When used in this Quarterly 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 Quarterly 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 further below under "Trends and Uncertainties," and include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

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 8 of this Quarterly 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.





Results of Operations

Comparison of the quarter ended March 31, 2022, to the quarter ended March 31, 2021

For the quarter ended March 31, 2022, we had $4,227,856 in revenues from operations compared to $2,392,838 for the quarter ended March 31, 2021, for a total revenue increase of $1,835,018. This increase in first quarter revenue was caused by an increase in both our Hosted Services and Mobile Services segments, with Mobile Services expanding due to the introduction of the ACP program, which also boosted the Lifeline program, adding additional revenues for the distribution of high-speed mobile data service to low-income consumers.

For the quarter ended March 31, 2022, our cost of revenue was $2,580,595 compared to $1,481,677 in the quarter ended March 31, 2021, for a cost of revenue increase of $1,098,918. Our first quarter cost of revenue increase was primarily the result of increased network, handset and sales commission costs related to distributing additional services.

For the quarter ended March 31, 2022, we had a gross profit of $1,647,261 compared to $911,161 in the quarter ended March 31, 2021, for a gross profit increase of $736,100 in the first quarter.

For the quarter ended March 31, 2022, total operating expenses were $1,596,556 compared to $1,141,641 in the quarter ended March 31, 2021, for an increase of $454,915 in the first quarter. This increase was due primarily to increases in payroll and related expenses resulting mostly from the hiring of management level operations positions in both our subsidiaries Apeiron Systems and IM Telecom.

For the quarter ended March 31, 2022, other income (expense) was $(95,154) compared to $(2,242) in the quarter ended March 31, 2021.

For the quarter ended March 31, 2022, we had a net loss of $44,449 compared to a net loss of $232,722 in the quarter ended March 31, 2021. The loss for the quarter ended March 31, 2022, was impacted by an acceleration of growth in our Mobile Services segment that increased our customer acquisition cost and some one-time charges described below.

As part of the Company's Mobile Service expansion plan, the Company took one-time legal and regulatory charges in the first quarter 2022 of approximately $103,000 to support expansion into additional Mobile Service distribution territories (i.e., states).

Due to the success we are having with growing our Mobile Services subscriber base, Management has chosen, over the next two quarters, to accelerate growth within this segment, primarily influenced by expanded government subsidies and new wireless voice/data services for eligible low-income families. As a result, the Company recognized increases in Mobile Services revenue and direct costs during the quarter ending March 31, 2022. Since the Company may not capitalize customer acquisition costs over the average life of a customer, we recognize the full incremental cost of each new Mobile Service customer at the start of service, which is typically recovered within 100 days after activation. During this period of intentional accelerated growth, Management foresees a temporary reduction of gross margins as the Company continues to accelerate the expansion of its Mobile Service customer base.





15

Liquidity and Capital Resources

As of March 31, 2022, we had $1,452,869 in cash and cash equivalents on hand.

In comparing liquidity between the three-month periods ending March 31, 2022, and March 31, 2021, cash assets increased by 155.2%. This increase was primarily attributable to adding more Mobile Services subscribers. Liabilities and total overall debt declined by 5.1% in the three-month period ended March 31, 2022, when compared to March 31, 2021. Growth in our Mobile Services customer base is expected to provide additional long-term liquidity, however, in the near term, additional operating capital may be required to support a period of expanding Mobile Services growth. Therefore, Management is currently working to secure short term debt financing to support the growth of our government subsidized Mobile Services.

Our current ratio (current assets divided by our current liabilities) decreased to 2.81 as of March 31, 2022, compared to .94 as of March 31, 2021. Working capital increased by 3,151.8%.





Cash Flow from Operations

During the three months ended March 31, 2022, cash flow provided by operating activities was $520,084, and for the three months ended March 31, 2021, cash flow used in operating activities was $114,538.

Cash Flows from Investing Activities

During the three months ended March 31, 2022, and 2021, no cash flow was used in investing activities.

Cash Flows from Financing Activities

During the three months ended March 31, 2022, no cash flow was used in financing activities. For the three months ended March 31, 2021, net cash flow used in financing activities was $31,321, for repayments of notes payable.





Going Concern

For the three months ended March 31, 2022, the Company generated a net loss of $44,449, compared to a net loss for the three months ended March 31, 2021, of $232,722. The Company has continued to sustain itself through the operations of the business, indicated by net cash from operations of $520,084 for the three months ended March 31, 2022. The accumulated deficit as of March 31, 2022, is $5,389,954.

The Company has continued to ameliorate any substantial going concern doubt by generating additional cash flow in the first quarter of 2022, the year ended 2021 and the year ended 2020; however, as the Company has started to increase its Mobile Services customer base in the first quarter of 2022 and for the foreseeable future, additional operating capital to may be required to support expanding customer acquisition costs (sales).

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements during the three-month period ended March 31, 2022.





Critical Accounting Policies



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 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. As of March 31, 2022, and March 31, 2021, there are 2,875,000 and 3,475,000 respectively, potentially dilutive common shares.







16

Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of receivables, cash and cash equivalents.

All cash and cash equivalents are held at high credit financial institutions. These deposits are generally insured under the FDIC's deposit insurance coverage; however, from time to time, the deposit levels may exceed FDIC coverage levels.

The Company has a concentration of risk with respect to trade receivables from customers and cellular providers. As of March 31, 2022, the Company had a significant concentration of receivables (defined as customers whose receivable balances are greater than 10% of total receivables) due from two (2) customers in the amounts of $802,886, or 85.5% and $109,975, or 11.7%. It should be noted that the largest customer is the FCC. As of December 31, 2021, the Company had a significant concentration of receivables from two (2) customers in the amounts of $783,431, or 63.9%, and $194,647, or 15.9%.

Concentration of Major Customer

A significant amount of the revenue is derived from contracts with major customers and cellular partners. For the three months ended March 31, 2022, the Company had two (2) customers that accounted for $915,837 or 21.7% and $2,431,569 or 57.5% of revenue, respectively. For the three-month period ended March 31, 2021, the Company had one (1) customer that accounted for $830,134, or 34.7%, of revenue.

Effect of Recent Accounting Pronouncements

The Company has evaluated all recent accounting pronouncements and believes that none will have a significant effect on the Company's financial statements.

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