iii) a reduction in the number of authorized shares of preferred stock in direct proportion to the ~~reverse split~~Reverse Split (i.e. from 50,000,000shares to 3,333,333shares). No fractional shares will be issued in connection with the ~~reverse split.~~Reverse Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock or preferred stock, as the case may be, will have the number of ~~post-reverse split~~post-Reverse Split shares to which they are entitled rounded up to the nearest whole number of shares. No stockholders will receive cash in lieu of fractional shares. The ~~reverse split~~Reverse Split was approved by FINRA on August 19, 2019.

On May 28, 2021, the Company effected a reverse stock split of its common stock at a ratio of 1-for-5 (the “Reverse Split”). No fractional shares of common stock were issued as a result of the ~~reverse split.~~Reverse Split. Stockholders of record who were otherwise entitled to receive a fractional share received a whole share. The conversion or exercise prices of Company’s issued and outstanding convertible securities, stock options and warrants will be adjusted accordingly. All information presented in this Quarterly Report on Form 10-Q, ~~other than in Company’s consolidated financial statements and the notes thereto~~ assumes a 1-for-5 reverse stock splitof Company’s outstanding shares of common stock, and unless otherwise indicated, all such amounts and corresponding conversion price or exercise price data set forth in this Quarterly Report on Form 10-Q have been adjusted to give effect to such assumed reverse stock split.

~~On May 28, 2021,~~Our common stock and warrants have been trading on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022. Prior to January 21, 2022, our common stock and ~~Warrants commenced trading~~warrants were traded on the Nasdaq Capital Market under the symbols “OSAT” and “OSATW,” respectively.

~~As of September 30, 2021, the~~The authorized capital of the Company consists of 50,000,000 shares of common stock, par value $0.0001 per share and 3,333,333 shares of preferred stock, par value $0.0001 per share. As of March 31, 2022, and December 31, 2021, there were and 9,293,096 and 7,053,146 shares of common stock and 0 shares of preferred stock issued and outstanding, respectively.

As of ~~September 30, 2021,~~March 31, 2022, there were 3,333,333 shares of Preferred Stock authorized.

As of March 31, 2022, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, ~~NaN~~ ~~of which are~~and no shares issued and outstanding.

As of ~~September 30, 2021,~~March 31, 2022, there were ~~2,386,092~~2,836,092 registered warrants ~~authorized~~ to purchase of common stock authorized of which 2,530,092registered warrants were issued and ~~outstanding.~~

~~On June 2, 2021, the Company issued~~ ~~2,880,000~~ ~~warrants to purchase~~ ~~2,880,000~~ ~~shares of common stock in an offering,~~outstanding, at an exercise price of $5.00and ~~a term~~unregistered underwriter warrants of ~~5 years~~144,000.

~~On June 10, 2021, the Company~~ issued ~~1,000~~ ~~shares of common stock in our June Offering, as described below, for the exercise of~~ ~~1,000~~ ~~warrants,~~and outstanding, at an exercise price of $~~5.00~~5.50~~, for cash consideration~~. The warrants expire in June of $~~5,000~~2026..

~~On June 28, 2021, the Company issued an additional~~ ~~432,000~~ ~~warrants to purchase~~ ~~432,000~~ ~~shares of common stock in June Offering, at an exercise price of $5.00~~ ~~and a term of~~ ~~5 years~~.

~~On July 6, 2021, the Company issued~~ ~~78,500~~ ~~shares of common stock, for the exercise of~~ ~~78,500~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $392,500~~.

~~On July 8, 2021, the Company issued~~ ~~425,000~~ ~~shares of common stock, for the exercise of~~ ~~425,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $2,125,000~~.

~~On July 12, 2021, the Company issued~~ ~~2,000~~ ~~shares of common stock, for the exercise of~~ ~~2,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $10,000~~.

~~On July 13, 2021, the Company issued~~ ~~59,853~~ ~~shares of common stock, for the exercise of~~ ~~59,853~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $299,265~~.

~~On July 14, 2021, the Company issued~~ ~~278,555~~ ~~shares of common stock, for the exercise of~~ ~~278,555~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $1,392,775~~.

~~On July 19, 2021, the Company issued~~ ~~1,000~~ ~~shares of common stock, for the exercise of~~ ~~1,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $5,000~~.

~~On July 30, 2021, the Company issued~~ ~~80,000~~ ~~shares of common stock, for the exercise of~~ ~~80,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $400,000~~.

~~In addition to, but separate from, the registered warrants included in the units sold in the June Offering, the Company issued~~ ~~144,000~~ ~~warrants to Maxim Group LLC, the underwriter (the “Underwriter Warrants”) in connection with the June Offering. The Underwriter Warrants expire~~ ~~five~~ ~~years from the effective date of the June Offering and are exercisable at a per share price equal to $5.50~~ ~~per share, or~~ ~~110%~~ ~~of the public offering price per unit in the June Offering.~~

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

A summary of the status of the Company’s total outstanding warrants and changes during the ~~nine~~year ended December 31, 2021 and the three months ended ~~September 30, 2021~~March 31, 2022 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Number of Warrants			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (Years)
Balance at January 1, 2021		800		$	300.00		0.37		800		$	300.00			1.37
Granted		3,456,000			-		-		3,456,000			5.00			-
Exercised		(925,908	)		-		-		(925,908	)		(5.00	)		-
Forfeited		-			-		-		-			-			-
Cancelled		(800	)		-		-		(800	)		(300.00	)		-
Balance outstanding and exercisable at September 30, 2021		2,530,092		$	5.03		4.67
Balance outstanding and exercisable at December 31, 2021									2,530,092		$	5.00			4.42

Balance at January 1, 2022									2,530,092		$	5.00			4.42
Granted									-			-			-
Exercised									-			-			-
Forfeited									-			-			-
Cancelled									-			-			-
Balance outstanding and exercisable at March 31, 2022									2,530,092		$	5.00			4.18

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

As of ~~September 30, 2021,~~March 31, 2022, there were 50,000,000 shares of common stock authorized and ~~6,469,263~~9,293,096 shares issued and outstanding.

On ~~February 19,~~December 31, 2021, after markets closed, a securities purchase agreement (the “Purchase Agreement”) was circulated to, and signatures were received from, certain institutional and accredited investors (the “December Investors”) in connection with the sale in a private placement by the Company of 2,229,950 shares of the Company’s common stock (the “December Offering”). On January 2, 2022, the Company delivered to December Investors a fully executed Purchase Agreement, which was dated December 31, 2021. The purchase price for the common stock sold in the December Offering was $3.24 per share, the closing transaction price reported by Nasdaq on December 31, 2021.

The closing of the December Offering occurred on January 5, 2022. The Company received gross proceeds from the sale of the common stock in the December Offering of approximately $7.2 million. The Company intends to use the proceeds from the December Offering for general corporate purposes, including potential acquisitions and joint ventures. Approximately 73% of funds raised in the December Offering were secured from existing shareholders and from the members of the Company’s senior management and Board of Directors.

In connection with the December Offering, the Company entered into a registration rights agreement with the December Investors (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to prepare and file with the SEC a registration statement to register for resale the shares of the Company’s common stock sold in the Offering.

The shares of common stock offered and sold in the December Offering were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws.

The terms of the transaction disclosed above, including the provisions of the Purchase Agreement and Registration Rights Agreement, were approved by the Board of ~~Directors~~Directors; and because some of the securities were offered and sold to officers and directors of the Company, ~~unanimously adopted an amendment to~~such terms were separately reviewed and approved by the ~~Company’s Articles of Incorporation to effect a reverse stock split at a ratio of (i)~~ ~~no less than 1-for-2 shares of Common Stock, and (ii) no more than 1-for-5 shares of Common Stock, the exact ratio to be determined in the sole discretion~~Audit Committee of the Board of ~~Directors, at any time before August 31, 2021.~~ ~~The Board of Directors has obtained (by written consent) the approval of the Company’s stockholders who, in the aggregate, own~~ ~~2,686,337~~ ~~shares of Common Stock, or~~ ~~63.5%~~ ~~of the outstanding shares of Common Stock of the Company prior to the reverse split action.~~Directors.

On January ~~12, 2021,~~5, 2022, the Company issued ~~an aggregate of~~ ~~30,000~~2,229,950 shares of common stock ~~upon the conversion~~pursuant to a private placement offering at a per share price of $~~30,000~~3.24 ~~of its convertible debt, at the conversion rate~~, resulting in gross proceeds of $~~1.00~~7,225,038 ~~per share.~~. Legal and registration fees amounted to $220,000, resulting in net proceeds of $7,005,038. Prior to the private placement close, proceeds of $1,400,000, were received and recorded as a stock subscription payable, for the year ended December 31, 2021.

On ~~February 23, 2021,~~January 21, 2022, the Company issued ~~an aggregate of~~ ~~80,289~~ ~~shares of common stock upon the conversion of $80,289~~ ~~of its convertible debt, at the conversion rate of $1.00~~ ~~per share.~~

~~On February 23, 2021, the Company issued an aggregate of~~ ~~120,000~~ ~~shares of common stock upon the conversion of $150,000~~ ~~of its convertible debt, at the conversion rate of $1.25~~ ~~per share.~~

~~On February 23, 2021, the Company issued an aggregate of~~ ~~1,000~~ ~~shares of common stock for services in the amount of $14,200~~.

~~On March 1, 2021, the Company issued an aggregate of~~ ~~149,532~~ ~~shares of common stock upon the conversion of $149,532~~ ~~of its convertible debt, at the conversion rate of $1.00~~ ~~per share.~~

~~On March 1, 2021, the Company issued an aggregate of~~ ~~38,616~~ ~~shares of common stock upon the conversion of $48,270~~ ~~of its convertible debt, at the conversion rate of $1.25~~ ~~per share.~~

~~On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed~~ 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company has filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5. The effective time of the reverse stock split will be 12:01 a.m. ET on May 28, 2021. The Company’s common stock will begin trading on a split-adjusted basis commencing upon market open on May 28, 2021. The common stock will be assigned a new CUSIP number, 68557F 209. The warrants will be assigned the CUSIP number, 68557F 118. No fractional shares of common stock will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a whole share.

~~On May 20, 2021, Company issued an aggregate of~~ ~~29,800~~ ~~shares of common stock upon the conversion of $29,800~~ ~~of its convertible debt, at a weighted average conversion rate of $1.00~~.

~~On May 27, 2021, Company issued an aggregate of~~ ~~897,231~~10,000 ~~shares of common stock upon the conversion of $1,156,377~~ ~~of its convertible debt, at a weighted average conversion rate of $1.29~~.

~~On May 28, 2021, Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Maxim Group LLC (the “Underwriter”), pursuant to which~~ ~~the Company agreed to issue and sell to the Underwriter in an underwritten public offering2,880,000~~ ~~units consisting of one share of common stock and one warrant, exercisable for one share of common stock at a public offering price of $5.00~~ ~~per unit, (after giving effect to a 1-for-5 reverse stock split, discussed above) for aggregate gross proceeds of approximately $14,400,000~~ before deducting underwriting discounts, commissions, and other offering expenses (the “June Offering”). The common stock and warrants were immediately separable and were issued separately. The common stock and warrants began trading on the Nasdaq Capital Market, on May 28, 2021, under the symbols “OSAT” and “OSATW,” respectively. In addition, the Company In addition, the Company has granted the Underwriter a 45-day option to purchase an additional ~~432,000~~ ~~shares of common stock and/or warrants to purchase up to an aggregate of~~ ~~432,000~~ shares of common stock, in any combination thereof, at the public offering price per security, less the underwriting discounts and commissions, to cover over-allotments, if any. The June Offering closed on June 2, 2021.In connection with closing of the June Offering, the Underwriter partially exercised its overallotment option and purchased an additional ~~432,000~~ ~~warrants at $0.01~~ ~~per warrant for additional gross proceeds to the Company of $4,320. On June 28, 2021, the Underwriter, upon the exercise in full of the balance of its over-allotment option, purchased~~ ~~432,000~~ ~~additional shares of the common stock for additional gross proceeds to the Company of $2,155,680~~.

~~We have issued to the Underwriter warrants to purchase up to a total of~~ ~~144,000~~ shares of common stock (5% of the shares of common stock included in the Units, excluding the over-allotment, if any) (the “Underwriter Warrants”). The Underwriter Warrants are exercisable at any time, and from time to time, in whole or in part, during the period commencing 180 days from the effective date of the registration statement, and expire five years from the effective date of the offering, which period is in compliance with FINRA Rule 5110(e). The Underwriter Warrants are exercisable at a per share price equal to $~~5.50~~ ~~per share, or~~ ~~110%~~ of the public offering price per unit in the offering. The Underwriter Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The underwriter (or permitted assignees under Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement. In addition, the warrants provide for certain piggyback registration rights. The piggyback registration rights provided will not be greater than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the Underwriter Warrants. The exercise price and number of shares issuable upon exercise of the Underwriter Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

~~On June 10, 2021, the Company issued~~ ~~1,000~~ ~~shares of common stock, for the exercise of~~ ~~1,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $5,000~~.

~~On July 6, 2021, the Company issued~~ ~~78,500~~ ~~shares of common stock, for the exercise of~~ ~~78,500~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $392,500~~.

~~On July 8, 2021, the Company issued~~ ~~425,000~~ ~~shares of common stock, for the exercise of~~ ~~425,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $2,125,000~~.

~~On July 12, 2021, the Company issued~~ ~~2,000~~ ~~shares of common stock, for the exercise of~~ ~~2,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $10,000~~.

~~On July 13, 2021, the Company issued~~ ~~59,853~~ ~~shares of common stock, for the exercise of~~ ~~59,853~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $299,265~~.

~~On July 14, 2021, the Company issued~~ ~~278,555~~ ~~shares of common stock, for the exercise of~~ ~~278,555~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $1,392,775~~.

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

~~On July 19, 2021, the Company issued~~ ~~1,000~~ ~~shares of common stock, for the exercise of~~ ~~1,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $5,000~~.

~~On July 30, 2021, the Company issued~~ ~~80,000~~ ~~shares of common stock, for the exercise of~~ ~~80,000~~ ~~warrants, at an exercise price of $5.00, for cash consideration of $400,000~~.

~~On September 3, 2021, the Company issued~~ ~~10,000~~shares of common stock in connection with restricted stock awards, with a fair market value of $~~5.35~~3.48 per share, ~~from~~on the date of issuance. All shares were fully vested and upon issuance resulted in stock-based compensation of $34,800. Shares were issued in reliance on the ~~award.~~exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

~~On September 14, 2021, the Company issued~~ ~~40,000~~ ~~shares of common stock in connection with restricted stock awards, with a fair market value of $5.35~~ ~~per share, from the date of the award.~~

~~On September 22, 2021, the Company issued a total of~~ ~~12,437~~ ~~common shares for the exercise of~~ ~~14,200~~ ~~options through a cashless exercise using~~ ~~2,763~~ ~~options for the $1.00~~ ~~exercise price and in connection with a~~ ~~1,000~~ ~~restricted stock award.~~

On August 24, 2021, the Company issued to Douglas Ellenoff, Chief Business Development Strategist, 300,000 options which are fully vested, to purchase its common stock. The Company will issue an additional 150,000 options per year for the next three years which will be fully vested at the end of each year, as long as Mr. Ellenoff remains employed by the Company. During the next three years, Mr. Ellenoff will be eligible to receive an additional 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. Such options have an exercise price of $5.35 per share and will terminate 5 years after they vest.

~~Also on August 24, 2021, the Company granted~~ ~~25,000~~ options to Paul R Thomson, its Executive Vice President and current Chief Financial Officer. The options were issued outside of the Company’s 2020 Equity Incentive Plan and are not governed by the 2020 Plan. The options have an exercise price of $~~5.35~~ ~~per share, vest immediately, and have a term of~~ ~~five~~ ~~years.~~

~~The~~ ~~325,000~~ ~~options granted were valued on the grant date at approximately $3.24~~ ~~per option or a total of $1,053,064~~ using a Black-Scholes option pricing model with the following assumptions: stock price of $5.37 per share (based on the closing price of the Company’s common stock of the date of issuance), volatility of ~~75.25%, expected term of~~ ~~5 years, and a risk-free interest rate of~~ ~~0.28%. In connection with the above stock option grant, for the nine months ended September 30, 2021, the Company recorded stock-based compensation of $1,053,064~~.Stock Options

A summary of the status of the Company’s outstanding stock options and changes during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 is as follows:

On August 24, 2021, in connection with Paul R. Thomson employment as Executive Vice President, and currently Chief Financial Officer, and as a material inducement to enter into the Thomson Agreement, Mr. Thomson received a restricted stock grant of ~~25,000~~ ~~shares of Common Stock,~~ ~~10,000~~ ~~of which vest immediately, and the remaining~~ ~~15,000~~ ~~of which will vest at the rate of~~ ~~5,000~~ shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021.

~~Also on August 24, 2021, under the terms of the Ellenoff Agreement, Douglas Ellenoff, Chief Business Development Strategist, will receive, in lieu of cash compensation: (i) a restricted stock award of~~ ~~100,000~~ ~~shares of Common Stock of the Company,~~ ~~40,000~~ ~~of which were issued after the execution of the Ellenoff Agreement and vest immediately, and the remaining~~ ~~60,000~~ ~~of which will be issued and vest at the rate of~~ ~~20,000~~ shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; These equity awards to Mr. Ellenoff were material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

~~In connection to the above awards for the issuance of~~ ~~50,000~~ ~~common shares, the Company has recorded stock-based compensation of $268,500~~ ~~for the nine months ended September 30, 2021, based on stock price of $5.37~~ ~~per share (the closing price of the Company’s common stock of the date of issuance).~~

~~For the three and nine months ended September 30, 2021, the Company recorded total stock-based compensation for the awards and options granted of $1,321,564. For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation of $130,400~~.

As of ~~September 30, 2021,~~March 31, 2022, the $~~67,273~~accounts payable due to related ~~parties was comprised of; accrued salary~~party includes advances for inventory and services due to David Phipps of $~~17,227~~47,457 ~~, accrued salary~~ and ~~expenses due to~~ Charles M. Fernandez of $~~37,237~~7,588~~, accrued salary and expenses due to Sarwar Uddin, Theresa Carlise and Paul Thomson of $3,771, $3,740~~ ~~and $5,298, respectively.~~. Total related party payments due as of ~~September 30, 2021,~~March 31, 2022 and December 31, ~~2020, are~~2021 were $~~67,273~~55,045 and $~~102,060~~35,308, respectively. ~~These~~Those related party payables ~~were~~are non-interest bearing and ~~have been repaid in full.~~due on demand.

The Company’s UK subsidiary, GTC ~~has~~had an over-advance line of credit with HSBC, for working capital ~~needs.~~needs, which was not renewed by the Company on December 31, 2021. The over-advance limit iswas £25,000or $~~33,566~~33,834 at an exchange rate of GBP:USD ~~1.34262~~1.353372, with interest at ~~3.95%~~5.50% over Bank of England’s base rate or current rate of ~~4.05%~~6.25% variable. The advance iswas guaranteed by David Phipps, the Company’s President and Chief Executive ~~Officer.~~Officer of Global Operations. The Company ~~has~~uses an American Express account for Orbital Satcom ~~Corp.~~Corp and an American Express account for GTC, both in the name of David Phipps who personally guarantees the balance owed.

The Company employs three individuals who are related to Mr. Phipps. ~~The~~These three individuals earned gross wages totaling $~~107,042~~33,078 and $~~58,149~~19,699 , for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business closures. The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate the negative impact on us. Although we expect the availability of vaccines and various treatments with respect to COVID-19 to have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments is uncertain. In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development, are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed. If the vaccines prove less effective than currently understood by the scientific community and the United States Food and Drug Administration, or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines, the pandemic may last longer, and could continue to impact our business for longer, than we currently expect. In response to COVID-19, governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations to practice social distancing. Although many governmental measures have had specific expiration dates, some of those measures have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the implementation of any potential future measures, especially if cases increase again across the United States, with the potential for additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the initial strain. Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers. We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the size of our workforce in the future; such reductions incur costs, and we can provide no assurance that we will be able to rehire our workforce in the event our business experiences a subsequent recovery. We took steps to curtail our operating expenses and conserve cash. We may elect or need to take additional remedial measures in the future as the information available to us continues to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers. There is no certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future, will be sufficient to mitigate the risks posed by COVID-19. Further, such measures could potentially materially adversely affect our business, financial condition and results of operations and create additional risks for us. Any escalation of COVID-19 cases across many of the markets we serve could have a negative impact on us. Specifically, we could be adversely impacted by limitations on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our stores to close or employees to remain at home; limitation of carriers to deliver our product to customers; product shortages; limitations on the ability of our customers to conduct their business and purchase our products and services; and limitations on the ability of our customers to pay us in a timely manner. These events could have a material, adverse effect on our results of operations, cash flows and liquidity.

The ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will depend on future developments. The resumption of our normal business operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service providers. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable. Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current recession and any recession that may occur in the future.

On January 7, 2022, the Board appointed Rodney Barreto as a new director to the Board, effective January 20, 2022. No decision has been made with respect to the naming of Mr. Barreto to any regular committees of the Board.

In connection with Mr. Barreto’s appointment to the Board, the Company executed a Director Services Agreement (the “Director Agreement”) with Mr. Barreto on January 11, 2022. The Director Agreement has a two-year term (subject to the director’s nomination and election) and provides for a cash retainer of $48,000 per year, plus an equity award of 20,000 shares of restricted stock, half of which will be issued and vest on the day of grant, with the remaining half vesting and being issued on the first anniversary of the grant date. The Director Agreement also contains customary confidentiality and indemnification provisions and require the Company to maintain a specified amount of director and officer insurance. There are no arrangements or understandings between Mr. Barreto and any other person pursuant to which Mr. Barreto was selected as a director

On June 5, 2021, the ~~Board caused the~~ Company ~~to enter~~entered into a ~~new three-year~~ three year employment agreement with ~~David~~Mr. Phipps that was effective as of June 2, 2021, (“(the “2021 Phipps Employment Agreement”). Under the terms of the 2021 Phipps Employment Agreement, Mr. Phipps serves as the serve as President of the Company and Chief Executive Officer of Global Operations. The ~~Phipps Agreement replaced his then existing employment agreement and has an initial~~ term ~~of three years. The Phipps agreement~~ will be automatically extended for additional one-year ~~term~~terms thereafter unless terminated by the Company or Mr. Phipps by written notice. Mr. Phipps’ annual base compensation under the 2021 Phipps Employment Agreement is an aggregate of $~~350,000~~.$350,000. The Company may increase (but not ~~decrease~~decrease) his compensation during its term. In addition, Mr. Phipps ~~will be~~is entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of ~~Directors.~~Directors (the “Compensation Committee”). Mr. Phipps is also entitled to participate in any other executive compensation plans adopted by the Board of Directors, and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee ~~of the Company~~ may from time to time determine (the “Share Awards”). Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any additional terms and conditions as are provided ~~herein~~in the granting documents or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the equity incentive plan. The Company is required to pay or to reimburse Mr. Phipps for all reasonable out-of-pocket expenses actually incurred or paid by ~~him~~Mr. Phipps in the course of his employment, consistent with the Company’s policy. Mr. Phipps will be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The 2021 Phipps Employment Agreement may be terminated based on death or disability of Mr. Phipps, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The 2021 Phipps Employment Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021, the 2021 Phipps Employment Agreement was amended in order to, among other things, (i) ~~change~~increase Mr. Phipps’ ~~title~~compensation to ~~“President~~include a car allowance of ~~Orbsat~~$1,000 a month and (ii) clarify Mr. Phipps position to be President of NextPlat Corp and the Chief Executive Officer of Global ~~Operations” and (ii) to increase Mr. Phipps’s compensation by providing for an auto allowance $1,000~~ ~~a month.~~Operations.

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Fernandez Employment Agreements

On May 23, 2021, the Company entered into a three (3)(3) year Employment Agreement (the “May Agreement”) with Mr. Charles M. Fernandez to serve as Chairman of the Board. Such agreement includes provision for automatic one (1) year extensions. Mr. Fernandez’s employment will commence on the later of our receipt of an approval for listing letter from Nasdaq and the effectiveness of the registration statement. As compensation for services under the May Agreement, was to receive, in monthly installments during the Term, the sum of $~~12,000~~. Mr. Fernandez was also be entitled to such cash bonus opportunity and equity compensation arrangements as the Compensation Committee may determine following the effectiveness of this registration statement. The May Agreement also provides for the Company to reimburse Mr. Fernandez for any and all premium payments made by him to obtain and continue in full force and effect throughout the entire period of employment personal catastrophe and disability insurance coverages for Mr. Fernandez. Such insurance shall be obtained through any insurance carrier of Mr. Fernandez’s choosing, and shall have premium limits not to exceed one hundred percent (~~100%~~) of Mr. Fernandez’s Base Salary per annum. In addition, Mr. Fernandez will be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior Executives. Under the agreement, the Company is also obligated to reimburse Mr. Fernandez for up to $~~10,000~~ per year related to Mr. Fernandez’s business and personal travel and/or that of his immediate family members, as well as up to $10,000 per year for professional fees incurred by Mr. Fernandez, whether in connection with Mr. Fernandez’s association with the Company or otherwise. In connection to the June Offering, the Company granted Mr. Fernandez an award of restricted stock with a grant date fair value equal to $~~3,000,000~~ determined at the per unit offering price (the “RSA”), which RSA will vest 1/3 at each of the three anniversaries of the grant date. Notwithstanding the vesting schedule, full vesting will occur upon a Change in Control, as that term is defined in the RSA. The Company at its sole expense is obligated to register the reoffer and resale by Mr. Fernandez of the securities granted to Employee pursuant to the RSA.

On June 2, 2021, the Company entered into a new employment agreement (the “June Agreement”) with ~~Charles M.~~Mr. Fernandez, ~~with~~which superseded and replaced “the May Agreement.” The June Agreement has an initial term of 5 years effective on May 28, 2021. ~~The June Agreement replaced “the May Agreement”.~~ Under the June Agreement, Mr. Fernandez will serve as the Chairman and Chief Executive Officer of the Company. The June Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Mr. Fernandez by written notice. Mr. Fernandez’s annual base compensation under the June Agreement is $350,000per year. The Company may increase (but not decrease) his compensation during the June Agreement’s term. In addition, Mr. Fernandez is entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation ~~Committee of the Board.~~Committee. Mr. Fernandez is also entitled to participate in any other executive compensation plans adopted by the Board and is eligible for such grants of Share Awards. Share Awards will be subject to the applicable Plan terms and conditions, provided, however, that Share Awards will be subject to any additional terms and conditions as are provided therein or in any award certificate(s), which will supersede any conflicting provisions governing Share Awards provided under the equity incentive plan. The Company is required to pay or to reimburse Mr. Fernandez for all reasonable out-of-pocket expenses actually incurred or paid by Mr. Fernandez in the course of his employment, consistent with the Company’s policy.

Mr. Fernandez ~~will also be~~is entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The June Agreement may be terminated based on death or disability of Mr. Fernandez, for cause or without good reason, for cause or with good reason, as a result of the change of control of the Company and at the option of Mr. Fernandez with or without cause. The June Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc.

The Company will also reimburse Mr. Fernandez for any and all premium payments made by him to obtain and continue personal catastrophe and disability insurance coverages for himself, which policy will have policy limits not to exceed one hundred percent (~~100%~~100%) of his base salary per annum at any given time. In addition, the Company will pay for any and all travel-related expenses incurred by Mr. Fernandez and/or his immediate family members, not to exceed ~~$10,000.00~~ $10,000 per fiscal year, regardless of whether or not such expenses are incurred by Mr. Fernandez in connection with services or duties to be performed by him as an employee of the Company. The Company will also pay for any and all fees and costs incurred by Mr. Fernandez in connection with professional services provided to him, not to exceed $10,000per year, including, without limitation, services provided to the Company by attorneys, accountants, financial planners and the like, regardless of whether or not such services are provided to Mr. Fernandez in connection with his employment with the Company.

In addition, the June Agreement (which repeats, but not duplicates, a grant of restricted stock made under the May Agreement), Mr. Fernandez received an award of restricted stock with a grant date fair value equal to $3,000,000determined at the per unit offering price in the June Offering ($5 per Unit) (the “RSA”), which RSA will vest 1/3 at each of the three anniversaries of the grant date. The Grant Date for the RSA is May 28, 2021, as determined pursuant to the May Agreement. Notwithstanding the vesting schedule, full vesting will occur upon a Change in Control, as that term is defined in the Restricted Stock Agreement pursuant to which the RSA was ~~made.~~made (the “May Restricted Stock Agreement”). The Company at its sole expense is obligated to register ~~the~~for reoffer and resale by Mr. Fernandez of the securities granted to him pursuant to the May Restricted Stock Agreement.

If Mr. ~~Fernandez’~~Fernandez’s employment is terminated for any reason at any time by the Company prior to the full vesting of the RSA without “Cause” (as that term is defined in the June Agreement), the RSA will vest and Mr. Fernandez will receive all right, title and interest in the balance of the securities granted to him in the RSA.

During the term of the June Agreement and so long as Mr. Fernandez is employed by the Company, he may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors.

On August 7, 2021, the June Agreement was amended in order to, among other things, increase Mr. Fernandez’s compensation by (i) providing for medical plan coverage for Mr. Fernandez and his family at the expense of the Company, and (ii) providing for an auto allowance $1,000 per month.

On ~~June 22,~~August 24, 2021, Douglas S. Ellenoff was appointed to the ~~Company appointed Sarwar Uddin as the~~positions of Chief ~~Financial Officer~~Business Development Strategist of the Company. Mr. Uddin replaced Thomas Seifert, whose employment by the Company terminated on the same date. The initial term of Mr. Uddin’s agreement is one year commencing on June 22, 2021. The term of the employment agreement will be automatically extended for additional ~~one-year terms unless terminated by the Company or Mr. Uddin by written notice. Mr. Uddin’s annual base compensation is $240,000~~. The Company may increase (but not decrease) his compensation during its term. In addition, Mr. Uddin will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee“Company” and Vice Chairman of the Board of ~~Directors. Mr. Uddin is also entitled to participate in any other executive compensation plans adopted by the Board of~~ Directors and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company may from time to time determine (the “Share Awards”). The Company is required to pay or to reimburse Mr. Uddin for all reasonable out-of-pocket expenses actually incurred or paid by Mr. Uddin in the course of his employment, consistent with the Company’s policy. Mr. Uddin shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior Employees. The employment agreement may be terminated based on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The employment agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021,appointment was made on the approval and recommendation of the ~~Compensation~~Nominating Committee of the ~~Board~~Board. Mr. Ellenoff was not appointed to any committees of ~~Directors~~the Board.

In connection with Mr. Ellenoff’s appointment to the position of ~~Orbsat Corp,~~Chief Business Development Strategist of the Company, Mr. Ellenoff and the Company entered into a three year Employment Agreement, dated August 24, 2021 (the “Ellenoff Agreement”). Mr. Ellenoff will be nominated and renominated to serve on the Board during the term of the agreement. Under the terms of the Ellenoff Agreement, Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 were issued within 5 business days of the execution of the Ellenoff Employment Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Company’s Common Stock, 300,000 of which were within 5 business days of the execution of the Ellenoff Employment Agreement and vested immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year.Such options have an ~~amendment~~exercise price of $5.35 per share and will terminate 5 years after they vest. These equity awards to Mr. Ellenoff were material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved stock or option plan pursuant to the ~~current employment agreement to increase Mr. Uddin’s compensation by providing for an allowance of $~~Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

~~600~~ ~~per month for the payment of medical plan coverage for Mr. Uddin and his family.~~

On October 4, 2021, Sarwar Uddin, the Chief Financial Officer of Orbsat Corp (the “Company”), notified the Company of his resignation from all positions he holds with the Company. Mr. Uddin’s resignation will be effective as of the close of business on October 8, 2021.NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued)

On June 22, 2021, the Company appointed Theresa Carlise as Controller, Treasurer and Secretary. ~~The~~In connection with Ms. Carlise’s appointment, Ms. Carlise and the Company entered into an employment agreement (the “Carlise Agreement”) with an initial term of ~~Ms. Carlise agreement was~~ one ~~year.~~year The term of the ~~employment agreement~~Carlise Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Ms. Carlise by written notice. Ms. Carlise’s annual base compensation is $180,000. The Carlise Agreement provides for medical plan coverage and an auto allowance. The Company may increase (but not decrease) her compensation during its term. In addition, Ms. Carlise will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors. Ms. Carlise is also entitled to participate in any other executive compensation plans adopted by the Board of Directors and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company may from time to time ~~determine (the “Share Awards”).~~determine. The Company is required to pay or to reimburse Ms. Carlise for all reasonable out-of-pocket expenses actually incurred or paid by Ms. Carlise in the course of her employment, consistent with the Company’s policy. Ms. Carlise shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior Employees. The ~~employment agreement~~Carlise Agreement may be terminated based on death or disability of the executive, for cause or without good reason, for cause or with good reason, and as a result of the change of control of the Company. The ~~employment agreement~~Carlise Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. On August 7, 2021, on the approval and recommendation of the Compensation Committee, ~~of the Board of Directors of Orbsat Corp,~~ the Company entered into ~~an amendment to~~ the ~~current employment agreement. The Amendment for Ms.~~ Carlise ~~amends her Employment~~ Agreement ~~in order~~ to, among other things, change Ms. Carlise’s title to “Chief Accounting Officer, Secretary and Treasurer. On October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent approval of the Board, the Company entered into an amendment to ~~the Company’s current employment agreement with Theresa~~ Carlise, the Company’s Chief Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1year to 3 years ~~years (the~~(the “Carlise Amendment”).

On August 24, 2021, Douglas S. Ellenoff was appointed to the positions of Chief Business Development Strategist of Orbsat Corp (the “Company”) and Vice Chairman of the Board of Directors of the Company. The appointment was made on the approval and recommendation of the Nominating Committee of the Board. Mr. Ellenoff was not appointed to any committees of the Board.NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued)

~~In connection with Mr. Ellenoff’s appointment to the position of Chief Business Development Strategist of the Company, Mr. Ellenoff and the Company entered into a~~ ~~three~~-year Employment Agreement, dated August 24, 2021 (the “Ellenoff Agreement”), that sets forth the terms of his employment, including with regard to compensation. Under the Ellenoff Agreement, Mr. Mr. Ellenoff will be nominated and renominated to serve on the Board during the term of the agreement. Under the terms of the Ellenoff Agreement, Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 of which will be issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Corporation’s Common Stock, 300,000 of which will issued within 5 business days of the execution of the Ellenoff Agreement and vest immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year. ~~Such options have an exercise price of $5.35~~ ~~per share and will terminate~~ 5 years after they vest. These equity awards to Mr. Ellenoff were material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

On August 24, 2021, Paul R. Thomson was appointed to the position of Executive Vice President of the Company. Mr. Thomson’s appointment as Executive Vice President was effective on August 24, 2021, the date of that certain Employment Agreement between Mr. Thomson and the Company (the “Thomson Agreement”). The Thomson Agreement has an initial term of 3three (3) years and will be automatically extended for additional 1-year term unless terminated by the Company or Mr. Thomson by written notice. Mr. Thomson’s annual base compensation is $250,000. The Company may increase (but not decrease) his compensation during its term. In addition, Mr. Thomson will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board. Mr. Thomson is also entitled to participate in any other executive compensation plans adopted by the Board and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee of the Company may from time to time determine (the “Share Awards”).

In connection with Mr. Thomson’s employment, and as a material inducement to enter into the Thomson Agreements, Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson ~~will also become~~became the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”).

On October 7, 2021, the Board appointed Andrew Cohen as Senior Vice President of Operations of the Company, effective October 8, 2021. In connection with Mr. Cohen’s appointment, the Company entered into an employment agreement, dated October 8, 2021 (the “Cohen Agreement”), that sets forth the terms of his employment.

The Cohen Agreement has an initial term of three (3) years and will be automatically extended for additional 1-year terms unless terminated by the Company or Mr. Cohen by written notice. Mr. Cohen’s annual base compensation is $250,000. The Company may increase (but not decrease) his compensation during its term. In addition, Mr. Cohen will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board. Mr. Cohen is also entitled to participate in any other executive compensation plans adopted by the Board and is eligible for such grants of awards under stock option or other equity incentive plans as the Compensation Committee may from time to time determine. The Company is required to pay or to reimburse Mr. Cohen for all reasonable out-of-pocket expenses actually incurred or paid by Mr. Cohen in the course of his employment, consistent with the Company’s policy. Mr. Cohen will be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The Cohen Agreement may be terminated based on, among other things, the death or disability of Mr. Cohen, for cause, for good reason, and as a result of the change of control of the Company. The Cohen Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants.

In connection with Mr. Cohen’s employment, and as a material inducement to enter into the Cohen Agreement, Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Cohen were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

On December 2, 2021, the Company entered into a 62-month lease for 4,141 square feet of office space for $186,345 annually. The rent increases 3% annually. The space is not available for occupancy until the second quarter of 2022, at which time rent will commence, as well as adjusting the right of asset and the corresponding operating lease liability to include this lease.

Effective July 24, 2019, a three-year lease was signed for 2,660 square feet for £25,536 annually, for our facilities in Poole, England, “UK lease”, for ~~£2,128~~£2,128 per month, or USD $~~2,717~~2,856 per month at the yearly average conversion rate of ~~1.276933, or $2,738~~ ~~using exchange rate close at December 31, 2020 of~~ ~~1.286618~~.1.3419173. The Poole lease ~~has been renewed until~~ will expire July ~~23,~~ 2022. and we may seek to expand to a larger facility.

~~On June 21, 2021, the Company entered into a~~The UK lease ~~agreement for office space in Aventura, FL. The term of the lease commenced on June 23, 2021 and has a minimum six-month term. The monthly rent for this office space is $1,210. The lease agreement can be terminated with 60 days’ notice. On October 31, 2021, the lease for the office space, as described above, was terminated as of~~ ~~November 30, 2021~~.

~~Such leases do~~does not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any leases classified as financing leases.

Amortization expenses for the three months ended March 31, 2022, and 2021 were $8,803 and $7,563, respectively.

~~On August 12, 2021, the Company entered into a new lease agreement for~~ NEXTPLAT CORP AND SUBSIDIARIES

~~2,070~~FKA: ORBSAT CORP ~~square feet of office space in Miami, FL. The term of the lease will be~~

62NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~months, at an average of $~~

~~8,347~~ ~~per month, to commence upon possession once the facility is completed in early spring 2022. The Company has paid a security deposit of $~~

~~38,706~~ ~~and $6,869~~ ~~in prepaid rent.~~NOTE 11 - COMMITMENTS AND CONTINGENCIES (continued)

At ~~September 30, 2021,~~March 31, 2022, the Company had current and long-term operating lease liabilities of $~~27,801~~11,045 ~~and $~~0~~, respectively,~~ and right of use assets of $~~30,658~~13,840.

Net rent expense for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were $~~36,055~~8,516 and $~~24,182~~6,384, respectively.

On June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause. Mr. Seifert asserts that the termination was not for cause and that he is owed all compensation payable under his employment agreement executed in June 2021. The Company’s position is that Mr. Seifert is not owed any additional consideration or compensation relating to his prior service with the Company or arising under any employment agreement. ~~Further, the~~The Company ~~asserts that~~and Mr. Seifert are currently engaged in ~~misconduct during~~litigation over the matter of his ~~tenure as the Company’s CFO.~~employment and termination. The Company believes it has adequate defenses to Mr. Seifert’s ~~employment as Chief Financial Officer~~claims and has ~~resulted in two lawsuits.~~

~~The Company initiated litigation~~advanced claims against Mr. Seifert ~~on June 28, 2021 in the Eleventh Judicial Circuit Court in and for Miami-Dade County. The parties~~including, but not limited to, the suit are Orbsat Corp. and Thomas Seifert. The matter was designated Case No.: 2021-15243 CA 01. The Company’s case against Mr. Seifert is now pending in the United States District Court for the Southern District of Florida, which matter is designated Case No.: 1:21-cv-22436-DPG. The Company seeks damages under several legal theories, including breach of ~~fiduciary duty,~~the employment agreement, breach of ~~an employment agreement,~~the fiduciary, fraud in the inducement in connection with the employment agreement, fraudulent misrepresentation, and constructive fraud. The Company does not expect to ~~obtain~~seek substantial monetary relief in ~~its litigation against Mr. Seifert.~~the litigation.

On July 2, 2021, Mr. Seifert filed suit against the Company in the United States District Court for the Southern District of Florida. The parties to the suit are Thomas Seifert, Orbsat Corp. and Charles Fernandez, Orbsat’s Chairman and Chief Executive Officer. The matter is designated Case No.: 1:21-cv-22410-MGC. Mr. Seifert seeks damages under several legal theories, including breach of an employment agreement, retaliatory discharge, libel per se, and negligent misrepresentation. The Company believes it has adequate defenses to defeat Mr. Seifert’s claims.

From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results.

Amazon accounted for ~~approximately~~ ~~64.0~~45.9% and ~~60.1~~53.6% of the Company’s revenues during the ~~nine months ended September 30, 2021 and 2020, respectively. For the~~ three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, Amazon accounted for approximately~~ ~~64.8% and~~ ~~64.9%, respectively of the Company’s revenue.~~respectively. No other customer accounted for 10% or more of the Company’s revenues for either period.

The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

~~The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended September 30, 2021 and 2020.~~

	September 30, 2021				September 30, 2020				March 31, 2022				March 31, 2021

Satcom Global	$	303,944	19.9	%	$	123,435	11.0	%
Globalstar Europe	$	215,289	14.1	%	$	109,495	9.7	%	$	92,799	3.1	%	$	140,829	10.1	%
Garmin	$	241,230	15.8	%	$	140,666	12.5	%	$	415,965	14.0	%	$	236,243	16.9	%
Network Innovations	$	191,658	12.5	%	$	167,300	14.9	%	$	320,516	10.8	%	$	129,931	9.3	%
Cygnus Telecom	$	165,889	10.8	%	$	141,364	12.6	%	$	940,914	31.7	%	$	132,519	9.5	%
Satcom Global									$	282,830	9.5	%	$	239,805	17.2	%

The following table sets forth revenue as to each geographic location, for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

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

	September 30, 2021				September 30, 2020				March 31, 2022				March 31, 2021

Europe	$	1,469,172	65.3	%	$	1,044,503	70.8	%	$	2,899,398	81.0	%	$	1,012,258	69.0	%
North America		571,603	25.4	%		290,065	19.7	%		437,216	12.2	%		308,072	21.0	%
South America		13,035	0.6	%		8,609	0.6	%		11,773	0.3	%		7,718	0.5	%
Asia & Pacific		182,001	8.1	%		122,899	8.4	%		196,169	5.5	%		105,932	7.2	%
Africa		14,467	0.6	%		9,317	0.6	%		33,222	0.9	%		27,448	1.9	%
	$	2,250,278			$	1,475,393			$	3,577,778			$	1,461,428

On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson will also become the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”).

~~The Cohen Agreement has an initial term of~~ ~~3 years~~ ~~and will be automatically extended for additional 1 year terms unless terminated by the Company or Mr. Cohen by written notice. Mr. Cohen’s annual base compensation is $250,000~~. The Company may increase (but not decrease) his compensation during its term. In addition, Mr. Cohen will be entitled to receive an annual cash bonus if the Company meets or exceeds criteria adopted by the Compensation Committee of the Board. In connection with Mr. Cohen’s employment, and as a material inducement to enter into the Cohen Agreement, Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. ~~These equity awards to Mr. Cohen were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).~~

~~On October 7, 2021, on the approval and recommendation of the Compensation Committee, the Board approved a plan to make bonus payments of $3,000~~ per month (each, a “Monthly Bonus”) to each of Charles M. Fernandez, the Company’s Executive Chairman and Chief Executive Officer, and David Phipps, a director and the Company’s President and Chief Executive Officer of Global Operations. The Monthly Bonus payments were approved in recognition of Messrs. Fernandez’s and Phipps’ contributions to the Company. The Monthly Bonus payments will be made retroactively for months passed since June 2021, and the plan for Monthly Bonus payments will renew on a quarterly basis until terminated by the Board upon 30 days’ prior notice to Messrs. Fernandez and Phipps.

On October 8, 2021, on the approval and recommendation of the Compensation Committee, and following the subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Theresa Carlise, the Company’s Chief Accounting Officer, Treasurer and Secretary, to extend the initial term of her employment agreement from 1 ~~year to~~ 3 ~~years (the “Carlise Amendment”).~~

~~On October 21, 2021, the Company issued~~ ~~10,000~~ ~~shares of common stock in connection with restricted stock awards, with a fair market value of $5.35~~ ~~per share, from the date of the award.~~

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

The following information should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Statements made in this Item 2, “Management’s Discussion and Analysis and Plan of Financial Condition and Results of Operations,” and elsewhere in this quarterly report on Form 10-Q that do not consist of historical facts, are “forward-looking statements.” Statements accompanied or qualified by, or containing words such as “may,” “will,” “should,” “believes,” “expects,” “intends,” “plans,” “projects,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” and “assume” constitute forward-looking statements, and as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company’s products, as well as other factors, many or all of which may be beyond the Company’s control. Consequently, investors should not place undue reliance upon forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements in this report.

You should read the following information in conjunction with our financial statements and related notes contained elsewhere in this report. You should consider the risks and difficulties frequently encountered by early-stage companies, particularly those engaged in new and rapidly evolving markets and technologies. Our limited operating history provides only a limited historical basis to assess the impact that critical accounting policies may have on our business and our financial performance.

We encourage you to review our periodic reports filed with the SEC and included in the SEC’s EDGAR database, including the Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on March ~~22, 2021,~~31, 2022, and the Company’s subsequent public filings with the SEC.

WeNextPlat Corp, formerly Orbsat Corp (“NextPlat”), is a Nevada corporation. Our headquarters and principal executive offices are ~~a provider of satellite-based hardware, airtime~~located at 3250 Mary St., Suite 410, Coconut Grove, FL 33133. Our telephone number is (305) 560-5355, and ~~related services both~~our corporate website is www.nextplat.com. Unless the context requires otherwise, in this report the ~~United States~~terms “the Company,” “we,” “us,” and, ~~internationally. We sell equipment~~“our” refer to NextPlat and ~~airtime for use on all of the major satellite networks including Globalstar, Inmarsat, Iridium and Thuraya and operate a short-term rental service for customers who desire to use~~ our equipment for a limited time period. Our acquisition of GTC in February 2015 expanded our global satellite-based infrastructure and business, which was first launched in December 2014 through the purchase of certain contracts.wholly owned subsidiaries.

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

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) a global pandemic prompting government-imposed quarantines, suspension of in-person attendance of academic programs, and cessation of certain travel and business closures. The United States has entered a recession as a result of the COVID-19 pandemic, which may prolong and exacerbate the negative impact on us. Although we expect the availability of vaccines and various treatments with respect to COVID-19 to have an overall positive impact on business conditions in the aggregate over time, the exact timing of these positive developments is uncertain. In December 2020, the United States began distributing two vaccines that, in addition to other vaccines under development, are expected to help to reduce the spread of the coronavirus that causes COVID-19 once they are widely distributed. If the vaccines prove less effective than currently understood by the scientific community and the United States Food and Drug Administration, or if there are problems with the acceptance, availability, timing or other difficulties with widely distributing the vaccines, the pandemic may last longer, and could continue to impact our business for longer, than we currently expect. In response to COVID-19, governmental authorities have implemented numerous measures to try to contain the virus, such as travel bans and restrictions, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter in place orders and recommendations to practice social distancing. Although many governmental measures have had specific expiration dates, some of those measures have already been extended more than once, and there is considerable uncertainty regarding the duration of such measures and the implementation of any potential future measures, especially if cases increase across the United States, with the potential for additional challenges resulting from the emergence of new variants of COVID-19, some of which may be more transmissible than the initial strain. Such measures have impacted, and may continue to affect, our workforce, operations, suppliers and customers. We reduced the size of our workforce following the onset of COVID-19 and may need to take additional actions to further reduce the size of our workforce in the future; such reductions incur costs, and we can provide no assurance that we will be able to rehire our workforce in the event our business experiences a subsequent recovery. We took steps to curtail our operating expenses and conserve cash. We may elect or need to take additional remedial measures in the future as the information available to us continues to develop, including with respect to our workforce, relationships with our third-party vendors, and our customers. There is no certainty that the remedial measures we have implemented to date, or any additional remedial steps we may take in the future, will be sufficient to mitigate the risks posed by COVID-19. Further, such measures could potentially materially adversely affect our business, financial condition and results of operations and create additional risks for us. Any escalation of COVID-19 cases across many of the markets we serve could have a negative impact on us. Specifically, we could be adversely impacted by limitations on our employees to perform their work due to illness caused by the pandemic or local, state, or federal orders requiring our stores to close or employees to remain at home; limitation of carriers to deliver our product to customers; product shortages; limitations on the ability of our customers to conduct their business and purchase our products and services; and limitations on the ability of our customers to pay us in a timely manner. These events ~~could~~may have a material, adverse effect on our results of operations, cash flows and liquidity.

The ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will depend on future developments, such as the duration and severity of the pandemic, the extent of any additional increases in cases across the United States, and the related length of its impact on the global economy, as well as the timing and availability of effective medical treatments and vaccines, which remain uncertain and cannot be predicted at this time. The resumption of our normal business operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service providers. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable. Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current recession and any recession that may occur in the future.

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

The success of our business depends on our global operations, including our supply chain and consumer demand, among other things. As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues. Our results of operations for the ~~nine months ended September 30, 2021 and the~~ year ended December 31, 2020 ~~reflect~~reflected this ~~impact; however, we expect that this trend may continue and the full extent of the impact is unknown. In recent months,~~impact. Recently, some governmental agencies in the US and Europe, where we produce the largest percentage of our sales, have lifted certain restrictions. ~~However, if customer demand continues to be low, our future equipment sales, subscriber activations and sales margin will be impacted.~~ We have ~~implemented several measures~~incurred strong increases in sales outside of our Amazon marketplaces for the three months ended March 31, 2022. However due to ~~minimize~~uncertainties related to variants of COVID-19, we are uncertain as to the ~~impact on our operations and sustain our liquidity position, including receiving support through~~continuation of the ~~US payroll protection program loan (“PPP”), a low interest, fixed rate loan provided under the UK’s Coronavirus Business Interruption Loan (“CBILS”) and the deferral of certain UK taxes.~~increases to revenue.

Expanding beyond our current global network of online storefronts serving thousands of consumers, enterprises, and governments, we intend to develop a next generation platform for digital assets built for Web3, an internet service built using decentralized blockchains. Our new platform (“NextPlat Digital”), which is currently in the design and development phase in collaboration with consultants and contracted developers, will initially enable the use of non-fungible tokens (“NFTs”), in e-commerce and in community-building activities. NextPlat Digital may in the future also enable the posting and use of other digital or “crypto” assets once applicable legal and regulatory requirements are addressed. As currently contemplated, NextPlat Digital will facilitate the creation/minting, purchase and sale of a broad range of non-yield-generating and non-fractionalized NFT products, including, but not limited to, art, music, collectables, digital real estate, video games, game items and certificates of authenticity. We also anticipated developing and deploying NFTs for use in tokenizing data for use in brand loyalty programs.

~~On March 24, 2021,~~NextPlat Digital, as currently planned, will be used by us to create both (a) public marketplaces, for us and third-parties, where anyone with a crypto wallet or credit card can buy an NFT from an authorized user, or, if authorized, sell their own NFTs, and (b) private market places that only allow a particular company or entity to sell their own NFTs within a branded market (such as for the ~~Company’s shareholders via majority shareholder consent authorized~~promotion of a ~~stock split not~~particular brand or product). We anticipate that NextPlat Digital will be substantially complete within the next six to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Board subsequently approved a 1-for-5 reverse stock split. The Company filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5. The effective time of the reverse stock split was 12:01 a.m. ET on May 28, 2021. The Company’s common stock began trading on a split-adjusted basis commencing upon market open on May 28, 2021. The common stock has been assigned a new CUSIP number, 68557F 209. The warrants were assigned the CUSIP number, 68557F 118. No fractional shares of common stock were issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share received a whole share.nine months.

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

~~Listing~~In determining if and how an NFT can be posted on our platform, we will follow an internally developed model that will permit us to make a risk-based assessment regarding the likelihood that a particular NFT could be deemed a “security” within the meaning of the U.S. federal securities laws. This process will involve employees trained to identify the indicia of a “security” who will also work with outside legal counsel experienced in crypto asset regulatory matters to make a determination with respect to each NFT, or category of NFT, proposed to be posted on our platform. These processes and procedures are risk based assessments and are not a legal standard or binding on regulators or courts. In the event an NFT or other digital asset is deemed by us, pursuant to the above analysis, to possess a reasonable likelihood of being deemed a security, we will (a) comply with applicable laws and regulations by forming, acquiring or engaging a licensed broker-dealer authorized to act as an trading system for those digital assets, or (b) transact in such digital assets offshore in a way that complies with applicable laws and regulations; or (c) not transact in the subject NFT. We do not currently intend to undertake or participate in “initial coin offerings”, the minting of “coins” or cryptocurrencies.

Our creation and operation of NextPlat Digital will also present a number of new regulatory and legal compliance obligations for the Company. For example, if we are deemed to be involved in the exchange or transmission of value that substitutes for currency, or fall under other evolving requirements, we may be deemed to be a “money transmitter” and will be subject to Anti-Money Laundering (AML) rules, as well as U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) requirements and state licensing requirements. In connection with complying with applicable regulations and laws (including Know-Your-Customer (KYC), Anti-Money Laundering (AML) and Combating the Financing of Terrorism (CFT) regulations) when onboarding new users, we intend to utilize third-party tools to proactively screen for high-risk wallets, including explicitly sanctioned addresses and addresses associated with sanctioned entities. The applicable requirements and our compliance obligations will vary depending on the ~~Nasdaq Capital Market~~nature of the client, the service or product provided and jurisdiction. For example, if we form or acquire a broker dealer in order to post, trade or sell NFTs or other digital assets that are securities, we will fully comply with all applicable KYC, AML and CFT compliance requirements. If, on the other hand, we facilitate the distribution of free promotional corporate collectable NFTs that are not deemed to be securities, our compliance requirements will be significantly less.

On December 31, 2021, after markets closed, a securities purchase agreement (the “Purchase Agreement”) was circulated to, and signatures were received from, certain institutional and accredited investors (the “December Investors”) in connection with the sale in a private placement by the Company of 2,229,950 shares of the Company’s common stock (the “December Offering”). On January 2, 2022, the Company delivered to December Investors a fully executed Purchase Agreement, which was dated December 31, 2021. The purchase price for the common stock sold in the December Offering was $3.24 per share, the closing transaction price reported by Nasdaq on ~~May 28, 2021, our common stock and Warrants commenced trading on Nasdaq under the symbols “OSAT” and “OSATW,” respectively.~~

~~On May 28, 2021,~~The closing of the December Offering occurred on January 5, 2022. The Company entered into an Underwriting Agreement with Maxim Group LLC (the “Underwriter”) pursuant to which the Company agreed to issue and sell to the Underwriter in an underwritten public offering (the June Offering) 2,880,000 units consisting of one share of common stock and one warrant exercisable for one share of common stock at a public offering price of $5.00 per unit (after giving effect to a 1-for-5 reverse stock split, discussed above) for aggregatereceived gross proceeds from the sale of approximately $14,400,000 before deducting underwriting discounts, commissions, and other offering expenses. The common stock and warrants were immediately separable and were issued separately. The common stock and warrants began trading on the Nasdaq Capital Market, on May 28, 2021, under the symbols “OSAT” and “OSATW,” respectively. In addition, the Company granted the Underwriter a 45-day option to purchase an additional 432,000 shares of common stock and/or warrants to purchase up to an aggregate of 432,000 shares of common stock in ~~any combination thereof, at~~ the ~~public offering price per security, less~~December Offering of approximately $7.2 million. The Company intends to use the ~~underwriting discounts~~proceeds from the December Offering for general corporate purposes, including potential acquisitions and ~~commissions, to cover over-allotments, if any. The June~~joint ventures. Approximately 73% of funds raised in the December Offering ~~closed on June 2, 2021.~~were secured from existing shareholders and from the members of the Company’s senior management and Board of Directors.

In connection with ~~closing of~~ the ~~June~~December Offering, the ~~Underwriter partially exercised its overallotment option and purchased an additional 432,000 warrants at $0.01 per warrant for additional gross proceeds~~Company entered into a registration rights agreement with the December Investors (the “Registration Rights Agreement”), pursuant to which, among other things, the Company ~~of $4,320. On June 28, 2021,~~agreed to prepare and file with the ~~Underwriter, upon~~SEC a registration statement to register for resale the ~~exercise in full of the balance of its over-allotment option, purchased 432,000 additional~~ shares of the Company’s common stock ~~for additional gross proceeds to~~sold in the ~~Company of $2,155,680.~~Offering.

~~We have issued to the Underwriter warrants to purchase up to a total of 144,000~~The shares of common stock ~~(5%~~offered and sold in the December Offering were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the ~~shares~~Securities Act and Rule 506 of ~~common stock included in~~Regulation D promulgated under the ~~Units, excluding the over-allotment, if any) (the “Underwriter Warrants”). The Underwriter Warrants are exercisable at any time,~~Securities Act and ~~from time to time, in whole~~corresponding provisions of state securities or in part, during the period commencing 180 days from the effective date of the registration statement, and expire five years from the effective date of the offering, which period is in compliance with FINRA Rule 5110(e). The Underwriter Warrants are exercisable at a per share price equal to $5.50 per share, or 110% of the public offering price per unit in the offering. The Underwriter Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The underwriter (or permitted assignees under Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date of the registration statement. In addition, the warrants provide for certain piggyback registration rights. The piggyback registration rights provided will not be greater than five years from the effective date of the registration statement in compliance with FINRA Rule 5110(g)(8). We will bear all fees and expenses attendant to registering the securities issuable on exercise of the Underwriter Warrants. The exercise price and number of shares issuable upon exercise of the Underwriter Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

On July 13, 2021, the Company announced that its Global Telesat Communications Limited (“GTC”) unit had entered into an agreement with Alibaba.com, the B2B (Business-to-Business) e-commerce website owned and operated by Alibaba Group Holding Limited, also known as Alibaba Group (NYSE: BABA; HKEX: 9988), a Chinese multinational technology company specializing in e-commerce, retail, internet, and technology. GTC will be a Gold-level Supplier on ~~Alibaba.com, the world’s largest Business-to-Business (B2B) e-commerce website.~~“blue sky” laws.

~~Under~~The terms of the ~~agreement, GTC significantly expands its 24/7/365 e-commerce presence~~transaction disclosed above, including the provisions of the Purchase Agreement and Registration Rights Agreement, were approved by the Board of Directors and because some of the securities were offered and sold to officers and directors of the Company, such terms were separately reviewed and approved by the Audit Committee of the Board of Directors.

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

On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the ~~launch~~Secretary of ~~its latest global storefront. Orbsat expects~~State of the State of Nevada in order to launch its new storefront during the third quarter with an extensive range of satellite IoT and connectivity products. These will include Orbsat’s specialized satellite tracking products, some of which operate usingchange the Company’s ~~many ground station-based network processors, and can be used~~corporate name from Orbsat Corp to ~~track and monitor the location~~NextPlat Corp. This name change was effective as of ~~cars, trucks, trailers, boats, containers, animals, and other remote assets. Orbsat’s full catalog of 500+ products and connectivity services will be available on Alibaba.com~~January 21, 2022. The name change was approved by the ~~start~~Company’s stockholders at the 2021 annual meeting of ~~the first quarter of 2022. The Company will pay an annual fee of $5,999 under the agreement. The agreement will continue~~stockholders held on ~~a year-to-year basis.~~December 16, 2021.

~~On June 10, 2021, the Company issued 1,000 shares of common stock, for the exercise of 1,000 warrants, at an exercise price of $5.00, for cash consideration of $5,000.~~

~~On July 6, 2021, the Company issued 78,500 shares of common stock, for the exercise of 78,500 warrants, at an exercise price of $5.00, for cash consideration of $392,500.~~

~~On July 8, 2021, the Company issued 425,000 shares of common stock, for the exercise of 425,000 warrants, at an exercise price of $5.00, for cash consideration of $2,125,000.~~

~~On July 12, 2021, the Company issued 2,000 shares of common stock, for the exercise of 2,000 warrants, at an exercise price of $5.00, for cash consideration of $10,000.~~

~~On July 13, 2021, the Company issued 59,853 shares of common stock, for the exercise of 59,853 warrants, at an exercise price of $5.00, for cash consideration of $299,265.~~

~~On July 14, 2021, the Company issued 278,555 shares of common stock, for the exercise of 278,555 warrants, at an exercise price of $5.00, for cash consideration of $1,392,775.~~

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

~~On July 19, 2021, the Company issued 1,000 shares of common stock, for the exercise of 1,000 warrants, at an exercise price of $5.00, for cash consideration of $5,000.~~

~~On July 30, 2021, the Company issued 80,000 shares of common stock, for the exercise of 80,000 warrants, at an exercise price of $5.00, for cash consideration of $400,000.~~

~~On September 3, 2021,~~January 21, 2022, the Company issued 10,000 shares of common stock in connection with restricted stock awards, with a fair market value of ~~$5.35~~$3.48 per share, ~~from~~on the date of issuance. All shares were fully vested and upon issuance resulted in stock-based compensation of $34,800. Shares were issued in reliance on the ~~award.~~exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

~~On September 14, 2021, the Company issued 40,000 shares of common stock in connection with restricted stock awards, with a fair market value of $5.35 per share, from the date of the award.~~

On September 22, 2021, the Company issued a total of 12,437 common shares for the exercise of 14,200 options through a cashless exercise using 2,763 options for the $1.00 exercise price and in connection with a 1,000 restricted stock award.

On ~~August 10, 2021,~~April 1, 2022, the Company ~~signed an agreement~~went live with ~~NetSuite to purchase and implement~~its implementation of an enterprise resource planning ~~ERP~~“ERP” system to replace our legacy business applications. The new ERP platform will provide better support for our changing business needs and plans for future growth. The project includes software, external implementation assistance, testing, training, and support. ~~The entire cost of the ERP software and implementation will be deferred until 2022.~~ We anticipate that approximately 40% of the cost will be expensed in the period incurred and 60% will be capitalized and depreciated over its useful life. The Company intends to maintain dual accounting systems, until such time it is deemed acceptable.

As of March 31, 2022, there were 50,000,000 shares of common stock authorized and 9,293,096 shares issued and outstanding.

As of March 31, 2022, there were 2,836,092 registered warrants to purchase common stock authorized and 2,530,092 registered warrants issued and outstanding, at an exercise price of $5.00, and 144,000 unregistered underwriter warrants issued and outstanding, at an exercise price of $5.50. The warrants expire in June of 2026.

As of March 31, 2022, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L Convertible Preferred Stock authorized, and no shares issued and outstanding.

We had net cash used in operations of $868,558 during the three months ended March 31, 2022. At March 31, 2022, we had working capital of $22,766,775. Additionally, at March 31, 2022, we had an accumulated deficit of $22,836,298 and stockholder’s equity of $23,705,244.

Results of Operations for the Three ~~and Nine months~~Months Ended ~~September 30, 2021,~~March 31, 2022 compared to the Three ~~and Nine months~~Months Ended ~~September 30, 2020~~March 31, 2021

Revenue. ~~Net~~ Sales for the nine months ended September 30, 2021, consisted primarily of sales of satellite phones, tracking devices, accessories and airtime plans. For the nine months ended September 30, 2021, revenues generated were $5,667,966 compared to $4,163,750 of revenues for the nine months ended September 30, 2020, an increase in total revenues of $1,504,216 or 36.1%. Total net sales for Global Telesat Communications Limited were $3,897,254 for the nine months ended September 30, 2021, as compared to $2,667,144 for the nine months ended September 30, 2020, an increase of $1,230,110 or 46.1%. Total net sales for Orbital Satcom Corp. were $1,770,712 for the nine months ended September 30, 2021, as compared to $1,496,606, for the nine months ended September 30, 2020, an increase of $274,106 or 18.3%. The Company attributes the changes in revenue to new product lines and significant increases in US Amazon sales, offset by the change in exchange rates from GBP:USD.

~~Net sales~~ for the three months ended ~~September 30, 2021,~~March 31, 2022, consisted primarily of sales of satellite phones, tracking devices, accessories, and airtime plans. For the three months ended ~~September 30, 2021,~~March 31, 2022, revenues generated were ~~$2,250,278~~$3,577,778 compared to ~~$1,475,393~~$1,461,428 of revenues for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase in total revenues of ~~$774,885~~$2,116,350 or ~~52.5%~~144.8%. Total ~~net~~ sales for Global Telesat Communications ~~Limited.~~Ltd. were ~~$1,498,341~~$2,595,840 for the three months ended ~~September 30, 2021,~~March 31, 2022, as compared to ~~$1,003,875~~$1,013,435 for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$494,466~~$1,582,405 or ~~49.3%~~156.1%. Total ~~net~~ sales for Orbital Satcom Corp. were ~~$751,937~~$981,938 for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to ~~$471,518,~~$447,993, for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$280,419~~$533,945 or ~~59.5%~~119.2%. The Company attributes the changes in revenue to new product lines, increased inventory, and additional e-commerce storefronts.

Cost of Sales. During the nine months ended September 30, 2021, cost of sales increased to $4,195,823 compared to $3,159,593, for the nine months ended September 30, 2020, an increase of $1,036,230 or 32.8%. Gross profit margins during the nine months ended September 30, 2021 were 26.0% as compared to 24.1% for the comparable period in the prior year. During the three months ended ~~September 30, 2021,~~March 31, 2022, cost of ~~sales~~revenues increased to ~~$1,757,142~~$2,776,685 compared to ~~$1,076,929,~~$1,023,911, for the three months ended ~~September 30, 2020,~~March 31, 2021, an increase of ~~$680,213~~$1,752,774 or ~~63.2%~~171.2%. Gross profit margins during the three months ended ~~September 30, 2021,~~March 31, 2022 were ~~21.9%~~22.4% as compared to ~~27.0%~~29.9% for the comparable period in the prior year. As indicated by the results for the three and nine months, our sales margins have (decreased) increased by (5.1%) and 1.9%, respectively. However, we cannot be certain that we can maintain the increased margin levels. The ~~increase~~decrease is primarily due to a ~~greater~~lower percentage of high margin sales inint the ~~second~~first quarter ended ~~September 30, 2021,~~March 31, 2022 as compared to the same period in ~~2020, as well to as an increase in margins on certain sales that resulted from customers bearing value added tax (VAT) that was previously borne by the Company.~~2021.

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

Operating Expenses. Total operating expenses for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022, were ~~$4,557,254,~~$1,635,708, an increase of ~~$2,698,242~~$899,262 or ~~145.14%, from total operating expenses for the nine months ended September 30, 2020 of $1,859,012~~. ~~Total operating expenses for the three months ended September 30, 2021 were $2,729,982, an increase of $1,857,147or 212.77%~~122.1%, from total operating expenses for the three months ended ~~September 30, 2020~~March 31, 2021, of ~~$872,835~~$736,446. Factors contributing to the decrease are described below.

Selling, general and administrative expenses were ~~$962,892~~$574,350 and ~~$486,984 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $475,908 or 97.73%. Selling, general and administrative expenses were $519,196 and $182,813~~$175,890 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, an increase of ~~$336,383~~$398,460 or ~~184.00%~~226.5%. The fluctuations in the increase, for the three ~~and nine~~ months ended ~~September 30, 2021, is~~March 31, 2022, are attributable to certain ~~variable~~SG&A expenses ~~which are related to increase in sales such bank charges, credit card fees, Amazon fees, and shipping charges~~ that fluctuate with sales volatility, ~~in combination with increased travel, medical and director and officer insurance and auto expenses related to the~~as well as, an increase in ~~personnel,~~marketing expenses, stock-based compensation, D&O and medical insurance, recruiting expenses and other costs associated with an increase in ~~addition to marketing and information technology expenses related to growth.~~personnel.

Salaries, wages and payroll taxes were ~~$1,178,267~~$635,576 and ~~$542,675 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $635,592, or 117.12%. Salaries, wages and payroll taxes were $490,555 and $196,629~~$208,174, for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, an increase of ~~$293,926,~~$427,402, or 149.48%. For the three and nine months ended September 30, 2021, the increase is attributable to an increase in officers from two to six and an increase in overall personnel to support growth, as well as board approved executive bonuses related to successful up-listing to Nasdaq for the nine months ended September 30, 2021.

~~Stock based compensation~~ ~~were $1,321,564 and $130,400 for the three and nine months ended September 30, 2021 and 2020, respectively, an increase of $1,191,164, or 913.47%~~205.3%. The increase is ~~directly related to employment agreements~~a result of an increase in personnel, for ~~two additional officers, during~~ the three months ended ~~September 30, 2021.~~March 31, 2022.

Professional fees were ~~$869,127~~$326,213 and ~~$480,961 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $388,166, or 80.71%. Professional fees were $320,211 and $289,296~~ $292,882for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, an increase of ~~$30,915,~~$33,331, or ~~10.7%~~11.4%. The increase during the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020,~~2021, is attributable to an increase in ~~board members, increased investor relations~~director fees, accounting and ~~other~~legal fees, offset by a reduction in professional fees related to ~~assist in capital raising efforts as well as up-listing to Nasdaq.~~the public offering from the quarter ended March 31, 2021.

Depreciation and amortization expenses were ~~$225,404~~$99,569 and ~~$217,992 for the nine months ended September 30, 2021 and 2020, respectively, an increase of $7,412 or 3.40%. Depreciation and amortization expenses were $78,456 and $73,697~~$73,700 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, an increase of ~~$4,759~~$25,869 or ~~6.45%~~35.1%. The increase was primarily attributable to the addition of fixed assets offset by fully amortized assets, as compared to the same period in the prior year.

We expect our expenses in each of these areas to continue to increase during fiscal ~~2021~~2022 and beyond as we expand our operations and begin generating additional revenues under our current business. Similarly, we are unable at this time to estimate the amount of the expected increases.

Total Other ~~(Income)~~ Expense. Our total other ~~expense (income)~~expenses were ~~$1,481,974~~$15,468 compared to $503,890 during the nine months ended September 30, 2021 and 2020, respectively, an increase of $978,084 or 194.11%. The increase in the nine months ended September 30, 2021, as compared to the prior year, is attributable to; increases in interest expense of $666,179, interest earned of $3,066 and exchange rate fluctuations of $34,749 and decreases in gain from extinguishment of debt of $248,429 and other income of $31,793.

~~Our total other expense was $68,703 compared to $626,080~~$504,213 during the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. The~~respectively, a decrease of ~~$557,377 for the three months ended September 30, 2021, as compared to the prior year,~~$488,745. The decrease is attributable to ~~a decrease in~~ interest expense ~~$639,075, an increase~~incurred in the same period of ~~exchange rate fluctuations of $84,509, offset by interest earned of $3,079.~~the prior year.

Net Loss. We recorded net loss before income tax of ~~$2,305,549 and $4,567,085~~$850,083 for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 as compared to a net loss of ~~$1,100,451 and $1,358,745,~~$803,142, for the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021. The increase in the loss is a result of the factors as described above.

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

Comprehensive ~~Income~~Gain (Loss).We recorded a ~~gain~~loss for foreign currency translation adjustments for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 of ~~$55,584~~$15,330 and ~~$42,850. For the three and nine months ended September 30, 2020 we recorded~~ a gain of ~~$5,602~~$1,611 for the three months ended March 31, 2021. The fluctuations of the increase/decrease are primarily attributed to the increase/decrease recognized due to exchange rate variances.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. At ~~September 30, 2021,~~March 31, 2022, we had a cash balance of ~~$17,138,644.~~$21,907,935. Our working capital is ~~a positive $17,768,275~~$22,766,775 at ~~September 30, 2021.~~March 31, 2022.

Our current assets at ~~September 30, 2021~~March 31, 2022 increased ~~$17,640,784 or 1,285%~~26% from December 31, ~~2020~~2021 and included cash, accounts receivable, ~~VAT receivable,~~ prepaid expenses, unbilled revenue, right of use, inventory and other current assets.

Our current liabilities at ~~September 30, 2021~~March 31, 2022 decreased ~~$271,549 or 18%~~38.6% from December 31, ~~2020~~2021 and included our accounts payable, due to related party, provision for income taxes, contract liabilities, lease liabilities and other liabilities in the ordinary course of our business.

At ~~September 30, 2021,~~March 31, 2022, the Company had an accumulated deficit of ~~$18,445,638, positive~~$22,836,298, working capital of ~~approximately $17,768,275~~$22,766,775 and net loss of ~~approximately $4,567,085~~$850,083 during the ~~nine~~three months ended ~~September 30, 2021. For the year ended December~~March 31, 2020, the auditors’ opinion contained a going concern paragraph, which stated that the Company had an accumulated deficit of $13,878,553, negative working capital of $144,055 and net loss of $2,763,375, during the year ended December 31, 2020. 2022.

As of the date of this report, the Company’s existing cash resources and existing borrowing availability are sufficient to support planned operations for the next 12 months. As a result, management believes that the ~~Company’s~~ existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements.

Net cash flows used by operating activities for the three months ended March 31, 2022 amounted to $868,558 and were primarily attributable to our net loss of $850,083, total amortization expense of $6,250 and depreciation of $93,319, amortization of right of use of $8,803, stock based compensation of $34,800 and net change in assets and liabilities of $161,647, primarily attributable to an increase in accounts receivable of $70,307, an increase in inventory of $453,496, a decrease in unbilled revenue of $8,278, an increase in prepaid expense of $26,232, a decrease in VAT receivable of $33,044, a decrease in other current assets of $48,539, an increase in accounts payable of $352,201, a decrease in contract liabilities of $6,401, a decrease in lease liabilities of $8,718, and decrease in provision for income taxes of $38,555.

Net cash flows used by operating activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 amounted to ~~$2,997,644~~$459,764 and were primarily attributable to our net loss of ~~$4,567,085,~~$803,142, total amortization expense of ~~$18,750~~$6,250 and depreciation of ~~$206,654,~~$67,250, amortization of discount on debt of ~~$1,425,365, amortization of right to use of $24,948 gain on extinguishment of debt of $20,832,~~$501,164, increase in stock based compensation of ~~$1,321,564~~$14,200, a decrease in right of use of $7,563 and net change in assets and liabilities of ~~$1,421,208,~~$253,249, primarily attributable to an increase in accounts receivable of ~~$132,808,~~$94,176, an increase in inventory of ~~$621,487,~~$239,490, an increase in unbilled revenue of ~~$22,353, an increase in VAT receivable of $446,657,~~$2,067, , an increase in other current assets of ~~$728, decrease~~$19,195, increase in accounts payable of ~~$168,557, an increase~~$114,261, a decrease in contract liabilities of ~~$4,252,~~$5,157, a decrease in lease liabilities of ~~$24,898,~~$7,589, and an increase in provision for income taxes of ~~$37,603.~~

Net cash flows provided by operating activities for the nine months ended September 30, 2020 amounted to $504,800 and were primarily attributable to our net loss of $1,358,745, total amortization expense of $18,750 and depreciation of $199,242, amortization of discount on debt of $752,130, stock based compensation of $130,400, stock issued for services of $62,750, amortization on right to use of $23,773, gain on extinguishment of debt of $269,261 and net change in assets and liabilities of $63,839, primarily attributable to a decrease in accounts receivable of $81,739, an increase in inventory of $135,648, decrease in prepaid expenses of $16,812, a decrease in unbilled revenue of $877, a decrease in other current assets of $57,800, decrease in accounts payable of $61,747, a decrease in contract liabilities of $780, a decrease in lease liabilities of $21,562, and a decrease in provision for income taxes of $1,330.$164.

Net cash flows used in investing activities were ~~$95,598~~$67,997 and ~~$30,752~~$459 for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and March 31, 2021, ~~and September 30, 2020,~~ we purchased property and equipment of ~~$95,598~~$0 and ~~$30,752,~~$459, respectively.

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

Net cash flows provided by financing activities were $5,608,353 and $289,131 for the three months ended March 31, 2022 and 2021, respectively. Net cash flows provided by financing activities were $5,608,353 for the three months ended March 31, 2022 and were primarily attributed to proceeds from common stock offering of $5,605,038, proceeds from related party of $19,737 and offset by repayments of notes payable for $16,422.

Net cash flows provided by financing activities were ~~$19,466,289~~$289,131 for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and were for proceeds ~~from;~~from a convertible note payable of $350,000 ~~related party payable of $34,238, the June Offering, of $14,649,573, proceeds of warrant exercise of $4,629,540 which was~~and offset by repayments of notes payable for ~~$121,848, proceeds of options exercised of $5,000, payments of coronavirus interruption loan of $11,189 and repayments to related party payable of $69,025.~~

Net cash flows provided by financing activities were $1,296,333 for the nine months ended September 30, 2020 and were for proceeds from convertible notes payable of $958,000, proceeds from note payable of $343,907, proceeds from exercise of options of $33,000, offset by repayments to related party payable of $18,889 and repayments of line of credit for $19,685.$60,643.

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

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

Critical accounting estimates are those that management deems to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments, due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified our critical accounting estimates which are discussed below.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp. and Global Telesat Communications Ltd. All material intercompany balances and transactions have been eliminated in consolidation.

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

The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of ~~September 30,~~March 31, 2022, and 2021, ~~and December 31, 2020,~~ there ~~is an allowance~~were no allowances for doubtful accounts ~~of $15,782 and $15,596, respectively.~~

~~The Company accounts~~Prepaid expenses amounted to $172,950 and $146,935, at March 31, 2022 and December 31, 2021, respectively. Prepaid expenses include prepayments in cash for ~~research and development costs in accordance~~rent, insurance, pre-payments associated with the ~~Accounting Standards Codification subtopic 730-10, Research~~Company’s new office and ~~Development (“ASC 730-10”). Under ASC 730-10, all research and development~~software license fees which are being amortized over the terms of the respective agreement. The current portion consists of costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present andpaid for future ~~products are expensed in the period incurred. For the nine months ended September 30, 2021 and 2020, there were no additional expenditures on research and development.~~services which will occur within a year.

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

The relevant translation rates are as follows: for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, closing rate at ~~1.342642~~1.3138 US$: GBP, quarterly average rate at ~~1.3784972 US$: GBP and yearly average rate at 1.3853499~~1.3419173 US$: GBP, for the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, closing rate at ~~1.2923~~1.3783 US$: GBP, quarterly average rate at ~~1.293173~~1.379068 US$: GBP, ~~and yearly average rate of 1.271713. For~~for the year ended ~~December 31, 2020~~2021 closing rate at ~~1.260983~~1.353372 US$: GBP, average rate at ~~1.260983~~1.375083 US$: GBP.

~~We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606,~~ ~~: Narrow-Scope Improvements and Practical Expedient~~, which is to (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The amendments of this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. There was no impact as a result of adopting this ASU on the financial statements and related disclosures.

The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company also sells separately priced maintenance service contracts which qualify as service-type warranties and represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program.

A variety of technical services can be contracted by our customers for a designated period of time. The service contracts allow customers to call the Company for technical support, replace defective parts and to have onsite service provided by the Company’s third-party contract service provider. The Company records revenues for contract services at the amount of the service contract, but such amount is deferred at the beginning of the service term and amortized prorated over the life of the contract.

The Company believes that its products and services can be accounted for separately as its products and services have value to the Company’s customers on a stand-alone basis. When a transaction involves more than one product or service, revenue is allocated to each deliverable based on its relative fair value; otherwise, revenue is recognized as products are delivered or as services are provided over the term of the customer contract.

Contract liabilities is shown separately in the condensed consolidated balance sheets as current liabilities. At September 30, 2021, we had contract liabilities of approximately $40,956. At December 31, 2020, we had contract liabilities of approximately $36,704.ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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

~~Fair value of financial instruments~~Accounting for Derivative Instruments

~~The Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured~~Derivatives are required to be recorded on the balance sheet at fair ~~value~~value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on ~~a recurring basis. ASC 820 establishes a common definition~~the Company’s balance sheet. Fair values for ~~fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value~~exchange traded securities and ~~expands disclosure about such fair value measurements.~~

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputsderivatives are ~~prioritized below:~~

~~Level 1: Observable inputs such as~~based on quoted market prices. Where market prices ~~in active markets for identical assets or liabilities~~

~~Level 2: Observable~~are not readily available, fair values are determined using market-based ~~inputs or unobservable inputs that are corroborated by~~pricing models incorporating readily observable market data

~~Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.~~ and requiring judgment and estimates.

The Company did not identify any ~~other~~ assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments.

Compensation cost relating to share-based payment transactions are recognized in the financial statements. The cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity award).

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

In ~~November 2018,~~May 2021, the FASB ~~amended Topic 842, Leases, by issuing~~issued ASU ~~No. 2016-02, which requires lessees~~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). ASU 2021-04 clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance to ~~recognize leases on-balance sheet~~clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, ~~disclose key information about leasing arrangements. Topic 842 with~~ if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. ASU ~~No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements.~~ The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The new standard was2021-04 is effective for ~~us on January 1, 2019, however~~annual beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the ~~Company did not have any leases~~impact that met the criteria as established above, until July 24, 2019, when the Company entered into a three-year lease for its UK office and warehouse for annual rent of £25,536 or GBP: USD using exchange rate close for the nine months ended September 30, 2021, for liability of 1.3828 or $35,311. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. Consequently, financial information will not be updated, and the disclosures required under the newthis standard will ~~not be provided for dates and periods before January 1, 2019.~~have on its consolidated financial statements.

~~At September 30,~~In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company ~~had current~~is currently evaluating the impact and ~~long-term operating lease liabilities~~timing of ~~$27,801 and $0, respectively, and right~~adoption of ~~use assets of $30,658.~~this guidance

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this Item.

~~We maintain disclosure controls~~Our management is responsible for establishing and ~~procedures,~~maintaining adequate internal control over financial reporting as ~~such term is~~ defined in Rules ~~13a-15(e)~~13a-15(f) and ~~15d-15(e)~~15d-15(f) under the Exchange ~~Act, that are designed to ensure that information~~Act. Our management is also required to ~~be disclosed by us~~assess and report on the effectiveness of our internal control over financial reporting in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectivesaccordance with Section 404 of the ~~disclosure~~Sarbanes-Oxley Act of 2002. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, management identified significant deficiencies related to (i) our internal audit functions and (ii) a lack of segregation of duties within accounting functions. Therefore, our internal controls ~~and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship~~over financial reporting were not effective as of possible disclosure controls and procedures. The design of 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.March 31, 2022.

~~Under the supervision and with the participation of~~Management has determined that our management, we conducted an evaluation, as of September 30, 2021, of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon our evaluation, our management, including our principal executive officer and principal financial officer, has concluded that, as of September 30, 2021, our disclosure controls and procedures were not effectiveinternal audit function is significantly deficient due to ~~our limited~~insufficient qualified resources to perform internal audit ~~functions and lack of ability to have multiple levels of transaction review.~~functions.

~~The Company intends~~Due to ~~address~~our size and nature, segregation of all conflicting duties may not always be possible or economically feasible. However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals.

We believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. Due to the nature of this significant deficiency in our internal control over financial reporting, there is more than a remote likelihood that misstatements which could be material to our annual or interim financial statements could occur that would not be prevented or detected.

A material weakness (within the meaning of PCAOB Auditing Standard No. 5) is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by ~~upgrading its accounting software to an ERP (“Enterprise Resource Planning”), a cloud-based solution, which would add~~those responsible for oversight of the ~~necessary controls to manage day to day activities such as accounting, procurement, project management, risk management and compliance as well as to automate the consolidation process~~company’s financial reporting.

Because of its ~~entities, adding a level~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of ~~reliability~~any evaluation of effectiveness to future periods are subject to the ~~Company’s financial reporting. The Company proposes to add personnel to address~~risk that controls may become inadequate because of changes in conditions, or that the ~~lack~~degree of ~~ability to have multiple level transaction review. Management is addressing these steps immediately~~compliance with the policies and has executed an agreement on August 11, 2021, to start implementation of replacing its current software to an ERP cloud-based solution. Management anticipates the new ERP solution to be fully operational by the second quarter of 2022.procedures may deteriorate.

There have been no changes in our internal control over financial reporting during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~On July 2, 2021, Mr. Seifert filed suit against~~From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the ~~United States District Court for the Southern District~~normal course of ~~Florida.~~business. The ~~parties~~Company is not currently involved in any pending legal proceeding or litigation, and to the ~~suit are Thomas Seifert, Orbsat Corp.~~best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and Charles Fernandez, Orbsat’s Chairman and Chief Executive Officer. The matter is designated Case No.: 1:21-cv-22410-MGC. Mr. Seifert seeks damages under several legal theories, including breach of an employment agreement, retaliatory discharge, libel per se, and negligent misrepresentation. The Company believes it has adequate defenses to defeat Mr. Seifert’s claims.operating results.

This Quarterly Report on Form 10-Q should be read in conjunction with our 2021 Form 10-K, which describes various material risks and uncertainties to which we are or may become subject. These risks and uncertainties could, directly or indirectly, adversely affect our business, results of operations, financial condition, liquidity, or cash flows and could cause our actual results to differ materially from our past results or the results contemplated by any forward-looking statements we make.

Material changes from the risk factors set forth in our 2021 Form 10-K are set forth below:

~~ITEM 1A. RISK FACTORS~~Whether a particular non-fungible token (NFT) or other digital or “crypto” asset is a “security” is subject to a high degree of uncertainty, and if we are unable to properly characterize an NFT or other digital asset, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

~~In evaluating us~~The SEC and ~~our common stock, we urge you~~its staff have taken the position that certain digital or “crypto” assets (which includes NFTs) fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to ~~carefully consider~~predict. The SEC generally does not provide advance guidance or confirmation on the ~~risks and other information~~status of any particular digital asset as a security. Furthermore, the SEC’s views in this ~~Quarterly Report on Form 10-Q,~~area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff.

Several foreign jurisdictions have taken a broad-based approach to classifying digital assets as ~~well~~“securities,” while certain other foreign jurisdictions have adopted a narrower approach. As a result, certain digital assets may be deemed to be a “security” under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of digital assets as ~~the risk factors disclosed in Item 1A to Part I~~“securities.”

The classification of ~~our Annual Report on Form 10-K~~a digital asset as a security under applicable law has wide-ranging implications for the ~~fiscal year ended December 31, 2020, which we~~regulatory obligations that flow from the offer and sale of such assets. For example, a digital asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration statement filed with the SEC ~~on March 22, 2021, and~~or in an offering that qualifies for an exemption from registration. Persons that effect transactions in digital assets that are securities in the United States may be subject to registration ~~statement~~with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and ~~related amendments~~sellers to trade digital assets that are securities in the United States are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (ATS) in compliance with rules for ATSs. Persons facilitating clearing and ~~supplements (including prospectus supplements) relating~~settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

We have policies and processes to analyze whether each NFT that we seek to facilitate posting and sale on our platform could be deemed to be a “security” under applicable laws. Our policies and processes do not constitute a legal standard but rather represent our company-developed model, which permits us to make a risk-based assessment regarding the likelihood that a particular NFT could be deemed a “security” under applicable laws. Regardless of our conclusions, we could be subject to legal or regulatory action in the event the SEC, a state or foreign regulatory authority, or a court were to determine that an NFT posted and sold on our platform is a “security” under applicable laws. Because our platform is not registered or licensed with the SEC or foreign authorities as a broker-dealer, national securities exchange, or ATS (or foreign equivalents), and we do not seek to register or rely on an exemption from such registration or license to facilitate the offer and sale of NFTs on our platform, we only permit posting on our platform of those NFTs for which we determine there are reasonably strong arguments to conclude that the NFT is not a security. We believe that our process reflects a comprehensive and thoughtful analysis and is reasonably designed to facilitate consistent application of available legal guidance to digital assets to facilitate informed risk-based business judgment. However, we recognize that the application of securities laws to the ~~June Offering.~~specific facts and circumstances of digital assets may be complex and subject to change, and that a posting determination does not guarantee any conclusion under the U.S. federal securities laws. We expect our risk assessment policies and to continuously evolve to take into account case law, facts, and developments in technology.

There can be no assurances that we will properly characterize any given NFT as a security or non-security for purposes of determining whether our platform will allow the posting of such NFT, or that the SEC, foreign regulatory authority, or a court, if the question was presented to it, would agree with our assessment. If the SEC, state or foreign regulatory authority, or a court were to determine that NFTs offered or sold on our platform are securities, we would not be able to offer such NFTs until we are able to do so in a compliant manner. A determination by the SEC, a state or foreign regulatory authority, or a court that an NFT posted and sold on our platform was a security may also result in us determining that it is advisable to remove NFTs from our platform that have similar characteristics to the NFT that was determined to be a security. In addition, we could be subject to judicial or administrative sanctions for failing to offer or sell the NFT in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Customers that purchased such NFTs on our platform and suffered losses could also seek to rescind a transaction that we facilitated as the basis that it was conducted in violation of applicable law, which could subject us to significant liability. We may also be required to cease facilitating transactions in other similar NFTs, which could negatively impact our business, operating results, and financial condition.

On ~~July 6, 2021,~~January 5, 2022, the Company issued ~~78,500~~2,229,950 shares of common stock pursuant to a private placement offering at a per share price of $3.24, resulting in gross proceeds of $7,225,038. Legal and registration fees amounted to $220,000, resulting in net proceeds of $7,005,038. Prior to the private placement close, proceeds of $1,400,000, were received and recorded as a stock subscription payable, for the ~~exercise of 78,500 warrants, at an exercise price of $5.00, for cash consideration of $392,500.~~year ended December 31, 2021.

On ~~July 8, 2021, the Company issued 425,000 shares of common stock, for the exercise of 425,000 warrants, at an exercise price of $5.00, for cash consideration of $2,125,000.~~

~~On July 12, 2021, the Company issued 2,000 shares of common stock, for the exercise of 2,000 warrants, at an exercise price of $5.00, for cash consideration of $10,000.~~

~~On July 13, 2021, the Company issued 59,853 shares of common stock, for the exercise of 59,853 warrants, at an exercise price of $5.00, for cash consideration of $299,265.~~

~~On July 14, 2021, the Company issued 278,555 shares of common stock, for the exercise of 278,555 warrants, at an exercise price of $5.00, for cash consideration of $1,392,775.~~

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

~~On July 19, 2021, the Company issued 1,000 shares of common stock, for the exercise of 1,000 warrants, at an exercise price of $5.00, for cash consideration of $5,000.~~

~~On July 30, 2021, the Company issued 80,000 shares of common stock, for the exercise of 80,000 warrants, at an exercise price of $5.00, for cash consideration of $400,000.~~

~~On September 14, 2021, the Company issued 40,000~~issuance. All shares were fully vested and upon issuance resulted in stock-based compensation of ~~common stock in connection with restricted stock awards, with a fair market value of $5.35 per share, from the date of the award.~~

~~These shares~~$34,800. Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.

On February 15, 2022, the Company filed Form S3, to register 2,269,950 shares of common stock. On March 22, 2022 and April 22, 2022, the Company filed a Form S-3/A Amendment No. 1 and 2, respectively.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Nevada		65-0783722
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~18851 NE 29th Avenue~~3250 Mary St., Suite ~~700~~410 , ~~Aventura~~Coconut Grove, FL		~~33180~~33133
(Address of principal executive offices		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	~~OSAT~~NXPL	The NasdaqStock Market ~~LLC~~Inc.
Warrants	~~OSATW~~NXPLW	The NasdaqStock Market ~~LLC~~Inc.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

Class		Outstanding at ~~November 15, 2021~~May 16, 2022
Common Stock, $0.0001 par value		~~6,479,263~~9,293,096

	Page

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)	2

CONDENSED CONSOLIDATED BALANCE SHEETS	2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3027

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4039

ITEM 4. CONTROLS AND PROCEDURES	4039

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	4140

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41

ITEM 3 DEFAULTS UPON SENIOR SECURITIES	41

~~ITEM 4. MINE SAFETY DISCLOSURES~~	41

ITEM 5. OTHER INFORMATION	41

ITEM 6. EXHIBITS	4241

SIGNATURES	4342

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2020			Nine Months Ended September 30, 2021			Nine Months Ended September 30, 2020
Net sales	$	2,250,278		$	1,475,393		$	5,667,966		$	4,163,750

Cost of sales		1,757,142			1,076,929			4,195,823			3,159,593

Gross profit		493,136			398,464			1,472,143			1,004,157

Operating expenses:
Selling and general administrative		519,196			182,813			962,892			486,984
Salaries, wages and payroll taxes		490,555			196,629			1,178,267			542,675
Stock based compensation		1,321,564			130,400			1,321,564			130,400
Professional fees		320,211			289,296			869,127			480,961
Depreciation and amortization		78,456			73,697			225,404			217,992
Total operating expenses		2,729,982			872,835			4,557,254			1,859,012

Loss before other expenses and income taxes		(2,236,846	)		(474,371	)		(3,085,111	)		(854,855	)

Other (income) expense
Other income		-			(268	)		-			(31,793	)
Gain on debt extinguishment		-			-			(20,832	)		(269,261	)
Interest earned		(3,146	)		(67	)		(3,146	)		(80	)
Interest expense		2,385			641,460			1,463,986			797,807
Foreign currency exchange rate variance		69,464			(15,045	)		41,966			7,217
Total other (income) expense		68,703			626,080			1,481,974			503,890

Net (loss) income before tax expense	$	(2,305,549	)	$	(1,100,451	)	$	(4,567,085	)	$	(1,358,745	)

Provision for income taxes		-			-			-			-

Net (loss) income		(2,305,549	)		(1,100,451	)		(4,567,085	)		(1,358,745	)

Comprehensive income (loss):
Net (loss) income		(2,305,549	)		(1,100,451	)		(4,567,085	)		(1,358,745	)
Foreign currency translation adjustments		55,584			5,602			42,850			(19,840	)
Comprehensive income (loss)	$	(2,249,965	)	$	(1,094,849	)	$	(4,524,235	)	$	(1,378,585	)

NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
Weighted number of common shares outstanding – basic & diluted		6,290,306			154,634			3,271,405			99,027
Basic and diluted net (loss) income per share	$	(0.37	)	$	(7.12	)	$	(1.40	)	$	(13.72	)

	Three Months Ended			Three Months Ended
	March 31, 2022			March 31, 2021

Net sales	$	3,577,778		$	1,461,428

Cost of sales		2,776,685			1,023,911

Gross profit		801,093			437,517

Operating expenses:
Selling, general and administrative		574,350			175,890
Salaries, wages and payroll taxes		635,576			208,174
Professional fees		326,213			278,682
Depreciation and amortization		99,569			73,700
Total operating expenses		1,635,708			736,446

(Loss) before other expenses and income taxes		(834,615	)		(298,929	)

Interest expense		3,243			520,694
Interest earned		(4,956	)		-
Foreign currency exchange rate variance		17,181			(16,481	)
Total other income		15,468			504,213

Net loss	$	(850,083	)	$	(803,142	)

Comprehensive (loss) income:
Net loss	$	(850,083	)	$	(803,142	)
Foreign currency translation adjustments		(15,330	)		1,611
Comprehensive loss	$	(865,413	)	$	(801,531	)

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
Weighted number of common shares outstanding – basic & diluted		9,166,877			985,235
Basic and diluted net (loss) per share	$	(0.09	)	$	(0.82	)


	Common Stock $0.0001 Par Value				Additional Paid in		Accumulated			Comprehensive			Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Equity

Balance, December 31, 2020		817,450	$	82	$	14,486,492	$	(13,878,553	)	$	(42,832	)	$	565,189

Issuance common stock from convertible debt		1,345,468		135		1,644,132		-			-			1,644,267
Issuance of common related to offering		2,880,000		288		12,661,696		-			-			12,661,984
Issuance of common for over-allotment		432,000		43		1,983,226		-			-			1,983,269
Issuance of warrants for over-allotment		-		-		4,320		-			-			4,320
Issuance of common stock from exercise of warrant		925,908		92		4,629,448		-			-			4,629,540
Issuance of common stock for exercise of options		17,437		2		4,998		-			-			5,000
Stock based compensation in connection with options granted		-		-		1,053,064		-			-			1,053,064
Stock issued for services
Stock issued for services, shares
Stock based compensation in connection with restricted stock awards		50,000		5		268,495		-			-			268,500
Issuance of common stock for services		1,000		-		14,200		-			-			14,200
Beneficial conversion feature of convertible debt		-		-		340,420		-			-			340,420
Comprehensive loss		-		-		-		-			42,850			42,850

Net loss		-		-		-		(4,567,085	)		-			(4,567,085	)

Balance, September 30, 2021		6,469,263	$	647	$	37,090,491	$	(18,445,638	)	$	18		$	18,645,518

	Common Stock				Additional
	$0.0001 Par Value				Paid in		Accumulated
	Shares		Amount		Capital		Deficit
Balance, December 31, 2020		817,450	$	82	$	14,486,492	$	(13,878,553	)

Issuance common stock from convertible debt		418,437		42		458,049		-
Issuance of common related to restricted stock award		1,000		-		14,200		-
Beneficial conversion feature of convertible debt		-		-		340,420		-
Comprehensive gain		-		-		-		-
Net loss		-		-		-		(803,142	)

Balance, March 31, 2021		1,236,887	$	124	$	15,299,161	$	(14,681,695	)

	●	~~Significant underperformance relative to expected historical or projected future operating results;~~
	●	~~Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and~~
	●	~~Significant negative industry or economic trends.~~

	Years
Office furniture and fixtures		4
Computer equipment		4
Rental equipment		4
Appliques		10
Website development		2

Series of Preferred Stock	No. of Converting Holders of Preferred Stock	Aggregate No. of Shares Held by Converting Stockholders		Aggregate Principal Amount of Notes into which Shares Converted
B	1		222	$	11
C	1		123,526	$	12,353
D	3		147,577	$	29,516
F	1		23,333	$	233
G	2		346,840	$	3,468
H	3		916	$	916
I	3		3,241	$	3,241
J	5		4,296	$	42,961
K	7		70,571	$	70,571
L	3		1,333	$	5,000
	TOTAL:		721,855	$	168,270

	September 30, 2021		December 31, 2020
May 2019 Notes	$	-	$	462,085
August 2020 Notes		-		588,182
December 2020 Notes		-		244,000
March 2021 Notes		-		-
		-		1,294,267
Debt Discount		-		(1,084,944	)
		-
Total	$	-	$	209,323

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at January 1, 2021		600,009		$	2.35		9.91
Granted		325,000			-		-
Exercised		19,200			-		-
Forfeited		(917	)		-		-
Cancelled		(50,000	)		-		-
Balance outstanding at September 30, 2021		854,892		$	3.30		7.54
Options exercisable at September 30, 2021		854,892		$	3.30		7.54

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Balance at January 1, 2021		600,009		$	2.35		9.91
Granted		400,000
Exercised		(19,200	)
Forfeited		(917	)
Cancelled		(50,000	)
Balance outstanding and excercisable at December 31, 2021		929,892		$	3.53		7.36

Balance at January 1, 2022		929,892		$	3.53		7.36
Granted		-			-		-
Exercised		-			-		-
Forfeited		(191	)		-		-
Cancelled		-			-		-
Balance outstanding and excercisable at March 31, 2022		929,701		$	3.42		7.12

●	an obligation under a ~~guarantee~~guaranteed contract, although we do have obligations under certain sales arrangements including purchase obligations to vendors

●	a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,

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

●	any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

~~10.1~~		~~Alibaba.com Supplemental Services Agreement (Incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).~~

~~10.2~~		~~Alibaba.com Transaction Services Agreement (Incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).~~

~~10.3~~		~~Alibaba.com Terms of Use (Incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021).~~

~~10.4+~~		Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Charles M. Fernandez (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

~~10.5+~~		Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and David Phipps (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

~~10.6+~~		Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Sarwar Uddin (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

~~10.7+~~		Amendment No. 1 Employment Agreement, dated August 7, 2021, by and between Orbsat Corp and Theresa Carlise (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021).

~~10.8+~~		Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas S. Ellenoff (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).
~~10.9+~~		Employment Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).

~~10.10+~~		~~Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff.~~

~~10.11+~~		~~Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Douglas Ellenoff.~~

~~10.12+~~		~~Stock Option Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson.~~

~~10.13+~~		~~Restricted Stock Award Agreement, dated August 24, 2021, by and between Orbsat Corp and Paul R. Thomson.~~

~~10.14+~~		~~Amended and Restated 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2021).~~

~~10.15+~~		Amendment No. 1 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Paul R. Thomson (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).

~~10.16+~~		Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Andrew Cohen (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).

~~10.17+~~		Amendment No. 2 Employment Agreement, dated October 8, 2021, by and between Orbsat Corp and Theresa Carlise (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 8, 2021).

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.ins		Inline XBRL Instance Document
101.sch		Inline XBRL Taxonomy Schema Document
101.cal		Inline XBRL Taxonomy Calculation Document
101.def		Inline XBRL Taxonomy Linkbase Document
101.lab		Inline XBRL Taxonomy Label Linkbase Document
101.pre		Inline XBRL Taxonomy Presentation Linkbase Document
~~104~~		~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

Dated: ~~November 15, 2021~~May 16, 2022	~~ORBSAT~~NEXTPLAT CORP

	By:	/s/ Charles M. Fernandez
		Charles M. Fernandez
		Chairman and Chief Executive Officer ~~and Chairman~~
		(principal executive officer)

		/s/ Paul R. Thomson
		Chief Financial Officer
		(principal financial officer)