Delaware
|
|
7373
|
|
90-0471969
|
State or other jurisdiction
|
|
(Primary Standard Industrial
|
|
(I.R.S. Employer
|
incorporation or organization
|
|
Classification Code Number)
|
|
Identification Number)
|
Large
accelerated filer ☐
|
Accelerated filer
☐
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
Emerging growth
company ☒
|
Title of Each
Class of Securities To Be Registered
|
Amount to be
Registered(1)
|
Proposed Maximum
Aggregate Offering Price Per Share(2)
|
Proposed Maximum
Aggregate Offering Price(2)
|
Amount of Registration
Fee(3)
|
Common stock, par value $0.0001 per
share
|
$42,357,784
|
$2.76
|
116,907,438.84
|
$12,754.61
|
(1)
|
This Registration Statement includes an indeterminate number of
additional shares of common stock issuable for no additional
consideration pursuant to any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration, which results in an increase in the
number of outstanding shares of our common stock. In the event of a
stock split, stock dividend or similar transaction involving our
common stock, in order to prevent dilution, the number of shares
registered shall be automatically increased to cover the additional
shares in accordance with Rule 416(a) under the Securities Act of
1933, as amended (the “Securities Act”).
|
(2)
|
Estimated
in accordance with Rule 457(c) of the Securities Act solely for the
purpose of computing the amount of the registration
fee.
|
(3)
|
Previously
paid.
|
4
|
|
5
|
|
6
|
|
14
|
|
33
|
|
34
|
|
37
|
|
40
|
|
56
|
|
63
|
|
66
|
|
71
|
|
72
|
|
74
|
|
76
|
|
79
|
|
80
|
|
81
|
|
82
|
|
F-1
|
|
II-1
|
Common
stock offered by the Selling Stockholders
|
|
Up to
42,357,784 shares of our common stock that may be issued to certain
of the Selling Stockholders, which includes 27,555,556 shares of
our common stock issuable upon the conversion of Notes, 7,600,000
shares of our common stock issuable upon the exercise of Warrants
and 7,202,228 shares of common stock.
|
Common
stock outstanding before Offering:
|
|
182,981,219
|
Shares
of common stock to be outstanding after this offering (assuming all
shares of Common Stock are issued upon conversion and/or
exercise)
|
|
218,136,775
|
Use of
Proceeds
|
|
All of
the Shares sold pursuant to this prospectus will be offered and
sold by the Selling Stockholders. We will not receive any proceeds
from such sales. We would, however, receive proceeds upon the
exercise of the Warrants held by the Selling Stockholders which, if
such warrants are exercised in full, would be approximately
$3,800,000. Proceeds, if any, received from the exercise of
such Warrants will be used for working capital and general
corporate purposes. No assurances can be given that any of such
Warrants will be exercised. See “Use of Proceeds.”
|
Offering
Price
|
|
The
Selling Stockholders may sell the Shares at a fixed price of $2.75 per share until
our common stock is listed or quoted on an established public
trading market (including the OTCQB), and thereafter, at
fixed prices, at prevailing market prices at the time of the sale,
at varying prices determined at the time of sale, or at negotiated
prices, including, without limitation, in one or more transactions
that may take place by ordinary brokerage transactions,
privately-negotiated transactions or through sales to one or more
underwriters or broker-dealers for resale. See “Plan of
Distribution.”
|
Risk
Factors
|
|
An
investment in our securities involves a high degree of risk and
could result in a loss of your entire investment. Prior to making
an investment decision, you should carefully consider all of the
information in this prospectus and, in particular, you should
evaluate the risk factors set forth under the caption
“Risk Factors”
beginning on page 14.
|
Trading
Symbol
|
|
“CRGE.”and
we have applied to list the Common Stock on the Nasdaq Capital
Market under the symbol “CRGE.”
|
|
Years
Ended
December 31,
|
|||
|
2020
|
2019
|
2021
|
2020
|
Revenue
|
$84,726,026
|
$-
|
$240,613,117
|
$-
|
Operating
Income/(Loss)
|
(4,750,019)
|
(181,998)
|
(17,070,647)
|
(197,584)
|
Net
Income/(Loss)
|
(34,642,641)
|
(292,416)
|
(11,664,084)
|
(371,108)
|
Pro
forma basic and diluted net loss per share
|
(1.92)
|
(0.03)
|
(0.08)
|
(.03)
|
Pro
forma weighted average of shares outstanding
|
18,049,003
|
8,879,041
|
149,463,702
|
11,754,097
|
|
December 31,
|
June 30,
|
|
|
2020
|
2019
|
2021
(unaudited)
|
Cash and cash
equivalents
|
$11,629,303
|
$31
|
$ 10,046,036
|
Working capital
(1)
|
2,948,711
|
(335,952)
|
9,674,595
|
Total
assets
|
99,407,319
|
31
|
127,147,621
|
Total current
liabilities
|
76,806,279
|
335,983
|
79,098,571
|
Total
stockholders’ equity (deficit)
|
20,653,095
|
(335,952)
|
27,394,374
|
|
●
|
Significant
reductions in demand or significant volatility in demand for one or
more of our products, which may be caused by, among other things:
the temporary inability of consumers to purchase our products due
to illness, quarantine or other restrictions, store or restaurant
closures, or financial hardship, shifts in demand away from one or
more of our higher priced products to lower priced products, or
stockpiling or similar activity, reduced options for marketing and
promotion of products or other restrictions in connection with the
COVID-19 pandemic; if prolonged, such impacts can further increase
the difficulty of operating our business, including accurately
planning and forecasting;
|
|
|
|
|
●
|
Inability
to meet our consumers' and customers' needs and achieve costs
targets due to disruptions in our manufacturing and supply
arrangements caused by the loss or disruption of essential
manufacturing and supply elements such as raw materials or
purchased finished goods, logistics, reduction or loss of workforce
due to the insufficiency or failure of our safety protocols, or
other manufacturing and supply capability;
|
|
|
|
|
●
|
Failure
of third parties on which we rely, including our suppliers,
distributors, contract manufacturers, contractors, commercial banks
and external business partners, to meet their obligations to us or
to timely meet those obligations, or significant disruptions in
their ability to do so, which may be caused by their own financial
or operational difficulties; or
|
|
|
|
|
●
|
Significant
changes in the conditions in markets in which we manufacture, sell
or distribute our products, including quarantines, governmental or
regulatory actions, closures or other restrictions that limit or
close our operating and manufacturing facilities, restrict our
employees' ability to perform necessary business functions,
restrict or prevent consumers from having access to our products,
or otherwise prevent our distributors, partners, suppliers, or
customers from sufficiently staffing operations, including
operations necessary for the production, distribution, sale, and
support of our products.
|
● significant litigation
costs;
|
● diversion of resources, including the
attention of management;
|
● our agreement to pay certain royalty
and/or licensing fees;
|
● cause us to redesign those products
that use such technology; or
|
● cessation of our rights to use,
market, or distribute such technology.
|
|
●
|
The
assumption of unknown liabilities, including employee obligations.
Although we normally conduct extensive legal and accounting due
diligence in connection with our acquisitions, there are many
liabilities that cannot be discovered, and which liabilities could
be material.
|
|
●
|
We may
become subject to significant expenses related to bringing the
financial, accounting and internal control procedures of the
acquired business into compliance with U.S. GAAP financial
accounting standards and the Sarbanes Oxley Act of
2002.
|
|
●
|
Our
operating results could be impaired as a result of restructuring or
impairment charges related to amortization expenses associated with
intangible assets.
|
|
●
|
We
could experience significant difficulties in successfully
integrating any acquired operations, technologies, customers’
products and businesses with our existing operations.
|
|
●
|
Future
acquisitions could divert substantial capital and our
management’s attention.
|
|
●
|
We may
not be able to hire the key employees necessary to manage or staff
the acquired enterprise operations.
|
|
●
|
incur
additional debt;
|
|
●
|
pay
dividends and make other restricted payments;
|
|
●
|
create
liens; or
|
|
●
|
sell
our collateral, other than inventory in the ordinary course of
business.
|
●
|
human
error;
|
●
|
physical
or electronic security breaches;
|
●
|
fire,
earthquake, flood and other natural disasters;
|
●
|
water
damage;
|
●
|
power
loss; and
|
●
|
terrorism,
sabotage and vandalism.
|
●
|
physical
damage;
|
●
|
power
surges or outages;
|
●
|
capacity
limitations;
|
●
|
software
defects as well as hardware and software obsolescence;
|
●
|
breaches
of security, whether by computer virus, break-in or otherwise;
|
●
|
denial
of access to our sites for failure to obtain required municipal or
other regulatory approvals; and
|
●
|
other
factors which may cause interruptions in service or reduced
capacity for our customers.
|
●
|
perceptions
about quality and safety of charging, storage, and service
stations;
|
●
|
limited
range and access to docking and charging stations, standardization
of docking and charging systems lead to consumers’ concerns
regarding the cost to dock and charge a EV related
product;
|
●
|
environmental
consciousness of consumers;
|
●
|
inability
or unwillingness to supply the EV products by the manufacturers;
and
|
●
|
availability
of eligible tax and other government related incentives with
respect EV products.
|
|
●
|
|
market conditions
during previous periods may have been significantly more favorable
for generating positive performance than the market conditions we
may experience in the future;
|
|
●
|
|
our returns have
previously benefited from investment opportunities and general
market conditions that may not recur and we may not be able to
achieve the same returns or profitable investment opportunities or
deploy capital as quickly;
|
●
|
the
number of stockholders;
|
●
|
our
operating performance and financial condition;
|
●
|
the
market for similar securities;
|
●
|
the
extent of coverage of us by securities or industry analysts;
and
|
●
|
the
interest of securities dealers in making a market in the shares of
our common stock.
|
●
|
developments
in the financial markets and worldwide or regional
economies;
|
●
|
announcements
of innovations or new products or services by us or our
competitors;
|
●
|
announcements
by the government relating to regulations that govern our
industry;
|
●
|
significant
sales of our common stock or other securities in the open
market;
|
●
|
variations
in interest rates;
|
●
|
changes
in the market valuations of other comparable companies;
and
|
●
|
changes
in accounting principles.
|
●
|
deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
●
|
disclose
certain price information about the stock;
|
●
|
disclose
the amount of compensation received by the broker-dealer or any
associated person of the broker-dealer;
|
●
|
send
monthly statements to customers with market and price information
about the penny stock; and
|
●
|
in some
circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with
information specified in the rules.
|
|
December 31,
|
June
30,
|
|
|
2020
|
2019
|
2021
(unaudited)
|
Cash and cash
equivalents
|
$11,629,303
|
$31
|
|
Working capital
(1)
|
2,948,711
|
(335,952)
|
9,674,595
|
Total
assets
|
99,407,319
|
31
|
127,147,621
|
Total current
liabilities
|
76,806,279
|
335,983
|
79,098,571
|
Total
stockholders’ equity (deficit)
|
20,653,095
|
(335,952)
|
27,394,374
|
|
Charge
Enterprises, Inc.
|
PTGI
International Carrier Services
|
Get Charged,
Inc.
|
Pro Forma
Adjustments
|
Pro Forma
Combined
|
|
|
|
|
|
|
Revenues
|
$84,726,026
|
$460,778,255
|
$60,483
|
$-
|
$545,564,764
|
Cost
of Goods Sold
|
83,554,341
|
454,465,072
|
-
|
-
|
538,019,413
|
Gross
Margin
|
$1,171,685
|
$6,313,183
|
$60,483
|
$-
|
$7,545,351
|
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
|
Stock based
compensation
|
$2,326,298
|
$-
|
$-
|
$-
|
$2,326,298
|
General and
administrative
|
2,020,493
|
666,386
|
695,901
|
-
|
3,382,780
|
Professional
fees
|
804,836
|
541,223
|
-
|
-
|
1,346,059
|
Salaries and
related benefits
|
687,415
|
4,360,258
|
51,058
|
-
|
5,098,731
|
Depreciation
expense
|
82,662
|
251,213
|
-
|
-
|
333,875
|
Total operating
expenses
|
5,921,704
|
5,819,080
|
746,959
|
-
|
12,487,743
|
|
|
|
|
|
|
Net operating
income (loss)
|
(4,750,019)
|
494,103
|
(686,476)
|
-
|
(4,942,392)
|
|
|
|
|
|
|
Other
income (expenses)
|
|
|
|
|
|
Interest
expense
|
(391,781)
|
(30,547)
|
(192,054)
|
-
|
(614,382)
|
Interest expense,
related party
|
(26,703)
|
-
|
-
|
-
|
(26,703)
|
Amortization of
debt discount
|
(2,667,733)
|
-
|
-
|
-
|
(2,667,733)
|
Amortization of
debt discount, related party
|
(28,032)
|
-
|
-
|
-
|
(28,032)
|
Amortization of
debt issue costs
|
(19,562)
|
-
|
-
|
-
|
(19,562)
|
Change in fair
value of derivative liabilities
|
(530,716)
|
-
|
-
|
-
|
(530,716)
|
Foreign exchange
adjustments
|
425,309
|
272,527
|
-
|
-
|
697,836
|
Loss on
modification of debt
|
(98,825)
|
-
|
-
|
-
|
(98,825)
|
Loss on impairment
of goodwill
|
(13,757,907)
|
-
|
-
|
-
|
(13,757,907)
|
Stock-Issuance
Costs
|
(13,400,000)
|
-
|
-
|
-
|
(13,400,000)
|
Other
income
|
-
|
2,070,877
|
-
|
-
|
2,070,877
|
Gain on settlement
of liabilities
|
115,514
|
-
|
-
|
-
|
115,514
|
Net income from
investments
|
49,710
|
-
|
-
|
-
|
49,710
|
Total other income
(expense)
|
(30,330,726)
|
2,312,857
|
(192,054)
|
-
|
(28,209,923)
|
|
|
|
|
|
|
Income tax expense
(benefit)
|
(438,104)
|
-
|
-
|
-
|
(438,104)
|
|
|
|
|
|
|
Net income
(loss)
|
$(34,642,641)
|
$2,806,960
|
$(878,530)
|
$-
|
$(32,714,211)
|
|
|
|
|
|
|
|
$(1.91)
|
|
|
|
$(0.45)
|
|
|
|
|
|
|
|
18,048,865
|
|
|
|
72,717,510
|
|
PTGI
|
Get
Charged
|
Purchase
price
|
$892,000
|
$28,200,000
|
Less: net book
value of assets
|
342,871
|
873,139
|
Excess purchase
price
|
549,129
|
27,326,861
|
Fair value
adjustments
|
-
|
|
Excess purchase
price after adjustments
|
549,129
|
27,326,861
|
Goodwill (gain on
bargain purchase)
|
549,129
|
27,326,861
|
|
Debit
|
Credit
|
|
Investment in
PTGI
|
|
892,000
|
(a)
|
Additional paid in
capital
|
891,800
|
|
(c)
|
Common
stock
|
200
|
|
(b)
|
|
Debit
|
Credit
|
|
Investment in Get
Charged
|
|
28,200,000
|
(a)
|
Additional Paid-In
Capital
|
31,053,199
|
-
|
(c)
|
Accumulated
deficit
|
|
2,853,358
|
(d)
|
Common
stock
|
159
|
|
(b)
|
|
|
|
|
In thousands
|
Six Months Ended June 30,
|
Three Months
Ended June 30,
|
||||
|
2021
|
2020
|
Increase
(Decrease)
|
2021
|
2020
|
Increase
(Decrease)
|
Net
Revenue
|
$ 236,988
|
$ 293,664
|
(56,676)
|
$ 125,869
|
$ 107,272
|
18,598
|
Cost
of revenues
|
233,922
|
289,592
|
(55,670)
|
124,416
|
105,405
|
19,010
|
Selling,
general and administrative
|
1,690
|
2,931
|
(1,241)
|
817
|
1,441
|
(624)
|
Depreciation
and amortization
|
100
|
168
|
(68)
|
50
|
83
|
(33)
|
Income
(loss) from operations
|
1,277
|
974
|
303
|
587
|
342
|
245
|
Other
operating (income) expense, including taxes
|
365
|
(298)
|
664
|
17
|
48
|
(31)
|
Net
income (loss)
|
$ 911
|
1,272
|
(361)
|
$ 570
|
$ 294
|
277
|
In
thousands
|
Six Months Ended June 30,
|
Three Months
Ended June 30,
|
||||
|
2021
|
2020
|
Increase
(Decrease)
|
2021
|
2020
|
Increase
(Decrease)
|
Net
Revenue
|
$ 3,625
|
$ 4,958
|
(1,333)
|
$ 3,616
|
$ 4,931
|
(1,314)
|
Cost
of revenues
|
2,834
|
3,585
|
(751)
|
2,832
|
3,585
|
(754)
|
Selling,
general and administrative
|
1,482
|
1,357
|
125
|
1,008
|
921
|
87
|
Depreciation
and amortization
|
48
|
59
|
(11)
|
48
|
59
|
(11)
|
Income
(loss) from operations
|
(740)
|
(44)
|
(696)
|
(271)
|
366
|
(637)
|
Other
operating (income) expense, including taxes
|
(74)
|
|
(74)
|
(78)
|
|
(78)
|
Net
income (loss)
|
$ (666)
|
(44)
|
(622)
|
$ (193)
|
$ 366
|
(559)
|
In
thousands
|
Six Months Ended June 30,
|
Three Months
Ended June 30,
|
||||
|
2021
|
2020
|
Increase
(Decrease)
|
2021
|
2020
|
Increase
(Decrease)
|
Net
investment income
|
4,261
|
-
|
4,261
|
860
|
-
|
860
|
Selling,
general and administrative
|
$ 17,607
|
$ 198
|
17,410
|
$ 12,013
|
$ 194
|
11,819
|
Income
(loss) from operations
|
(13,346)
|
(198)
|
(13,148)
|
(11,153)
|
(194)
|
(10,959)
|
Other
operating (income) expense, including taxes
|
(1,437)
|
174
|
(1,610)
|
(691)
|
184
|
(874)
|
Net
income (loss)
|
$ (11,909)
|
(371)
|
(11,538)
|
$ (10,462)
|
$ (378)
|
(10,085)
|
●
|
Charging
Stations - Our charging stations keep e-scooters organized and
charged, safeguarding pedestrians and other road
users.
|
●
|
Smart
Hub containers - Strategically located near city centers, juicers
utilize smart hub containers to create a quick e-scooter
turnover.
|
●
|
Trade
Shows: We attend industry trade shows around the globe throughout
the year. At each trade show, Charge Infrastructure markets to both
existing and potential new customers through meetings, social
gatherings and networking.
|
●
|
Business Development:
Charge Infrastructure sales team focuses on developing our business
potential around the globe through ongoing communication and
digital meetings.
|
●
|
Inbound:
Charge Infrastructure receives a large amount of inbound inquiries
from cities around the world with requests to deploy charging and
docking stations in cities and private property.
|
●
|
Press:
Due to the nature of the business and the interest in
micro-mobility in the press we market our charging stations and
services through press releases and opportunistic interviews in the
media.
|
●
|
Physical
stations: The charging and docking stations are positioned in
prominent locations in cities around the world and therefore
receive a large amount of attention.
|
●
|
Digital:
We have an SEO and digital advertising strategy to ensure that our
products can easily be found .
|
●
|
Partnerships:
We plan to partner with automobile OEMs and EV Charging
manufactures to become their preferred install and
maintainer.
|
Name
|
Age
|
Position
|
Andrew
Fox
|
49
|
Chairman of
the Board, Chief Executive Officer and Director
|
Craig
Denson
|
60
|
Chief
Operating Officer and Director
|
Leah
Schweller
|
48
|
Chief
Financial Officer
|
Philip
Scala
|
71
|
Secretary and
Director
|
Mark
LaNeve
|
62
|
President
|
Nicole
Antakli
|
49
|
Chief
Business Officer
|
Justin
Deutsch
|
44
|
Director
|
James
Murphy
|
77
|
Director
|
Baron
Davis
|
42
|
Director
|
Benjamin
Carson, Jr.
|
36
|
Director
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)5
|
All Other
Compensation
($)
|
Total
($)
|
Issac
Sutton.1
|
2019
|
—
|
—
|
—
|
—
|
—
|
Former Chief Executive Officer
|
2020
|
—
|
—
|
—
|
—
|
—
|
Philip P. Scala
2
|
|
|
|
|
|
|
Former Chief Executive Officer
|
2020
|
—
|
—
|
—
|
—
|
—
|
Andrew
Fox3
|
|
|
|
|
|
|
Chief Executive Officer
|
2020
|
—
|
—
|
4,728,751
|
—
|
4,728,751
|
|
|
|
|
|
|
|
Craig
Denson4
|
|
|
|
|
|
|
Chief Operating Officer
|
2020
|
50,000
|
300,134
|
5,381,249
|
2,596
|
5,733,979
|
Class and Basis
of Participation
|
Approximate
Number of Class
|
Employees
|
157
|
Directors
|
6
|
Independent
Contractors
|
38
|
|
(1)
|
Two of
the seven directors are an employee of the Company.
|
Name and Address
of Beneficial Owner
|
Shares
of
Common
Stock
Beneficially
Owned
|
Percentage
of
Class
Outstanding
(1)
|
Security Ownership of Certain
Beneficial Owners:
|
|
|
Kenneth Orr
(2)
|
18,325,848
|
10.02%
|
Gabriel 613
Trust (3)
|
35,593,906
|
19.45%
|
KORR Value, LP
(4)
|
12,227,168
|
6.66%
|
Mt. Whitney
Securities LLC (5)
|
12,681,567
|
6.51%
|
Arena Structured
Private Investments LLC
(6)
|
16,458,782
|
8.29%
|
Andrew Fox
(7)
|
35,832,600
|
19.05%
|
P&G Gershon LLC
(8)
|
11,899,307
|
6.50%
|
Security Ownership
of Management and Directors:
|
|
|
Andrew Fox
(7)
|
35,832,600
|
19.05%
|
Craig
Denson(9)
|
5,250,000
|
2.79%
|
Phil
Scala(10)
|
1,111,887
|
*
|
Justin
Deutsch(11)
|
1,274,768
|
*
|
James
Murphy(12)
|
50,000
|
*
|
Baron
Davis(13)
|
419,705
|
*
|
Benjamin Carson Jr.
(14)
|
96,634
|
*
|
Executive officers
and directors as a group — 10
persons
|
|
|
(6)
|
Includes
15,555,556 shares of common stock issuable upon conversion of
outstanding promissory notes. Arena Investors, LP is the investment
adviser of, and may be deemed to beneficially own securities owned
by this entity (the “Investment Advisor”). Arena
Investors GP, LLC is the general partner of, and may be deemed to
beneficially own securities owned by the Investment Advisor. By
virtue of his position as the chief executive officer of the
general partner of the holder and the Investment Manager, Daniel
Zwirn may be deemed to beneficially own securities owned by this
selling shareholder. Each of Mr. Zwirn, the Investment Advisor and
the managing member share voting and disposal power over the shares
held by the entity described above. Each of the persons set forth
above other than applicable entity holding such shares disclaims
beneficial ownership of the shares beneficially owned by such
entity and this disclosure shall not be construed as an admission
that any such person or entity is the beneficial owner of any such
securities. The address for the entities set forth above is 405
Lexington Avenue, 59th Floor, New York, New York 10174.
|
(7)
|
|
(8)
|
Dan
Waldman has sole voting and dispositive power over the shares held
by this entity. The address for this entity is 100 Riverside Drive,
New York, NY 10024.
|
(9)
|
Includes
5,250,000 shares of common stock issuable upon
exercise of options that are issued in the name of Mr.
Denson's wife.
|
(10)
|
Includes
50,000 shares of common stock issuable upon exercise of options
|
(11)
|
Includes 350,000 shares of common stock issuable upon exercise of
options
|
(12)
|
Includes 50,000 shares of
common stock issuable upon exercise of
options
|
(13)
|
Includes 250,000
shares of common stock issuable upon exercise of
options
|
(14)
|
Shares are held indirectly through Phoenix Family Holdings, LLC.
Mr. Carson is the President of Phoenix Family Holdings, LLC and has
voting and dispositive power over the shares held by this entity.
The address for Phoenix Family Holdings LLC is 3804 Elmwood Towne
Way, Alexandria, VA 22303.
|
Shares
of Common Stock Beneficially Owned after the Offering
|
||||
Name of Selling
Shareholder
|
Number of
Shares
of
Common Stock
Beneficially
Owned
Prior to
Offering
|
Maximum Number
of
Shares of
Common
Stock to be Sold
Pursuant
to
this Prospectus
|
Number of
Shares
Owned
After
the
Offering
|
Percentage of
Class
|
Mt. Whitney
Securities, LLC (1)(2)
|
12,681,567
|
12,681,567
|
--
|
--
|
Arena Originating
Co., LLC (1)(3)
|
1,437,878
|
1,437,878
|
--
|
--
|
Arena Special
Opportunities Fund, LP (1)(4)
|
7,903,662
|
7,903,662
|
--
|
--
|
Arena Special
Opportunities Partners I, LP (1)(5)
|
3,875,895
|
3,875,895
|
--
|
--
|
Arena Structured
Private Investments LLC (1)(6)
|
16,458,472
|
16,458,472
|
--
|
--
|
Consolidated Financial Statements
|
|
Consolidated Balance Sheets at June 30, 2021 (Unaudited) and
December 31, 2020
|
F-3
|
Consolidated Statements of Operations (Unaudited) for the three and
six months ended June 30, 2021 and 2020
|
F-4
|
Consolidated Statements of Comprehensive (Loss) income (unaudited)
for the six months ended June 30, 2021 and 2020
|
F-5
|
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited) for the six months ended June 30, 2021 and
2020
|
F-6-F-7
|
Consolidated Statements of Cash Flows (Unaudited) for the six
months ended June 30, 2021 and 2020
|
F-8
|
Notes to Unaudited Consolidated Financial
Statements
|
F-9
|
Consolidated Financial Statements
|
|
Consolidated Balance Sheets at December 31, 2020 and December 31,
2019
|
F-33
|
Consolidated Statements of Operations for the years ended December
31, 2020 and December 31, 2019
|
F-34
|
Consolidated Statements of Comprehensive Loss at December 31, 2020
and 2019
|
F-35
|
Consolidated Statements of Changes in Stockholders’ Equity
(Deficit) for the years ended December 31, 2020 and
2019
|
F-36
|
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and
2019
|
F-37
|
Notes to Consolidated Financial Statements
|
F-38
|
Consolidated Financial Statements
|
|
Report
of the Independent Accountant
|
F-77
|
Consolidated
Balance Sheets
|
F-78
|
Consolidated
Statements of Operations
|
F-79
|
Consolidated
Statement of Comprehensive Income
|
F-80
|
Consolidated
Statements of Changes in Stockholder’s Equity
(Deficit)
|
F-81
|
Consolidated
Statements of Cash Flows
|
F-82
|
Notes
to the Financial Statements
|
F-83
|
Consolidated Financial Statements
|
|
Report
of Independent Registered Public Accountancy Firm
|
F-91
|
Consolidated
Balance Sheets at December 31, 2019 and December 31,
2018
|
F-92
|
Consolidated
Statements of Operations for the years ended December 31, 2019 and
2018
|
F-93
|
Consolidated
Statements of Comprehensive Income (Loss)
|
F-94
|
Consolidated
Statement of Changes in Stockholder’s Equity (Deficit) for
the years ended December 31, 2019 and 2018
|
F-95
|
Consolidated
Statements of Cash Flows for the years December 31, 2019 and
2018
|
F-96
|
Notes
to Consolidated Financial Statements
|
F-97
|
GetCharged, Inc.
|
|
Unaudited Condensed
Financial Statements as of September 30, 2020
|
|
Balance
Sheet
|
F-104
|
Statement
of Income
|
F-105
|
Statement
of Changes in Stockholders’ Equity
|
F-106
|
Statement
of Cash Flows
|
F-107
|
Notes
to Financial Statements
|
F-108
|
Audited
Consolidated Financial Statements for the year ended December 31,
2019
|
|
Independent
Auditor's Report
|
F-111
|
Balance
Sheet For the Years Ended December 31, 2019
|
F-112
|
Statement
of Income For the Years Ended December 31, 2019
|
F-113
|
Statement
of Changes in Stockholders’ Equity For the Years Ended
December 31, 2019
|
F-114
|
Statement
of Cash Flows For the Years Ended December 31, 2019
|
F-115
|
Notes
to Financial Statements
|
F-116
|
Audited
Consolidated Financial Statements for the year ended December 31,
2018
|
|
Independent
Auditor's Report
|
F-123
|
Balance
Sheet For the Years Ended December 31, 2018
|
F-124
|
Statement
of Income For the Years Ended December 31, 2018
|
F-125
|
Statement
of Changes in Stockholders’ Equity For the Years Ended
December 31, 2018
|
F-126
|
Statement
of Cash Flows For the Years Ended December 31, 2018
|
F-127
|
Notes
to Financial Statements
|
F-128
|
CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND
GOIP GLOBAL, INC.) AND SUBSIDIARIES
|
||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||
UNAUDITED
|
||||
|
|
|
|
|
|
For the three
months ended June 30,
|
For the six
months ended June 30,
|
||
|
2021
|
2020
|
2021
|
2020
|
|
|
|
|
|
Revenues
|
$ 129,485,476
|
$ -
|
$ 240,613,117
|
$ -
|
Cost of Goods Sold
|
127,247,295
|
-
|
236,756,615
|
-
|
Gross Margin
|
2,238,181
|
-
|
3,856,502
|
-
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
Stock based
compensation
|
9,230,400
|
-
|
13,793,596
|
-
|
General and
administrative
|
3,027,716
|
3,576
|
4,327,003
|
5,724
|
Professional
fees
|
(211,965)
|
191,860
|
35,187
|
191,860
|
Salaries and
related benefits
|
1,791,076
|
(1,442)
|
2,623,460
|
-
|
Depreciation
expense
|
97,956
|
-
|
147,903
|
-
|
Total operating
expenses
|
13,935,183
|
193,994
|
20,927,149
|
197,584
|
|
|
|
|
|
Net operating
loss
|
(11,697,002)
|
(193,994)
|
(17,070,647)
|
(197,584)
|
|
|
|
|
|
Other
income (expenses):
|
|
|
|
|
Interest
expense
|
(267,681)
|
(44,672)
|
(448,683)
|
(44,995)
|
Interest
income
|
-
|
3,728
|
|
3,728
|
Amortization of
debt discount
|
(920,914)
|
(38,757)
|
(982,788)
|
(38,757)
|
Amortization of
debt discount, related party
|
-
|
-
|
(95,127)
|
-
|
Amortization of
debt issue costs
|
(10,438)
|
(4,437)
|
(10,438)
|
(4,437)
|
Change in fair
value of derivative liabilities
|
(70)
|
(828)
|
(400)
|
(828)
|
Foreign exchange
adjustments
|
(61,234)
|
-
|
(512,712)
|
-
|
Loss on
modification of debt
|
-
|
(98,825)
|
-
|
(98,825)
|
Gain on settlement
of accounts payable
|
-
|
-
|
-
|
10,590
|
|
|
|
|
|
Net income from
investments
|
859,614
|
-
|
4,261,328
|
-
|
Total other
expenses
|
(400,723)
|
(183,791)
|
2,211,180
|
(173,524)
|
|
|
|
|
|
Income tax benefit
(expense)
|
2,012,748
|
-
|
3,195,383
|
-
|
|
|
|
|
|
Net
loss
|
$ (10,084,977)
|
$ (377,785)
|
$ (11,664,084)
|
$ (371,108)
|
|
|
|
|
|
Basic loss per share
|
$ (0.07)
|
$ (0.03)
|
$ (0.08)
|
$ (0.03)
|
|
|
|
|
|
Weighted average number of shares outstanding,
basic
|
151,120,416
|
12,175,875
|
149,463,702
|
11,754,097
|
|
|
|
|
|
Diluted loss per share
|
$ (0.07)
|
$ (0.01)
|
$ (0.08)
|
$ (0.01)
|
|
|
|
|
|
Weighted average number of shares outstanding, basic and
diluted
|
151,120,416
|
37,127,390
|
149,463,702
|
36,705,612
|
CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND
GOIP GLOBAL, INC.) AND SUBSIDIARIES
|
||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
||||||
UNAUDITED
|
|
Six Months Ended June 30,
|
|
|
2021
|
2020
|
Net
(loss) income
|
$ (11,664,084)
|
$ (371,108)
|
Other
comprehensive income
|
|
|
Foreign
currency translation adjustment
|
(82,086)
|
-
|
Other
comprehensive income
|
(82,086)
|
-
|
Comprehensive
income
|
$ (11,746,170)
|
$ (371,108)
|
CHARGE ENTERPRISES, INC.
|
|||||||||||||||||||||||||
(FORMALLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND
SUBSIDIARIES
|
|||||||||||||||||||||||||
STATEMENTS
OF STOCKHOLDERS' EQUITY (UNAUDITED)
|
|||||||||||||||||||||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2021
|
|
Preferred
Stock
|
Common
Stock
|
Common
Stock to be Issued
|
Additional
Paid-In
|
Accumulated
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Other
Comprehensive Income
|
Deficit
|
Total
|
Balance, January
1, 2021
|
1,000,000
|
$ 1,000
|
140,018,383
|
$ 140,018
|
13,425,750
|
$ 13,426
|
$ 72,583,222
|
$ 60,375
|
$ (52,144,946)
|
$ 20,653,095
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock from prior
year issued
|
-
|
-
|
8,700,000
|
8,700
|
(8,700,000)
|
(8,700)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
services
|
-
|
-
|
66,092
|
66
|
-
|
-
|
167,282
|
-
|
-
|
167,348
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt and accrued
interest
|
-
|
-
|
644,499
|
644
|
3,478,795
|
3,479
|
1,006,527
|
-
|
-
|
1,010,650
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
4,563,197
|
-
|
-
|
4,563,197
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(19,456)
|
(1,579,107)
|
(1,598,563)
|
|
|
-
|
|
|
|
|
|
|
|
|
Balance, March
31, 2021
|
1,000,000
|
1,000
|
149,428,974
|
149,428
|
8,204,545
|
8,205
|
78,320,228
|
40,919
|
(53.724,053)
|
24,795,727
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock from prior
period issued
|
-
|
-
|
2,783,089
|
2,783
|
(2,783,089)
|
(2,783)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for
services
|
-
|
-
|
67,000
|
67
|
-
|
-
|
111,488
|
-
|
-
|
111,555
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
expense
|
-
|
-
|
-
|
-
|
-
|
-
|
9,230,399
|
-
|
-
|
9,230,399
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued in connection with
debt
|
-
|
-
|
-
|
-
|
-
|
-
|
2,654,300
|
-
|
-
|
2,654,300
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liability reclassed to
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
750,000
|
-
|
-
|
750,000
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(62,630)
|
(10,084,977)
|
(10,147,607)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June
30, 2021
|
1,000,000
|
$ 1,000
|
152,279,063
|
$ 152,278
|
5,421,456
|
$ 5,422
|
$ 91,066,415
|
$ (21,711)
|
$ (63,809,030)
|
$ 27,394,374
|
CHARGE ENTERPRISES, INC.
|
|||||||||||||||||||||||||
(FORMALLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND
SUBSIDIARIES
|
|||||||||||||||||||||||||
STATEMENTS
OF STOCKHOLDERS' EQUITY (UNAUDITED)
|
|||||||||||||||||||||||||
FOR
THE SIX MONTHS ENDED JUNE 30, 2020
|
|
Preferred
Stock
|
Common
Stock
|
Common
Stock to be Issued
|
Additional
Paid-In
|
Accumulated
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Other
Comprehensive Income
|
Deficit
|
Total
|
Balance, January
1, 2020
|
2,618,251
|
$ 2,618
|
9,516,329
|
$ 9,516
|
3,224,949
|
3,225
|
$ 17,150,994
|
$ -
|
$ (17,502,305)
|
$ (335,952)
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common stock from prior
year issued
|
-
|
-
|
2,455,104
|
2,455
|
(2,455,104)
|
(2,455)
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Series E Preferred
Stock
|
125,000
|
125
|
-
|
-
|
-
|
-
|
12,375
|
-
|
-
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6,677
|
6,677
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March
31, 2020
|
2,743,251
|
2,743
|
11,971,433
|
11,971
|
769,845
|
770
|
17,163,369
|
-
|
(17,495,628)
|
(316,775)
|
|
|
|
|
|
|
|
|
|
|
|
Series D
Preferred stock issued in merger with Transworld Enterprises,
Inc.
|
1,000,000
|
1,000
|
-
|
-
|
-
|
-
|
(1,794)
|
-
|
-
|
(794)
|
|
|
|
|
|
|
|
|
|
|
|
Series F
Preferred stock issued in merger with Transworld Enterprises,
Inc.
|
1,000,000
|
1,000
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
Series G Preferred stock issued in
connection with Convertible Notes
|
8
|
-
|
-
|
-
|
-
|
-
|
143,339
|
-
|
-
|
143,339
|
|
|
|
|
|
|
|
|
|
|
|
Series B Preferred stock
cancelled
|
(200,000)
|
(200)
|
-
|
-
|
-
|
-
|
200
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Series C Preferred stock
cancelled
|
(2,000,000)
|
(2,000)
|
-
|
-
|
-
|
-
|
2,000
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Loss on modification of
debt
|
-
|
-
|
-
|
-
|
-
|
-
|
98,825
|
-
|
-
|
98,825
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(377,785)
|
(377,785)
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June
30, 2020
|
2,543,259
|
$ 2,543
|
11,971,433
|
$ 11,971
|
769,845
|
770
|
$ 17,405,939
|
$ -
|
$ (17,873,413)
|
$ (452,190)
|
|
|
|
|
|
|
|
|
|
|
|
CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND
GOIP GLOBAL, INC.) AND SUBSIDIARIES
|
||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||
UNAUDITED
|
||
|
For the Six
Months Ended June 30,
|
|
|
2021
|
2020
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$ (11,664,084)
|
$ (371,108)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
147,903
|
-
|
Stock-based
compensation
|
13,819,067
|
-
|
Stock
issued for services
|
278,903
|
-
|
Change
in fair value of derivative liabilities
|
400
|
828
|
Amortization
of debt discount
|
982,788
|
38,757
|
Amortization
of debt discount, related party
|
95,127
|
-
|
Amortization
of debt issue costs
|
10,438
|
4,437
|
Loss
on foreign currency exchange
|
533,663
|
-
|
Income
Tax Benefit
|
(3,195,383)
|
-
|
Loss
on modification of debt
|
-
|
98,825
|
Net
income from investments
|
(4,261,328)
|
-
|
Changes in working
capital requirements:
|
|
|
Accounts
receivable
|
5,630,739
|
-
|
Accrued
revenue
|
(654,303)
|
-
|
Inventory
|
(25,759)
|
-
|
Prepaids
and other current assets
|
2,317,539
|
(90,000)
|
Other
assets
|
(103,260)
|
-
|
Accounts
payable
|
(3,031,568)
|
(12,831)
|
Accrued
expenses
|
482,204
|
-
|
Accrued
interest
|
-
|
36,767
|
Accrued
interest, related party
|
-
|
6,389
|
Interest
receivable
|
-
|
(3,728)
|
Other
comprehensive income
|
(82,086)
|
-
|
Related
party advances
|
-
|
(65,831)
|
Net
cash used in operating activities
|
1,281,000
|
(357,495)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Acquisition of
fixed assets
|
(801,254)
|
-
|
Purchase of
marketable securities
|
(42,529,309)
|
-
|
Sale of marketable
securities
|
39,731,309
|
-
|
Purchase of
non-marketable securities
|
(100,000)
|
-
|
Investment in
ANS
|
(12,948,324)
|
-
|
Cash acquired in
acquisition
|
40,940
|
-
|
Cash issuance for
notes receivable
|
-
|
(405,000)
|
Net
cash (used in) provided by investing activities
|
(16,606,638)
|
(405,000)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Cash receipts from
issuance of notes payable
|
10,000,000
|
12,500
|
Cash receipts from
issuance of convertible notes payable
|
5,000,000
|
2,670,000
|
Cash receipts from
issuance of convertible notes payable, related
party
|
-
|
495,000
|
Repayment of line
of credit
|
(703,650)
|
-
|
Repayment on
capital lease
|
(7,525)
|
-
|
Cash paid for
contingent liability
|
(61,232)
|
-
|
Net
cash provided by financing activities
|
14,227,593
|
3,177,500
|
|
|
|
Foreign currency
adjustment
|
(485,222)
|
-
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
(1,583,267)
|
2,415,005
|
CASH,
BEGINNING OF PERIOD
|
11,629,303
|
31
|
CASH,
END OF PERIOD
|
$ 10,046,036
|
$ 2,415,036
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
Cash paid for
interest expense
|
$ 247,900
|
$ -
|
Cash paid for
income taxes
|
$ -
|
$ -
|
|
|
|
Non-cash operating
and financing activities:
|
|
|
Goodwill
acquired in a business combination through the issuance of
stock
|
$ 13,418,172
|
$ 1,528,947
|
Issuance
of Series B Preferred Stock for acquisition
|
$ 6,850,000
|
$ -
|
Debit
discount associated with convertible notes
|
$ 4,296,911
|
$ 499,669
|
Series
G Preferred Stock issued in connection with convertible notes
financing
|
$ -
|
$ 143,339
|
2.
|
Summary of significant accounting policies
|
Description
|
Level
1
|
Level
2
|
Level
3
|
|
|
|
|
Assets
|
|
|
|
Marketable
securities
|
$ 10,170,036
|
$ —
|
$ —
|
|
|
|
|
Liabilities
|
|
|
|
Derivative
liabilities
|
—
|
—
|
—
|
|
|
3.
|
Concentration of credit risks
|
4.
|
Fixed assets
|
5.
|
Marketable securities and other investments
|
|
Brokerage Account
|
Other Securities
|
Cost
|
$ 9,720,169
|
$ 200,000
|
Gross
unrealized gain
|
347,867
|
57,000
|
Gross
unrealized loss
|
-
|
(75,800)
|
Sale
of 20,000 shares
|
|
(79,200)
|
Fair
value
|
$ 10,068,036
|
$ 102,000
|
|
|
|
6.
|
Business acquisitions
|
Consideration
|
|
60,000,000 shares
of common stock, valued at $0.47 per share, issued to the
sellers
|
$ 28,200,000
|
Total
consideration
|
$ 28,200,000
|
|
|
Fair
values of identifiable net assets and
liabilities:
|
|
Assets
|
|
Cash
|
$ 92,035
|
Equipment
|
1,145,854
|
Deposit
|
250
|
Total
assets
|
1,238,139
|
|
|
Liabilities:
|
|
Notes
payable
|
365,000
|
|
|
Total
fair value of identifiable net assets and
liabilities
|
$ 873,139
|
|
|
Initial
goodwill (consideration given minus fair value of identifiable net
assets and liabilities
|
$ 27,326,861
|
|
|
Consideration
|
|
Cash
|
$ 892,000
|
Total
consideration
|
$ 892,000
|
|
|
Fair
values of identifiable net assets and
liabilities:
|
|
Assets
|
|
Cash
|
$ 13,097,577
|
Accounts
receivable
|
38,801,052
|
Prepaids
|
202,854
|
Other current
assets
|
376,606
|
Fixed
assets
|
508,371
|
Other
assets
|
12,907,636
|
Total
assets
|
65,894,096
|
|
|
Liabilities:
|
|
Accounts
payable
|
51,521,208
|
Accrued
liabilities
|
1,108,397
|
Other
liabilities
|
12,921,620
|
Total
liabilities
|
65,551,225
|
|
|
Total
fair value of identifiable net assets and
liabilities
|
$ 342,871
|
|
|
Goodwill
(consideration given minus fair value of identifiable net assets
and liabilities)
|
$ 549,129
|
|
|
Consideration
|
|
Cash
|
$ 12,948,324
|
Series
B Preferred Stock (2,395,105 Shares)
|
6,850,000
|
Total
consideration
|
$ 19,798,324
|
|
|
Fair values of identifiable net assets and
liabilities:
|
|
Assets
|
|
Cash
|
$ 458
|
Accounts
receivable
|
6,491,734
|
Inventory
|
170,785
|
Deposits
& Prepaids
|
512,285
|
Other
current assets
|
2,288,715
|
Accrued
revenue
|
1,620,139
|
Capital
lease
|
229,253
|
Operating
lease
|
603,284
|
Fixed
assets
|
680,119
|
Total
assets
|
12,596,772
|
|
|
Liabilities:
|
|
Accounts
payable
|
2,638,234
|
Accrued
liabilities
|
1,013,906
|
Capital
lease liability
|
175,993
|
Operating
lease liability
|
603,284
|
Line
of credit
|
1,785,203
|
Total
liabilities
|
6,216,620
|
|
|
Total fair value of identifiable net assets and
liabilities
|
$ 6,380,152
|
|
|
Goodwill (consideration given minus fair value of identifiable net
assets and liabilities)
|
$ 13,418,172
|
|
|
7.
|
Note receivable
|
8.
|
Related party payables
|
9.
|
Convertible notes payable
|
|
June 30,
|
December 31,
|
Convertible
Notes Payable
|
2021
|
2020
|
Convertible
notes payable issued May 8, 2020 (8% interest)
|
$ 3,000,000
|
$ 3,000,000
|
Convertible
notes payable issued April 30, 2020 (8%
interest)
|
-
|
227,525
|
Convertible
notes payable issued August 25, 2020 (8%
interest)
|
220,000
|
386,667
|
Convertible
notes payable issued August 27, 2020 (8%
interest)
|
-
|
288,889
|
Convertible
notes payable issued September 14, 2020 (8%
interest)
|
49,777
|
49,777
|
Convertible
notes payable issued November 30, 2020 (8%
interest)
|
3,888,889
|
3,888,889
|
Convertible
notes payable issued May 19, 2021 (8% interest)
|
5,610,000
|
-
|
Convertible notes
payable issued April 30, 2021 (8% interest)
|
66,400
|
-
|
Total
face value
|
12,835,066
|
7,841,747
|
Less:
unamortized discount and debt issue costs
|
(6,787,556)
|
(4,457,658)
|
Carrying
value
|
$ 6,047,510
|
$ 3,384,089
|
|
|
|
|
May 8, 2020 Notes
|
Sutton Global
|
August 25, 2020 - September 14, 2020 Notes
|
November 2020 Financing
|
May 2021 Financing
|
Total
|
Original
issue discount
|
$ 300,000
|
$ -
|
$ 41,444
|
$ 388,889
|
$ 610,000
|
$ 1,340,333
|
Beneficial
conversion feature
|
-
|
-
|
87,289
|
3,286,585
|
-
|
3,373,874
|
Series
G convertible preferred stock
|
2,361,099
|
-
|
-
|
-
|
-
|
2,361,099
|
Warrants
(Equity)
|
120,017
|
-
|
238
|
-
|
2,654,302
|
2,774,557
|
Common
stock
|
-
|
-
|
-
|
213,415
|
-
|
213,415
|
Day
one derivative expense
|
(529,537)
|
-
|
-
|
-
|
-
|
(529,537)
|
Derivative
liability
|
748,421
|
-
|
-
|
-
|
-
|
748,421
|
Convertible
promissory note, carrying value
|
-
|
300,000
|
307,473
|
-
|
2,345,698
|
2,953,171
|
Face
value
|
$ 3,000,000
|
$ 300,000
|
$ 436,444
|
$ 3,888,889
|
$ 5,610,000
|
$ 13,235,333
|
10.
|
Convertible notes payable, related parties
|
|
June 30,
|
December 31,
|
Convertible
Notes Payable, Related Parties
|
2021
|
2020
|
Convertible
notes payable issued May 8, 2020 (8% interest)
|
$ -
|
$ 261,111
|
Convertible
notes payable issued September 2, 2020 (8%
interest)
|
-
|
110,000
|
Total
face value
|
-
|
371,111
|
Less:
unamortized discount and debt issue costs
|
-
|
(95,127)
|
Carrying
value
|
$ -
|
$ 275,984
|
|
KORR Value Notes
|
9 Madison Inc. Notes
|
Total
|
Original
issue discount
|
$ 55,000
|
$ 10,000
|
$ 65,000
|
Beneficial
conversion feature
|
|
66,000
|
66,000
|
Warrants
(Equity)
|
96,879
|
61
|
96,940
|
Convertible
promissory note, carrying value
|
398,121
|
33,939
|
432,060
|
Face
value
|
$ 550,000
|
$ 110,000
|
$ 660,000
|
11.
|
Line of credit
|
12.
|
Notes payable
|
13.
|
Derivative liabilities
|
The financings giving
rise to derivative financial instruments and the gain (loss)
effects:
|
Three Months Ended
June 30, 2021
|
Change
in fair value of derivative liabilities
|
$ (70)
|
Day-one
derivative expense
|
-
|
Total
|
$ (70)
|
|
|
June 30, 2021
|
|
December 31, 2020
|
Future value
(hurdle return)
|
|
NA
|
|
$
750,000
|
Number of periods
(remaining days to June 1, 2021 true-up date)
|
|
NA
|
|
152
days
|
Interest rate
(discount rate)*
|
|
NA
|
|
0.13%
|
|
As of
June 30, 2021
|
|
Balances
at beginning of period
|
$ 749,600
|
$ -
|
Issuances:
|
|
|
Embedded
derivatives
|
-
|
748,421
|
Changes
in fair value inputs and assumptions reflected in
income
|
400
|
1,179
|
Reclass
to additional paid-in capital
|
(750,000)
|
|
|
|
|
Balances
at end of period
|
$ 0
|
$ 749,600
|
|
|
|
14.
|
Operating lease liability and right-of-use
asset
|
Name
|
Location
|
Lease end date
|
Albany
|
12
Elmwood Road, Albany, New York 12204-3025
|
May
21, 2026
|
Columbus
|
7099
Huntley Road Unit 103, Columbus, Ohio 43215
|
April
30, 2022
|
Philadelphia
|
2100
Byberry Road, Philadelphia, PA 19116
|
April
30, 2022
|
15.
|
Reportable segments
|
|
Six Months Ended
June 30,
|
Three Months
Ended
June
30,
|
||
|
2021
|
2020
|
2021
|
2020
|
Loss
from operations
|
$ (17,070,647)
|
$ (197,584)
|
$ (11,697,002)
|
$ (193,994)
|
Interest
expense
|
(448,683)
|
(44,995)
|
(267,681)
|
(44,672)
|
Interest
income
|
-
|
3,728
|
-
|
3,728
|
Amortization
of debt discount
|
(982,788)
|
(38,757)
|
(920,914)
|
(38,757)
|
Amortization
of debt discount, related party
|
(95,127)
|
-
|
-
|
-
|
Amortization
of debt issue costs
|
(10,438)
|
(4,437)
|
(10,438)
|
(4,437)
|
Change
in fair value of derivative liabilities
|
(400)
|
(828)
|
(70)
|
(828)
|
Foreign
exchange adjustments
|
(512,712)
|
-
|
(61,234)
|
-
|
Loss
on modification of debt
|
-
|
(98,825)
|
-
|
(98,825)
|
Gain
on settlement of accounts payable
|
-
|
10,590
|
-
|
-
|
Loss
on sale of investments
|
(3,198)
|
-
|
(3,198)
|
-
|
Net
income from investments
|
4,264,526
|
-
|
862,812
|
-
|
Loss
from operations before income taxes
|
(14,859,467)
|
(371,108)
|
(12,097,725)
|
(377,785)
|
Income
tax (expense) benefit
|
3,195,383
|
-
|
2,012,748
|
-
|
Net
income (loss)
|
$ (11,664,084)
|
$ (371,108)
|
$ (10,084,977)
|
$ (377,785)
|
|
Six Months Ended
June 30,
|
Three Months
Ended
June
30,
|
||
|
2021
|
2020
|
2021
|
2020
|
Depreciation
and Amortization
|
|
|
|
|
Telecommunications
|
$ 99,595
|
$ -
|
$ 49,048
|
$ -
|
Infrastructure
|
48,308
|
-
|
48,908
|
-
|
Investments
|
-
|
-
|
-
|
-
|
Total
|
$ 147,903
|
$ -
|
$ 97,956
|
$ -
|
|
Six Months Ended
June 30,
|
|
|
2021
|
2020
|
Capital
Expenditures
|
|
|
Telecommunications
|
$ -
|
$ -
|
Infrastructure
|
801,254
|
-
|
Investments
|
-
|
-
|
Total
|
$ 801,254
|
$ -
|
|
June
30,
|
December
31,
|
|
2021
|
2020
|
Investments
|
|
|
Telecommunications
|
$ -
|
$ -
|
Infrastructure
|
148,485
|
149,262
|
Investments
|
10,270,036
|
3,249,710
|
Total
|
$ 10,418,521
|
$ 3,398,972
|
16.
|
Equity
|
|
|
Weighted
|
|
|
Average
|
|
Shares
|
Exercise Price
|
|
|
|
Options
outstanding January 1, 2021
|
20,500,000
|
$ 0.51
|
Options
granted
|
17,715,000
|
$ 2.29
|
Options
exercised
|
0
|
-
|
Options
cancelled
|
0
|
-
|
Options
outstanding at June 30, 2021
|
38,215,000
|
$ 1.48
|
Options
exercisable at June 30, 2021
|
4,872,500
|
$ 1.54
|
17.
|
Commitments and contingencies
|
18.
|
Subsequent events
|
|
December
31,
|
December
31,
|
|
2020
|
2019
|
ASSETS
|
|
|
Current assets
|
|
|
Cash
and cash equivalents
|
$11,629,303
|
$31
|
Accounts
receivable, net
|
64,129,327
|
-
|
Deposits
and prepaids
|
370,081
|
-
|
Other
current assets net
|
227,307
|
-
|
Marketable
securities
|
2,992,710
|
-
|
Investment in
Oblong (OBLG)
|
257,000
|
-
|
Investment in
MPS
|
149,262
|
-
|
Total
current assets
|
79,754,990
|
31
|
|
|
|
Property,
plant and equipment, net
|
1,774,176
|
-
|
Non-current
assets
|
259,157
|
-
|
Goodwill
|
17,175,990
|
-
|
Deferred
tax asset
|
443,006
|
-
|
Total
assets
|
$99,407,319
|
$31
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$69,914,181
|
$33,952
|
Accrued
liabilities
|
785,172
|
-
|
Deferred
revenue
|
3,455,886
|
-
|
Convertible
notes payable, net of discount
|
1,436,144
|
-
|
Convertible
notes payable, related parties, net of discount
|
275,984
|
-
|
Related
party payable
|
189,312
|
302,031
|
Derivative
liabilities
|
749,600
|
-
|
Total
current liabilities
|
76,806,279
|
335,983
|
|
|
|
Non-current
liabilities:
|
|
|
Convertible
notes payable, net of discount
|
1,947,945
|
-
|
Total
liabilities
|
78,754,224
|
335,983
|
|
|
|
Commitments
and contingencies
|
|
|
|
|
|
Stockholder's Equity (Deficit)
|
|
|
Preferred stock,
$0.001 par value, 10,000,000 shares authorized;
|
|
|
Series
A: 1,000,000 authorized; 1,000,000 and 0 shares issued and
outstanding at December 31, 2020 and 2019
|
1,000
|
-
|
Series
B: 1,000,000 shares authorized; 0 and 200,000 shares issued and
outstanding at December 31, 2020 and 2019
|
-
|
200
|
Series
C: 5,000,000 authorized; 0 and 2,000,000 shares issued and
outstanding at December 31, 2020 and 2019
|
-
|
2,000
|
Series
D: 1,000,000 authorized; 0 shares issued and outstanding at
December 31, 2020 and 2019
|
-
|
-
|
Series
E: 1,000,000 authorized; 0 and 418,251 shares issued and
outstanding at December 31, 2020 and 2019
|
-
|
418
|
Series
F: 1,000,000 authorized; 0 shares issued and outstanding at
December 31, 2020 and 2019
|
-
|
-
|
Series
G: 100,000 authorized; 0 shares issued and outstanding at December
31, 2020 and 2019
|
|
-
|
Common stock,
$0.001 par value; 6,800,000,000 shares authorized 140,018,383 and
9,516,329 issued and outstanding at December 31, 2020 and
2019
|
140,018
|
9,516
|
Common
stock to be issued, 13,425,750 and 3,224,949 shares at December 31,
2020
|
13,426
|
3,225
|
Additional
paid in capital
|
72,583,222
|
17,150,994
|
Accumulated
other comprehensive income
|
60,375
|
-
|
Accumulated
deficit
|
(52,144,946)
|
(17,502,305)
|
Total
stockholders' equity (deficit)
|
20,653,095
|
(335,952)
|
Total
liabilities and stockholders' equity (deficit)
|
99,407,319
|
31
|
|
For the years ended
December 31,
|
|
|
2020
|
2019
|
|
|
|
Net
Revenues
|
$84,726,026
|
$-
|
Cost of Goods Sold
|
83,554,341
|
-
|
Gross Margin
|
1,171,685
|
-
|
|
|
|
Operating
expenses
|
|
|
Stock based
compensation
|
2,326,298
|
-
|
General and
administrative
|
2,020,493
|
50,028
|
Professional
fees
|
804,836
|
-
|
Salaries and
related benefits
|
687,415
|
131,970
|
Depreciation
expense
|
82,662
|
-
|
Total operating
expenses
|
5,921,704
|
181,998
|
|
|
|
Net operating
loss
|
(4,750,019)
|
(181,998)
|
|
|
|
Other
income (expenses):
|
|
|
Interest
expense
|
(391,781)
|
(28,124)
|
Interest expense,
related party
|
(26,703)
|
-
|
Amortization of
debt discount
|
(2,667,733)
|
(138,922)
|
Amortization of
debt discount, related party
|
(28,032)
|
-
|
Amortization of
debt issue costs
|
(19,562)
|
-
|
Stock-Issuance
Costs
|
(13,400,000)
|
-
|
Change in fair
value of derivative liabilities
|
(530,716)
|
56,628
|
Change in fair
value of convertible debt
|
0
|
-
|
Foreign exchange
adjustments
|
425,309
|
-
|
Loss on
modification of debt
|
(98,825)
|
-
|
Loss on impairment
of goodwill
|
(13,757,907)
|
-
|
Gain on settlement
of liabilities
|
115,514
|
-
|
Net income from
investments
|
49,710
|
-
|
Total other
expenses
|
(30,330,726)
|
(110,418)
|
|
|
|
Net loss before
income taxes
|
(35,080,745)
|
(292,416)
|
|
|
|
Income tax benefit
(expense)
|
438,104
|
-
|
|
|
|
Net income
(loss)
|
$(34,642,641)
|
$(292,416)
|
|
|
|
Basic loss per share
|
$(1.92)
|
$(0.03)
|
|
|
|
Weighted average number of shares outstanding, basic
|
18,049,003
|
8,879,041
|
|
|
|
Diluted loss per share
|
$(1.92)
|
$(0.03)
|
|
|
|
Weighted average number of shares outstanding, basic and
diluted
|
18,049,003
|
8,879,041
|
|
|
|
|
Years
Ended December 31,
|
|
|
2020
|
2019
|
Net
loss
|
$(34,642,641)
|
$(292,416)
|
Other
comprehensive income
|
|
|
Foreign
currency translation adjustment, net of tax
|
60,375
|
-
|
Other
comprehensive income
|
60,375
|
-
|
Comprehensive
loss
|
$(34,582,266)
|
$(292,416)
|
|
|
|
|
|
Common
Stock
|
Common Stock
to be Issued
|
Additional
Paid-In
|
Accumulated Other
Comprehensive
|
Accumulated
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Total
|
Balance,
January 1, 2019
|
2,300,000
|
2,300
|
8,286,329
|
8,286
|
0
|
10,000
|
16,245,542
|
0
|
(17,209,889)
|
(943,761)
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common
stock
|
0
|
0
|
930,000
|
930
|
0
|
(10,000)
|
94,070
|
0
|
0
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt
to common stock
|
0
|
0
|
-
|
0
|
2,454,949
|
2,455
|
489,077
|
0
|
0
|
491,532
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
liabilities to common stock
|
0
|
0
|
300,000
|
300
|
-
|
0
|
27,912
|
0
|
0
|
28,212
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt
into Series D Preferred stock
|
418,251
|
418
|
0
|
0
|
0
|
0
|
167,563
|
0
|
0
|
167,981
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
accrued payroll to common stock
|
0
|
0
|
0
|
0
|
750,000
|
750
|
99,250
|
0
|
0
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
Series A Preferred stock to common stock
|
(100,000)
|
(100)
|
0
|
0
|
20,000
|
20
|
80
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
0
|
0
|
0
|
0
|
0
|
0
|
27,500
|
0
|
0
|
27,500
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(292,416)
|
(292,416)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2019
|
2,618,251
|
$2,618
|
9,516,329
|
$9,516
|
3,224,949
|
$3,225
|
$17,150,994
|
$0
|
$(17,502,305)
|
$(335,952)
|
|
|
|
|
|
|
|
|
|
|
|
Shares of common
stock from prior year issued
|
0
|
0
|
3,224,949
|
3,225
|
(3,224,949)
|
(3,225)
|
0
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Sale of Series E
Preferred Stock
|
125,000
|
125
|
0
|
0
|
0
|
0
|
12,375
|
0
|
0
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
Series D Preferred
stock issued in merger with Transworld Enterprises,
Inc.
|
1,000,000
|
1,000
|
0
|
0
|
0
|
0
|
1,528,161
|
0
|
0
|
1,529,161
|
|
|
|
|
|
|
|
|
|
|
|
Series F Preferred
stock issued in merger with Transworld Enterprises,
Inc.
|
1,000,000
|
1,000
|
0
|
0
|
0
|
0
|
1,527,950
|
0
|
0
|
1,528,950
|
|
|
|
|
|
|
|
|
|
|
|
Series G Preferred
stock issued in connection with Convertible Notes
|
8
|
0
|
0
|
0
|
0
|
0
|
2,361,098
|
0
|
0
|
2,361,098
|
|
|
|
|
|
|
|
|
|
|
|
Series B Preferred
stock cancelled
|
(200,000)
|
(200)
|
0
|
0
|
0
|
0
|
200
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Series C Preferred
stock cancelled
|
(2,000,000)
|
(2,000)
|
0
|
0
|
0
|
0
|
2,000
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Loss on
modification of debt
|
0
|
0
|
-
|
0
|
-
|
0
|
98,825
|
0
|
0
|
98,825
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common
stock
|
0
|
0
|
0
|
0
|
8,700,000
|
8,700
|
2,166,300
|
0
|
0
|
2,175,000
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
for Get Charged, Inc. acquisition
|
0
|
0
|
55,276,274
|
55,276
|
-
|
0
|
25,852,738
|
0
|
0
|
25,908,014
|
|
|
|
|
|
|
|
|
|
|
|
Common stock to be
issued for Get Charged, Inc. acquisition
|
0
|
0
|
-
|
0
|
4,725,750
|
4,726
|
2,287,263
|
0
|
0
|
2,291,989
|
|
|
|
|
|
|
|
|
|
|
|
Series D Preferred
stock converted into common
|
(1,000,000)
|
(1,000)
|
63,711,968
|
63,712
|
0
|
0
|
(62,712)
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Series E Preferred
stock converted into common
|
(543,251)
|
(543)
|
1,086,502
|
1,087
|
0
|
0
|
(544)
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of
Series G Preferred stock to common stock
|
(8)
|
0
|
6,199,135
|
6,199
|
0
|
0
|
(6,199)
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
to satisfy liability
|
0
|
0
|
100,000
|
100
|
0
|
0
|
68,900
|
0
|
0
|
69,000
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued
with convertible debt
|
0
|
0
|
903,226
|
903
|
0
|
0
|
212,504
|
0
|
0
|
213,407
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation
|
0
|
0
|
0
|
0
|
0
|
0
|
2,326,298
|
0
|
0
|
2,326,298
|
|
|
|
|
|
|
|
|
|
|
|
Stock issuance
costs
|
0
|
0
|
0
|
0
|
0
|
0
|
(2,100,000)
|
0
|
0
|
(2,100,000)
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued to
placement agents
|
0
|
0
|
0
|
0
|
0
|
0
|
15,500,000
|
0
|
0
|
15,500,000
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued
with convertible debt
|
0
|
0
|
0
|
0
|
0
|
0
|
217,197
|
0
|
0
|
217,197
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
0
|
0
|
0
|
0
|
0
|
0
|
3,439,874
|
0
|
0
|
3,439,874
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
60,375
|
0
|
60,375
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(34,642,641)
|
(34,642,641)
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2020
|
1,000,000
|
$1,000
|
140,018,383
|
$140,018
|
13,425,750
|
$13,426
|
$72,583,222
|
$60,375
|
$(52,144,946)
|
$20,653,095
|
|
For the years ended
December 31,
|
|
|
2020
|
2019
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$(34,642,641)
|
$(292,416)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
82,662
|
-
|
Stock-based
compensation
|
2,326,298
|
-
|
Change
in fair value of derivative liabilities
|
530,716
|
(56,628)
|
Amortization
of debt discount
|
2,667,733
|
138,922
|
Amortization
of debt discount, related party
|
28,032
|
-
|
Amortization
of debt issue costs
|
19,562
|
-
|
Stock
issuance costs
|
13,400,000
|
-
|
Loss
on modification of debt
|
98,825
|
-
|
Loss
on impairment of goodwill
|
13,757,907
|
-
|
Deferred
taxes
|
(443,007)
|
-
|
Gain
on settlement of liabilities
|
(115,514)
|
-
|
Net
income from investments
|
(49,710)
|
-
|
Changes in working
capital requirements:
|
|
|
Accounts
receivable
|
(25,328,275)
|
-
|
Prepaids
and other current assets
|
(458,857)
|
-
|
Accounts
payable
|
(25,994,864)
|
(4,148)
|
Accrued
expenses
|
47,582,759
|
-
|
Other
comprehensive income
|
46,390
|
-
|
Net
cash used in operating activities
|
(6,491,984)
|
(214,270)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Acquisition of
fixed assets
|
(202,613)
|
-
|
Acquisition of
marketable securities
|
(3,200,000)
|
-
|
Purchase of
subsidiary
|
(892,000)
|
-
|
Cash acquired in
acquisition
|
13,189,612
|
-
|
Acquisition of
MPS
|
(149,262)
|
-
|
Net
cash provided by investing activities
|
8,745,737
|
-
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds from sale
of common stock
|
2,175,000
|
94,990
|
Cash receipts from
sale of Series E Preferred Stock
|
12,500
|
|
Related party
payments
|
(1,981)
|
5,811
|
Cash receipts from
issuance of convertible notes payable
|
6,595,000
|
113,500
|
Cash receipts from
issuance of convertible notes payable, related party
|
595,000
|
-
|
Net
cash provided by financing activities
|
9,375,519
|
214,301
|
|
|
|
NET
INCREASE IN CASH
|
11,629,272
|
31
|
CASH,
BEGINNING OF PERIOD
|
31
|
-
|
CASH,
END OF PERIOD
|
$11,629,303
|
$31
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
Cash paid for
interest expense
|
$96,000
|
$-
|
Cash paid for
income taxes
|
$-
|
$-
|
|
|
|
Non-cash operating
and financing activities:
|
|
|
Goodwill
acquired in a business combination through the issuance of
stock
|
$17,175,990
|
$-
|
Common
stock issued for liquidating damages
|
$62,710
|
$-
|
Debt
discount associated with convertible notes
|
$4,325,576
|
$-
|
Placement
agent warrants
|
$15,500,000
|
$-
|
Series
G Preferred Stock issued in connection with convertible notes
financing
|
$2,361,099
|
$-
|
|
|
|
1.
|
Nature of operations
|
2.
|
Summary of significant accounting policies
|
Description
|
Level
1
|
Level
2
|
Level
3
|
|
|
|
|
Assets
|
|
|
|
Marketable
securities, including investment in Oblong, Inc
|
$3,249,710
|
$—
|
$—
|
|
|
|
|
Liabilities
|
|
|
|
Derivative
liabilities
|
—
|
—
|
749,600
|
|
For the Years
Ended
|
|
|
December
31,
|
|
|
2020
|
2019
|
Potentially
dilutive warrants
|
10,019,689
|
-
|
Potentially
dilutive convertible notes
|
31,941,332
|
-
|
Potentially
exercisable stock options
|
2,500,000
|
-
|
Potentially
dilutive convertible preferred stock
|
12,518,044
|
-
|
|
56,979,065
|
-
|
3.
|
Concentration of credit risks
|
4.
|
Fixed assets
|
5.
|
Marketable securities and other investments
|
|
Brokerage Account
|
Oblong (OBLG)
|
Cost
|
$3,000,000
|
$200,000
|
Gross
unrealized gain
|
|
57,000
|
Gross
unrealized loss
|
(7,290)
|
-
|
Fair
value
|
$2,992,710
|
$257,000
|
|
|
|
6.
|
Business acquisitions
|
Consideration
|
|
60,000,000 shares
of common stock, valued at $0.47 per share, issued to the
sellers
|
$28,200,000
|
Total
consideration
|
$28,200,000
|
|
|
Fair
values of identifiable net assets and liabilities:
|
|
Assets
|
|
Cash
|
$92,035
|
Equipment
|
1,145,854
|
Deposit
|
250
|
Total
assets
|
1,238,139
|
|
|
Liabilities:
|
|
Notes
payable
|
365,000
|
|
|
Total
fair value of identifiable net assets and liabilities
|
$873,139
|
|
|
Initial
goodwill (consideration given minus fair value of identifiable net
assets and liabilities
|
$27,326,861
|
Consideration
|
|
Cash
|
$892,000
|
Total
consideration
|
$892,000
|
|
|
Fair
values of identifiable net assets and liabilities:
|
|
Assets
|
|
Cash
|
$13,097,577
|
Accounts
receivable
|
38,801,052
|
Prepaids
|
202,854
|
Other current
assets
|
376,606
|
Fixed
assets
|
508,371
|
Other
assets
|
12,907,636
|
Total
assets
|
65,894,096
|
|
|
Liabilities:
|
|
Accounts
payable
|
51,521,208
|
Accrued
liabilities
|
1,108,397
|
Other
liabilities
|
12,921,620
|
Total
liabilities
|
65,551,225
|
|
|
Total
fair value of identifiable net assets and liabilities
|
$342,871
|
|
|
Goodwill
(consideration given minus fair value of identifiable net assets
and liabilities)
|
$549,129
|
|
|
7.
|
Note receivable
|
8.
|
Related party payables
|
9.
|
Convertible notes payable
|
|
May
8, 2020
Notes
|
Sutton
Global
|
August
25, 2020 - September 14, 2020 Notes
|
November
2020 Financing
|
Total
|
Original
issue discount
|
$300,000
|
$-
|
$41,444
|
$388,889
|
$730,333
|
Beneficial
conversion feature
|
-
|
-
|
87,289
|
3,286,585
|
3,373,874
|
Series
G convertible preferred stock
|
2,361,099
|
-
|
-
|
-
|
2,361,099
|
Warrants
(Equity)
|
120,017
|
-
|
238
|
-
|
120,255
|
Common
stock
|
-
|
-
|
-
|
213,415
|
213,415
|
Day
one derivative expense
|
(529,537)
|
-
|
-
|
-
|
(529,537)
|
Derivative
liability
|
748,421
|
-
|
-
|
-
|
748,421
|
Convertible
promissory note, carrying value
|
-
|
300,000
|
307,473
|
-
|
607,473
|
Face
value
|
$3,000,000
|
$300,000
|
$436,444
|
$3,888,889
|
$7,625,333
|
10.
|
Convertible notes payable, related parties
|
|
KORR
Value Notes
|
9
Madison Inc. Notes
|
Total
|
Original
issue discount
|
$55,000
|
$10,000
|
$65,000
|
Beneficial
conversion feature
|
|
66,000
|
66,000
|
Warrants
(Equity)
|
96,879
|
61
|
96,940
|
Convertible
promissory note, carrying value
|
398,121
|
33,939
|
432,060
|
Face
value
|
$550,000
|
$110,000
|
$660,000
|
11.
|
Derivative liabilities
|
The financings
giving rise to derivative financial instruments
|
FairValues
|
Embedded
derivatives (true up provisions)
|
$749,600
|
Total
|
$749,600
|
|
May
8, 2020
|
December
30, 2020
|
Future value
(hurdle return)
|
$750,000
|
$750,000
|
Number of periods
(remaining days to June 1, 2021 true-up date)
|
389
days
|
152
days
|
Interest rate
(discount rate)*
|
0.20%
|
0.13%
|
|
Year
Ended
|
|
December
31, 2020
|
Balances
at beginning of year
|
$-
|
Issuances:
|
|
Embedded
derivatives
|
748,421
|
Changes
in fair value inputs and assumptions reflected in
income
|
1,179
|
|
|
Balances
at end of year
|
$749,600
|
12.
|
Equity
|
|
Number
of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Exercise
Price
|
Options
Outstanding – January 1, 2019
|
-
|
|
|
Issued
|
-
|
|
|
Exercised
|
-
|
|
|
Expired
|
-
|
|
|
Options
Outstanding – December 31, 2019
|
-
|
|
|
Issued
|
20,500,000
|
$0.52
|
4.81
years
|
Exercised
|
-
|
|
|
Expired
|
-
|
|
|
Forfeited
|
-
|
|
|
Options
Outstanding – December 31, 2020
|
20,500,000
|
$0.52
|
4.81
years
|
|
|
|
|
Outstanding
Exercisable – December 31, 2020
|
2,500,000
|
$0.485
|
4.77
years
|
|
Number
of
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Warrants
Outstanding – January 1, 2019
|
|
|
|
Issued
|
|
|
|
Exercised
|
|
|
|
Expired
|
|
|
|
Warrants
Outstanding – December 31, 2019
|
-
|
|
|
Issued
|
19,844,402
|
$2.00
|
6.93
years
|
Exercised
|
0
|
|
|
Expired
|
0
|
|
|
Warrants
Outstanding – December 31, 2020
|
19,844,402
|
$2.00
|
6.93
years
|
|
|
|
|
Outstanding
Exercisable – December 31, 2020
|
19,844,402
|
$2.00
|
6.93
years
|
13.
|
Commitments and contingencies
|
14.
|
Income taxes
|
15.
|
Subsequent events
|
|
December
31,
|
December
31,
|
|
2019
|
2018
|
ASSETS
|
|
|
Current
assets
|
|
|
Cash
|
$31
|
$-
|
Total
assets
|
$31
|
$-
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
Current
liabilities:
|
|
|
Accounts payable
and accrued liabilities
|
33,952
|
38,100
|
Related party
payable
|
302,031
|
401,517
|
Convertible notes
payable, net of unamortized discount
|
|
27,578
|
Derivative
liabilities
|
-
|
476,566
|
Total current
liabilities
|
335,983
|
943,761
|
|
|
|
Commitments and
contingencies (Note 9)
|
|
|
|
|
|
Stockholder's
deficit
|
|
|
Preferred stock,
$0.0001 par value, 10,000,000 shares authorized;
|
|
|
Series B: 1,000,000
shares authorized; 200,000 shares issued and outstanding at
December 31, 2019 and 2018, respectively
|
200
|
200
|
Series A: 10,000
authorized; 0 and 100,000 shares issued and outstanding at December
31, 2019 and 2018, respectively
|
|
100
|
Series C: 5,000,000
authorized; 2,000,000 shares issued and outstanding at December 31,
2019 and 2018 respectively
|
2,000
|
2,000
|
Series E: 1,000,000
authorized; 418,251 and 0 shares issued and outstanding at December
31, 2019 and 2018, respectively
|
418
|
-
|
Common stock,
$0.0001 par value; 6,800,000,000 shares authorized 4,758,164,306
and 4,143,164,306 issued and outstanding at December 31, 2019 and
2018, respectively
|
4,758,168
|
4,143,168
|
Additional paid in
capital
|
10,793,092
|
12,110,660
|
Shares to be
issued
|
1,612,475
|
10,000
|
Accumulated
deficit
|
(17,502,305)
|
(17,209,889)
|
Total stockholders'
deficit
|
(335,952)
|
(943,761)
|
|
|
|
Total liabilities
and stockholders' deficit
|
$31
|
$0
|
|
2019
|
2018
|
Revenues
|
$-
|
$-
|
|
|
|
Operating
expenses
|
|
|
Personnel
expenses
|
131,970
|
159,500
|
General and
administrative
|
50,028
|
41,057
|
Total operating
expenses
|
181,998
|
200,557
|
|
|
|
Net operating
loss
|
(181,998)
|
(200,557)
|
|
|
|
Other
income (expenses):
|
|
|
Interest
expense
|
(28,124)
|
(5,489)
|
Amortization of
debt discount
|
(138,922)
|
(27,578)
|
Change in fair
value of derivative liabilities
|
56,628
|
(412,566)
|
Total other
expenses
|
(110,418)
|
(445,633)
|
|
|
|
Net income
(loss)
|
$(292,416)
|
$(646,190)
|
|
|
|
Basic
and diluted loss per share
|
$(0.00)
|
$(0.00)
|
|
|
|
Weighted
average number of shares outstanding, basic and
diluted
|
4,439,520,470
|
4,138,972,525
|
|
Preferred
Stock
|
|
Additional
|
|
|
|||||||||
|
Series
B
|
Series
A
|
Series
C
|
Series
E
|
Common
Stock
|
Paid-In
|
Accumulated
|
|
||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
To Be
Issued
|
Capital
|
Deficit
|
Total
|
Balance,
December 31, 2017
|
200,000
|
$200
|
100,000
|
$100
|
2,000,000
|
$2,000
|
-
|
$1
|
4,113,164,306
|
$4,113,168
|
$-
|
$12,116,660
|
$(16,563,699)
|
$(331,571)
|
Subscribed shares to be
issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10,000
|
-
|
-
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for
services
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
30,000,000
|
30,000
|
-
|
(6,000)
|
-
|
24,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(646,190)
|
(646,190)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2018
|
200,000
|
200
|
100,000
|
100
|
2,000,000
|
2,000
|
-
|
-
|
4,143,164,306
|
4,143,168
|
10,000
|
12,110,660
|
(17,209,889)
|
(943,761)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
465,000,000
|
465,000
|
(10,000)
|
(370,000)
|
-
|
85,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt to common
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,227,474,719
|
-
|
1,227,475
|
(735,943)
|
-
|
491,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of liabilities to common
stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
150,000,000
|
150,000
|
-
|
(121,788)
|
-
|
28,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt into Series
E
|
-
|
-
|
-
|
-
|
-
|
-
|
418,25
|
418
|
|
-
|
-
|
167,563
|
-
|
167,981
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
Conversion of Series A Preferred
stock to common stock
|
-
|
-
|
(100,000)
|
(100)
|
-
|
-
|
-
|
-
|
10,000,000
|
-
|
10,000
|
(9,900)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion
feature
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
27,500
|
-
|
27,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(292,416)
|
(292,416)
|
Balance,
December 31, 2019
|
200,000
|
$200
|
-
|
$-
|
2,000,00
|
$2,000
|
418,251
|
$418
|
6,370,639,025
|
4,758,168
|
1,612,475
|
$10,793,092
|
$(17,502,305)
|
$(335,952)
|
|
For the years ended December 31,
|
|
|
2019
|
2018
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$(292,416)
|
$(646,190)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Stock-based
compensation
|
-
|
24,000
|
Change in fair
value of derivative liabilities
|
(56,628)
|
412,566
|
Amortization of
debt discount
|
138,922
|
27,578
|
Changes in working
capital requirements:
|
|
|
Accounts payable
and accrued liabilities
|
(4,148)
|
14,051
|
Related party
advances
|
5,811
|
93,995
|
Net cash used in
operating activities
|
(208,459)
|
(74,000)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Cash receipts from
subscribed common stock (to be issued)
|
-
|
10,000
|
Cash receipts from
sale of common stock
|
94,990
|
-
|
Cash receipts from
issuance of convertible notes payable
|
113,500
|
64,000
|
Net cash provided
by financing activities
|
208,490
|
74,000
|
|
|
|
NET
INCREASE IN CASH
|
31
|
-
|
CASH,
BEGINNING OF PERIOD
|
-
|
-
|
CASH,
END OF PERIOD
|
$31
|
$-
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
Cash paid for
interest expense
|
$-
|
$-
|
Cash paid for
income taxes
|
$-
|
$-
|
|
|
|
Non-cash operating
and financing activities:
|
|
|
Conversion of
liabilities to common stock
|
$787,725
|
$-
|
|
Allocation
|
Compound embedded
derivative
|
$78,082
|
Day-one derivative
loss
|
(65,582)
|
|
$12,500
|
|
Allocation
|
Compound embedded
derivative
|
$62,649
|
Day-one derivative
loss
|
(47,649)
|
|
$15,000
|
|
Allocation
|
Compound embedded
derivative
|
$388,631
|
Day-one derivative
loss
|
(339,231)
|
|
$49,400
|
|
Allocation
|
Compound embedded
derivative
|
$263,418
|
Day-one derivative
loss
|
(225,318)
|
|
$38,100
|
|
Allocation
|
Compound embedded
derivative
|
$179,548
|
Day-one derivative
loss
|
(149,548)
|
|
$30,000
|
|
December 31,
2018
|
|
The financings
giving rise to derivative financial instruments
|
Indexed
Shares
|
Fair
Values
|
Compound embedded
derivative
|
679,414,247
|
$(476,566)
|
|
Year
Ended
|
The financings
giving rise to derivative financial instruments and the income
effects:
|
December
31,
2019
|
Compound embedded
derivative
|
$498,225
|
Day-one derivative
loss
|
(441,597)
|
Total gain
(loss)
|
$56,628
|
|
Year
Ended
|
The financings
giving rise to derivative financial instruments and the income
effects:
|
December
31,
2018
|
Compound embedded
derivative
|
$(20,835)
|
Day-one derivative
loss
|
(391,731)
|
Total gain
(loss)
|
$(412,566)
|
|
Inception
|
December 31,
2018
|
December 31,
2019
|
Quoted market price
on valuation date
|
$0.0003 - 0.0014
|
$0.0008
|
$0.0004
|
Contractual
conversion rate
|
$0.0001
|
$0.0001
|
$0.0001
|
Range of effective
contractual conversion rates
|
--
|
--
|
--
|
Contractual term to
maturity
|
0.13
- 1.00 Year
|
0.05
- .18 Years
|
0.13
Years
|
Market
volatility:
|
|
|
|
Volatility
|
170.00%
|
170.00%
|
170.00%
|
Contractual
interest rate
|
12.0%
|
12.0%
|
12.0%
|
|
December
31,
2019
|
December
31,
2018
|
Balances at January
1
|
$476,566
|
$-
|
Issuances:
|
|
|
Convertible Note
Financing
|
516,597
|
455,731
|
Changes in fair
value inputs and assumptions reflected in income
|
(498,225)
|
20,835
|
Conversions
|
(494,938)
|
-
|
Balances at
December 31
|
$-
|
$476,566
|
●
|
Convertible
at option of holder.
|
●
|
The
holders are entitled to receive dividends.
|
●
|
1
Preferred share is convertible to 100 common shares.
|
●
|
In the
event of reorganization this Class of Preferred will not be
affected by any such capital reorganization.
|
●
|
Voting:
The holder of this Series of Preferred shall be entitled to elect
the majority of the members of the Board of Directors.
|
●
|
Convertible
at option of holder.
|
●
|
The
holders are entitled to receive dividends.
|
●
|
100,000
preferred shares are convertible to 9.9% common
shares.
|
●
|
The
Series B holders are entitled to receive liquidation in preference
to the common holders or any other class or series of preferred
stock.
|
●
|
Voting:
The Series B holders are entitled to vote together with the common
holders as a single class.
|
●
|
Convertible
at option of holder.
|
●
|
The
holders are entitled to receive dividends.
|
●
|
1
Preferred share is convertible to 10 common shares.
|
●
|
In the
event of reorganization this Class of Preferred will not be
affected by any such capital reorganization.
|
●
|
Voting:
The holder of this Series of Preferred shall be entitled to vote 1
Preferred Shares for 5,000 votes.
|
●
|
Convertible
into common upon the Company completing a 500 to 1 reverse stock
split upon which the amount converted will equal 80% of the issued
and outstanding common per the reverse split.
|
●
|
In the
event of reorganization this Class of Preferred will not be
affected by any such capital reorganization.
|
●
|
Voting:
The holder of this Series of Preferred shall be entitled to vote
and shall in aggregate represent 80% of the votes.
|
●
|
Convertible
at option of holder any time after March 30, 2020; 1 preferred
share is convertible into 1,000 common shares
|
●
|
Automatically
convertible into common upon the Company completing a 500 to 1
reverse stock split.
|
●
|
In the
event of reorganization this Class of Preferred will not be
affected by any such capital reorganization.
|
●
|
Voting:
The holder of this Series of Preferred shall not be entitled to
vote.
|
|
December
31,
|
December
31,
|
|
2019
|
2018
|
Net operating loss
carry-forward
|
$(17,502,305)
|
$(17,209,889)
|
Effective tax
rate
|
21%
|
21%
|
|
3,675,484
|
3,614,077
|
Valuation
allowance
|
(3,675,484)
|
(3,614,077)
|
Deferred tax
asset
|
$-
|
$-
|
|
Year Ended
December 31,
|
|
|
2019
|
2018
|
Benefit at federal
and statutory rate
|
(21)%
|
(21)%
|
Change in valuation
allowance
|
21%
|
21%
|
Effective tax
rate
|
0%
|
0%
|
Consolidated Financial Statements
|
|
Report
of the Independent Accountant
|
F-77
|
Consolidated
Balance Sheets
|
F-78
|
Consolidated
Statements of Operations
|
F-79
|
Consolidated
Statement of Comprehensive Income
|
F-80
|
Consolidated
Statements of Changes in Stockholder’s Equity
(Deficit)
|
F-81
|
Consolidated
Statements of Cash Flows
|
F-82
|
Notes
to the Financial Statements
|
F-83
|
|
Periods
Ended
|
|
|
September
30,
|
September
30,
|
|
2020
|
2019
|
|
|
|
|
|
|
Net
Revenues
|
$430,101,704
|
$506,972,842
|
Cost of goods
sold
|
424,434,212
|
498,461,018
|
Gross
margin
|
5,667,492
|
8,511,824
|
|
|
|
Operating
expenses
|
|
|
Professional
fees
|
327,552
|
744,781
|
General and
administrative
|
4,527,315
|
5,683,005
|
Depreciation
expense
|
251,212
|
259,643
|
Total
operating expenses
|
5,106,079
|
6,687,429
|
|
|
|
Net operating
income
|
561,413
|
1,824,395
|
|
|
|
Other
income (expense)
|
|
|
Loss on goodwill
impairment
|
-
|
(1,376,718)
|
Other income
(expense)
|
2,072,220
|
(13,079)
|
Interest
income
|
69
|
-
|
Contingent
consideration (gain) loss
|
(30,514)
|
332,586
|
Derivative FX gain
(loss)
|
331,271
|
(59,753)
|
Total
other income (expense)
|
2,373,046
|
(1,116,964)
|
|
|
|
Income before
provision for income taxes
|
2,934,459
|
707,431
|
|
|
|
Provision for
income taxes (Benefit)
|
553,077
|
380,376
|
|
|
|
Net
income
|
$2,381,382
|
$327,055
|
|
Periods
Ended
|
|
|
September
30,
2020
|
September
30,
2019
|
Net
Income
|
$2,381,382
|
$327,055
|
Other comprehensive
income
|
|
|
Foreign currency
translation adjustment, Net of tax
|
(25,321)
|
(45,986)
|
Comprehensive
income
|
$2,356,061
|
$281,069
|
PTGI INTERNATIONAL CARRIER SERVICES, INC. AND
SUBSIDIARIES
|
FOR THE PERIODS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30,
2019
|
|
|
Additional
|
|
Other
|
|
|
|
Common
Stock
|
Paid
in
|
Accumulated
|
Comprehensive
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
|
Total
|
Balance January
1, 2020
|
100
|
$100
|
$187,121,632
|
$(184,400,921)
|
$(7,987,840)
|
$(5,267,029)
|
|
|
|
|
|
|
|
Payment of
dividends
|
-
|
-
|
(6.410,713)
|
-
|
-
|
(6,410,713)
|
|
|
|
|
|
|
|
Equity adjustment-Intercompany
payable forgiven
|
-
|
-
|
17,025
|
-
|
-
|
17,025
|
Net income
|
-
|
-
|
-
|
2,381,382
|
-
|
2,381,382
|
Contribution by parent
(HC2)
|
-
|
-
|
10,500,000
|
-
|
-
|
10,500,000
|
Other comprehensive
income
|
|
|
|
|
(25,321)
|
(25,321)
|
Balance
September 30, 2020
|
100
|
100
|
191,227,944
|
(182,019,539)
|
(8,013,161)
|
1,195,344
|
Balance January
1, 2019
|
100
|
$100
|
$203,421,632
|
$(182,878,393)
|
$(8,038,058)
|
$12,505,281
|
Payment of
dividends
|
-
|
-
|
(4,300,000)
|
-
|
-
|
(4,300,000)
|
|
|
|
|
|
|
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
(45,986)
|
(45,986)
|
|
|
|
|
|
|
|
Net income
|
-
|
-
|
-
|
327,055
|
-
|
327,055
|
|
|
|
|
|
|
|
Balance
September 30, 2019
|
100
|
$100
|
$199,121,632
|
$(182,551,338)
|
$(8,084,044)
|
$8,486,350
|
PTGI INTERNATIONAL CARRIER SERVICES, INC. AND
SUBSIDIARIES
|
||||||||
(UNAUDITED)
|
|
September
30,
|
September
30,
|
|
2020
|
2019
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
Net
income
|
$2,381,382
|
$327,055
|
Adjustments to
reconcile net income to net
|
|
|
cash used by
operating activities:
|
|
|
Depreciation and
amortization
|
251,212
|
259,643
|
Loss on impairment
of goodwill
|
-
|
1,376,718
|
Provision for
doubtful accounts receivable
|
(15,666)
|
24,893
|
(Gain) loss on
contingent consideration
|
30,514
|
(332,586)
|
(Gain) loss on
foreign currency exchange
|
(331,271)
|
59,753
|
Changes in
operating assets & liabilities
|
|
|
Accounts
receivable
|
1,675,164
|
56,451,670
|
Intercompany
receivable, net
|
20,008
|
(22,164)
|
Other
assets
|
44,574
|
(70,857)
|
Accounts payable
and other current liabilities
|
(31,685,262)
|
(27,529,807)
|
Other
liabilities
|
(107,624)
|
6,541
|
Net cash provided
by (used by) operating activities
|
(27,736,969)
|
30,550,859
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
Purchase of
property, plant and equipment
|
(4,091)
|
(7,566)
|
Net investments in
Futures Contracts
|
(1,200)
|
-
|
Net cash used by
investing activities
|
(5,291)
|
(7,566)
|
|
|
|
Cash
Flows from Financing Activities
Contribution
from HC2 Holdings, Inc
|
10,500,000
|
-
|
Payment of
dividends to HC2 Holdings, Inc
|
(6,410,713)
|
(4,300,000)
|
Cash paid for
contingent liability
|
(74,952)
|
(119,886)
|
Net cash (used by)
provided by financing activities
|
4,014,335
|
(4,419,886)
|
|
|
|
Effects of exchange
rate changes on cash and cash equivalents
|
455,371
|
(34,574)
|
|
|
|
Increase (decrease)
in cash and cash equivalents
|
(23,272,554)
|
26,088,833
|
|
|
|
Cash and cash
equivalents at beginning of period
|
34,561,119
|
15,024,031
|
|
|
|
Cash and cash
equivalents at end of period
|
$11,288,565
|
$41,112,864
|
|
|
|
Supplemental Cash
Flow Information
|
|
|
Cash paid for
interest
|
$-
|
$-
|
Cash paid for
income taxes
|
$-
|
$-
|
Telco
equipment
|
7
years
|
Computer
hardware
|
3
years
|
Computer
software
|
3
years
|
Furniture
and fixtures
|
5
years
|
|
September
30,
|
September
30,
|
|
2020
|
2019
|
|
|
|
Telco
equipment
|
$2,271,955
|
$2,270,449
|
Computer
hardware
|
137,604
|
132,991
|
Computer
software
|
27,751
|
27,751
|
Furniture &
fixtures
|
824
|
824
|
|
2,438,134
|
2,432,015
|
Less: Accumulated
depreciation
|
(1,929,762)
|
(1,592,493)
|
Property Plant and
Equipment
|
$508,372
|
$839,522
|
Consolidated Financial Statements
|
|
Report
of Independent Registered Public Accountancy Firm
|
F-90
|
Consolidated
Balance Sheets at December 31, 2019 and December 31,
2018
|
F-91
|
Consolidated
Statements of Operations for the years ended December 31, 2019 and
2018
|
F-92
|
Consolidated
Statements of Comprehensive Income (Loss)
|
F-93
|
Consolidated
Statement of Changes in Stockholder’s Equity (Deficit) for
the years ended December 31, 2019 and 2018
|
F-94
|
Consolidated
Statements of Cash Flows for the years December 31, 2019 and
2018
|
F-95
|
Notes
to Consolidated Financial Statements
|
F-96
|
|
Years
Ended
|
|
|
December
31,
|
December
31,
|
|
2019
|
2018
|
|
|
|
|
|
|
Net
Revenues
|
$696,119,986
|
$793,466,665
|
Cost of goods
sold
|
684,877,653
|
778,988,522
|
Gross
margin
|
11,242,333
|
14,478,143
|
|
|
|
Operating
expenses
|
|
|
Professional
fees
|
1,017,247
|
941,124
|
General and
administrative
|
7,277,222
|
8,520,763
|
Depreciation
expense
|
345,215
|
347,608
|
Total
operating expenses
|
8,639,684
|
9,809,495
|
|
|
|
Net operating
income
|
2,602,649
|
4,668,648
|
|
|
|
Other
income (expense)
|
|
|
Loss on goodwill
impairment
|
(4,463,720)
|
-
|
Other income
(expense)
|
(25,356)
|
(34,573)
|
Interest
expense
|
-
|
(372)
|
Interest
income
|
1,233
|
-
|
Contingent
consideration (gain) loss
|
377,446
|
-
|
Derivative FX gain
(loss)
|
(20,193)
|
(24,434)
|
Total
other income (expense)
|
(4,130,590)
|
(59,379)
|
|
|
|
Income (loss)
before provision for income taxes
|
(1,527,941)
|
4,609,269
|
|
|
|
Provision for
income taxes (Benefit)
|
(5,413)
|
22,745
|
|
|
|
Net
income (loss)
|
$(1,522,528)
|
$4,586,524
|
|
Years
Ended
|
|
|
2019
|
2018
|
Net Income
(loss)
|
$(1,522,528)
|
$4,586,524
|
Other comprehensive
income
|
|
|
Foreign currency
translation adjustment, net of tax
|
50,218
|
(2,371,397)
|
Comprehensive
income (loss)
|
$(1,472,310)
|
$2,215,127
|
|
|
Additional
|
|
Other
|
|
|
|
Common
Stock
|
Paid
in
|
Accumulated
|
Comprehensive
|
|
|
|
Shares
|
Amount
|
Capital
|
Deficit
|
Income
|
Total
|
Balance
January 1, 2018
|
100
|
$100
|
$15,528,220
|
$(187,464,917)
|
$(5,666,661)
|
$(177,603,258)
|
|
|
|
|
|
|
|
Payment of
dividends
|
-
|
-
|
(2,500,000)
|
-
|
-
|
(2,500,000)
|
|
|
|
|
|
|
|
Equity adjustment
in reorganization
|
-
|
-
|
190,393,412
|
-
|
-
|
190,393,412
|
Net
income
|
-
|
-
|
-
|
4,586,524
|
-
|
4,586,524
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
(2,371,397)
|
(2,371,397)
|
|
|
|
|
|
|
|
Balance
December 31, 2018
|
100
|
100
|
203,421,632
|
(182,878,393)
|
(8,038,058)
|
12,505,281
|
|
|
|
|
|
|
|
Payment of
dividends
|
-
|
-
|
(16,300,000)
|
-
|
-
|
(16,300,000)
|
|
|
|
|
|
|
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
50,218
|
50,218
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
(1,522,528)
|
-
|
(1,522,528)
|
|
|
|
|
|
|
|
Balance
December 31, 2019
|
100
|
$100
|
$187,121,632
|
$(184,400,921)
|
$(7,987,840)
|
$(5,267,029)
|
|
For the years
ended
|
|
|
December
31,
|
December
31,
|
|
2019
|
2018
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
Net income
(loss)
|
$(1,522,528)
|
$4,586,524
|
Adjustments to
reconcile net income(loss) to net
|
|
|
cash used by
operating activities:
|
|
|
Depreciation and
amortization
|
345,215
|
347,608
|
Loss on impairment
of goodwill
|
4,463,720
|
-
|
Provision for
doubtful accounts receivable
|
119,264
|
313,396
|
(Gain) loss on
contingent consideration
|
(377,446)
|
-
|
(Gain) loss on
foreign currency exchange
|
20,193
|
24,434
|
Changes in
operating assets & liabilities
|
|
|
Accounts
receivable
|
65,589,041
|
(24,143,797)
|
Intercompany
receivable, net
|
(25,231)
|
(165,644)
|
Other
assets
|
(346,092)
|
698,993
|
Accounts payable
and other current liabilities
|
(32,259,846)
|
19,575,614
|
Other
liabilities
|
14,093
|
-
|
Net cash provided
by operating activities
|
36,020,383
|
1,237,128
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
Purchase of
property, plant and equipment
|
(9,073)
|
(120,192)
|
Acquisition of
subsidiary
|
-
|
158,722
|
Net cash (used by)
provided by investing activities
|
(9,073)
|
38,530
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
Payment of
dividends to HC2 Holdings, Inc
|
(16,300,000)
|
(2,500,000)
|
Cash paid for
contingent liability
|
(173,002)
|
-
|
Net cash used by
financing activities
|
(16,473,002)
|
(2,500,000)
|
|
|
|
Effects of exchange
rate changes on cash and cash equivalents
|
(1,220)
|
(27,561)
|
|
|
|
Increase in cash
and cash equivalents
|
19,537,088
|
(1,251,903)
|
|
|
|
Cash and cash
equivalents at beginning of period
|
15,024,031
|
16,275,934
|
|
|
|
Cash and cash
equivalents at end of period
|
$34,561,119
|
$15,024,031
|
|
|
|
Supplemental Cash
Flow Information
|
|
|
Cash paid for
interest
|
$-
|
$-
|
Cash paid for
income taxes
|
$-
|
$-
|
|
|
|
Telco
equipment
|
7
years
|
Computer
hardware
|
3
years
|
Computer
software
|
3
years
|
Furniture
and fixtures
|
5
years
|
|
December
31,
|
December
31,
|
|
2019
|
2018
|
|
|
|
Telco
equipment
|
$2,271,955
|
$2,269,945
|
Computer
hardware
|
122,150
|
117,429
|
Computer
software
|
27,751
|
27,751
|
Furniture &
fixtures
|
824
|
824
|
|
2,422,680
|
2,415,949
|
Less: Accumulated
depreciation
|
(1,667,164)
|
(1,324,326)
|
Property Plant and
Equipment
|
$755,516
|
$1,091,623
|
|
As
of
Sept 30,
2020
|
As
of
Sept 30,
2019
|
REVENUE
|
60,483
|
35
|
COST OF GOODS
SOLD
|
-
|
-
|
GROSS
PROFIT
|
$60,483
|
$35
|
OPERATING
EXPENSES
|
|
|
Advertising
|
-
|
5,000
|
Salaries and
related benefits
|
51,058
|
-
|
Selling, Office and
Administration
|
685,901
|
1,009,051
|
TOTAL OPERATING
EXPENSES
|
736,958
|
1,014,051
|
INCOME (LOSS) FROM
OPERATIONS
|
|
|
INCOME (LOSS) FROM
OPERATIONS
|
$(676,476)
|
$(1,014,017)
|
OTHER INCOME
(EXPENSES)
|
|
|
Interest
Income
|
-
|
-
|
Interest
Expense
|
(192,054)
|
(56,560)
|
TOTAL OTHER
INCOME
|
(192,054)
|
(56,560)
|
NET INCOME
BEFORE
|
|
|
PROVISION FOR
INCOME TAXES
|
(868,530)
|
(1,070,577)
|
Provision for
Income Taxes
|
-
|
-
|
NET INCOME
ATTRIBUTABLE TO SHAREHOLDER
|
$(868,530)
|
$(1,070,577)
|
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
|
|
|
Shares
|
Amount
|
Capital
|
Equity
|
Deficiency
|
Balance, January 1,
2020
|
200
|
-
|
-
|
(1,963,876)
|
(1,963,876)
|
|
|
|
|
|
|
Issuance of Common
Stock
|
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
Net
Income
|
|
-
|
-
|
(868,530)
|
(868,530)
|
|
|
|
|
|
|
Balance September
30, 2020
|
200
|
-
|
-
|
(2,832,406)
|
(2,832,405)
|
|
Common Stock
|
Additional
Paid-in
|
Accumulated
|
Total
|
|
|
Shares
|
Amount
|
Capital
|
Equity
|
Deficiency
|
Balance, January 1,
2019
|
200
|
-
|
-
|
-
|
|
Issuance of Common
Stock
|
-
|
-
|
-
|
-
|
|
Prior Period
Adjustment
|
|
|
|
(13,500)
|
|
Net
Income
|
-
|
-
|
-
|
-
|
(1,070,577)
|
Balance Sept 30,
2019
|
200
|
-
|
-
|
-
|
(1,084,077)
|
|
As
of
September 30,
2020
|
As
of
September 30,
2019
|
Cash
flows from Operating Activities
|
|
|
Net
Profit/(Loss)
|
(868,530)
|
(1,070,577)
|
Adjustments
to reconcile net loss to net cash provided by (used in)
Operations:
|
|
|
Change in Operating
Assets and Liabilities:
|
|
|
Accounts payable
and accrued expenses
|
184,361
|
70,060
|
Net
cash provided from (used in) Operating activities
|
(684,169)
|
(1,000,517)
|
|
|
|
Cash
flows from Investing activities
|
|
|
Acquisition of
PP&E
|
(173,007)
|
(301,452)
|
Investment in
Subsidiary
|
(211,517)
|
(17,788)
|
Net
cash provided from (used in) Investing activities
|
(384,525)
|
(319,240)
|
|
|
|
Cash
flows from Financing activities
|
|
|
Issuance of Common
Stock
|
-
|
-
|
Issuance of Notes
Payable
|
770,000
|
2,050,000
|
Net
cash provided from (used in) Financing activities
|
770,000
|
2,050,000
|
Net
Change in cash
|
(298,694)
|
730,243
|
Net
Change in cash classified within current assets held for
sale
|
|
|
Cash at beginning
of period
|
331,066
|
-
|
Cash
at end of period
|
32,374
|
730,244
|
Machinery
and Equipment
|
3-5
years
|
Furniture
and Fixtures
|
5-7
years
|
Software
|
3
years
|
Year
Ended December 31,
|
2019
|
|
|
REVENUE
|
6,819
|
|
|
COSTS OF GOODS
SOLD
|
-
|
|
|
GROSS
PROFIT
|
$6,819
|
|
|
OPERATING
EXPENSES
|
|
Advertising
|
5,000
|
Selling, Office and
Administration
|
1,848,453
|
TOTAL OPERATING
EXPENSES
|
1,853,453
|
|
|
INCOME (LOSS) FROM
OPERATIONS
|
$(1,846,634)
|
|
|
OTHER INCOME
(EXPENSES)
|
|
Interest
Income
|
14
|
Interest
Expense
|
(117,257)
|
TOTAL OTHER
INCOME
|
(117,243)
|
|
|
NET INCOME
BEFORE
|
|
PROVISION FOR
INCOME TAXES
|
(1,963,876)
|
|
|
Provision for
Income Taxes
|
-
|
|
|
NET
INCOME ATTRIBUTABLE TO SHAREHOLDER
|
$(1,963,876)
|
Year Ended December 31, 2019
|
|
|
|
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
|
|
|
Shares
|
Amount
|
Capital
|
Equity
|
Deficiency
|
Balance, January 2,
2019
|
-
|
-
|
-
|
-
|
-
|
Purchase of
Treasury Stock
|
|
|
|
|
|
Issuance of Common
Stock
|
10,000
|
100
|
-
|
-
|
100
|
Net
Income
|
-
|
-
|
-
|
(1,963,876)
|
(1,963,876)
|
Balance,
December 31, 2019
|
10,000,000
|
100
|
-
|
(1,963,876)
|
(1,963,776)
|
Year
Ended December 31,
|
2019
|
|
|
Cash
flows from Operating Activities
|
|
Net
Profit/(Loss)
|
(1,963,876)
|
Adjustments to
reconcile net loss to net cash
|
|
provided by (used
in) Operations:
|
|
Change in Operating
Assets and Liabilities:
|
|
Other
Receivable
|
(12,596)
|
Accounts payable
and accrued expenses
|
128,506
|
Net
cash provided from (used in) Operating activities
|
(1,847,967)
|
|
|
Cash
flows from Investing activities
|
|
Acquisition of
PP&E
|
(926,067)
|
Net
cash provided from (used in) Investing activities
|
(926,067)
|
|
|
Cash
flows from Financing activities
|
|
Loan received from
related Party
|
100
|
Issuance of Notes
Payable
|
3,105,000
|
Net
cash provided from (used in) Financing activities
|
3,105,100
|
|
|
Net
Change in cash
|
331,066
|
Net
Change in cash classified within current assets held for
sale
|
|
Cash
at beginning of period
|
-
|
Cash
at end of period
|
$331,066
|
Machinery
and Equipment
|
3-5
years
|
Furniture
and Fixtures
|
5-7
years
|
Software
|
3
years
|
Grant
Date
|
Number of
Options
|
Exercise
Price
|
Expiration
Term
|
1-May-19
|
697,500
|
$0.00
|
5
years
|
|
Shares Under
Options
|
Average Exercise
Price
|
Balance,
December 31, 2018
|
-
|
-
|
Options
Granted
|
697,500
|
$-
|
Options
Exercised
|
-
|
-
|
Options
Cancelled/Expired
|
-
|
-
|
Balance,
December 31, 2019
|
697,500
|
$-
|
December
31,
|
2019
|
Accounts Payable
and Accrued Expenses
|
11,249
|
Interest
Payable
|
117,257
|
|
$128,506
|
December
31,
|
2019
|
Furniture and
Equipment
|
956,667
|
Subtotal
|
956,667
|
|
|
Accumulated
Depreciation
|
-
|
Net
Total
|
$956,667
|
Series
|
Original Maturity Date
|
|
First Amendment
|
|
|
Second Amendment
|
|
||
Series
1
|
31-Dec-19
|
|
31-Mar-20
|
|
|
31-Dec-20
|
|
||
Series
2
|
31-Mar-20
|
|
31-Dec-20
|
|
|
|
-
|
|
|
Series
3
|
30-Jun-20
|
|
|
-
|
|
|
|
-
|
|
Related
Parties
|
2019
|
Daniel
Waldman
|
$245,000.00
|
Andrew
Fox
|
$350,000.00
|
Total
|
$595,000.00
|
|
Common
Stock
|
Additional
Paid-in
|
Accumulated
|
Total
|
|
|
Shares
|
Amount
|
Capital
|
Equity
|
Deficiency
|
Balance, January 2,
2018
|
-
|
-
|
-
|
-
|
-
|
Issuance of Common
Stock
|
200
|
0
|
-
|
-
|
-
|
Net
Income
|
-
|
-
|
-
|
(13,500
|
(13,500)
|
Balance,
December 31, 2018
|
200
|
0
|
-
|
(13,500
|
(13,500)
|
Year
Ended December 31,
|
2018
|
|
|
Cash
flows from Operating Activities
|
|
Net
Profit/(Loss)
|
(13,500)
|
Adjustments to
reconcile net loss to net cash
|
|
provided by (used
in) Operations:
|
|
Change in Operating
Assets and Liabilities:
|
|
Other
Receivable
|
-
|
Accounts payable
and accrued expenses
|
-
|
Net
cash provided from (used in) Operating activities
|
(13,500)
|
|
|
Cash
flows from Investing activities
|
|
Acquisition of
PP&E
|
-
|
Net cash provided
from (used in) Investing activities
|
-
|
|
|
Cash
flows from Financing activities
|
|
Loan received from
related Party
|
13,500
|
Issuance of Notes
Payable
|
-
|
Net
cash provided from (used in) Financing activities
|
13,500
|
|
|
Net
Change in cash
|
-
|
Net
Change in cash classified within current assets held for
sale
|
|
Cash
at beginning of period
|
-
|
Cash
at end of period
|
$-
|
SEC registration
fee
|
$12,754*
|
Miscellaneous
expenses
|
7,246*
|
Legal
|
75,000*
|
Accounting fees and
expenses
|
25,000*
|
Total
|
$120,000*
|
Exhibit Number
|
|
Exhibit Description
|
2.1*
|
|
Share
Exchange Agreement, dated May 8, 2020, by and among the Company,
Transworld Enterprises, Inc. and the shareholders of
Transworld
|
2.2*
|
|
Stock
Acquisition Agreement, dated September 25, 2020 by and among the
Company, Transworld Enterprises, Inc., a Delaware corporation and
wholly owned subsidiary of Company, GetCharged, Inc., a Delaware
corporation, each of the parties set forth on Exhibit A thereto and
Andrew Fox, in his capacity as the Transferors’
Representative
|
2.3*
|
|
First
Amendment to the Stock Acquisition Agreement, effective October 9,
2020, by and among the Company, Transworld Enterprises, Inc., a
Delaware corporation and wholly owned subsidiary of Company,
GetCharged, Inc., a Delaware corporation, each of the parties set
forth on Exhibit A and Andrew Fox, in his capacity as the
Transferors’ Representative
|
2.4*
|
|
Stock
Purchase Agreement, dated October 2, 2020, by and between the
Company, ICS Group Holdings Inc., a Delaware corporation (the
“Shareholder”), solely for the purpose of Article 8 and
Article 10, HC2 Holdings
Inc., a Delaware corporation, and PTGI International Carrier
Services Inc., a Delaware corporation.
|
2.5*
|
|
First
Amendment to the Stock Acquisition Agreement, effective October 9,
2020, by and among the Company, Transworld Enterprises, Inc., a
Delaware corporation and wholly owned subsidiary of Company,
GetCharged, Inc., a Delaware corporation, each of the parties set
forth on Exhibit A and Andrew Fox, in his capacity as the
Transferors’ Representative
|
2.6*
|
|
Stock
Acquisition Agreement, dated May 7, 2021 by and among the Charge
Infrastructure, Inc., Patrick Maney, Shaun Mahoney and Nextridge,
Inc.
|
3.1*
|
|
Certificate
of Incorporation of GoIP Global, Inc., dated October 1,
2020
|
3.2*
|
|
Certificate
of Designations of the Series A Preferred Stock, dated October 6,
2020
|
3.3*
|
|
Certificate
of Amendment to the Certificate of Incorporation, dated December
11, 2020
|
3.4*
|
|
Certificate
of Amendment to the Certificate of Incorporation, dated January 26,
2021
|
3.5*
|
|
Amendment
to Certificate of Designations of the Series A Preferred Stock,
dated March 29, 2021
|
3.6*
|
|
Bylaws
|
3.7*
|
|
Certificate
of Designations of the Series B Preferred Stock, dated May 20,
2021
|
3.8*
|
|
Amended
and Restated Bylaws
|
4.1*
|
|
Form of
Senior Secured Note, dated May 8, 2020
|
4.2*
|
|
Form of
Subordinated Note issued to KORR Value
|
4.3*
|
|
Form of
Warrant, dated May 8, 2020
|
4.4*
|
|
Form of
Warrant issued to Subordinated Note Holders
|
4.5*
|
|
Form of
Senior Secured Note issued to the November 2020
Investors
|
4.6*
|
|
Form of
Senior Secured Non-Convertible Note issued to the May 2021
Investors
|
4.7*
|
|
Form of
Senior Secured Convertible Note issued to the May 2021
Investors
|
4.8*
|
|
Form of
Warrant issued to the May 2021 Investors
|
5.1*
|
|
Opinion
of Sheppard, Mullin, Richter & Hampton LLP
|
10.1*
|
|
Securities
Purchase Agreement, dated May 8, 2020, by and between the Company
and the investors signatory thereto
|
10.2*
|
|
Registration
Rights Agreement, dated May 8, 2020, by and between the Company and
the investors signatory thereto
|
10.3*
|
|
Security
Agreement, dated May 8, 2020, by and between the Company and the
investors signatory thereto
|
10.4*
|
|
Subordination
Agreement, dated May 8, 2020 by and between the Company, KORR Value
LP and the investors signatory thereto
|
10.5*
|
|
Securities
Purchase Agreement, dated May 8, 2020, by and between the Company
and KORR Value LP
|
10.6*
|
|
Form of
Securities Purchase Agreement entered into with the Subordinated
Note Holders
|
10.7*
|
|
Subordination
Agreement entered into between the May 2020 Investors and
Subordinated Note Holders
|
10.8*
|
|
Securities
Purchase Agreement, dated November 3, 2020, by and between the
Company and the investors signatory thereto
|
10.9*
|
|
Registration
Rights Agreement, dated November 3, 2020, by and between the
Company and the investors signatory thereto
|
|
Amended
and Restated Security Agreement, dated November 3, 2020, by and
between the Company and the investors signatory
thereto
|
|
|
Amended
and Restated Subordination Agreement, dated November 3, 2020 by and
between the Company, KORR Value LP and the investors signatory
thereto
|
|
|
Form of
Subsidiary Guaranty Agreement, dated November 3, 2020
|
|
|
First
Amendment and Waiver to May 2020 Financing, dated December 8,
2020
|
|
|
Second
Amendment and Waiver to May 2020 Financing, dated December 8,
2020
|
|
|
First
Amendment and Waiver to November 2020 Financing, dated December 8,
2020
|
|
|
Securities
Purchase Agreement, dated December 3, 2020 related to the December
2020 private placement
|
|
10.17*
|
|
2020
Omnibus Incentive Equity Plan
|
|
Amended
and Restated 2020 Omnibus Equity Incentive Plan
|
|
|
Securities
Purchase Agreement, dated May 19, 2021, by and between the Company
and the investors signatory thereto
|
|
|
Registration
Rights Agreement, dated May 19, 2021, by and between the Company
and the investors signatory thereto
|
|
|
Amended
and Restated Security Agreement, dated May 19, 2021, by and between
the Company and the investors signatory thereto
|
|
|
Form of
Subsidiary Guaranty Agreement, dated May 19, 2021
|
|
|
Description
of Oral Agreement for Investment Advisory Services with KORR
Acquisition Group, Inc.
|
|
|
Amended
and Restated Offer Letter with Craig
Denson
|
|
|
Consent
of Accell Audit & Compliance, P.A
|
|
|
Consent
of Seligson & Giannattasio, LLP
|
|
|
Consent
of K.K. Mehta CPA Associates, PLLC
|
|
|
Consent
of Seligson & Giannattasio, LLC
|
|
23.5*
|
|
Consent
of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit
5.1)
|
24.1*
|
|
Power
of Attorney (included on the signature page to the Registration
Statement)
|
*
|
Previously
Filed
|
|
CHARGE ENTERPRISES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Andrew Fox
|
|
|
|
Andrew
Fox
|
|
|
|
Chief
Executive Officer (Principal Executive Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Andrew Fox
|
|
Chairman
of the Board, Chief Executive Officer and
Director
|
|
October 28,
2021
|
Andrew
Fox
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/
Leah Scheweller
|
|
Chief Financial
Officer, (Principal Financial and Accounting
Officer)
|
|
October 28,
2021
|
Leah
Schweller
|
|
|
|
|
|
|
|
|
|
/s/
Craig Denson
|
|
Chief
Operating Officer and Director
|
|
October 28,
2021
|
Craig
Denson
|
|
|
|
|
|
|
|
|
|
/s/
Phil Scala
|
|
Secretary
and Director
|
|
October 28,
2021
|
Phil
Scala
|
|
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|
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|
|
/s/
Justin Deutsch
|
|
Director
|
|
October 28,
2021
|
Justin
Deutsch
|
|
|
|
|
|
|
|
|
|
/s/
James Murphy
|
|
Director
|
|
October 28,
2021
|
James
Murphy
|
|
|
|
|
|
|
|
|
|
/s/
Baron Davis
|
|
Director
|
|
October 28,
2021
|
Baron
Davis
|
|
|
|
|
|
|
|
|
|
/s/
Benjamin Carson, Jr.
|
|
Director
|
|
October 28,
2021
|
Benjamin
Carson, Jr.
|
|
|
|
|
|
|
|
|
|
/s/
Mark LaNeve
|
|
President
|
|
October 28,
2021
|
Mark
LaNeve
|
|
|
|
|
|
|
|
|
|
/s/
Nicole Antakli
|
|
Chief
Business Officer
|
|
October 28,
2021
|
Nicole
Antakli
|
|
|
|
|