SurgePhone Wireless, Torch Wireless and LocoRabbit Wireless

COMPARISON OF THREE MONTHS ENDED JUNE 30, 2022 AND 2021

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the consolidated results of operations, stockholders' deficit, or cash flows.

At June 30, 2022 and December 31, 2021, respectively, on the consolidated balance sheets, the Company separated its various types of debt into more distinct categories. Certain accounts payable were reclassified from non-current to current.

General and administrative expenses during the three months ended June 30, 2022 and 2021 consisted of the following:

Depreciation and amortization $ 191,561 $ 180,282 Selling, general and administration 2,846,968 2,556,153 Total

Depreciation and amortization increased $11,279 primarily as a result of purchased software during the quarter.

Selling, general and administrative expenses during the three months ended June 30, 2022 and 2021 consisted of the following:

Selling, general and administrative costs (S, G & A) increased by $290,815 (11%). The detail changes are discussed below:

* Contractors and consultants decreased to $421,560 in 2022 from $711,768 in 2021

primarily due to reclassing of the call center expenses to cost of goods sold

* Professional services increased from $191,800 in 2021 to $500,247 in 2022

primarily as a result of legal expenses related to various legal proceedings.

* Compensation decreased from $965,890 in 2021 to $853,960 in 2022 primarily as a

result of elimination of the President position after the passing of Anthony

* Webhosting/internet costs decreased to $63,499 in 2022 from $147,477 in 2021.

* Advertising and marketing costs decreased to $52,524 in 2022 from $115,533 in

2021 primarily due to a normalization of advertising costs in 2022. The Company

implemented new advertising and marketing campaigns in the first half of 2021.

* Other costs increased to $955,178 in 2022 from $423,685 in 2021 primarily due

? insurance expense increased by $357,326 as a result of additional coverages

required as part of uplisting to Nasdaq in the fourth quarter of 2021.

? other operating expense increased by $116,455 as a result of additional costs

Interest expense decreased due to the repayment of various notes during 2021.

The gain on equity investment in Centercom of $35,519 in 2022 compared to an equity gain of $49,145 in 2021.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2022 AND 2021

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the consolidated results of operations, stockholders' deficit, or cash flows.

At June 30, 2022 and December 31, 2021, respectively, on the consolidated balance sheets, the Company separated its various types of debt into more distinct categories. Certain accounts payable were reclassified from non-current to current.

General and administrative expenses during the six months ended June 30, 2022 and 2021 consisted of the following:

Depreciation and amortization $ 360,839 $ 398,240 Selling, general and administration 6,361,471 5,578,004 Total

Depreciation and amortization decreased $37,401 primarily as a result of fully depreciated assets.

Selling, general and administrative expenses during the six months ended June 30, 2022 and 2021 consisted of the following:

Selling, general and administrative costs (S, G & A) increased by $783,467 (14%). The detail changes are discussed below:

* Contractors and consultants decreased to $971,150 in 2022 from $1,090,317 in

2021 primarily due to reclassing of the call center expenses to cost of goods

* Professional services decreased from $729,120 in 2021 to $666,537 in 2022

primarily as a result of legal expenses related to the uplist to Nasdaq.

* Compensation increased from $1,927,093 in 2021 to $2,582,442 in 2022 primarily

as a result of one-time bonuses paid to various management personnel.

* Webhosting/internet costs decreased to $157,499 in 2022 from $365,877 in 2021.

* Advertising and marketing costs decreased to $136,006 in 2022 from $562,292 in

2021 primarily due to a normalization of advertising costs in 2022. The Company

implemented new advertising and marketing campaigns in the first half of 2021.

* Other costs increased to $1,847,837 in 2022 from $903,305 in 2021 primarily due

? insurance expense increased by $709,748 as a result of additional coverages

required as part of uplisting to Nasdaq in the fourth quarter of 2021.

? other operating expense increased by $112,820 as a result of additional costs

Interest expense decreased due to the repayment of various notes during 2021.

The loss on equity investment in Centercom of $10,336 in 2022 compared to an equity loss of $24,628 in 2021.

Segment information for the Company's assets and liabilities at June 30, 2022 and December 31, 2021, are as follows:

SurgePhone Wireless and Torch Wireless

The revenue for the three months ended June 30, 2022 decreased by $24,189 compared to the three months ended June 30, 2021. The operating income for the three months ended June 30, 2022 decreased by $74,121 compared to the same period in 2021.

On May 7, 2021, the Company disposed of its subsidiary True Wireless, Inc. ("TW"), however we retained $1,097,659 in liabilities which consisted of $1,077,659 in accounts payable and accrued expenses as well as $20,000 in related party loans. In connection with the sale, the Company received an unsecured note receivable for $176,851, bearing interest at 0.6%, with a default interest rate of 10%. The Company will receive 25 payments of principal and accrued interest totaling $7,461 commencing in September 2023.

LIQUIDITY, CAPITAL RESOURCES AND GOING CONCERN

At June 30, 2022 and December 31, 2021, our current assets were $22,747,128 and $13,892,681 respectively, and our current liabilities were $21,330,965 and $9,998,194, respectively, which resulted in a working capital surplus of $1,416,163 on June 30, 2022 and a working capital surplus of $3,894,487 on December 31, 2021.

At June 30, 2022, our total liabilities of $27,318,464 increased by $11,369,583 from $15,948,881 at December 31, 2021.

At June 30, 2022, our total stockholders' equity was $2,172,399 as compared to $3,551,321 at December 31, 2021. The principal reason for the decrease in stockholders' equity was the impact of the net loss for the period.

The following table sets forth the major sources and uses of cash for the three months ended June 30, 2022 and 2021.

Net cash used in operating activities $ (3,148,073 ) $ (4,855,247 ) Net cash used in investing activities

At December 31, 2021, the Company had the following material commitments and contingencies.

Debt See Note 5 to the Consolidated Financial Statements.

Related party transactions - See Notes 2, 5 and 8 to the Consolidated Financial Statements.

Cash requirements and capital expenditures - At the current level of operations, the Company has to borrow funds to meet basic operating costs.

Known trends and uncertainties - The Company is planning to acquire other businesses with similar business operations. The uncertainty of the economy may increase the difficulty of raising funds to support the planned business expansion.

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