When used in this Annual Report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions and financial trends that may affect our future plans of operations, business strategy, operating results and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed at the forepart of this Annual Report on page 2 hereof, and further, below, under "Trends and Uncertainties."

Overview of Current and Planned Business Operations

We continue to pursue market opportunities for the distribution of our current products and services described in our "Principal Products or Services and their Markets" summary on page 6 of this Annual Report. In addition, we continue to pursue expanded market distribution opportunities, development of new products and services, the addition of new lines of business and accretive acquisition opportunities that may enhance or expand our current product and service offerings.

Comparison of the Year Ended December 31, 2022, to the Year ended December 31, 2021





Results of Operations

In comparing our Statements of Operations between the years ended December 31, 2022, and 2021, we grew revenue, realized increased costs of revenue and operating expenses, and decreased net income.





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For the year ended December 31, 2022, we had $20,023,340 in revenues from operations compared to $12,834,844 in the prior year ended December 31, 2021, for a total revenue increase of $7,188,496, in 2022. The increase in 2022 revenue was due to our planned expansion within the Mobile Services segment, which allowed us to distribute high-speed mobile data service to low-income consumers.

For the year ended December 31, 2022, our cost of revenue was $15,033,733 compared to $7,105,464 in the prior year ended December 31, 2021, for a cost of revenue increase of $7,928,269, in 2022. Our cost of revenue increase was the result of delivering more devices to subscribers, as well as providing for sales compensation and network costs related to the higher growth occurring within the Mobile Services segment.

For the year ended December 31, 2022, we had gross profit of $4,989,607 compared to $5,729,380 in the prior year ended December 31, 2021, for a gross profit decrease of ($739,773) in 2022. This decline is directly related to up-front costs incurred by accelerating growth to acquire new customers within our Mobile Services segment.

For the year ended December 31, 2022, total operating expenses were $7,544,292 compared to $5,091,033 in the prior year ended December 31, 2021, for an increase of $2,453,259 in 2022. This increase was due primarily from additions in payroll and related expenses resulting from the hiring of our executive staff, as well as senior operations and customer support staff within our IM Telecom subsidiary. Additionally, increases in professional service fees for legal and billing, as related to the expansion of ACP and Lifeline in our Mobile Services segment.

For the year ended December 31, 2022, other income (expense) was ($397,675) compared to ($15,361) in the prior year ended December 31, 2021. This increase is due primarily to interest expense related to our CCUR loan.

For the year ended December 31, 2022, we had a net loss of ($2,952,360) compared to net income of $622,986 in the prior year ended December 31, 2021.

Liquidity and Capital Resources

As of December 31, 2022, we had $2,055,634 in cash and cash equivalents on hand.

Our ability to continue as a business is dependent upon our generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve (12) months with revenues from our operations and use of financing received during the year.

In comparing liquidity between the years ending December 31, 2022, and 2021, cash increased by 120%. The increase was the result of the CCUR $3,150,000 loan received to finance sales growth in our mobile services sector. Total liabilities increased by 294% in 2022when compared to 2021, as a result of the CCUR loan taken out in 2022. Going forward, growth from new service offerings is expected to provide additional liquidity for our business. Working capital decreased by $2,257,587 for the year ended December 31, 2022, primarily resulting from the addition of loans payable.

Our current ratio (current assets divided by current liabilities) was .92 as of December 31, 2022, and 2.91as of December 31, 2021.





Cash Flow from Operations

During the year ended December 31, 2022, and the year ended December 31, 2021, cash flow provided by operating activities was $(1,821,870) and $211,930, respectively. Decreased cash flows provided by operating activities were primarily attributable to a material increase in purchased inventory to support distribution and growth within the Mobile Services, as well as related sales compensation expenses.

Cash Flows from Investing Activities

During the year ended December 31, 2022, and the year ended December 31, 2021, cash flow provided by(used in) investing activities was $10,000 and ($10,000), respectively. The cash provided by investing activities during 2022 was the result of the sale of assets.





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Cash Flows from Financing Activities

During the year ended December 31, 2022, and the year ended December 31, 2021, cash flow provided by financing activities was $2,934,718 and $15,661, respectively. In 2022, cash flow generated from financing activities consisted of $3,150,000 cash received from short-term notes payable; ($173,532) cash used for payment of loan origination costs; ($150,000) cash used for repayment of notes payable; and $108,250 cash received from the exercise of incentive stock options. During the year ended December 31, 2021, cash flow used in financing activities was comprised of($94,339) for repayments of notes payable and $110,000 in cash received from the exercise of incentive stock options.





Going Concern

The Company generated a net loss of ($2,952,360) during the year ended December 31, 2022. We had net income of $622,986 in 2021. The Company experienced positive cash flow of $1,112,849 and $217,591 in 2022, and 2021, respectively. The accumulated deficit as of December 31, 2021, was $8,297,864.

The business received $3,150,000 in capital financing during the year ended December 31, 2022, to help grow the mobile services base in IM Telecom. The business gained additional distribution channels as a result, and at its peak more than tripled its subscriber base. High growth phases require immediate expense recognition, and as a result, management expected net operating losses during this high growth phase. Following this initial high-growth phase, management slowed the acceleration, and the business had an immediate (and expected) return to positive cash flow and recorded net operating profit of $301,135 in Q4 2022. In Q4 2022, management shifted its distribution channels towards its highest profit areas, and has seen Average Revenue Per User ("ARPU") increase as a result. Management also gained additional equipment suppliers, and has been able to leverage terms on device purchases, moving from prepayments up to thirty (30) days. We expect terms to become more favorable and offer greater use of our cash in 2023.

We are one of only a few businesses to hold a national ETC license, which provides us with additive reimbursement rates within the states we operate. We will continue to target and expand into new ETC licensed areas, and expect increasing returns as a result. Management believes as we expand state licensing under our ETC designation, this activity will only continue to increase the value of our ETC license within the marketplace and afford us additional financing capabilities for growth.

Critical Accounting Policies and Estimates





Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates in the accompanying financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the website and property and equipment, valuation of warrant and beneficial conversion feature debt discounts, valuation of share-based payments and the valuation allowance on deferred tax assets.

Impairment of Long-Lived Assets

We account for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.





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Fair Value of Financial Instruments and Fair Value Measurements

We measure their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

We have adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices which are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.





Leases

In February 2016, the FASB updated the accounting guidance related to leases. The most significant change in the updated accounting guidance requires lessees to recognize lease assets and liabilities on the balance sheet for all operating leases with the exception of short-term leases. The standard also expands the disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases. For a lessee, the recognition, measurement, and presentation of expenses and cash flows arising from a lease did not significantly change from previous guidance. We adopted the updated guidance on January 1, 2019, on a prospective basis and as a result, prior period amounts were not adjusted to reflect the impacts of the updated guidance. In addition, as permitted under the transition guidance within the new standard, prior scoping and classification conclusions were carried forward for leases existing as of the adoption date.





Revenue Recognition

We earn revenue from contracts with customers, primarily through the provision of telecommunications and other services. We account for these revenues under Accounting Standards Codification (ASC) 606, "Revenue from Contracts with Customers." This standard update, along with related subsequently issued updates, clarifies the principles for recognizing revenue and develops a common revenue standard U.S. GAAP. The standard update also amends current guidance for the recognition of costs to obtain and fulfill contracts with customers such that incremental costs of obtaining and direct costs of fulfilling contracts with customers will be deferred and amortized consistent with the transfer of the related good or service. Revenue from these services is generally recognized monthly as the services are provided. Such revenue is recognized based on usage, which can vary from month to month or at a contractually committed amount, net of credits or other billing adjustments. Advance billings for future service in the form of monthly recurring charges are not recognized as revenue until the service is provided.





Stock-Based Compensation

We record stock-based compensation in accordance with the guidance in ASC 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This requires that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10 and the conclusions reached by the ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.





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 Income Taxes

We account for income taxes in accordance with FASB ASC 740, "Income Taxes."

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (loss) in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is "more likely-than-not" that a deferred tax asset will not be realized.

Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. We had no liability for uncertain tax positions as of December 31, 2022, and 2021. Interest and penalties, if any, related to unrecognized tax benefits would be recognized as interest expense. We do not have any accrued interest or penalties associated with unrecognized tax benefits, nor was any significant interest expense recognized during the years ended December 31, 2022, and 2021.





Earnings Per Share

We follow ASC Topic 260 to account for the earnings per share. Basic earnings per common share calculations are determined by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share calculations are determined by dividing net income available to common stockholders by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

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