goig_s1a

human error;

physical or electronic security breaches;

fire, earthquake, flood and other natural disasters;

water damage;

power loss; and

terrorism, sabotage and vandalism.

-76-

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Charge Enterprises Inc.

Consolidated Balance Sheets at March 31, 2020 and March 31, 2020		F-2
Consolidated Statements of Operations for the three months ended March 31, 2020 and March 31, 2020		F-3
Consolidated Statements of Comprehensive Loss at March 31, 2020 and March 31, 2020		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 and March 31, 2020		F-5
Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and March 31, 2020		F-7
Notes to Consolidated Financial Statements		F-8

Report of Independent Public Accounting Firm
Consolidated Balance Sheets at December 31, 2020 and December 31, 2019		F-29
Consolidated Statements of Operations for the years ended December 31, 2020 and December 31, 2019		F-30
Consolidated Statements of Comprehensive Loss at December 31, 2020 and 2019		F-31
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2020 and 2019		F-32
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-33
Notes to Consolidated Financial Statements		F-34

PTGi International Carrier Services Inc.
Unaudited Consolidated Financial Statements as of September 30, 2020
Consolidated Balance Sheets		F-71
Consolidated Statements of Operations		F-72
Consolidated Statement of Comprehensive Income		F-73
Consolidated Statements of Changes in Stockholder’s Equity (Deficit)		F-74
Consolidated Statements of Cash Flows		F-75
Notes to the Financial Statements		F-76

Audited Consolidated Financial Statements for the fiscal years ended December 31, 2019 and 2018
Report of Independent Registered Public Accountancy Firm		F-84
Consolidated Balance Sheets at December 31, 2019 and December 31, 2018		F-85
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018		F-86
Consolidated Statements of Comprehensive Income (Loss)		F-87
Consolidated Statement of Changes in Stockholder’s Equity (Deficit) for the years ended December 31, 2019 and 2018		F-88
Consolidated Statements of Cash Flows for the years December 31, 2019 and 2018		F-89
Notes to Consolidated Financial Statements		F-90

GetCharged, Inc.
Unaudited Condensed Financial Statements as of September 30, 2020
Balance Sheet		F-100
Statement of Income		F-101
Statement of Changes in Stockholders’ Equity		F-102
Statement of Cash Flows		F-103
Notes to Financial Statements		F-104

Audited Consolidated Financial Statements for the year ended December 31, 2019
Independent Auditor's Report		F-110
Balance Sheet For the Years Ended December 31, 2019		F-111
Statement of Income For the Years Ended December 31, 2019		F-112
Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2019		F-113
Statement of Cash Flows For the Years Ended December 31, 2019		F-114
Notes to Financial Statements		F-115

Audited Consolidated Financial Statements for the year ended December 31, 2018
Independent Auditor's Report		F-125
Balance Sheet For the Years Ended December 31, 2018		F-126
Statement of Income For the Years Ended December 31, 2018		F-127
Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2018		F-128
Statement of Cash Flows For the Years Ended December 31, 2018		F-129
Notes to Financial Statements		F-130

F-1

CHARGE ENTERPRISES, INC. (F/NA/ TRANSWORLD HOLDINGS, INC.) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,	December 31,
	2021 (Unaudited)	2020
ASSETS
Current assets
Cash and cash equivalents	$11,113,527	$11,629,303
Accounts receivable, net	42,600,467	64,129,327
Deposits and prepaids	410,163	370,081
Other current assets, net	171,806	227,307
Marketable securities	6,402,424	2,992,710
Investment in Oblong (OBLG)	249,000	257,000
Investment in MPS	149,262	149,262
Total current assets	61,096,649	79,754,990

Property, plant and equipment, net	1,990,325	1,774,176
Non-current assets	223,000	259,157
Goodwill	17,175,990	17,175,990
Deferred tax asset	443,006	443,006
Total assets	$80,928,970	$99,407,319

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$52,571,115	$69,914,181
Accrued liabilities	702,391	785,172
Deferred revenue	402,936	3,455,886
Convertible notes payable, net of discount	1,870,004	1,436,144
Convertible notes payable, related party, net of discount	0	275,984
Related party payable	40,050	189,312
Derivative liabilities	749,930	749,600
Total current liabilities	56,336,426	76,806,279

Non-current liabilities:
Convertible notes payable, net of discount	2,030,695	1,947,945
Total liabilities	58,367,121	78,754,224

Commitments and contingencies

Stockholder's Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
Series A: 1,000,000 authorized; 1,000,000 shares issued and outstanding at March 31, 2021 and December 31, 2020	1,000	1,000
Common stock, $0.001 par value; 6,800,000,000 shares authorized 149,428,974 and 140,018,383 issued and outstanding at March 31, 2021 and December 31, 2020	149,428	140,018
Common stock to be issued, 8,204,545 and 13,425,750 shares at March 31, 2021 and December 31, 2020	8,205	13,426
Additional paid in capital	78,320,228	72,583,222
Accumulated other comprehensive income	288,093	110,085
Accumulated deficit	(56,205,105)	(52,194,656)
Total stockholders' equity	22,561,849	20,653,095
Total liabilities and stockholders' equity	$80,928,970	$99,407,319

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the three months ended March 31,
	2021	2020

Revenues	$111,127,641	$-
Cost of Goods Sold	109,509,320	-
Gross Margin	1,618,321	-

Operating expenses
Stock based compensation	4,563,196	-
General and administrative	1,299,287	2,148
Professional fees	247,152	-
Salaries and related benefits	832,384	1,442
Depreciation expense	49,947	-
Total operating expenses	6,991,966	3,590

Net operating loss	(5,373,645)	(3,590)

Other income (expenses):
Interest expense	(181,002)	(323)
Amortization of debt discount	(1,113,117)	-
Amortization of debt discount, related party	(95,127)	-
Change in fair value of derivative liabilities	(330)	-
Foreign exchange adjustments	(451,478)	-
Gain on settlement of liabilities	-	10,590
Net income from investments	3,204,250	-
Total other income (expenses)	1,363,196	10,267

Income tax benefit (expense)	-	-

Net income (loss)	$(4,010,449)	$6,677

Basic loss per share	$(0.03)	$0.00

Weighted average number of shares outstanding, basic	147,806,984	9,948,895

Diluted loss per share	$(0.03)	$0.00

Weighted average number of shares outstanding, basic and diluted	147,806,984	9,948,895

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED

	Three Months Ended March 31,
	2021	2020
Net (loss) income	$ (4,010,449)	$ 6,677
Other comprehensive income
Foreign currency translation adjustment	(40,919)	-
Reclassification adjustment – gain on sale of stock, net of tax	(3,182,711)	-
Unrealized gain on available-for-sale securities	3,401,638	-
Other comprehensive income	178,008	-
Comprehensive income	$ (3,832,441)	$ 6,677

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CHARGE ENTERPRISES, INC.

(F/NA/ TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2021

			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	$ 110,085	$ (52,194,656)	$ 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	-	-	-	-	-	-	-	178,008	(4,010,449)	(3,832,441)

Balance, March 31, 2021	1,000,000	$ 1,000	149,428,974	$ 149,428	8,204,545	8,205	$ 78,320,228	$ 288,093	$ (56,205,105)	$ 22,561,849

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CHARGE ENTERPRISES, INC.

(F/NA/ TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2020

	Preferred Stock
	Series B		Series A		Series C		Series D		Common Stock			Additional Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	To Be Issued	Capital	Deficit	Total
Balance, January 1, 2020	200,000	$ 200	-	$ -	2,000,000	$ 2,000	418,251	$ 418	6,370,639,025	$ 4,758,168	1,612,475	$ 10,793,092	$ (17,502,305)	$ (335,952)

Sale of common stock	-	-	-	-	-	-	-	-	-	1,612,475	(1,612,475)	-	-	-

Sale of Series E Preferred Stock	-	-	-	-	-	-	125,000	125	-	-	-	12,375	-	12,500

Net income	-	-	-	-	-	-	-	-	-	-	-	-	6,677	6,677

Balance, March 31, 2020	200,000	$ 200	-	$ -	2,000,000	$ 2,000	543,251	$ 543	6,370,639,025	$ 6,370,643	0	$ 10,805,467	$ (17,495,628)	$ (316,775)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the Three Months Ended March 31,
	2021	2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (4,010,449)	$ 6,677
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	49,947	-
Stock-based compensation	4,730,545	-
Change in fair value of derivative liabilities	330	-
Amortization of debt discount	1,113,117	-
Amortization of debt discount, related party	95,127	-
Net income from investments	(3,182,711)	-
Changes in working capital requirements:
Accounts receivable	21,528,860	-
Prepaids and other current assets	51,578	-
Accounts payable	(11,321,223)	(14,390)
Accrued expenses	(9,285,345)	-
Related party advances	-	(4,818)
Net cash used in operating activities	(230,224)	(12,531)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets	(266,096)	-
Net cash used in investing activities	(266,096)	-

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of preferred shares	-	12,500
Net cash provided by financing activities	-	12,500

Foreign currency adjustment	(19,456)	-

NET INCREASE IN CASH	(515,776)	(31)
CASH, BEGINNING OF PERIOD	11,629,303	-
CASH, END OF PERIOD	$ 11,113,527	$ (31)

Supplemental disclosure of cash flow information
Cash paid for interest expense	$ 110,123	$ -
Cash paid for income taxes	$ -	$ -

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CHARGE ENTERPRISES, INC.

(FORMERLY TRANSWORLD HOLDINGS, INC.

AND GOIP GLOBAL, INC.) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of operations

Charge Enterprises, Inc. (“Charge Enterprises” (formerly known as “Transworld Holdings, Inc.” “GoIP Global, Inc.”, “GoIP”) was incorporated on May 8, 2003 as E Education Network, Inc. (“EEN”) under the laws of the State of Nevada. On August 10, 2005, the Company’s name was changed to GoIP Global, Inc. On December 28, 2017, the Company was redomiciled in Colorado. On October 1, 2020, the Company was redomiciled to Delaware and the name was changed to TransWorld Holdings, Inc.

On April 30, 2020, the Company entered into a Share Exchange Agreement with TransWorld Enterprises Inc. (“TW”), a Delaware Corporation. As part of the exchange the Company has agreed to issue 1,000,000 share of Series D Preferred Stock and 1,000,000 shares of Series F Preferred Stock in exchange for all the equity interest of TW. TW, as a holding company, will focus on acquiring controlling interests in profitable basic businesses. Initially, TW will focus on acquiring transportation companies and simple manufacturing and or consumer products businesses.

On July 13, 2020, the Board of Directors of the Company approved, subject to shareholder approval, (i) a Plan of Conversion, pursuant to which the Company will convert from a corporation incorporated under the laws of the State of Colorado to a corporation incorporated under the laws of the State of Delaware (the “Reincorporation”), and such approval includes the adoption of the Certificate of Incorporation (the “Delaware Certificate”) and the Bylaws (the “Delaware Bylaws”) for the Company under the laws of the State of Delaware, and a change in the name of the Company from “GoIP Global, Inc.” to “Transworld Holdings, Inc.”, each to become effective concurrently with the effectiveness of the Reincorporation and (ii) a reverse stock split of our outstanding common stock in a ratio of one-for-five hundred (1:500), provided that all fractional shares as a result of the split shall be automatically rounded up to the next whole share (the “Reverse Split”), to become effective immediately prior to the effectiveness of the Reincorporation. On August 7, 2020, shareholder approval for these actions was obtained. The Reincorporation was effective October 1, 2020 and the reverse split was effective on October 6, 2020.

On January 26, 2021, following its acquisitions of PTGI and GetCharged, we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc.

The Company effected a 500:1 reverse stock split on October 6, 2020. Share amounts are reflected given effect to the reverse stock split on a retroactive basis.

2.	Summary of significant accounting policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

Charge Enterprises, Inc. (formerly Transworld Holdings, Inc. and GoIP Global, Inc.) has seven wholly-owned subsidiaries: TransWorld Enterprises, Inc., Get Charged Inc. ,PTGI International Carrier Services, Inc. (“ICS”), Charge Communications, Inc., Charge Infrastructure, Inc., Charge Investments, Inc. and Charge Services, LLC. The unaudited consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements has been included. The results and trends in these interim consolidated financial statements for the three months ended March 31, 2021 and 2020 may not be representative of these for the full fiscal year or any future periods. These consolidated financial statements should be read in conjunction with the company’s latest annual financial statements. The year end is December 31.

F-8

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates. Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from services. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

PTGI

PTGI operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. All customers have a bilateral relationship with PTGI, meaning they have both a customer and vendor relationship with PTGI. In these cases, PTGI sells the customer access to the PTGI supplier routes but also purchases access to the customer’s supplier routes. Net revenue is derived from the long-distance data and transit traffic. Net revenue is earned based on the number of minutes during a call multiplied by the price per minute, and is recorded upon completion of a call. Completed calls are billable activity while incomplete calls are non-billable. Incomplete calls may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through PTGI’s billing software, such as minutes and market rates. Customized billing software has been implemented to track the information from the switch and analyze the call detail records against stored detailed information about revenue rates. This software provides PTGI with the ability to perform a timely and accurate analysis of revenue earned in a period. PTGI evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control and significant influence to determine whether the PTGI acts as a principal (i.e. gross recognition) or an agent (i.e. net recognition). PTGI has determined that it acts as a principal for all of its performance obligations in connection with all revenue earned. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of PTGI’s cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense.

F-9

Fair Value Measurements and Fair Value of Financial Instruments

Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December 31, 2020.

Description	Level 1	Level 2	Level 3

Assets
Marketable securities, including investment in Oblong, Inc	$ 6,651,424	$ —	$ —

Liabilities
Derivative liabilities	—	—	749,930

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company has embedded features that are classified as derivative liabilities. As of March 31, 2021 and December 31, 2020, the Company had $749,930 and $749,600 in derivative liabilities, respectively.

F-10

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. During the three months ended, the Company recorded $4,563,196 in stock-based compensation expense related to these options.

Convertible Debentures

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options". In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt. During the year ended December 31, 2020, the Company issued convertible notes resulting in a beneficial conversion feature in the amount of $3,439,874.

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. Advertising, marketing and public relations expense totaled $39,267 and $0 for the three months ended March 31, 2021 and 2020, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination.

F-11

The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) Per Common Share

The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

Segments

The Company determined its reporting units in accordance with ASC 280, “Segment Reporting” (“ASC 280”). Management evaluates a reporting unit by first identifying its’ operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

Management has determined that the Company has three consolidated operating segments, one of which is currently material (ICS). We are reporting all as one segment because the other two are immaterial. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has adopted this guidance effective January 1, 2019. The Company currently has no leases.

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments ("ASC 326"). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

F-12

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend on the composition and terms of the financial instruments at the time of adoption.

3.	Concentration of credit risks

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. At March 31, 2021 and December 31, 2020, the Company had $10,097,380 and $9,715,176 in excess of FDIC insurance, respectively.

4.	Fixed assets

Fixed assets consisted of the following at March 31, 2021 and December 31, 2020:

	March 31,	December 31,
	2021	2020

Equipment	$ 3,886,518	$ 3,620,422
Computer hardware	125,825	125,825
Computer software	27,750	27,750
Furniture and fixtures	824	824
	4,040,917	3,774,821
Less: Accumulated depreciation	(2,050,592)	(2,000,645)
Fixed assets – net	$ 1,990,325	$ 1,774,176

Depreciation expense was $49,947 and $0 for the three months ended March 31, 2021 and 2020, respectively.

F-13

5.	Marketable securities and other investments

Available-for-sale securities are stated at fair value in accordance with ASC Topic 320 “Investments- Debt and Equity”. Under this standard, certain investments in debt and equity securities will be reported at fair value. The Company’s marketable securities are being reported as available for sale and any changes in their value are included in comprehensive income and as a separate component of stockholders’ equity. The market value of the securities is determined using prices as reflected on an established market. Realized and unrealized gains and losses are determined on an average cost basis.

The value of these securities at March 31, 2021 is as follows:

	Brokerage Account	Oblong (OBLG)
Cost	$ 6,114,331	$ 200,000
Gross unrealized gain	288,093	49,000
Gross unrealized loss	-	-
Fair value	$ 6,402,424	$ 249,000

In December 2020, the Company acquired 2,952 Class C shares of Mobile Power Solutions SRL (“MPS”) in exchange for $149,262. These Class C shares are nonmarketable securities, which does not have a readily determinable value. The Company has elected under ASU 2016-01 to reflect its fair value at cost less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment in MPS. There were no observable transactions in similar shares of MPS between the acquisition date and March 31, 2021.

6.	Business acquisitions

TransWorld Enterprises, Inc.

Effective April 30, 2020, the Company entered into an agreement to acquire 100% of the outstanding equity interests of TransWorld, pursuant to that certain Share Exchange Agreement (referred to as the “Exchange Agreement”), by and among the Company, TransWorld and the shareholders of TransWorld. The transactions contemplated by the Exchange Agreement closed on May 8, 2020. In accordance with the Exchange Agreement, the Company acquired all of the outstanding shares of TransWorld in exchange for 1,000,000 shares of each of the Company’s series D and series F preferred stock. The series D preferred stock is convertible into 12.5% of the Company’s issued and outstanding shares of common stock upon consummation of a reverse stock split and votes on an as converted basis. The series F preferred stock is convertible into 12.5% of the Company’s issued and outstanding shares of common stock at any time at the option of the holder and votes on an as converted basis.

TransWorld did not meet the definition of a business under ASC 805, Business Combinations. As such the transaction was treated as an asset purchase. According to ASC 805-50-30-2 if the consideration given is not in the form of cash, measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the asset (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. In this case, TransWorld did not have any assets. As such the value of the consideration was valued at $3,057,907, which was the value of the Series D and Series F Preferred stock. The entire value was recoded as goodwill. As of December 31, 2020, we determined that the full amount of goodwill related to this transaction needed to be impaired. As such we recorded a loss on impairment of goodwill in the amount of $3,057,907.

F-14

Romolos Corp.

On August 10, 2020, the Company entered into an Asset Purchase Agreement with Romolos Corp. The agreement provided for the purchase of the rights and assets related to the operation of a FedEx Route for a purchase price of $900,000. The route is currently serving no less than an average of 3,000 weekly stops based upon annual 2020 deliveries made to date. The purchase will be all cash. The acquisition is subject to approval by FedEx, an overlap of an additional acquisition, which is expected to sign in the near term, and customary due diligence. During the year ended December 31, 2020, the Company paid a $90,000 deposit towards the purchase. As of December 31, 2020, the acquisition did not close by the date set forth in the agreement and the Company decided to no longer pursue this transaction.

APS Transportation Inc.

On August 27, 2020, the Company entered into an Asset Purchase Agreement with APS Transportation, Inc. The agreement provides for the purchase of the rights and assets related to the operation of a FedEx Route for a purchase price of $525,000. The route is currently serving no less than an average of 3,000 weekly stops based upon annual 2020 deliveries made to date. The purchase will be all cash. The acquisition is subject to approval by FedEx, an overlap of an additional acquisition, which is expected to sign in the near term, and customary due diligence. During the years ended December 31, 2020, the Company paid a $52,500 deposit towards the purchase. As of December 31, 2020, the acquisition did not close by the date set forth in the agreement and the Company decided to no longer pursue this transaction.

Of the $142,500 in route deposits, the Company received $132,500 back. During the three months ended March 31, 2021, the Company wrote off the remaining $10,000 as it does not expect to collect it.

GetCharged, Inc.

On August 27, 2020, the Company entered into a stock purchase agreement with GetCharged, Inc. (“GetCharged”). In connection with the agreement, the Company will purchase the outstanding shares of GetCharged in exchange for $17,500,000 to be paid in the Company’s common stock. The Closing on the acquisition occurred on October 12, 2020 with the Company issuing 60,000,000 shares of common stock valued at $28,200,000, or $0.47 per share. In connection with the closing, the Company owed a success fee of 3%, or $525,000, to KORR Value LP, an entity controlled by Kenneth Orr, the Company’s Executive Chairman. As of December 31, 2020, the success fee has been paid in full.

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

F-15

The initial goodwill calculated was $27,326,861. Since the consideration given was $10,700,000 in excess of the consideration promised by the agreement, the company is immediately recording a loss on goodwill impairment in the amount of $10,700,000. The remaining goodwill of $16,626,861 is recorded on the reporting unit’s books.

PTGI International Carrier Services, Inc.

On October 2, 2020, the Company entered into a stock purchase agreement with the shareholders of PTGI International Carrier Services Inc. (“ICS”) pursuant to which the Company agreed to acquire 100% of the outstanding voting securities of ICS in consideration for $892,000 (the “ICS Acquisition”). The closing of the ICS Acquisition occurred on October 31, 2020. In connection with the closing, the Company owed a success fee of $505,000, to KORR Value LP, an entity controlled by Kenneth Orr, the Company’s Executive Chairman. As of December 31, 2020, the success fee has been paid in full.

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

The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The acquisition resulted in $549,129 in goodwill which is recorded on the reporting unit’s books.

F-16

7.	Note receivable

On June 9, 2020, the Company issued $405,000 for a promissory note to Root Protocols Corp. The note has an interest rate of 16% and a maturity date of 120 days. In connection with the $525,000 success fee owed to KORR Value, LP, KORR agreed to take over the note receivable balance of $405,000 as a $405,000 payment toward the success fee.

8.	Related party payables

As of December 31, 2019, the balance in related party payables amounted to $302,031. The Company had an oral agreement with the Company’s former CEO (Isaac H. Sutton), who provided management services through a private entity that he owns. On April 30, 2020 Isaac H. Sutton stepped down as CEO of the Company and is no longer a related party. The related party payable was converted to a convertible note payable in the amount of $300,000. The balance of that convertible note payable as of December 31, 2020 was $227,525. See Note 9.

During the year ended December 31, 2020, the Company’s CEO Andrew Fox advanced cash and paid bills on behalf of the Company, through its subsidiary, Get Charged, Inc. During the year ended December 31, 2020, $40,000 was advanced in cash and bills in the amount of $149,312 were paid on the Company’s behalf. The balance in related party payable at March 31, 2021 and December 31, 2020 was $40,050 and $189,312, respectively.

9.	Convertible notes payable

The carrying value of convertible notes payable, net of discount, as of March 31, 2021 and December 31, 2020 was $3,900,699 and $3,384,089, respectively, as summarized below:

	March 31,	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)	0	227,525
Convertible notes payable issued August 25, 2020 (8% interest)	220,000	386,667
Convertible notes payable issued August 27, 2020 (8% interest)	0	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
Total face value	7,158,666	7,841,747
Less: unamortized discount and debt issue costs	(3,257,967)	(4,457,658)
Carrying value	$ 3,900,699	$ 3,384,089

May 2020 Financing $3,000,000 Face Value

On May 8, 2020, the Company entered into a securities purchase agreement with certain institutional investors (collectively, the “May 2020 Investors”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $3 million for an aggregate purchase price of $2.7 million (collectively, the “Notes”). In connection with the issuance of the Notes, the Company issued to the May 2020 Investors warrants to purchase an aggregate of 7,600,000 shares of Common Stock (collectively, the “Warrants”) and 7.5 shares of series G convertible preferred stock (the “Series G Preferred Stock”). The Notes as amended mature on May 8, 2022, unless earlier converted. The Notes accrue interest at a rate of 8% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable in cash on a quarterly basis beginning on December 31, 2020. The May 2020 Notes are convertible at any time, at the holder’s option, into shares of our common stock at an initial conversion price of $0.25 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%) and subject to a decrease in the conversion price to the greater of (i) $0.01 or (ii) 75% of the average VWAP of the Common Stock for the immediately preceding five (5) Trading Days on the date of conversion. The conversion price is also subject to adjustment due to certain events, including stock dividends, and stock splits. The Notes may be redeemed by the Company, in its sole discretion, in an amount equal to 110% of the principal amount, interest and any other amounts owed under the Notes, subject to certain limitations.

F-17

Each Warrant is exercisable for a period of two years from the date of issuance at an initial exercise price of $0.50 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the exercise price then in effect. The May 2020 Investors may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement. In the event the May 2020 Investors exercise the Warrants on a cashless basis, then we will not receive any proceeds.

The Series G Preferred Stock have no voting rights and shall convert into 7.5% of our issued and outstanding shares of common stock upon consummation of a reverse stock split of our Common Stock.

The Notes rank senior to all current and future indebtedness of the Company and are secured by substantially all of the assets of the Company.

A Registration Rights Agreement was executed in connection with the issuance of the Notes, the Warrants and the Preferred Stock. If we fail to have it declared effective by the SEC within 150 days following the date of the financing, or if the Company fails to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rue 144 under the Securities Act of 1933, as amended, without any volume or manner of sale restrictions, then the Company will be obligated to pay to the May 2020 Investors liquidated damages equal to then, in addition to any other rights the May 2020 Investors may under applicable law, upon the occurrence of any such event and on each monthly anniversary of thereafter until the event is cured, the Company shall pay to the May 2020 Investors an amount in cash equal to their pro rata portion of $50,000, provided such amount shall increase by $25,000 on every thirty (30) day anniversary, until such events are satisfied.

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative feature was a true up provision. The true up provision bears risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation.

We did analyze the detachable warrants under ASC 480-10 and ASC 815. The warrants did not fall under the guidance of ASC 480-10. After analyzing the warrants under ASC 815, it was determined that the warrants did meet all the requirements for equity classification under guidance of ASC 815-40-25-1 through 6.

F-18

April 30, 2020 Sutton Global Note $227,525 Face Value

On April 30, 2020, the former CEO converted his payable into a convertible note with a face value of $300,000. The note has a coupon rate of 6% and a maturity date of December 31, 2021. The note is convertible at a rate of $.0005 per share. Since the note added a conversion option, it resulted in a debt modification requiring the Company to record a loss on modification of debt in the amount of $98,825. The Company recorded interest expense related to this note in the amount of $4,751 for the years ended December 31, 2020. On March 25, 2021, Sutton Global Associates converted $149,000 in principal and $12,125 in accrued interest into 644,499 shares of the company common stock.

Notes issued between August 25, 2020 and September 14, 2020 Aggregate $725,333 Face Value

Between August 25, 2020 and September 14, 2020, the Company issued convertible notes in an aggregate principal amount of $436,444 for an aggregate purchase price of $395,000. In connection with the issuance of the Notes, the Company issued warrants to purchase an aggregate of 872,887 shares of Common Stock. The notes have a coupon rate of 8% and a maturity date of one year.

On August 27, 2020, a related party reassigned $288,889 in principal to an unrelated party. On March 24, 2021, this party converted $288,889 in principal and $13,297 in accrued interest into 1,208,743 shares of common stock.

On March 9, 2021, a party converted $166,668 in principal and $7,106 in accrued interest into 695,706 shares of common stock.

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

November 2020 Financing $3,888,889 Face Value

On November 3, 2020, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “November 2020 Investors”) pursuant to which it issued convertible notes in an aggregate principal amount of $3.8 million for an aggregate purchase price of $3.5 million (collectively, the “November 2020 Notes” and together with the May 2020 Notes, the “Notes”). In connection with the issuance of the November 2020 Notes, we issued to the November 2020 Investors 903,226 shares of common stock. The November 2020 Notes are convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $0.25 per share.

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

F-19

Based on the above, the Company allocated the face value as follows:

	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

For the May 8, 2020 notes, the value assigned to the Series G convertible preferred stock and warrants were based on their relative fair values.

Amortization of debt discount and accrued interest

For the three months ended March 31, 2021, the Company recorded $1,113,117 in amortization of debt discount. The amount of unamortized discount and debt issue costs as of March 31, 2021 was $3,257,967. Through March 31, 2021, the Company recorded $155,668 in accrued interest related to the notes, which is included within accrued liabilities on the consolidated balance sheet. In connection with the financing, the Company paid $30,000 in debt issue costs. These costs were recorded as a contra-liability and will be amortized over the life of the loan.

10.	Convertible notes payable, related parties

The carrying value of convertible notes payable related party, net of discount, as of March 31, 2021 and December 31, 2020 was $0 and $275,984 as summarized below:

	March 31,	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

F-20

KORR Value Financing

In May and June 2020, the Company entered into a securities purchase agreement with KORR Value LP, an entity controlled by Kenneth Orr, the Company’s Executive Chairman, pursuant to which the Company issued convertible notes in an aggregate principal amount of $550,000 for an aggregate purchase price of $495,000 (collectively, the “KORR Notes”). In connection with the issuance of the KORR Notes, the Company issued to KORR Value warrants to purchase an aggregate of 1,266,667 shares of Common Stock (collectively, the “KORR Warrants”). The KORR Notes and KORR Warrants are on substantially the same terms as the Notes and Warrants issued to the Selling Shareholders except that the KORR Notes are subordinated to the Notes. On August 27, 2020, notes totaling $288,889 were assigned to an unrelated party (Note 10).

9 Madison Inc. Financing

On September 2, 2020, the Company entered into a securities purchase agreement with 9 Madison, Inc., an entity controlled by Andrew Fox, the Company’s CEO, pursuant to which the Company issued a convertible note in the amount of $110,000 for an aggregate purchase price of $100,000. The notes are convertible at the holders option at a conversion price of $0.25 per share. In connection with the issuance of the Notes, the Company issued to 9 Madison warrants to purchase an aggregate of 440,000 shares of Common Stock

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

Based on the previous conclusions, the Company allocated the face value as follows:

	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

On August 27, 2020, the Company repaid $13,183 in interest to KORR Value.

For the three months ended March 31, 2021, the Company recorded $95,127 in amortization of debt discount. As of March 31, 2021, the Company recorded $6,019 in accrued interest related to the note.

F-21

On March 15, 2021, KORR Value converted $261,111 in principal and $17,798 in accrued interest into 1,115,638 shares of common stock.

On March 15, 2021, 9 Madison converted $110,000 in principal and $4,677 in accrued interest into 458,709 shares of common stock.

11.	Derivative liabilities

The May 2020 notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the true up provision, which provides that in the event that the proceeds received by the Holder from the sale of all the Conversion Shares and up to 50% of the Commitment Shares (“Hurdle Shares”) does not equal at least $750,000 (the “Hurdle Return”) on June 1, 2021 (the “True-Up Payment Date”), the Company must pay the Holders their pro rata portion of an amount in cash (the “True-Up Payment”) equal to the Hurdle Return less the proceeds previously realized by the Holder from the sale of the Hurdle Shares, net of brokerage commissions and any other fees incurred by Holder in connection with the sale of any Hurdle Shares (“Net Proceeds”).

The following table summarizes the Company’s derivative liabilities as of March 31, 2021 that were reflected in income related to derivatives for the period ended:

The financings giving rise to derivative financial instruments	Fair Values
Embedded derivatives (true up provisions)	$ 749,930
Total	$ 749,930

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the year ended December 31, 2020:

The financings giving rise to derivative financial instruments and the gain (loss) effects:
Change in fair value of derivative liabilities	$ (330)
Day-one derivative expense	-
Total	$ (330)

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected a present value technique to fair value the true up provision. The maximum amount of cash the Company would have to deliver is $750,000, which is equal to the hurdle return. A present value is applied to the hurdle return to come up with the derivative liability each period.

F-22

Significant inputs to the present value technique are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

	March 31, 2021	December 31, 2020
Future value (hurdle return)	$ 750,000	$ 750,000
Number of periods (remaining days to June 1, 2021 true-up date)	62 days	152 days
Interest rate (discount rate)*	0.05%	0.13%

The discount rate is a level 3 input.

The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives during the periods ended March 31, 2021 and December 31, 2020.

	Year Ended March 31, 2021	Year Ended December 31, 2020
Balances at beginning of year	$ 749,600	$ -
Issuances:
Embedded derivatives	-	748,421
Changes in fair value inputs and assumptions reflected in income	330	1,179

Balances at end of year	$ 749,930	$ 749,600

Preferred Stock

The Company has 10,000,000 Shares of Preferred Stock authorized with a par value of $.001. The Company has allocated 1,000,000 Shares for Series A Preferred, 1,000,000 Shares for Series B Preferred, 5,000,000 Shares for Series C Preferred, 1,000,000 for Series D Preferred, 1,000,000 for Series E Preferred, 1,000,000 for Series F Preferred and 7.5 for Series G Preferred.

Series A —The Series A Preferred has the following designations:

●

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.

On December 7, 2020, 1,000,000 shares of Series F Preferred stock were converted into 1,000,000 shares of Series A Preferred Stock. As of March 31, 2021 and December 31, 2020, there is 1,000,000 shares of Series A Preferred Stock outstanding.

The following preferred share issuances related to designation and share issuances prior to the reorganization in October 2020 from a Nevada corporation to a Delaware corporation.

F-23

Series B —As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. The Series B Preferred has the following designations:

●

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.

In 2017, 200,000 shares of Series B Preferred Stock were issued to the Company’s CEO in exchange for a conversion of $200,000 of related party advances. On May 8, 2020, the 200,000 shares were cancelled.

Series C — As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. The Series C Preferred has the following designations:

●

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.

On May 8, 2020, the 2,000,000 shares were cancelled.

Series D — As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. The Series D Preferred has the following designations:

●

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.

On May 8, 2020, in connection with the Share Exchange (See Note 6), the Company issued 1,000,000 shares of Series D Preferred Stock. On December 7, 2020, the 1,000,000 shares of Series D Preferred Stock were converted into 63,711,968 shares of common stock.

Series E — As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. On January 15, 2020, the Company sold 125,000 shares of Series E Preferred for $12,500. On December 31, 2019, the holder of the Series of Preferred converted $38,100 face value plus $3,725 in accrued interest into 418,251 shares of Series E preferred stock. The Series E Preferred has the following designations:

●

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.

On December 7, 2020, the 543,251 shares of Series E Preferred Stock were converted into 1,086,502 shares of common stock.

F-24

Series F — As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. On May 8, 2020, in connection with the Share Exchange (See Footnote 5), the Company issued 1,000,000 shares of Series F Preferred Stock.

The Series F Preferred has the following designations:

●

Convertible into 80% of the Company’s issued and outstanding shares of common stock upon consummation of a reverse stock split and votes on an as converted basis.

●

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 are entitled to whole number of votes equal to the number of shares of common stock.

On December 7, 2020, 1,000,000 shares of Series F Preferred stock were converted into 1,000,000 shares of Series A Preferred Stock.

Series G — As of March 31, 2021 and December 31, 2020 there were 0 shares issued and outstanding. In connection with the May 8, 2020 financing, the Company issued 8 of Series G Preferred Stock. The Series G Preferred has the following designations:

●

Convertible into 1% of the Company’s issued and outstanding shares of common stock at any time at the option of the holder and votes on an as converted basis.

●

The shares will automatically convert to common shares once the 500 to 1 reverse split is effective.

●

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.

On December 7, 2020, the 7.5 shares of Series G Preferred Stock were converted into 6,199,135 shares of common stock.

The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 - Distinguishing Liabilities from Equity and ASC 815 - Derivatives and Hedging.

ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present.

ASC 815 generally requires an analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities.

F-25

Private Placement

On December 8, 2020, the Company entered into a Private Placement Agreement for the purchase of up to an aggregate $2,500,000 at $0.25 per share. In connection with the Private Placement, the Company sold 8,700,000 shares for an aggregate $2,175,000. The shares were sold through placement agents to unaffiliated, third party accredited investors at a price that was negotiated with such investors. Such price was at a discount to the closing market price of $1.60 on the OTC market, where the Company's common stock has been quoted since January 27, 2021. The shares were issued on January 15, 2021.

Placement Agent Warrants

In connection with the December 8, 2020 Private Placement Agreement, the placement agents were given warrants to purchase an aggregate of 10,000,000 shares of the Company’s common stock for a seven year period at an exercise price of $2.00 per share. These warrants were valued at $15,500,000 and met equity classification. $2,100,000 of the $15,500,000 was recorded in equity as stock issue costs and the remaining $13,400,000 was recorded in other expenses on the statement of operations.

Stock options

The Company selected the Black-Scholes-Merton (“BSM”) valuation technique to calculate the grant date fair values for the stock options because it believes that this technique is reflective of all the inputs that market participants would likely consider in transactions involving warrants. The inputs include the strike price, underlying price, term to expiration, volatility, and risk-free interest rate.

Stock option activity for the period ended March 31, 2021 is summarized as follows:

	Shares	Weighted Average exercise price
Options outstanding January 1, 2021	20,500,000	0.52
Options granted	6,875,000	2.33
Options exercised	-	-
Options cancelled	-	-
Options outstanding at March 31, 2021	27,375,000	0.97
Options exercisable at March 31, 2021	3,380,000	1.02

At March 31, 2021, the weighted average remaining life of the stock options is 4.57 years. At March 31, 2021, there was $17,431,538 in unrecognized costs related to the stock options granted.

F-26

13.	Commitments and contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2021 and December 31, 2020, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

14.	Subsequent events

Acquisition of Nextridge

Our wholly-owned subsidiary, Charge Infrastructure, Inc., entered into a securities purchase agreement, dated May 7, 2021, with the shareholders of Nextridge, Inc., a New York corporation (“Nextridge”) pursuant to which we agreed to purchase all the issued and outstanding shares of Nextridge for an aggregate purchase price of $18,850,000 (the “Nextridge Acquisition”). $6,850,000.00 of the aggregate purchase price payable to the shareholders of Nextridge will be payable through the issuance of 2,395,105 shares of our Series B preferred stock (the “Series B Preferred”). The acquisition closed on May 21, 2021. Nextridge operates its business through its wholly owned subsidiary, ANS Advanced Network Services LLC, a New York, limited liability company.

Arena Investors Note

On May 19, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “May 2021 Investors”) pursuant to which it issued notes in an aggregate principal amount of $16,642,609 for an aggregate purchase price of $15,260,000 (the “May 2021 Notes” and together with the May 2020 and November 2020 Notes, the “Notes”). The notes were issued in two tranches.

Tranche 1 was issued in the form of a convertible note for an aggregate principal amount of $5,610,000 and an aggregate purchase price of $500,000. The notes have a coupon of 8% and a 3-year term. Tranche 1 is convertible at any time, at the holder’s option, into shares of our common stock at a conversion price of $3.00 per share, or 1,870,000 shares, subject to a 9.99% blocker. In connection with the issuance of Tranche 1, we issued to the May 2021 Investors 100% warrant coverage at face value ($5,610,000) or 1,870,000 shares. The warrants have a strike price of $4.00 per share and a term of 3 years.

Tranche 2 was issued in the form of a non-convertible note in the aggregate face amount of $11,032,609. The notes have a coupon of 8% and an 18-month term.

SEC comment letter

On May 28, 2021, the Company received an SEC comment letter regarding its S-1 registration filing. The Company is in the process of addressing those comments.

F-27

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder’s of Charge Enterprises, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Charge Enterprises, Inc. and subsidiaries (the "Company") as of December 31, 2020, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and the results of their operations and their cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Seligson & Giannattasio, LLP

We have served as the Company’s auditor since 2020.

White Plains, New York

May 7, 2021, except for Note 12, as to which the date is June 8, 2021

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of GoIP Global, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GoIP Global, Inc. (the “Company”) as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

We have served as the Company’s auditor since 2019.

Tampa, Florida

June 4, 2020

4806 West Gandy Boulevard ● Tampa, Florida 33611 ● 813.440.6380

CHARGE ENTERPRISES, INC. (F/NA/ TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	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	110,085	-
Accumulated deficit	(52,194,656)	(17,502,305)
Total stockholders' equity (deficit)	20,653,095	(335,952)
Total liabilities and stockholders' equity (deficit)	99,407,319	31

The accompanying notes are an integral part of these consolidated financial statements.

F-29

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	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	-
Total other expenses	(30,380,436)	(110,418)

Net loss before income taxes	(35,130,455)	(292,416)

Income tax benefit (expense)	438,104	-

Net income (loss)	$(34,692,351)	$(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

The accompanying notes are an integral part of these consolidated financial statements.

F-30

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Years Ended December 31,
	2020	2019
Net loss	$(34,692,351)	$(292,416)
Other comprehensive income
Foreign currency translation adjustment, net of tax	60,375	-
Unrealized gain on available-for-sale securities, net of tax	49,710	-
Other comprehensive income	110,085	-
Comprehensive loss	$(34,582,266)	$(292,416)

The accompanying notes are an integral part of these consolidated financial statements.

F-31

CHARGE ENTERPRISES , INC.

(F/NA/ TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL INC) AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

	Preferred Stock		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 liabilties 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	110,085	0	110,085

Net loss	0	0	0	0	0	0	0	0	(34,692,351)	(34,692,351)

Balance, December 31, 2020	1,000,000	$1,000	140,018,383	$140,018	13,425,750	$13,426	$72,583,222	$110,085	$(52,194,656)	$20,653,095

The accompanying notes are an integral part of these consolidated financial statements

F-32

CHARGE ENTERPRISES, INC. (FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2020	2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(34,692,351)	$(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)	-
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	$-

The accompanying notes are an integral part of these consolidated financial statements.

F-33

CHARGE ENTERPRISES, INC.

(FORMERLY TRANSWORLD HOLDINGS, INC.

AND GOIP GLOBAL, INC.) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of operations

On January 26, 2021, following its acquisitions of PTGI and GetCharged, we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc.

Reverse stock split

The Company effected a 500:1 reverse stock split on October 6, 2020. Share amounts are reflected given effect to the reverse stock split on a retroactive basis.

2.	Summary of significant accounting policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

Charge Enterprises, Inc. (formerly Transworld Holdings, Inc. and GoIP Global, Inc.) has three wholly-owned subsidiaries: TransWorld Enterprises, Inc., Get Charged Inc. and PTGI International Carrier Services, Inc. (“ICS”). The consolidated financial statements, which include the accounts of the Company and its three wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its three wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in US dollars. The year end is December 31.

F-34

Use of Estimates

Revenue Recognition

PTGI

PTGI operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. All accounts have a bilateral relationship with PTGI, meaning they have both a customer and vendor relationship with PTGI. The bilateral contract allows PTGI to sell the customer per minute call termination to the PTGI supplier routes at a specific rate per minute, but also provides PTGi the ability to purchases per minute call termination to the customer’s supplier routes, again at a specific rate per minute. The price that we pay to terminate calls to the customer supply routes and the price we charge back to the same customer are not fixed over time and have no fixed or base fees, just a variable rate per minute fee. The variable rate per minute fee for calls varies based on destination, market conditions and availability at the time calls are sent to or from PTGi. The amount of revenues generated from contracts under these bilateral relationships were $696,119,986 and $793,466,665 for the years ended December 31, 2019 and 2018, respectively. In addition, the amount of expenses generated from contracts under these bilateral relationships were $684,877,653 and $778,988,522 for the years ended December 31, 2019 and 2018, respectively. Net revenue is derived from the long-distance data and transit traffic. Net revenue is earned based on the number of minutes during a call multiplied by the price per minute, and is recorded upon completion of a call. Completed calls are billable activity while incomplete calls are non-billable. Incomplete calls may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through PTGI’s billing software, such as minutes and market rates. Customized billing software has been implemented to track the information from the switch and analyze the call detail records against stored detailed information about revenue rates. This software provides PTGI with the ability to perform a timely and accurate analysis of revenue earned in a period. PTGI evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control and significant influence to determine whether the PTGI acts as a principal (i.e. gross recognition) or an agent (i.e. net recognition). PTGI has determined that it acts as a principal for all of its performance obligations in connection with all revenue earned. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of PTGI’s cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense.

Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

F-35

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at December 31, 2020.

Description	Level 1	Level 2	Level 3

Assets
Marketable securities, including investment in Oblong, Inc	$3,249,710	$—	$—

Liabilities
Derivative liabilities	—	—	749,600

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. The Company has embedded features that are classified as derivative liabilities. As of December 31, 2020 and 2019, the Company had $749,600 and $0 in derivative liabilities, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. During the year ended December 31, 2020, the Company issued options indexed to 20,500,000 shares of common stock. As of December 31, 2020, the Company recorded $2,326,298 in stock-based compensation expense related to these options.

Convertible Debentures

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. Advertising, marketing and public relations expense totaled $76,964 and $0 for the years ended December 31, 2020 and 2019, respectively.

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Income Taxes

Net Income (Loss) Per Common Share

	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	-

Segments

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Recent Accounting Pronouncements

3.	Concentration of credit risks

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. At December 31, 2020, the Company had $9,715,176 in excess of FDIC insurance.

4.	Fixed assets

Fixed assets consisted of the following at December 31, 2020 and 2019:

	December 31,	December 31,
	2020	2019

Equipment	$3,620,422	$-
Computer hardware	125,825	-
Computer software	27,750	-
Furniture and fixtures	824	-
	3,774,821	-
Less: Accumulated depreciation	(2,000,645)	-
Fixed assets – net	$1,774,176	$-

Depreciation expense was $82,662 and $0 for the years ended December 31, 2020 and December 31, 2019, respectively.

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5.	Marketable securities and other investments

The value of these securities at December 31, 2020 is as follows:

	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

In December 2020, the Company acquired 2,952 Class C shares of Mobile Power Solutions SRL (“MPS”) in exchange for $149,262. These Class C shares are are nonmarketable securities, which does not have a readily determinable value. The Company has elected under ASU 2016-01 to reflect its fair value at cost less impairment, if any, plus or minus any changes resulting from observable price changes in orderly transactions for the identical or similar investment in MPS. There were no observable transactions in similar shares of MPS between the acquisition date and December 31, 2020.

6.	Business acquisitions

TransWorld Enterprises, Inc.

Romolos Corp.

APS Transportation Inc.

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GetCharged, Inc.

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

F-40

PTGI International Carrier Services, Inc.

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

F-41

8.	Related party payables

9.	Convertible notes payable

The carrying value of convertible notes payable, net of discount, as of December 31, 2020 was $3,384,089 as summarized below:

	December 31,
Convertible Notes Payable	2020
Convertible notes payable issued May 8, 2020 (8% interest)	$3,000,000
Convertible notes payable issued April 30, 2020 (8% interest)	227,525
Convertible notes payable issued August 25, 2020 (8% interest)	386,667
Convertible notes payable issued August 27, 2020 (8% interest)	288,889
Convertible notes payable issued September 14, 2020 (8% interest)	49,777
Convertible notes payable issued November 30, 2020 (8% interest)	3,888,889
Total face value	7,841,747
Less: unamortized discount and debt issue costs	(4,457,658)
Carrying value	$3,384,089

May 2020 Financing $3,000,000 Face Value

The Series G Preferred Stock have no voting rights and shall convert into 7.5% of our issued and outstanding shares of common stock upon consummation of a reverse stock split of our Common Stock.

The Notes rank senior to all current and future indebtedness of the Company and are secured by substantially all of the assets of the Company.

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April 30, 2020 Sutton Global Note $227,525 Face Value

On April 30, 2020, the former CEO converted his payable into a convertible note with a face value of $300,000. The note has a coupon rate of 6% and a maturity date of December 31, 2021. The note is convertible at a rate of $.0005 per share. Since the note added a conversion option, it resulted in a debt modification requiring the Company to record a loss on modification of debt in the amount of $98,825. The Company recorded interest expense related to this note in the amount of $4,751 for the years ended December 31, 2020. As of December 31, 2020 the balance of the note was $227,525 and is recorded on the balance sheet as a non-current liability.

Notes issued between August 25, 2020 and September 14, 2020 Aggregate $725,333 Face Value

On August 27, 2020, a related party reassigned $288,889 in principal to an unrelated party.

After the reassigned amount, the aggregate face value of these notes is $725,333.

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

November 2020 Financing $3,888,889 Face Value

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The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

Based on the above, the Company allocated the face value as follows:

	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

For the May 8, 2020 notes, the value assigned to the Series G convertible preferred stock and warrants were based on their relative fair values.

Amortization of debt discount and accrued interest

For the years ended December 31, 2020, the Company recorded $2,667,733 in amortization of debt discount. The amount of unamortized discount and debt issue costs as of December 31, 2020 was $4,457,658. Through December 31, 2020, the Company recorded $225,271 in accrued interest related to the notes, which is included within accrued liabilities on the consolidated balance sheet. Of the $225,271 in accrued interest, $96,000 has been repaid, resulting in a balance of $129,271 at December 31, 2020. In connection with the financing, the Company paid $30,000 in debt issue costs. These costs were recorded as a contra-liability and will be amortized over the life of the loan. For the years ended December 31, 2020 the Company recorded $19,562 in amortization of debt issue costs.

F-44

10.	Convertible notes payable, related parties

The carrying value of convertible notes payable related party, net of discount, as of December 31, 2020 was $244,705 as summarized below:

	December 31,
Convertible Notes Payable, Related Parties	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 Financing

9 Madison Inc. Financing

The Company has accounted for these Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. None of the terms and features embedded in the notes required bifurcation and liability classification.

Based on the previous conclusions, the Company allocated the face value as follows:

	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

F-45

On August 27, 2020, the Company repaid $13,183 in interest to KORR Value.

For the year ended December 31, 2020, the Company recorded $28,032 in amortization of debt discount. The amount of unamortized discount as of December 31, 2020 was $95,127. As of December 31, 2020, the Company recorded $16,456 in accrued interest related to the note.

11.	Derivative liabilities

The following table summarizes the Company’s derivative liabilities as of December 31, 2020 that were reflected in income related to derivatives for the period ended:

The financings giving rise to derivative financial instruments	FairValues
Embedded derivatives (true up provisions)	$749,600
Total	$749,600

The financings giving rise to derivative financial instruments and the gain (loss) effects:
Change in fair value of derivative liabilities	$(1,179)
Day-one derivative expense	(529,537)
Total	$(530,716)

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected a present value technique to fair value the true up provision. The maximum amount of cash the Company would have to deliver is $750,000, which is equal to the hurdle return. A present value is applied to the hurdle return to come up with the derivative liability each period.

F-46

Significant inputs to the present value technique are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

	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%

The discount rate is a level 3 input.

The following table reflects the issuances of compound embedded derivatives and detachable warrants and changes in fair value inputs and assumptions related to the embedded derivatives and detachable warrants during the years ended June 30, 2020 and 2019.

	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

Preferred Stock

Series A —The Series A Preferred has the following designations:

●

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.

On December 7, 2020, 1,000,000 shares of Series F Preferred stock were converted into 1,000,000 shares of Series A Preferred Stock. As of December 31, 2020, there is 1,000,000 shares of Series A Preferred Stock outstanding.

Series B —As of December 31, 2020 and December 31, 2019 there were 0 and 200,000 shares issued and outstanding to the Company’s officer and CEO. The Series B Preferred has the following designations:

●

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.

F-47

Series C — As of December 31, 2020 and December 31, 2019 there were 0 and 2,000,000 shares issued and outstanding to the Company’s officer and CEO. The Series C Preferred has the following designations:

●

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.

On May 8, 2020, the 2,000,000 shares were cancelled.

Series D — As of December 31, 2020 and December 31, 2019 there were 0 shares issued and outstanding. The Series D Preferred has the following designations:

●

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.

Series E — As of December 31, 2020 and December 31, 2019 there were 0 and 418,251 shares issued and outstanding, respectively. On January 15, 2020, the Company sold 125,000 shares of Series E Preferred for $12,500. On December 31, 2019, the holder of the Series of Preferred converted $38,100 face value plus $3,725 in accrued interest into 418,251 shares of Series E preferred stock. The Series E Preferred has the following designations:

●

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.

On December 7, 2020, the 543,251 shares of Series E Preferred Stock were converted into 1,086,502 shares of common stock.

Series F — As of December 31, 2020 and December 31, 2019 there were 0 and 0 shares issued and outstanding, respectively. On May 8, 2020, in connection with the Share Exchange (See Footnote 5), the Company issued 1,000,000 shares of Series F Preferred Stock.

The Series F Preferred has the following designations:

●

Convertible into 80% of the Company’s issued and outstanding shares of common stock upon consummation of a reverse stock split and votes on an as converted basis.

●

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 are entitled to whole number of votes equal to the number of shares of common stock.

On December 7, 2020, 1,000,000 shares of Series F Preferred stock were converted into 1,000,000 shares of Series A Preferred Stock.

Series G — As of December 31, 2020 and December 31, 2019 there were 0 and 0 shares issued and outstanding, respectively. In connection with the May 8, 2020 financing, the Company issued 8 of Series G Preferred Stock. The Series G Preferred has the following designations:

●

Convertible into 1% of the Company’s issued and outstanding shares of common stock at any time at the option of the holder and votes on an as converted basis.

●

The shares will automatically convert to common shares once the 500 to 1 reverse split is effective.

●

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.

On December 7, 2020, the 7.5 shares of Series G Preferred Stock were converted into 6,199,135 shares of common stock.

F-48

The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 - Distinguishing Liabilities from Equity and ASC 815 - Derivatives and Hedging.

Private Placement

On December 8, 2020, the Company entered into a Private Placement Agreement for the purchase of up to an aggregate $2,500,000 at $0.25 per share. In connection with the Private Placement, the Company sold 8,700,000 shares for an aggregate $2,175,000. The shares were sold through placement agents to un-affiliated, third party accredited investors at a price that was negotiated with such investors. Such price was at a discount to the closing market price of $1.60 on the OTC Pink Market, where the Company’s common stock has been quoted on since January 27, 2021. The shares were issued on January 15, 2021.

Placement Agent Warrants

Stock options

During the year ended December 31, 2020, the Company granted the following stock options to employees:

●

On October 12, 2020, the Company granted 10,000,000 shares vesting with 25% vesting immediately and the remaining evenly over three years with an exercise price of $0.485 per share.

●

On November 1, 2020, the Company granted 10,500,000 shares vesting equally over three years with an exercise price of $0.55 per share.

At December 31, 2020 options outstanding were:

		Weighted	Weighted
		Average	Average
	Number	Exercise	Remaining
	of Options	Price	Contractual Life
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

Warrants

The following table represents warrant activity for years ended December 31, 2020 and 2019:

		Weighted	Weighted
		Average	Average
	Number	Exercise	Remaining
	of Warrants	Price	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

F-49

13.	Commitments and contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2020 and December 31, 2019, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

14.	Income taxes

The components of income tax expense (benefit) for years ended December 31 were as follows:

	Year Ended December 31,
	2020	2019
Current
Federal	$-	$-
State and local	4,902	-
Total current	$4,902	$-

Deferred
Federal	$(367,816)	$-
State and local	(75,190)	-
Total deferred	$(443,006)	$-

Total income tax expense (benefit)	$(438,104)	$-

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate the years ended December 31:

	Year Ended December 31,
	2020	2019
Computed expected income tax benefit	21%	21%

Goodwill impairment	(8.2%)	0%
Issuance costs	(8.0%)	0%
Other permanent items	(2.4%)	0%
Change in valuation allowance	(1.6%)	(21%)
Other	0.4%	0%
Income tax expense (benefit) for the period	1.2%	0%

Deferred income taxes reflect the net tax effect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income taxes.

F-50

Significant components of U.S. federal and state deferred tax assets and liabilities as of December 31, are as follows:

	Year Ended December 31,
	2020	2019
Deferred tax assets
Federal net operating loss carryforwards	$3,769,127	$3,675,484
Stock Awards	586,716	-
Allowance for Bad Debt	54,542	-
Other	55,983	-
Total gross deferred tax assets	4,466,368	3,675,484
Less valuation allowances	(3,769,127)	(3,675,484)
Net deferred tax assets	$697,241	-

Deferred tax liabilities
Property, plant and equipment	$(96,627)	$-
Foreign Exchange Gains/Losses	(157,608)	-
Total gross deferred tax liabilities	(254,235)	-
Net deferred tax (liabilities) assets	$443,006	$-

Future utilization of NOL’s arising in tax years after December 31, 2017 are limited to eighty percent of taxable income and are allowed to be carried forward indefinitely. NOL’s generated in 2017 and prior may carry forward 20 years. As of December 31, 2020 the Company has $12.6 million of NOL’s generated prior to December 31, 2017 and $5.3 million of NOL’s generated after 2017. During the tax year 2020, the Company underwent an ownership change as defined by Section 382 of the Internal Revenue Code and as such the NOLs will be subject to annual limitations. As of December 31, 2020, the Company's valuation allowance of $3.8 million related primarily to Federal NOL carryforwards.

The Company files U.S. federal and certain applicable U.S. state income tax returns. Management has reviewed and evaluated the relevant technical merits of each of its tax positions and determined that there are no uncertain tax positions that would have a material impact on these financial statements.

15.	Subsequent events

Name change

On January 26, 2021, following its acquisitions of PTGI and GetCharged, we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc.

2020 Omnibus Equity Incentive Plan

On January 11, 2021, our Board of Directors and a majority of our stockholders adopted the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). The 2020 Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards of up to 25,000,000 shares of common stock.

F-51

Stock options

250,000 Director options were granted to 3 board members on January 11, 2021. The options vest 20% immediately and 20% on each of the next 4 annual anniversaries of the grant.

1,500,000 options were granted to Justin Deutch on January 11, 2021. The options vest 20% immediately and 20% on each of the next 4 annual anniversaries of the grant.

Options were issued to Baron Davis on 2/16/21. Mr Davis was made a member of the board and received a non-qualified stock option grant that vests 25% immediately and the remainder over a three-year period.

On March 2, 2021 the board approved the January 15th granting of 2,735,000 options to a number of employees and consultants. The options have various vesting periods from 1 to 3 years.

SEC Comment Letter

On March 11, 2021, the Company received an SEC comment letter regarding its S-1 registration filing. The Company is in the process of addressing those comments.

Note conversions

On March 25, 2021, Sutton Global Associates converted $149,000 in principal and $12,124.93 in accrued interest not 644,499 shares of the company common stock.

On March 15, 2021, KORR Value converted $261,111 in principal and $17,798 in accrued interest into 1,115,638 shares of common stock.

On March 15, 2021, 9 Madison converted $110,000 in principal and $4,677 in accrued interest into 458,709 shares of common stock.

On March 24, 2021, PGD Ventures converted $288,889 in principal and $13,297 in accrued interest into 1,208,743 shares of common stock.

Shares issued for services

Subsequent to December 31, 2020, 66,000 shares of common stock were issued to two firms for services.

F-52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of GoIP Global, Inc.

Opinion on the Financial Statements

Basis for Opinion

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

We have served as the Company’s auditor since 2019.

Tampa, Florida

June 4, 2020

4806 West Gandy Boulevard ● Tampa, Florida 33611 ● 813.440.6380

F-53

GOIP GLOBAL, INC.

BALANCE SHEETS

	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

The accompanying notes are an integral part of these financial statements

F-54

GOIP GLOBAL, INC.

STATEMENTS OF OPERATIONS

For the years ended December 31,

	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

The accompanying notes are an integral part of these financial statements

F-55

GOIP GLOBAL, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

	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 accrued payroll to common stock	-	-	-	-	-	-	-	-	375,000,000	-	375,000	(275,000)	-	100,000

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

The accompanying notes are an integral part of these financial statements

F-56

GOIP GLOBAL, INC.

STATEMENTS OF CASH FLOWS

	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	$-

The accompanying notes are an integral part of these financial statements

F-57

GOIP GLOBAL, INC.

NOTES TO FINANCIAL STATEMENTS

1.Nature of operations

GoIP Global. Inc. ("GoIP or the "Company”) was incorporated on May 8, 2003 as E Education Network, Inc. (“EEN”) under the laws of the State of Nevada. On August 10, 2005, the Company’s name was changed to GoIP Global, Inc. On December 28, 2017 the company was redomiciled in Colorado and is now a Colorado corporation.

GoIP business operations deals with The Internet of Value (IoV) which enables the instant exchange of value transactions like currencies, stocks, votes, securities, intellectual property, music, scientific discoveries, and more without intermediaries. Similar to how information is exchanged across the internet today. This is powerful because it enables a future for everyone to share in the transfer of value. The Internet of Value is poised to reshape and transform e-Commerce and the global economy. But for it to become reality and adopted, it must ensure trust.

2.Summary of significant accounting policies

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Revenue Recognition

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“ FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

F-58

Fair Value of Financial Instruments

Derivative Liability

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation Expense

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of December 31, 2019 and 2018, there were no options outstanding, respectively. For the year ended December 31, 2018, the Company issued 30,000,000 shares to non-employees for services and recorded $24,000 in expense related to the shares.

Convertible Debentures

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. The Company recorded advertising expenses in the amount of $3,000 and $0 for the years ended December 31, 2019 and 2018, respectively.

F-59

Income Taxes

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

Net Income (Loss) Per Common Share

The Company computes loss per common share, in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, issued as a new Topic, ASC Topic 606. The new revenue recognition standard supersedes all existing revenue recognition guidance. Under this ASU, an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2015-14, issued in August 2015, deferred the effective date of ASU 2014-09 to the first quarter of 2018, with early adoption permitted in the first quarter of 2017. The Company has adopted this guidance effective January 1, 2018. The adoption of this standard did not have a material impact on the financial statements.

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses a diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company has adopted this guidance effective January 1, 2018. The adoption of this standard did not have a material impact on the financial statements.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on January 1, 2018. The adoption of this standard did not have a material impact on the financial statements.

F-60

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.Concentration of credit risks

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. There were no cash deposits in excess of FDIC insurance at December 31, 2019 and 2018.

4.Going Concern

The Company's financial statements are prepared using the GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At December 31, 2019 and 2018, the Company had $31 and $0 in cash and $335,952 and $943,761 in negative working capital, respectively. For the years ended December 31, 2019 and 2018, the Company had a net loss of $292,416 and $646,190, respectively. Continued losses may adversely affect the liquidity of the Company in the future. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company has operating costs and expenses at the present time for development of its business activities. The Company, however, will be required to raise additional capital over the next twelve months to meet its current administrative expenses, and it may do so in connection with or in anticipation of possible acquisition transactions. This financing may take the form of additional sales of its equity securities loans from its directors and or convertible notes. There is no assurance that additional financing will be available, if required, or on terms favorable to the Company.

5.Related party transactions

The balance in related party payables amounted to $302,031 and $401,517 for the years ended December 31, 2019 and 2018, respectively. The Company has an oral agreement with the CEO, who provides management services through a private entity that he owns. The expenses are classified in the statements of operations as general and administrative expenses. For the years ended December 31, 2019 and 2018, the Company accrued $90,000 and $120,000 in management service fees to the Company’s CEO, respectively.

During the year ended December 31, 2019, the Company’s CEO converted $100,000 of accrued management services into 375,000,000 shares of common stock.

6.Convertible promissory notes

The Company issued multiple convertible notes. The Company has accounted for these Notes as financing transactions, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the notes under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and a buy-in put. The conversion option bears risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

Seacor Note

On January 30, 2018, the Company entered into a convertible promissory note agreement (the “Seacor Note”) with a lender for a face value of $12,500. The coupon rate is 12% per annum and the maturity date is January 31, 2019. The note is convertible into common stock at the lender’s option at $.0001 per share. The proceeds were received in three tranches: (i) $5,000 on January 30, 2018, (ii) $5,000 on February 23, 2018 and (iii) $2,500 on March 23, 2018.

F-61

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
Compound embedded derivative	$78,082
Day-one derivative loss	(65,582)
	$12,500

$8,803, respectively. On December 31, 2019, the holder converted the $12,500 face value plus $2,795 in accrued interest into 152,945,205 shares of common stock. The carrying value of the Note as of December 31, 2019 and 2018 amounted to $0 and $8,803, respectively.

Oscaleta Notes

On February 12, 2018, the Company entered into a convertible promissory note agreement (the “Oscaleta Note 1”) with a lender for a face value of $5,000. The coupon rate is 12% per annum and the maturity date is February 12, 2019. The note is convertible into common stock at the lender’s option at $.0001 per share. On March 9, 2018, the Company entered into a convertible promissory note agreement (the “Oscaleta Note 2”) with a lender for a face value of $10,000. The coupon rate is 12% per annum and the maturity date is March 9, 2019. The note is convertible into common stock at the lender’s option at $.0001 per share.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
Compound embedded derivative	$62,649
Day-one derivative loss	(47,649)
	$15,000

The proceeds were allocated to the compound embedded derivative. This resulted in a day-one derivative loss and therefore, there was no value allocated to the note on the inception date. The Note will be accreted up to its face value of $15,000 over the life of Note based on an effective interest rate. Amortization expense for the years ended December 31, 2019 and 2018 amounted to $8,634 and $6,366, respectively. On December 31, 2019, the holder converted $15,000 face value plus $3,309 in accrued interest into 183,090,500 shares of common stock. The carrying value of the Note as of December 31, 2019 and 2018 amounted to $0 and $6,366, respectively.

Sky Direct Note 1

On January 16, 2018, the Company entered into a convertible promissory note agreement (the “Sky Direct Note 1”) with a lender for a face value of $49,400. The coupon rate is 12% per annum and the maturity date is January 17, 2019. The note is convertible into common stock at the lender’s option at $.0001 per share. The proceeds were received in thirteen tranches: (1) $5,000 on January 16, 2018, (2)

$1,000 on July 17, 2018, (3) $2,500 on October 22, 2018, (4) $5,000 on October 29, 2018, (5) $7,500 on November 7, 2018, (6) $2,500

on November 9, 2018, (7) $5,000 on November 13, 2018, (8) $3,000 on November 20, 2018, (9) $3,000 on November 28, 2018 (10),

$2,000 on November 30, 2018, (11) $6,000 on January 9, 2019, (12) $1,400 on January 17, 2019 and (13) $5,500 on February 8, 2019.

F-62

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
Compound embedded derivative	$388,631
Day-one derivative loss	(339,231)
	$49,400

The proceeds were allocated to the compound embedded derivative. This resulted in a day-one derivative loss and therefore, there was no value allocated to the note on the inception date. The Note will be accreted up to its face value of $49,400 over the life of Note based on an effective interest rate. Amortization expense for the years ended December 31, 2019 and 2018 amounted to $36,992 and $12,408, respectively. On December 31, 2019, the holder converted $49,400 face value plus $6,381 in accrued interest into 557,806,137 shares of common stock. The carrying value of the Note as of December 31, 2019 and 2018 amounted to $0 and $12,408, respectively.

Sky Direct Note 2

On February 15, 2019, the Company entered into a convertible promissory note agreement (the “Sky Direct Note 2”) with a lender for a face value of $38,100. The coupon rate is 12% per annum and the maturity date is February 16, 2020. The note is convertible into common stock at the lender’s option at $.0001 per share. The proceeds were received in seven tranches: (1) $4,000 on February 15, 2019, (2) $7,000 on February 27, 2019, (3) $13,000 on March 1, 2019, (4) $6,600 on March 6, 2019, (5) $2,500 on March 27, 2019, (6) $2,000 on April 11, 2019 and (7) $3,000 on April 30, 2019.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
Compound embedded derivative	$263,418
Day-one derivative loss	(225,318)
	$38,100

The proceeds were allocated to the compound embedded derivative. This resulted in a day-one derivative loss and therefore, there was no value allocated to the note on the inception date. The Note will be accreted up to its face value of $38,100 over the life of Note based on an effective interest rate. Amortization expense for the year ended December 31, 2019 amounted to $38,100. On December 31, 2019, the holder converted $38,100 face value plus $3,725 in accrued interest into 4,182,510 shares of Series D preferred stock. The carrying value of the Note as of December 31, 2019 amounted to $0.

Schaeffer Note

On January 24, 2019, the Company entered into a convertible promissory note agreement (the “Schaeffer Note”) with a lender for a face value of $30,000. The coupon rate is 12% per annum and the maturity date is July 15, 2019. The note is convertible into common stock at the lender’s option at $.0001 per share.

Based on the previous conclusions, the Company allocated the cash proceeds first to the derivative component at its fair value with the residual allocated to the host debt contract, as follows:

	Allocation
Compound embedded derivative	$179,548
Day-one derivative loss	(149,548)
	$30,000

The proceeds were allocated to the compound embedded derivative. This resulted in a day-one derivative loss and therefore, there was no value allocated to the note on the inception date. The Note will be accreted up to its face value of $30,000 over the life of Note based on an effective interest rate. Amortization expense for the year ended December 31, 2019 amounted to $30,000. On December 31, 2019, the holder converted $30,000 face value plus $3,363 in accrued interest into 333,632,877 shares of common stock. The carrying value of the Note as of December 31, 2019 amounted to $0.

7.Derivative financial instruments

As of December 31, 2019, the convertible notes were converted in full and as a result the derivative liabilities at December 31, 2019 amounted to $0. The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of December 31, 2018 and the amounts that were reflected in income related to derivatives for the year then ended:

	December 31, 2018
The financings giving rise to derivative financial instruments	Indexed Shares	Fair Values
Compound embedded derivative	679,414,247	$(476,566)

F-63

The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended December 31, 2019 and 2018:

	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)

The Company’s face value $172,500 Convertible Promissory Notes issued between January 16, 2018 and November 30, 2018 gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:

		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%

The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended December 31, 2019 and 2018.

	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

The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique.

8.Equity

Preferred Stock

F-64

The Company has 10,000,000 Shares of Preferred Stock authorized with a par value of $.001. The Company has allocated 100,000 Shares for Series A Preferred, 1,000,000 Shares for Series B Preferred, 5,000,000 Shares for Series C Preferred, 1,000,000 Series D Preferred and 1,000,000 Series E Preferred.

Series A —As of December 31, 2019 and 2018 there were 0 and 100,000 shares issued and outstanding, respectively. The 100,000 was originally issued to the Company 's officer and CEO. These Series A Shares were converted into 10,000,000 shares of common stock during the year ended December 31, 2019. The Series A Preferred has the following designations:

●	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.

Series B —As of December 31, 2019 and 2018 there were 200,000 shares issued and outstanding to the Company’s officer and CEO. The Series B Preferred has the following designations:

●	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.

In 2017, 200,000 shares of Series B Preferred Stock were issued to the Company’s CEO in exchange for a conversion of $200,000 of related party advances.

Series C — As of December 31, 2019 and 2018 there were 2,000,000 shares issued and outstanding to the Company’s officer and CEO. The Series C Preferred has the following designations:

●	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.

Series D — As of December 31, 2019 and 2018 there were 0 and 0 shares issued and outstanding, respectively. The Series D Preferred has the following designations:

●	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.

F-65

Series E — As of December 31, 2019 and 2018 there were 418,251 and 0 shares issued and outstanding. On December 31, 2019, the holder of the Series of Preferred converted $38,100 face value plus $3,725 in accrued interest into 418,251 shares of Series E preferred stock. The Series E Preferred has the following designations:

●	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.

The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 - Distinguishing Liabilities from Equity and ASC 815 - Derivatives and Hedging.

9. Commitments and contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2019 and 2018, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

10. Income taxes

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. As of December 31, 2019 the Company had net operating loss carry forwards of approximately $17,502,305 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The valuation allowance at December 31, 2019 was $3,675,484. The net changes in valuation allowance during the years ended December 31, 2019 and 2018 was $61,407 and $135,700, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

F-66

The components of the net deferred tax asset (liability) at December 31, 2019 and, 2018 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

	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	$-	$-

Income tax benefit resulting from applying statutory rates in jurisdictions in which we are taxed (Federal and State of New York) differs from the income tax provision (benefit) in our financial statements. The following table reflects the reconciliation for the years ended December 31, 2019 and 2018:

	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%

11. Subsequent events

Share exchange

Sale of Series E Preferred Stock

On January 15, 2020, the Company sold 125,000 shares of Series E Preferred Stock for $12,500, or $10 per share.

Convertible notes payable

On May 8, 2020, the Company issued an aggregate $3,000,000 in convertible notes payable to an investment group with an original issue discount of $300,000. The notes have a coupon rate of 8% and a maturity date of May 8, 2021. The notes have a conversion price of the lower of (i) $0.25 or (ii) the average VWAP of the Common Stock for the immediately preceding twenty (20) Trading Days on the Trading Market on the date of completion. In connection with the notes, the Company issued warrants to purchase 7,600,000 shares of common stock with an exercise price of $0.50 and expiration date of 2 years. The Holders will also receive 7.5 shares of the Company’s Series G Preferred Stock to be issued to the Purchaser at Closing, which shall be convertible into 7.5% of the Company’s issued and outstanding common stock upon consummation of the Reverse Stock Split.

On May 8, 2020, the Company issued $500,000 in convertible notes payable to an investor with an original issue discount of $45,000. The notes have a coupon rate of 8% and a maturity date of May 8, 2021. The notes have a conversion price of the lower of (i) $0.25 or

(ii) the average VWAP of the Common Stock for the immediately preceding twenty (20) Trading Days on the Trading Market on the date of completion. In connection with the notes, the Company issued warrants to purchase 1,151,515 shares of common stock with an exercise price of $0.50 and expiration date of 2 years.

F-67

PTGI International Carrier Services, Inc and Subsidiaries

REVIEW OF FINANCIAL STATEMENTS

Periods Ended September 30, 2020 and September 30, 2019

F-68

PTGI INTERNATIONAL CARRIER SERVICES INC

AND SUBSIDIARIES

PERIODS ENDED SEPTEMBER 30, 2020 and 2019

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Report of the Independent Accountant	F-70
Consolidated Balance Sheets	F-71
Consolidated Statements of Operations	F-72
Consolidated Statement of Comprehensive Income	F-73
Consolidated Statements of Changes in Stockholder’s Equity (Deficit)	F-74
Consolidated Statements of Cash Flows	F-75
Notes to the Financial Statements	F-76

F-69

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

To Management

PTGI International Carrier Services, Inc.

New York, NY

We have reviewed the accompanying financial statements of PTGI International Carrier Services, Inc. and subsidiaries, which comprise the consolidated balance sheets as of September 30, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows for the nine months ended September 30, 2020 and 2019, and the related notes to the consolidated financial statements (the “financial statements”). A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company had significant net losses for the period ended December 31, 2019 and received subsequent funding from its parent. Management’s evaluation of the events and conditions and management’s plans regarding the matter also are described in Note 4. The realization of a major portion of its assets is dependent upon the success of its future operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Seligson & Giannattasio, LLP

White Plains, New York

June 3, 2021

F-70

PTGI INTERNATIONAL CARRIER SERVICES INC

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	As of September 30, 2020	As of September 30, 2019
Assets
Current assets
Cash and cash equivalents	$ 11,288,565	$ 41,112,864
Accounts receivable, net	50,741,380	61,076,381
Investments in futures contracts	10,958,540	-
Other current assets net	2,022,986	1,851,229
Total current assets	75,011,471	104,040,474

Property, plant and equipment, net	508,372	839,522
Non-current assets	3,452	22,717
Goodwill	-	2,998,752
Total Assets	$ 75,523,295	$ 107,901,465

Liabilities & Stockholder’s Equity (Deficit)
Current liabilities
Accounts payable	$ 19,231,745	$ 47,383,680
Accrued liabilities	44,029,702	51,659,236
Futures contract liabilities	10,957,340	-
Notes payable-current maturities	109,164	242,486
Related party payable	-	20,549
Total current liabilities	74,327,951	99,305,951
Other liabilities
Notes payable less current maturities	-	109,164

Total Liabilities	74,327,951	99,415,115

Stockholders' Equity (Deficit)
Common stock, $1 par value; 100 shares authorized; 100 shares issued and outstanding	100	100
Additional paid in capital	191,227,944	199,121,632
Accumulated Other Comprehensive Income(loss) Currency Translation Adjustment	(8,013,161)	(8,084,044)
Accumulated deficit	(182,019,539)	(182,551,338)
Total Stockholders' Equity	1,195,344	8,486,350
Total Liabilities and Stockholders' Equity (Deficit)	$ 75,523,295	$ 107,901,465

The accompanying notes are an integral part of these consolidated financial statements.

F-71

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	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

The accompanying notes are an integral part of these consolidated financial statements.

F-72

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	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

The accompanying notes are an integral part of these consolidated financial statements.

F-73

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE PERIODS ENDED SEPTEMBER 30, 2020 AND SEPTEMBER 30, 2019

(UNAUDITED)

			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

The accompanying notes are an integral part of these consolidated financial statements.

F-74

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (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	$-	$-

The accompanying notes are an integral part of these consolidated financial statements.

F-75

PTGI INTERNATIONAL CARRIER SERVICES INC AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

PTGI INTERNATIONAL CARRIER SERVICES INC (PTGI) was incorporated on December 13, 2007 as Arbinet Carrier Services, Inc. under the laws of the State of Delaware. On February 25, 2013, the Company’s name was changed to PTGI International Carrier Services, Inc. PTGI is a global wholesale telecommunications provider offering a network of direct routes and provides premium voice communication services for national telecommunications operators, mobile operators, wholesale carriers, prepaid operators, voice over internet protocol service operators and internet service providers. PTGI provides a quality service via direct routes and by forming strong relationships with carefully selected partners.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of PTGI International Carrier Services, Inc. and its wholly owned subsidiaries Go2Tel.com, Inc., a company organized under the laws of the State of Florida, GU2TEL Spain, SLU, a Spanish entity, PTGI International Carrier Services, Ltd, a United Kingdom entity and PTGI-ICS OPSRO S.R.L, a Romanian entity, collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation. PTGI-ICS OPSRO S.R.L, a company organized under the laws of Romania was deregistered effective September 30, 2020.

Use of Estimates

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised services in the contract; (ii) determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from the provision of telecommunications services. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

F-76

PTGI operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. All accounts have a bilateral relationship with PTGI, meaning they have both a customer and vendor relationship with PTGI. The bilateral contract allows PTGI to sell the customer per minute call termination to the PTGI supplier routes at a specific rate per minute, but also provides PTGi the ability to purchases per minute call termination to the customer’s supplier routes, again at a specific rate per minute. The price that we pay to terminate calls to the customer supply routes and the price we charge back to the same customer are not fixed over time and have no fixed or base fees, just a variable rate per minute fee. The variable rate per minute fee for calls varies based on destination, market conditions and availability at the time calls are sent to or from PTGi. The amount of revenues generated from contracts under these bilateral relationships were $696,119,986 and $793,466,665 for the years ended December 31, 2019 and 2018, respectively. In addition, the amount of expenses generated from contracts under these bilateral relationships were $684,877,653 and $778,988,522 for the years ended December 31, 2019 and 2018, respectively. Net revenue is derived from the long-distance data and transit traffic. Net revenue is earned based on the number of minutes during a call multiplied by the price per minute, and is recorded upon completion of a call. Completed calls are billable activity while incomplete calls are non-billable. Incomplete calls may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through PTGI’s billing software, such as minutes and market rates. Customized billing software has been implemented to track the information from the switch and analyze the call detail records against stored detailed information about revenue rates. This software provides PTGI with the ability to perform a timely and accurate analysis of revenue earned in a period. PTGI evaluates gross versus net revenue recognition for each of its contractual arrangements by assessing indicators of control and significant influence to determine whether the PTGI acts as a principal (i.e. gross recognition) or an agent (i.e. net recognition). PTGI has determined that it acts as a principal for all of its performance obligations in connection with all revenue earned. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of PTGI’s cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense.

Accounts Receivable

Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company also reserves a percentage of its trade receivable balance based on collection history and current economic trends that might impact the level of future credit losses. The Company re-evaluates such reserves on a regular basis and adjusts its reserves as needed. The Company also has credit insurance on certain of its receivables to lessen the risk of uncollectible accounts. Based on the Company’s operating history and customer base, bad debts to date have not been material.

Forward contracts

PTGI enters into forward contracts for the purchase and sale of currency futures. Open positions are recorded at market value, with related unrealized gains and losses, included in income. Market value has been determined based on published prices. Unrealized gains and losses are included in investments in futures contracts and futures contract liabilities , respectively, on the accompanying balance sheet. The contractual amounts of these purchases and sales, amounting to approximately $10,958,540 and $10,957,340 at September 30, 2020.

Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Fair Value of Financial Instruments

ASC subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

F-77

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Long-Lived Assets

Our long-lived assets include property, plant and equipment and other indefinite lived intangible assets. We evaluate our long-lived assets for impairment, other than indefinite lived intangible assets, in accordance with ASC 360, whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Estimates of future cash flows and timing of events for evaluating long-lived assets for impairment are based upon management’s judgment. If any of our intangible or long-lived assets are considered to be impaired, the amount of impairment to be recognized is the excess of the carrying amount of the assets over its fair value.

Applicable long-lived assets are amortized or depreciated over the shorter of their estimated useful lives, the estimated period that the assets will generate revenue, or the statutory or contractual term in the case of patents. Estimates of useful lives and periods of expected revenue generation are reviewed periodically for appropriateness and are based upon management’s judgment.

Impairment of Goodwill

The Company evaluates indefinite lived intangible assets for impairment at least annually and whenever impairment indicators are present in accordance with ASC 350. When necessary, the Company records an impairment loss for the amount by which the fair value is less than the carrying value of these assets. The fair value of intangible assets other than goodwill is typically determined using the “relief from royalty method”, specifically the discounted cash flow method utilizing Level 3 fair value inputs. Some of the more significant estimates and assumptions inherent in this approach include: the amount and timing of the projected net cash flows, which includes the expected impact of competitive, legal and/or regulatory forces on the projections, as well as the selection of a long-term growth rate; the discount rate, which seeks to reflect the various risks inherent in the projected cash flows; and the tax rate, which seeks to incorporate the geographic diversity of the projected cash flows.

The Company performs impairment testing for all other long-lived assets whenever impairment indicators are present. When necessary, the Company calculates the undiscounted value of the projected cash flows associated with the asset, or asset group, and compares this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. During the period ended September 30, 2019, the Company determined that the existing goodwill should be impaired and reported an impairment charge totaling $1,376,718.

Depreciation and Amortization

Fixed assets are recorded at cost. Depreciation is generally calculated on a straight-line method and amortization of leasehold improvements is provided for on the straight-line method over the estimated useful lives of the various assets as follows:

Telco equipment	7 years
Computer hardware	3 years
Computer software	3 years
Furniture and fixtures	5 years

Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.

F-78

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. There were no advertising expenses for the reporting periods.

Income Taxes

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

For all periods presented, PTGI was included in the consolidated income tax returns of its Parent, HC2 Holdings, Inc. (“HC2”). All losses incurred by PTGI were utilized by PTGI or by HC2 in the consolidated tax filings. Income tax expense for the periods presented represent amounts allocable from its then parent. Permanent tax differences related to the impairment of goodwill are the primary differences resulting in the variation with the expected income tax expense.

Leases

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 requires the entity to recognize the assets and liabilities for the rights and obligations created by leased assets. Leases will be classified as either finance or operating, with classification affecting expense recognition in the income statement.

On January 1, 2019, the Company adopted Topic 842 applying the optional transition method, which allows an entity to apply the new standard at the adoption date with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of adopting Topic 842, the Company recognized assets and liabilities for the rights and obligations created by operating leases totaling approximately $3,926.

The Company determines if a contract contains a lease at inception based on whether it conveys the right to control the use of an identified asset. Substantially all of the Company’s leases are classified as operating leases. The Company records operating lease right-of-use assets within “Other assets” and lease liabilities are recorded within “current and noncurrent liabilities” in the consolidated balance sheets. Lease expenses are recorded within “General and administrative expenses” in the consolidated statements of operations. Operating lease payments are presented within “Operating cash flows” in the consolidated statements of cash flows.

Operating lease right-of-use assets and lease liabilities are recognized based on the net present value of future minimum lease payments over the lease term starting on the commencement date. The Company generally is not able to determine the rate implicit in its leases and, as such, applies an incremental borrowing rate based on the Company’s cost of borrowing for the relevant terms of each lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease terms may include an option to extend or terminate a lease if it is reasonably certain that the Company will exercise such options. The Company has elected the practical expedient to not separate lease components from non-lease components, and also has elected not to record a right-of-use asset or lease liability for leases which, at inception, have a term of twelve months or less. Variable lease payments are recognized in the period in which the obligation for those payments is incurred.

F-79

NOTE 3 – CONCENTRATION OF CREDIT RISKS

The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had balances in excess of this limit at September 30, 2020 and 2019 totaling $10,788,565 and $40,612,864, respectively.

NOTE 4 – GOING CONCERN

PTGI's consolidated financial statements are prepared using the GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At September 30, 2020, PTGI had $11,288,565 in cash and $1,236,597 in working capital, respectively. Losses may adversely affect the liquidity of PTGI in the future. During 2020, PTGI received a total of $10,500,000 in capital contributions from HC2. Had these contributions not been received, PTGI would have had negative working capital and stockholder’s equity at September 30,2020. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should PTGI be unable to continue as a going concern.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at September 30, 2020 and 2019:

	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

Depreciation expense was $251,212 and $259,643 for the nine months ended September 30, 2020 and 2019, respectively.

F-80

NOTE 6 – ACCRUED LIABILITIES

In the normal course of business PTGI incurs costs that can be billed by the suppler in a subsequent period. To ensure proper presentation the unbilled costs are accrued at each month end. As invoices are received the accrued payable is relieved and the correct payable reflected in the accounts payable account. During 2020, PTGI renegotiated several contracts with vendors. As a result, the Company entered settlements that resulted in a $2 million reduction in the amounts due. This is included in the income statement in other income.

NOTE 7 – ACQUISITION OF G02TEL.COM

In November 2018, PTGI entered into a purchase agreement to acquire the stock of GO2Tel.com and its subsidiary. Pursuant to the agreement, PTGI paid $200,000 and is required to pay 20% of the gross margin for the following 24 months (Earnout Provision) in exchange for all the outstanding shares of GO2Tel.com common stock. Payment of the earnout provision is made quarterly but no less than $30,000. The company reported the original purchase price based on 20% of the estimated gross margin for the following 24 months plus the initial cash payment. Remeasurement of the expected payout at period end resulted in a gain adjustment to the Contingent Consideration due of $30,514. The original amount of these earnout provision was $797,580. As of September 30, 2020, $109,164 remains on the earnout provision.

NOTE 8 – RELATED PARTY PAYABLE

PTGI uses shares facilities and corporate services provided by HC2. The facilities include shared IT platforms. Corporate services include IT and tax-related support. For use of the HC2 provided services, cost allocations are transferred and paid monthly.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2019, and 2018, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

NOTE 10 – SUBSEQUENT EVENTS

PTGI Stock Purchase Agreement

On October 2, 2020, the Shareholder of the Company, ICS Group Holdings, Inc., entered into a Stock Purchase Agreement with TransWorld Holdings, Inc (TRW). pursuant to which TRW agreed to acquire 100% of the outstanding voting securities of PTGI in consideration for $1,000,000 (the “PTGI Acquisition”). The closing of the PTGI Acquisition occurred on October 31, 2020.

PTGI International Services, Ltd transfer

On October 10, 2020, the Shares of PTGI International Services, Ltd (PTGI Ltd) were transferred to the Company’s Shareholder, ICS Group Holdings, Inc for nominal consideration. Under the terms of the PTGI Stock Purchase Agreement with TRW, PTGI Ltd would continue to provide sales support services to PTGI through February 28, 2021.

F-81

PTGI International Carrier Services, Inc and Subsidiaries

CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended

December 31, 2019 and December 31, 2018

F-82

PTGI INTERNATIONAL CARRIER SERVICES INC

AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 2019 and 2018

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements
Report of Independent Registered Public Accountancy Firm	F-84
Consolidated Balance Sheets at December 31, 2019 and December 31, 2018	F-85
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018	F-86
Consolidated Statements of Comprehensive Income (Loss)	F-87
Consolidated Statement of Changes in Stockholder’s Equity (Deficit) for the years ended December 31, 2019 and 2018	F-88
Consolidated Statements of Cash Flows for the years December 31, 2019 and 2018	F-89
Notes to Consolidated Financial Statements	F-90

F-83

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder’s of

PTGI International Carrier Services, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PTGI International Carrier Services, Inc. and subsidiaries (the "Company") as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholder’s deficit, comprehensive income (loss) and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019 and 2018 and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred significant recurring losses. The realization of a major portion of its assets is dependent upon its ability to meet its future financing needs and the success of its future operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

Seligson & Giannattasio, LLP

We have served as the Company’s auditor since 2020.

White Plains, New York

February 3, 2021, except for Notes 2 and 10, as to which the date is June 3, 2021

F-84

PTGI INTERNATIONAL CARRIER SERVICES INC

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31, 2019	As of December 31, 2018
Assets
Current assets
Cash and cash equivalents	$34,561,119	$15,024,031
Accounts receivable, net	51,849,911	117,561,914
Other current assets net	2,143,501	1,829,886
Total current assets	88,554,531	134,415,831

Property, plant and equipment, net	755,516	1,091,623
Non-current assets	15,494	19,440
Goodwill	-	4,375,470
Total Assets	$89,325,541	$139,902,364

Liabilities & Stockholder’s Equity (Deficit)
Current liabilities
Accounts payable	$49,467,157	$21,538,208
Accrued liabilities	44,846,707	105,018,582
Notes payable-current maturities	261,226	398,790
Related party payable	17,480	42,713
Total current liabilities	94,592,570	126,998,293
Other liabilities
Notes payable less current maturities	-	398,790

Total Liabilities	94,592,570	127,397,083

Stockholders' Equity (Deficit)
Common stock, $1 par value; 100 shares authorized; 100 shares issued and outstanding	100	100
Additional paid in capital	187,121,632	203,421,632
Accumulated Other Comprehensive Income(loss) Currency Translation Adjustment	(7,987,840)	(8,038,058)
Accumulated deficit	(184,400,921)	(182,878,393)
Total Stockholders' Equity (Deficit)	(5,267,029)	12,505,281
Total Liabilities and Stockholders' Equity (Deficit)	$89,325,541	$139,902,364

The accompanying notes are an integral part of these consolidated financial statements.

F-85

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	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

The accompanying notes are an integral part of these consolidated financial statements.

F-86

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	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

The accompanying notes are an integral part of these consolidated financial statements.

F-87

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

			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)

The accompanying notes are an integral part of these consolidated financial statements.

F-88

PTGI INTERNATIONAL CARRIER SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	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	$-	$-

The accompanying notes are an integral part of these consolidated financial statements.

F-89

PTGI INTERNATIONAL CARRIER SERVICES INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Consolidation

Use of Estimates

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised services in the contract; (ii) determination of whether the promised services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s main revenue stream is from the provision of telecommunications services. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

F-90

Accounts Receivable

Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Fair Value of Financial Instruments

ASC subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

F-91

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Long-Lived Assets

Impairment of Goodwill

The Company performs impairment testing for all other long-lived assets whenever impairment indicators are present. When necessary, the Company calculates the undiscounted value of the projected cash flows associated with the asset, or asset group, and compares this estimated amount to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. During the year ended December 31, 2019, the Company determined that the existing goodwill should be entirely impaired and reported an impairment charge totaling $4,463,720.

Depreciation and Amortization

Telco equipment	7 years
Computer hardware	3 years
Computer software	3 years
Furniture and fixtures	5 years

Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.

F-92

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred. There were no advertising expenses for the years ended December 31, 2019 and 2018, respectively.

Income Taxes

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

For all periods presented, PTGI was included in the consolidated income tax returns of its Parent, HC2 Holdings, Inc. (“HC2”). All losses incurred by PTGI were utilized by PTGI or by HC2 in the consolidated tax filings. As of December 31, 2019, PTGI does not have any unused net operating losses or other credits available for use against future earnings.

Leases

F-93

NOTE 3 – CONCENTRATION OF CREDIT RISKS

The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company had balances in excess of this limit at December 31, 2019 and 2018 totaling $34,061,119 and $14,620,689, respectively.

NOTE 4 – GOING CONCERN

PTGI's consolidated financial statements are prepared using the GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. At December 31, 2019 and December 31, 2018, PTGI had $34,561,119 and $15,024,031 in cash and ($6,038,039) and ($7,417,538) in working capital, respectively. Losses may adversely affect the liquidity of PTGI in the future. In view of the matters described, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheets is dependent upon continued operations, which in turn is dependent upon PTGI's ability to obtain financing from its parent, HC2 and to succeed in its future operations and to execute on planned expansion acquisitions. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should PTGI be unable to continue as a going concern.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following at December 31, 2019 and 2018:

	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

Depreciation expense was $342,215 and $347,608 for the twelve months ended December 31, 2019 and 2018, respectively.

F-94

NOTE 6 – ACCRUED LIABILITIES

NOTE 7 – ACQUISITION OF G02TEL.COM

In November 2018, PTGI entered into a purchase agreement to acquire the stock of GO2Tel.com and its subsidiary. Pursuant to the agreement, PTGI paid $200,000 and is required to pay 20% of the gross margin for the following 24 months (Earnout Provision) in exchange for all the outstanding shares of GO2Tel.com common stock. Payment of the earnout provision is made quarterly but no less than $30,000. The company reported the original purchase price based on 20% of the estimated gross margin for the following 24 months plus the initial cash payment. Remeasurement of the expected payout at year end resulted in a gain adjustment to the Contingent Consideration due of $377,446. The original amount of these earnout provision was $797,580. As of December 31, 2019, $261,226 remains on the earnout provision.

NOTE 8 – RELATED PARTY PAYABLE

NOTE 9 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of December 31, 2019, and 2018, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

NOTE 10 – EQUITY ADJUSTMENT

During 2018, the then parent of the Company took advances made to the Company totaling $190,393,412 and contributed them as additional capital contributions in the Company.

NOTE 11 – SUBSEQUENT EVENTS

PTGI Stock Purchase Agreement

PTGI International Services, Ltd transfer

Liquidation of PTGI-ICS OPSRO S.R.L

PTGI-ICS OPSRO S.R.L, a company organized under the laws of Romania was deregistered effective September 30, 2020.

F-95

GETCHARGED, INC.

________________________________________________________

REVIEW OF FINANCIAL STATEMENTS

Period Ended September 30, 2020

F-96

Reviewed Financial Statements

F-97

TABLE OF CONTENTS

GetCharged, Inc.
Unaudited Condensed Financial Statements as of September 30, 2020
Balance Sheet		F-100
Statement of Income		F-101
Statement of Changes in Stockholders’ Equity		F-102
Statement of Cash Flows		F-103
Notes to Financial Statements		F-104

F-98

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

To the Board of Director(s) of

GetCharged, Inc.

New York, New York

We have reviewed the accompanying financial statements of Get Charged Inc., which comprise the balance sheets as of September 30, 2020, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Financial Statements

Accountant’s Responsibility

Accountant’s Conclusion

K. K. Mehta CPA Associates PLLC

Garden City, New York

January 11, 2021

F-99

GETCHARGED, INC.

REVIEW OF FINANCIAL STATEMENTS

Period Ended September 30, 2020

BALANCE SHEET

(UNAUDITED)

	As of September 30, 2020	As of September 30, 2020
ASSETS
Current Assets:
Cash	32,374	730,244
Total Current Assets	32,374	730,244
Property, Equipment and Leasehold Improvements, Net	1,098,361	300,739
Other Assets	224,826	5,000
TOTAL ASSETS	$1,355,562	$1,035,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	312,967	70,060
Total Current Liabilities	312,967	70,060
Long- Term Notes Payable	3,875,000	2,050,000
Total Liabilities	4,187,967	2,120,060
Stockholders' Equity:
Common Stock , $0.00001 par value:
Authorized shares- 10,000,000
Issued and Outstanding shares- 200	-	-
Accumulated Surplus (Deficit)	(2,832,405)	(1,084,077)
Total Equity	(2,832,405)	(1,084,077)

TOTAL LIABILITIES AND MEMBERS' EQUITY	$1,355,562	$1,035,983

F-100

GETCHARGED, INC.

REVIEW OF FINANCIAL STATEMENTS

Period Ended September 30, 2019

(UNAUDITED)

	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)

F-101

GETCHARGED, INC.

REVIEW OF FINANCIAL STATEMENTS

Period Ended September 30, 2019

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

Nine Months ended Sept 30, 2020

	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)

Nine Months Ended Sept 30, 2019

	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)

F-102

GETCHARGED, INC.

REVIEW OF FINANCIAL STATEMENTS

Period Ended September 30, 2019

STATEMENT OF CASH FLOW

(UNAUDITED)

	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

F-103

GETCHARGED, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

PERIOD ENDED SEPTEMBER 30, 2020

NOTE 1: DESCRIPTION OF BUSINESS ACTIVITIES

GetCharged Inc., a Delaware corporation established in November, 2018, is engaged to build a worldwide network of electric charging, storage, and service stations for e-scooters and e-bikes, while protecting the integrity, access, and safety of sidewalks for all pedestrians. The company are creating the electric fueling stations of the future. The company started its operation since January of 2019.

NOTE 2: BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include the accounts of GetCharged, Inc. The basis used for the preparation and presentation of the financial statements is based on the needs of the financial statement users. Financial presentation under the accrual method (basis of presentation under accounting principle generally accepted in the United States) provides the best approach to present the financial statements with the appropriate revenues since accounts receivable, net of allowance for doubtful debts, can be recorded against appropriate expenses which are incurred in the same period to generate those revenues.

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Revenue Recognition

It is the Company’s policy that revenues from sale of service are recognized in accordance with ASC 605, “Revenue Recognition.” Four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgments regarding fixed nature in selling prices of the services rendered and the collectability of those amounts.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand/bank and highly liquid investments that are readily convertible into cash. The Company considers securities when purchased with maturities of three months or less to be cash equivalents. The carrying amount of these securities approximate fair market value because of the short-term maturity of these instruments.

F-104

Fair Values Measurements

The Company’s financial assets and liabilities that are measured at fair value on a recurring basis have been categorized based upon a fair value hierarchy. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. Level 2 inputs are based on other observable market data, such as quoted prices for similar assets and liabilities, and inputs other than quoted prices that are observable, such as interest rates and yield curves. Level 3 inputs are developed from unobservable data reflecting our own assumptions, and include situations where there is little or no market activity for the asset or liability.

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis, including property, plant, and equipment, goodwill and intangible assets. These assets are not measured at fair value on a recurring basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. A general description of the valuation methodologies used for assets and liabilities measured at fair value, including the general classification of such assets and liabilities pursuant to the valuation hierarchy, is included in each footnote with fair value measurements presented.

The Company’s financial instruments consist principally of cash and cash equivalents, short-term marketable securities, accounts receivable, notes receivable, accounts payable, notes payable and long-term debt. The recorded values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable approximate their fair values based upon their short-term nature. The recorded values of notes payable and long-term debt approximate their fair values, as interest approximates market rates.

The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on whether the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.

The fair value of the Company’s, short-term marketable securities, were determined based on “Level 1” inputs. The Company does not have any financial instruments in the “Level 2” and “Level 3” category. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and relatively short maturity dates or durations.

There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for these assets or liabilities for the periods ended December 31, 2019.

FASB ASC 825-10 requires disclosure of fair value information about financial instruments, whether or not recognized in the statement of financial condition. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. FASB ASC 825-10 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents - The carrying amounts reported in the statements of financial condition for cash and cash equivalents approximate those assets’ fair values. Investment securities which consist of marketable securities - Fair values for investment securities are based on quoted market prices, where available.

F-105

Property, Equipment and Depreciation

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. The Company has a policy of capitalizing purchases over $5,000. Expenditures for routine maintenance and repairs on property and equipment are charged to expense.

The Company reviews long lived assets for impairment when circumstances indicate the carrying value of an asset may not be recoverable based upon the undiscounted future cash flows of the asset. If the carrying value of the asset is determined not to be recoverable, a write down to fair value is recorded. Fair values are determined based on quoted market values, discounted cash flows or external appraisals as appropriate. We review long lived assets for impairment at the individual asset or asset group level for which the lowest level of independent cash flows can be identified.

Depreciation is provided for financial reporting purposes utilizing both the accelerated and straight-line methods over the estimated useful lives of the assets, which are as follows;

Machinery and Equipment	3-5 years
Furniture and Fixtures	5-7 years
Software	3 years

Other Assets

Other assets comprises of overpayment to the financial institutions and security deposits for rental properties.

Income Taxes

Income Taxes Income taxes are accounted for on an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than proposed changes in the tax law or rates. Valuation allowances are provided if it is more likely than not that a deferred tax asset will not be realized.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. Once it is determined that the position meets the recognition threshold, the second step requires an estimate and measure the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement. The difference between the amount of recognizable tax benefit and the total amount of tax benefit from positions filed or to be filed with the tax authorities is recorded as a liability for uncertain tax benefits. It is inherently difficult and subjective to estimate such amounts due to the probability of various possible outcomes. The Company reevaluates uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an additional charge to the tax provision.

A valuation allowance was taken by the Company as it believes there is no sufficient positive evidence to support its conclusion not to record a valuation allowance. Management believes that there can be no assurance that the Company will generate taxable income or that all of its timing differences between tax and financial reporting will be utilized.

Tax Cuts and Job Act. The Tax Cuts and Jobs Act was enacted in December 2018. Among other things, the new law (I) establishes a new, flat corporate federal statutory income tax rate of 21%, (ii) eliminates the corporate alternative minimum tax and allows the use of such carryforwards to offset regular tax liability for any taxable year, (iii) limits the deduction for net interest expense incurred by U.S. corporations, (iv) allows businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets, (v) eliminates or reduces certain deductions related to meals and entertainment expenses, (vi) modifies the limitation on excessive employee remuneration to eliminate the exception for performance-based compensation and clarifies the definition of a covered employee and (vii) limits the deductibility of deposit insurance premiums. The Tax Cuts and Jobs Act also significantly changes the US tax law related to foreign operations, however, such changes do not currently impact the Company.

Advertising

The Company expenses all advertising costs as incurred. Advertising expense for the years ended September 30, 2020 was $5,000.

NOTE 4: SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated subsequent events through January 11, 2021, the date these financial statements were issued.

F-106

GETCHARGED, INC.

REPORT ON AUDITS OF FINANCIAL STATEMENTS

Years Ended December 31, 2019

F-107

Audited Financial Statements

F-108

TABLE OF CONTENTS

Audited Consolidated Financial Statements for the year ended December 31, 2019
Independent Auditor's Report		F-110
Balance Sheet For the Years Ended December 31, 2019		F-111
Statement of Income For the Years Ended December 31, 2019		F-112
Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2019		F-113
Statement of Cash Flows For the Years Ended December 31, 2019		F-114
Notes to Financial Statements		F-115

F-109

INDEPENDENT AUDITOR’S REPORT

To the Board of Director(s) of

GetCharged, Inc.

New York, New York

Report on Financial Statements

We have audited the accompanying financial statements of GetCharged, Inc., which comprise the balance sheet as of December 31, 2019 and the related statement of income, change in stockholders’ equity, and cash flow for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the 2018 financial statements referred to above present fairly, in all material respects, the financial position of GetCharged, Inc. as of December 31, 2019, and the results of its operations and cash flow for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 to the financial statements, the Company has sustained significant net loss for the year ended December 31, 2019. Management’s evaluation of the events and conditions and management’s plans regarding the matter also are described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

/s/ K.K. Mehta CPA Associates, PLLC

Garden City, New York

July 27, 2020, (except as to Note 9, as to which the date is May 11, 2021)

F-110

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

BALANCE SHEET

As of December 31,	2019
ASSETS
Current Assets:
Cash	331,066
Total Current Assets	331,066

Property, Equipment and Leasehold Improvements, Net	926,067
Other Assets	12,596
TOTAL ASSETS	$1,269,729

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable and Accrued Expenses	128,506
Total Current Liabilities	128,506

Long-Term Notes Payable	3,105,000
Total Liabilities	3,233,506

Stockholders’ Equity:
Common Stock, $0.0001 par value:
Authorized shares – 18,000,000
Issue and Outstanding shares – 10,000,000	100
Accumulated Surplus (Deficit)	(1,963,876)
Total Equity	(1,963,776)

TOTAL LIABILITIES AND MEMBERS’ EQUITY	$1,269,729

F-111

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

STATEMENT OF INCOME

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)

F-112

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

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)

F-113

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

STATEMENTS OF CASH FLOWS

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

F-114

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

NOTE 1: DESCRIPTION OF BUSINESS ACTIVITIES

NOTE 2: BASIS OF PRESENTATION

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

Fair Values Measurements

F-115

GETCHARGED, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2019

Level 2 inputs are based on other observable market data, such as quoted prices for similar assets and liabilities, and inputs other than quoted prices that are observable, such as interest rates and yield curves. Level 3 inputs are developed from unobservable data reflecting our own assumptions, and include situations where there is little or no market activity for the asset or liability.

Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for these assets or liabilities for the periods ended December 31, 2019.

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents - The carrying amounts reported in the statements of financial condition for cash and cash equivalents approximate those assets’ fair values. Investment securities which consist of marketable securities – Fair values for investment securities are based on quoted market prices, where available.

F-116

Property, Equipment and Depreciation

Depreciation is provided for financial reporting purposes utilizing both the accelerated and straight-line methods over the estimated useful lives of the assets, which are as follows;

Machinery and Equipment	3-5 years
Furniture and Fixtures	5-7 years
Software	3 years

Other Assets

Other assets comprises of overpayment to the financial institutions and security deposits for rental properties.

Income Taxes

F-117

Advertising

The Company expenses all advertising costs as incurred. Advertising expense for the years ended December 31, 2019 was $5,000.

NOTE 4: STOCK OPTION

Performance Incentive Plan

On May 2019, the shareholders approved the Company's 2019 Performance Stock Option, (the "Stock Option"). Under the terms of the Incentive Plan, up to 1,000,000 shares of common stock may be granted. The Stock Option is administered by the Compensation Committee which is appointed by the Board of Directors. The Committee determines which key employee, officer or director on the regular payroll of the Company, or outside consultants shall receive stock options. Granted options are exercisable after the date of grant in accordance with the terms of the grant up to five years after the date of the grant. The exercise price of any incentive stock option or nonqualified option granted under the Incentive Plan may not be less than 100% of the fair market value of the shares of common stock of the Company at the time of the grant.

Options:

The following options were issued to employees and non-employee Board of Directors and consultants in accordance with the Company's Performance Incentive Plan. However, they may not be outstanding at each year end.

Grant Date	Number of Options	Exercise Price	Expiration Term
1-May-19	697,500	$0.00	5 years

At December 31, 2019, the Company has shares of common stock reserved for issuance of these options and for options granted previously.

Activity in stock options, including those outside the Performance Incentive Plan, for year-end December 31, 2019, is summarized as follows:

	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	$-

All of the options listed in the above table have no intrinsic value, as their exercise prices are all in excess of the market value of the Company's common stock as of December 31, 2019.

F-118

NOTE 5: ACCOUNT PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

December 31,	2019
Accounts Payable and Accrued Expenses	11,249
Interest Payable	117,257
	$128,506

The accounts payable and accrued expenses consists of trade payables arising from company’s normal course of business.

NOTE 6: PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31:

December 31,	2019
Furniture and Equipment	956,667
Subtotal	956,667

Accumulated Depreciation	-
Net Total	$956,667

The above fixed assets have not been placed in service at the end of December 31, 2019, thus no depreciation expenses have been booked. Accordingly, depreciation expense for the year ended December 31, 2019 was $0.

NOTE 7: CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist of temporary cash investments, which from time to time exceed the federal depository insurance coverage and commercial accounts receivable. The Company has cash investment policies that restrict placement of these investments to financial institutions evaluated as highly creditworthy. Cash and cash equivalents held in a bank exceed federally insured limits at year end and at various points during the year.

NOTE 8: BUSINESS RISK

The Company's primary business deals with building electric charging service station. While the Company is unable to predict what regulatory changes may occur or the impact on the Company of any particular change, the Company’s operations and financial results could be negatively affected if the federal or state regulator relax the laws on the use of fossils fuel.

F-119

NOTE 9: CONVERTIBLE NOTE

The carrying value of the convertible notes, as of December 31, 2019 is $3,105,000. The company accrued interest of $117,257 for year 2019 at the rate of 8% per annum on the outstanding convertible notes.

The convertible notes are issued as series notes. As of December 2019, Series 1, 2 and 3A notes has been issued. At December 31, 2019, a total of $ 450,000, $ 1,550,000 and $ 1,105,000 has been used under series note1, 2 and 3 respectively.

The series 1 note will be converted to common shares at a discount of 20% whenever the company’s capitalization will reach $ 10 M. Similarly, notes 2 & 3 will be converted to common shares at a discount of 20% whenever the company’s capitalization value reaches $ 17.5M.

The maturities of above series notes are as follows:

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	-	-

NOTE 10: COMMITMENTS AND CONTINGENCIES

Uncertain Tax Position

The Company follows the FASB Accounting Standards Codification, which provides guidance on accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2019, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the Company’s financial statements. The Company’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense in the financial statements. No interest and penalties were recorded during the years ended December 31, 2019.

Litigation

The Company is involved, from time to time, in disputes and claims incidental to the conduct of its business. The company reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. Based upon present information, the company determined that there was no matters that required an accrual as of December 31, 2019 nor were there any asserted or unasserted material claims for which material losses are reasonably possible.

NOTE 11: GOING CONCERN

The Company sustained net operating losses of $(1,963,876) for the years ended December 31, 2019, indicating an adverse effect in the Company’s ability to continue as a going concern.

Managements plans to address the going concern is to seek out additional investors, provide additional loans and capital contributions to the Company from current stockholders, and open service charge stations to increase gross profit margins. Management launched service charge stations subsequent to balance sheet date, please see note 14.

F-120

The ability to continue as a going concern is dependent upon the success of these actions as well as continued favorable treatment as it relates to federal laws and regulations. There can be no assurance the Company will be successful in accomplishing its objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 12: RELATED PARTY TRANSACTION

During the year 2019 there has been the following issuance of convertible notes payables to the related parties.

Related Parties	2019
Daniel Waldman	$245,000.00
Andrew Fox	$350,000.00
Total	$595,000.00

Further during the year 2019, the company paid $ 129,945.70 as a reimbursement of contracting fees to 9 Madison Inc. owned by related parties. The amount has been charged as an expense to statement of income under consulting fees. Also during 2019 per the consulting agreement reached between company and Daniel Waldman in 2018 the company awarded an stock option which will grant him 420,000 shares of company’s common stock with a vesting period of five years from the date of issuance.

NOTE 13: RECENT ACCOUNTING GUIDANCE

In December 2019, the FASB issued an accounting standard updates that eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the adoption date and impact, if any, adoption will have on its financial position and results of operations.

In June 2016, the FASB issued Accounting Standard Update No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses. The standard will be effective for us in the last quarter of 2020, but early adoption is permitted. The Company is currently evaluating this update on its financial position and results of operations.

NOTE 14: SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated subsequent events through July 27, 2020, the date these financial statements were issued.

Subsequent to the year-end, in February 2020 the company launched service charge station in Los Angles, California and the second one in Paris, France in July of 2020.

F-121

GETCHARGED, INC.

REPORT ON AUDITS OF FINANCIAL STATEMENTS

Years Ended December 31, 2018

F-122

Audited Financial Statements

F-123

TABLE OF CONTENTS

Audited Consolidated Financial Statements for the year ended December 31, 2018
Independent Auditor's Report		F-125
Balance Sheet For the Years Ended December 31, 2018		F-126
Statement of Income For the Years Ended December 31, 2018		F-127
Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2018		F-128
Statement of Cash Flows For the Years Ended December 31, 2018		F-129
Notes to Financial Statements		F-130

F-124

INDEPENDENT AUDITOR’S REPORT

To the Board of Director(s) of

GetCharged, Inc.

New York, New York

Report on Financial Statements

We have audited the accompanying financial statements of GetCharged, Inc., which comprise the balance sheet as of December 31, 2018 and the related statement of income, change in stockholders’ equity, and cash flow for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the 2018 financial statements referred to above present fairly, in all material respects, the financial position of GetCharged, Inc. as of December 31, 2018, and the results of its operations and cash flow for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ K.K. Mehta CPA Associates, PLLC.

Garden City, New York

January 11, 2021

F-125

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2018

BALANCE SHEET

As of December 31,	2018
ASSETS
Current Assets:
Cash
Total Current Assets

Property, Equipment and Leasehold Improvements, NetOther Assets
TOTAL ASSETS	$

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Due to related parties, net	13,500
Total Current Liabilities	13,500

Long-Term Notes Payable	-
Total Liabilities	13,500

Stockholders’ Equity:
Common Stock, $0.0001 par value:
Authorized shares – 10,000,000
Issue and Outstanding shares – 200	0
Accumulated Surplus (Deficit)	(13,500)
Total Equity	(13,500)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

F-126

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2018

STATEMENT OF INCOME

Year Ended December 31,	2018

REVENUE

COSTS OF GOODS SOLD

GROSS PROFIT	$

OPERATING EXPENSES
Advertising	-
Selling, Office and Administration	13,500
TOTAL OPERATING EXPENSES	13,500

INCOME (LOSS) FROM OPERATIONS	$(13,500)

OTHER INCOME (EXPENSES)
Interest Income	-
Interest Expense
TOTAL OTHER INCOME

NET INCOME BEFORE
PROVISION FOR INCOME TAXES	(13,500)

Provision for Income Taxes	-

NET INCOME ATTRIBUTABLE TO SHAREHOLDERS	$(13,500)

F-127

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2018

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

	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)

F-128

STATEMENTS OF CASH FLOWS

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	$-

F-129

GETCHARGED, INC.

AUDITED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2018

NOTE 1: DESCRIPTION OF BUSINESS ACTIVITIES

NOTE 2: BASIS OF PRESENTATION

NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Cash and Cash Equivalents

NOTE 3: SUBSEQUENT EVENTS

In accordance with ASC 855, the Company evaluated subsequent events through January 11, 2021, the date these financial statements were issued.

Since December 31, 2019, the spread of COVID-19 has severely impacted many local economies around the globe. In many countries, businesses are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions.

F-130

Subsequent to the year-end, in February 2020 the company launched service charge station in Los Angles, California and the second one in Paris, France in July of 2020.

On September 25, 2020, GetCharged Inc. (the “Company”) each of the transferor and Andrew Fox, in his capacity as the Transferor’s Representative entered into stock acquisition agreement with Transworld Enterprises Inc. (“Acquiror”), a wholly owned subsidiary of GoIP Global , Inc. whereby the transferors shall exchange, transfer and deliver the shares to Acquiror at the purchase price of $17,500,000, and the company transfers the shares to the acquirer free and clear of encumbrances. The shareholder record of GetCharged Inc. shall receive prorate shares of parents payable in respect of the purchase price. For avoidance of doubt, the Purchase price shall be paid in Parent Shares (and not in cash).

On October 9, 2020 the above mentioned agreement was amendment to reflect the change in manner of payment to the company. As per agreement, parent shall issue to each Transferor a stock certificate evidencing such Transferor’s Pro Rata Share of the number of Parent Shares equal to the Purchase Price minus the Holdback Shares (each, a closing Parent Share Certificate”) and deliver a closing Parent Share Certificate to each Transferor at or as soon as practicable following the Closing. Further, the parties agreed that the aggregate number of Parent Shares equal to the Purchase Price shall be 60,000,000 Parent Shares.

As of December 31, 2020, the company issued total convertible Notes Payable worth $5,965,000 with an interest rate of 8% per annum. The Note shall automatically and without any action on the part of Holder convey into that number of Class A Voting Common Stock of the Company.

F-131

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

ABOUT THIS PROSPECTUS	4
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS	5
PROSPECTUS SUMMARY	6
RISK FACTORS	13
DIVIDEND POLICY	29
MARKET FOR OUR COMMON STOCK	30
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
BUSINESS	50
MANAGEMENT	57
EXECUTIVE COMPENSATION	60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	65
SELLING SHAREHOLDERS	66
PLAN OF DISTRIBUTION	68
DESCRIPTION OF SECURITIES	70
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	73
LEGAL MATTERS	74
EXPERTS	75
WHERE YOU CAN FIND MORE INFORMATION	76
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	77
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS	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:		152,279,063
Shares of common stock to be outstanding after this offering (assuming all shares of Common Stock are issued upon conversion and/or exercise)		194,569,847
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 .
Trading Symbol		“CRGE.”and we have applied to list the Common Stock on the Nasdaq Capital Market under the symbol “CRGE.”

(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.

	Years Ended December 31,		Three Months Ended March 31, (unaudited)
	2020	2019	2021	2020
Revenue	$84,726,026	$-	$111,127,641	$-
Operating Income/(Loss)	(4,750,019)	(181,998)	(5,373,645)	(3,590)
Net Income/(Loss)	(34,692,351)	(292,416)	(4,010,449)	(6,677)
Pro forma basic and diluted net loss per share	(1.92)	(0.03)	(0.03)	(0.00)
Pro forma weighted average of shares outstanding	18,049,003	8,879,041	147,806,984	9,948,895

	●	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.

	●	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.

●	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.

●			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

●		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

	Charge Enterprises, Inc.	PTGI International Carrier Services	Get Charged, Inc.	Pro Forma Adjustments		Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$ 1,902,083	$ 6,497,791	$ 3,229,429	$ -		$ 11,629,303
Accounts receivable, net	-	64,129,327	-	-		64,129,327
Deposits and prepaids	148,704	221,127	250	-		370,081
Other current assets net	-	227,307	-	-		227,307
Marketable securities	2,992,710	-	-	-		2,992,710
Investment in Oblong (OBLG)	257,000	-	-	-		257,000
Investment in MPS	-	-	149,262	-		149,262
Total current assets	5,300,497	71,075,552	3,378,941	-		79,754,990

Intercompany	999,882	3,095,118	(4,095,000)	-		-
Investment in subsidiary	29,092,000	-	-	(29,092,000)	(a) (b)	-
Property, plant and equipment, net	-	425,708	1,348,468	-		1,774,176
Non-current assets	-	223,000	36,157	-		259,157
Goodwill	-	549,129	16,626,861	-		17,175,990
Deferred tax asset	635,317	(192,311)	-	-		443,006
Total assets	$ 36,027,696	$ 75,176,196	$ 17,295,427	$ (29,092,000)		$ 99,407,319

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$ 49,407	$ 69,864,774	$ -	$ -		$ 69,914,181
Accrued liabilities	150,196	426,176	208,800	-		785,172
Deferred revenue	-	3,455,886	-	-		3,455,886
Convertible notes payable, net of discount	1,436,144	-	-	-		1,436,144
Convertible notes payable, related party, net of discount	275,984	-	-	-		275,984
Related party payable	50	-	189,262	-		189,312
Derivative liabilities	749,600	-	-	-		749,600
Total current liabilities	2,661,381	73,746,836	398,062	-		76,806,279

Non-current liabilities:
Convertible notes payable, related party, net of discount	1,947,945	-	-	-		1,947,945
Total liabilities	4,609,326	73,746,836	398,062	-		78,754,274
Commitments and contingencies

Stockholder's Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
Series A: 100,000 authorized; 1,000,000 and 0 shares issued and outstanding at December 31, 2020 and 2019	1,000	-	-	-		1,000
Series B: 1,000,000 shares authorized; 0 and 200,000 shares issued and outstanding at December 31, 2020 and 2019	-	-	-	-		-
Series C: 5,000,000 authorized; 0 and 2,000,000 shares issued and outstanding at December 31, 2020 and 2019	-	-	-	-		-
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	-	-	-	-		-
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	200	159	(359)	(a) (b)	140,018
Common stock to be issued, 13,425,750 and 3,224,949 shares at December 31, 2020	13,426	-	-	-	(a) (b)	13,426
Additional paid in capital	72,583,222	891,800	31,053,199	(31,944,999)	(a) (b)	72,583,222
Accumulated other comprehensive income (loss)	49,710	60,375	-	-	(a) (b)	110,085
Accumulated deficit	(41,369,006)	476,985	(14,155,993)	2,853,358	(a) (b)	(52,194,656)
Total stockholders' equity	31,418,370	1,429,360	16,897,365	(29,092,000)		20,653,095
Total liabilities and stockholders' equity	36,027,696	75,176,196	17,295,427	(29,092,000)		99,407,319

●	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.

	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)

●	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	48	Chief Executive Officer and Director
Craig Denson	59	Interim Chief Financial Officer, Chief Operating Officer and Director
Kenneth Orr	54	Executive Chairman
Philip Scala	70	Secretary and Director
Mark LaNeve	62	Chief Business Officer
Justin Deutsch	44	Director
James Murphy	77	Director
Baron Davis	41	Director
Benjamin Carson, Jr.	35	Director

●	Isaac H. Sutton, our former Chief Executive Officer who resigned from the Company on April 30, 2020.
●	Philip P. Scala, our former Interim Chief Executive Officer who was appointed on May 8, 2020 and resigned on October 12, 2020.
●	Andrew Fox, our Chief Executive Officer who was appointed on October 12, 2020.

Class and Basis of Participation	Approximate Number of Class
Employees	14
Directors	7
Independent Contractors	34

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Class Outstanding (1)	Shares of Series A Preferred Stock Beneficially Owned	Percentage of Class Outstanding (2)
Security Ownership of Certain Beneficial Owners:
Korr Acquisitions Group, Inc. (3)	59,625,110	33.43%	1,000,000	100%
KORR Value, LP (4)	12,256,320	8.02%	--	--
Mt. Whitney Securities LLC (5)	15,560,298	9.49%	--	--
Arena Structured Private Investments LLC (6)	16,422,782	9.79%	--	--
Andrew Fox (7)	16,930,152	10.94%	--	--
P&G Gershon LLC (8)	13,279,307	8.72%	--	--
Security Ownership of Management and Directors:
Kenneth Orr (9)	92,571,948	41.97%	1,000,000	100%
Andrew Fox (7)	16,930,152	10.93%	--	--
Craig Denson	--	-	--	--
Phil Scala(10)	1,111,887	*	--	--
Justin Deutsch(10)	474,768	*	--	--
James Murphy(10)	50,000	-	--	--
Executive officers and directors as a group — 7persons	92,571,948		1,000,000	100%

(1)	The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of June 10, 2021, through the exercise of any stock option or other right.
(2)	Our series A Preferred Stock shall vote together with the common stock on an as converted basis. The series A preferred stock is convertible into 12.5% of our fully-diluted shares of common stock at any time at the option of the Holder.
(3)	Includes (i) 33,549,540 shares of common stock and (ii) approximately 26,075,570 shares of common stock issuable upon conversion of the Series A Preferred Stock. Mr. Orr is the principal operating officer of KORR Acquisitions Group, Inc., which is the general partner of KORR Value LP. This amount also takes into account an aggregate of 8,925,000 shares of common stock that has been agreed to be transferred by KORR Acquisitions Group, Inc. to unaffiliated third parties but has not been formally transferred out of its name. Mr. Orr has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. and KORR Value LP. The address of KORR Acquisition Group, Inc. is 1400 Old Country Road, Westbury, NY 11590.
(4)	Includes warrants to purchase 522,000 shares of common stock. Mr. Orr is the principal operating officer of KORR Acquisitions Group, Inc., which is the general partner of KORR Value LP. Mr. Orr has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. and KORR Value LP. The address of KORR Value, LP is 1400 Old Country Road, Westbury, NY 11590.
(5)	Includes (i) 7,231,488 shares of common stock issuable upon conversion of outstanding promissory notes and (ii) warrants to purchase 4,579,943 shares of common stock. 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.

(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)		Includes (i) 2,350,000 shares of common stock issuable upon outstanding options and (ii) warrants to purchase 220,000 shares of common stock.
(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 (i) 2,123,711 shares of common stock held by Cori Orr, his wife, (ii) 33,549,540 shares of common stock held by KORR Acquisition Group, Inc. (iii) approximately 26,075,570 shares of common stock issuable upon conversion of the Series A Preferred Stock, (iv) 11,734,320 shares of common stock held by KORR Value, LP, (v) warrants to purchase 522,000 shares of common stock held by KORR Value, LP (vi) 1,061,887 shares of common stock held Cori Orr, as custodian for Benjamin Orr under the NY UTMA, and (vii) 80,000 shares of common stock purchased by Mr. Orr from an unaffiliated third party which has not be transferred into his name. This amount also takes into account an aggregate of 8,925,000 shares of common stock that has been agreed to be transferred by KORR Acquisitions Group, Inc. to unaffiliated third parties but has not been formally transferred out of its name. Mr. Orr has sole voting and dispositive power over the shares held by KORR Acquisitions Group, Inc. and KORR Value LP.
(10)		Includes 50,000 shares of common stock issuable upon exercise of options

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)	15,560,298	15,560,298	--	--
Arena Originating Co., LLC (1)(3)	1,437,878	1,437,878	--	--
Arena Special Opportunities Fund, LP (1)(4)	5,482,450	5,482,450	--	--
Arena Special Opportunities Partners I, LP (1)(5)	3,418,776	3,418,776	--	--
Arena Structured Private Investments LLC (1)(6)	16,422,472	16,458,472	36,000	*

●					provide the board of directors with the ability to alter the bylaws without stockholder approval;
●					place limitations on the removal of directors; and
●					provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.

SEC registration fee	$*
Miscellaneous expenses	*
Legal	*
Accounting fees and expenses	*
Total	*


●	Between May 8, 2020 and September 30, 2020, the Company entered into securities purchase agreements with other accredited investors (the “Subordinated Creditors”) pursuant to which the Company issued convertible notes in an aggregate principal amount of $546,444 for an aggregate purchase price of $495,000 (collectively, the “Subordinated Creditor Notes”). In connection with the issuance of the Subordinated Creditor Notes, we issued to the Subordinated Creditors warrants to purchase an aggregate of 2,359,555 shares of Common Stock (collectively, the “Subordinated Creditor Warrants”). The Subordinated Creditor Notes and Subordinated Creditor Warrants are on substantially the same terms as the Notes and Warrants issued to the May 2020 Investors except that the Subordinated Creditor Notes are subordinated to the Notes.

●	On September 25, 2020, the Company entered into a stock acquisition agreement with the shareholders of GetCharged, Inc. (“GetCharged”) pursuant to which the Company agreed to acquire 100% of the outstanding voting securities of GetCharged in exchange for 60,000,000 shares of the Company’s common stock (the “Charge Acquisition”). The closing of the Charge Acquisition occurred on October 12, 2020.

●	On November 3, 2020, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the “November 2020 Investors”) pursuant to which it issued convertible notes in an aggregate principal amount of $3.8 million for an aggregate purchase price of $3.5 million (collectively, the “November 2020 Notes” and together with the May 2020 Notes, the “Notes”). In connection with the issuance of the November 2020 Notes, we issued to the November 2020 Investors 903,226 shares of Common Stock.

●	On December 8, 2020, the Company entered into a securities purchase agreement with accredited investors pursuant to which the Company sold 8,700,002 shares of common stock for an aggregate purchase price of $2,175,000.

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
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
10.10*		Amended and Restated Security Agreement, dated November 3, 2020, by and between the Company and the investors signatory thereto
10.11*		Amended and Restated Subordination Agreement, dated November 3, 2020 by and between the Company, KORR Value LP and the investors signatory thereto
10.12*		Form of Subsidiary Guaranty Agreement, dated November 3, 2020
10.13*		First Amendment and Waiver to May 2020 Financing, dated December 8, 2020
10.14*		Second Amendment and Waiver to May 2020 Financing, dated December 8, 2020
10.15*		First Amendment and Waiver to November 2020 Financing, dated December 8, 2020
10.16*		Securities Purchase Agreement, dated December 3, 2020 related to the December 2020 private placement
10.17*		2020 Omnibus Incentive Equity Plan
10.18*		Amended and Restated 2020 Omnibus Equity Incentive Plan
10.19		Securities Purchase Agreement, dated May 19, 2021, by and between the Company and the investors signatory thereto
10.20		Registration Rights Agreement, dated May 19, 2021, by and between the Company and the investors signatory thereto
10.21		Amended and Restated Security Agreement, dated May 19, 2021, by and between the Company and the investors signatory thereto
10.22		Form of Subsidiary Guaranty Agreement, dated May 19, 2021
23.1		Consent of Accell Audit & Compliance, P.A
23.2		Consent of Seligson & Giannattasio, LLP
23.3		Consent of K.K. Mehta CPA Associates, PLLC
23.4		Consent of Seligson & Giannattasio, LLC
23.5		Consent of Sheppard, Mullin, Richter & Hampton LLP (including in Exhibit 5.1)
24.1*		Power of Attorney (included on the signature page to the Registration Statement)

	CHARGE ENTERPRISES, INC.

	By:	/s/ Andrew Fox
		Andrew Fox
		Chief Executive Officer (Principal Executive Officer)

Signature	Title	Date

/s/ Andrew Fox	Chief Executive Officer and Director	June 11, 2021
Andrew Fox	(Principal Executive Officer)

/s/ Craig Denson	Interim Chief Financial Officer,	June 11, 2021
Craig Denson	Chief Operating Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

/s/ Kenneth Orr	Executive Chairman	June 11, 2021
Kenneth Orr

/s/ Phil Scala	Secretary and Director	June 11, 2021
Phil Scala

/s/ Justin Deutsch	Director	June 11, 2021
Justin Deutsch

*	Director	June 11, 2021
James Murphy

/s/ Baron Davis	Director	June 11, 2021
Baron Davis

/s/ Benjamin Carson, Jr.	Director	June 11, 2021
Benjamin Carson, Jr.

/s/ Mark LaNeve	Chief Business Officer	June 11, 2021
Mark LaNeve