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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______________ to ________________

 Commission
file number 001-41227

 CISO
GLOBAL, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 83-4210278

 State
 or Other Jurisdiction of

 (I.R.S.
 Employer

 Incorporation
 or Organization

 Identification
 No.)

 6900
E. Camelback Road, Suite 900, Scottsdale, AZ 85251

 (Address
of Principal Executive Offices) (Zip Code)

 Registrant's
telephone number, including area code: (480) 389-3444

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.00001 par value

 CISO

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the common stock held by non-affiliates of the registrant as of the last business day of the registrant's
most recently completed second fiscal quarter (June 30, 2024) was $ 3,564,332.

 The
registrant had 16,458,933 shares of common stock outstanding as of March 24, 2025.

 CISO
GLOBAL, INC.

 2024
FORM 10-K ANNUAL REPORT

 TABLE
OF CONTENTS

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 - 2 -

 FORWARD-LOOKING
STATEMENTS

 The
information contained in this report should be read in conjunction with the financial statements and related notes contained elsewhere
in this Annual Report on Form 10-K. Certain statements made in this report are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). These statements are based upon beliefs of, and information currently available
to, us as of the date hereof, as well as estimates and assumptions made by us. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words "anticipate,"
"believe," "estimate," "expect," "forecast," "future," "intend,"
"plan," "predict," "project," "target," "potential," "will,"
"would," "could," "should," "continue" or the negative of these terms and similar expressions
identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks,
uncertainties, assumptions, and other factors, including the risks relating to our business, industry, and our operations and results
of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 Forward-looking
statements made in this Annual Report on Form 10-K include statements about:

 our
 strategy includes acquisitions, direct hiring, and employee incentivizing through stock options to ensure retention;

 our
 ability to become trusted advisors, providing tailored, product-agnostic cybersecurity solutions that align with our clients'
 security needs, financial realities, and strategic goals;

 our
 ability to expand our service scope and geographical reach by acquiring top cybersecurity talent;

 our
 ability to provide our clients with a diverse, world-class team of experts capable of providing technology-agnostic solutions —
 essential in an industry plagued by a shortage of experience professionals;

 our
 ability to position us ahead of competitors and traditional in-house security teams;

 our strategy drives scalable growth, strengthens recurring revenue streams,
and positions us as a leader in a market facing a critical cybersecurity talent shortage;

 our
 ability to build a world-class technology team with industry specific expertise;

 our
 ability to acquire top cybersecurity talent to expand our services and geographical footprint, reinforcing our ability to delivery
 exceptional results for our clients;

 our
 ability to stay ahead of emerging threats and regulatory changes, ensuring our clients' safety, compliance, and success —
 with our priority software serving as a vital tool to support ongoing security, compliance, and operational excellence;

 the
 expected growth of the cybersecurity market;

 our
 ability to capitalize on the rapidly expanding strategic market;

 our
 ability to offer end-to-end cybersecurity services with substantial opportunities for sustained growth and value creation;

 our
 ability to serve clients across diverse sectors allows us to strategically drive revenue growth through cross-selling and upselling
 high-value services;

 our
 belief that we have cultivated an extensive network of partners, supported by comprehensive training, enablement resources, and marketing
 content — ensuring reliable new client acquisition and recurring revenue streams;

 our
 belief that our proprietary technologies and intellectual property provide a competitive edge, enabling deeper penetration into existing
 accounts, expansion into new markets, and enhanced partner collaboration opportunities;

 our
 belief that we have positioned ourselves for scalable, long-term success;

 the
 evolving cybersecurity landscape presents a dynamic, high-growth market ripe with opportunity;

 our
 belief that our proven mergers and acquisitions track record, expansive client base, channel-first approach, and intellectual property
 driven innovation uniquely position us for scalable growth and market leadership;

 our
 ability to remain steadfast in our commitment to innovation and operational excellence — empowering organizations to stay resilient
 and secure in an increasingly complex digital ecosystem and our belief that this strategic approach ensures sustained value creation
 for our stockholders, partners, and investors alike;

 our
 ability to be a trusted partner when others fail;

 our
 intent to build upon strategic acquisitions, develop proprietary intellectual property, and focus on scalable growth;

 our
 ability to leverage our expertise and advance technology offerings to drive both organic growth and market expansion, thereby creating
 value for our investors;

 our
 ability to leverage synergies from our historical acquisitions to expand service offerings to existing clients;

 our
 belief that we have significant opportunities for cross-selling and upselling, despite having only penetrated approximately 20% of
 our 450 clients, which presents a substantial revenue growth opportunity as we expand our service offerings across our client base;

 our
 growing network of partnerships enhances our ability to acquire new clients while fostering long-term relationships with existing
 ones;

 a
 key element of Phase II is the development of proprietary intellectual property that addresses the evolving cybersecurity challenges
 facing enterprises which is foundational to our offerings, and providing differentiated solutions that drive effectiveness, resilience,
 and advance threat mitigation for our clients;

 the
 shift toward fueling organic growth through commercialization and scaling of our proprietary intellectual property;

 our
 ability to accelerate growth through product-led strategies, optimizing the user experience and enabling hands-free purchasing via
 digital interfaces that will allow us to expand our client base while reducing the demand on our services team, driving efficiency
 and scalability;

 our
 ability to increase revenue and operating margins concurrently as we expand our technology offerings;

 our
 belief that the scalability of our intellectual property driven solutions positions us to capture a larger share of the cybersecurity
 market while maintaining high levels of profitability;

 our
 ability to deliver sustainable, long-term growth while continuing to provide our clients with best-in-class cybersecurity solutions;

 our
 belief that our continued investment in intellectual property and innovative technologies will be key drivers of value creation for
 our investors as we scale our business and expand our market presence;

 we
 anticipate encountering new competitors as we strategically expand into adjacent markets, thereby increasing our total addressable
 market;

 our
 belief that our competitive positioning is strengthened by several key differentiators;

 our
 belief that our intellectual property portfolio is a critical component of our competitive advantage and long-term business strategy;

 we
 are committed to expanding and strengthening our intellectual property portfolio to support our products, services, research and
 development efforts, and other strategic initiatives;

 we
 intend to pursue additional intellectual property protections to enhance our market position and safeguard our technology where appropriate
 and financially prudent;

 we
 anticipate increased competition and the potential for third parties to develop solutions that may attempt to replicate or infringe
 upon our proprietary technologies as we continue to grow and achieve greater marker visibility;

 our
 ability to continually attract, hire, and retain top-tier talent, particularly within out senior management, engineering, and technical
 teams;

 our
 ability to secure skilled personnel as a leader in the highly competitive cybersecurity industry is essential to maintaining our
 position at the forefront of innovation and incident response;

 our
 ability to expand our client base and increase consolidated revenue through strategic acquisitions and seamless integration of businesses
 offering complementary cybersecurity services; and

 our
 ability to expand operations in emerging markets, particularly in regions such as South America and Europe.

 These
statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors" set forth in this Annual Report on Form 10-K for the year ended December 31, 2024, any of which may
cause our or our industry's actual results, levels of activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. These risks
may cause our or our industry's actual results, levels of activity, or performance to be materially different from any future results,
levels of activity, or performance expressed or implied by these forward-looking statements.

 Our
financial statements are prepared in accordance with accounting principles generally accepted in the United States. These accounting
principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions
upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions
are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the
financial statements as well as the reported amounts of revenue and expenses during the periods presented. Our financial statements would
be affected to the extent there are material differences between these estimates and actual results. The following discussion should
be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

 - 3 -

 PART
I

 ITEM
1. BUSINESS

 Unless
otherwise indicated or the context requires otherwise, the terms "we," "us," "our," and "our
company" refer to CISO Global, Inc., a Delaware corporation, and our wholly owned subsidiaries. Unless otherwise specified, all
dollar amounts are expressed in United States dollars.

 Our
Business

 General

 Our
company is a leading cybersecurity, compliance, and software firm composed of highly trained and seasoned security professionals. We
collaborate with clients to enhance or establish a stronger cybersecurity posture within their organizations. Cybersecurity, also referred
to as computer or information technology security, protects computer systems and networks from data breaches, hardware damage, software
compromise, and service disruptions.

 The
cybersecurity industry faces a significant supply and demand imbalance, with greater demand for services than the market can supply in
terms of expert, seasoned compliance and cybersecurity professionals. To address this, we prioritize identifying, attracting, and retaining
top cybersecurity and compliance talent. Our strategy includes acquisitions, direct hiring, and employee incentivization through stock
options to ensure retention. We continuously seek culturally aligned cyber talent that offers operational leverage through existing revenue
streams and customer relationships.

 We
have invested in enterprise solutions, executive leadership, and our proprietary software to integrate our acquisitions into a
unified ecosystem. This ecosystem fosters cross-pollination of solutions, promoting additional revenue opportunities and enhancing
recurring revenue. By emphasizing a security-aware workforce culture, we aim to become trusted advisors, providing tailored,
product-agnostic cybersecurity solutions that align with our clients' security needs, financial realities, and strategic
goals.

 Our
comprehensive cybersecurity services span compliance, cybersecurity, and culture. These services include compliance consulting,
secured managed services, Security Operations Center (SOC) services, virtual Chief Information Security Officer (vCISO) services,
incident response, certified forensics, technical assessments, and cybersecurity training. We believe culture forms the foundation
of successful cybersecurity programs. To support this, we have developed MCCP+ ("Managed Compliance & Cybersecurity
Provider + Culture"), a holistic solution combining all four pillars under one roof, delivered by a dedicated team of subject
matter experts. Our proprietary software further enhances this offering by streamlining compliance management, threat detection, and
response capabilities, ensuring a faster and more effective security posture for our clients.

 We differentiate ourselves through a technology-agnostic approach and a
relentless focus on acquiring high-demand cybersecurity talent, expanding both service capabilities and global reach. Paired with our
proprietary CISO software, which enhances threat visibility and accelerates incident response, we deliver unparalleled value to clients
— surpassing competitors and traditional in-house security models. This strategy drives scalable growth, strengthens recurring revenue
streams, and positions us as a leader in a market facing a critical cybersecurity talent shortage.

 Our
integrated service model enhances revenue capture and operational efficiency, resulting in improved profitability and stronger client
retention. Clients benefit from streamlined engagements with a single provider addressing a broad range of needs, leading to faster problem
resolution and superior outcomes compared to multi-vendor approaches. This fosters long-term client partnerships.

 - 4 -

 We
further differentiate ourselves through our staffing model: our employees are dedicated partners, not consultants, available under
recurring monthly contracts. This structure helps mitigate the challenges associated with hiring experienced cybersecurity
professionals. By integrating our team of industry and subject matter experts into clients' operations — supported by
our proprietary software — we offer a robust, embedded cybersecurity solution that continuously adapts to evolving
threats.

 Our
technology-agnostic stance allows us to work seamlessly with any business, regardless of existing systems or tools. Clients retain the
flexibility to select the best technologies for their needs without impacting their relationship with us.

 Building
a world-class technology team with industry-specific expertise remains a cornerstone of our strategy. We will continue acquiring top
cybersecurity talent to expand our services and geographical footprint, reinforcing our ability to deliver exceptional results for
clients. Our goal remains to stay ahead of emerging threats and regulatory changes, ensuring our clients' safety, compliance,
and success — with our proprietary software serving as a vital tool to support ongoing security, compliance, and operational
excellence.

Landscape: A Market Poised for Growth

 As
global connectivity accelerates, cyberattacks have emerged as one of the most pressing threats to enterprise and personal data, driving
unprecedented economic losses. Cybersecurity Ventures projects global damages from cybercrime to reach $10.5 trillion annually by 2025.
Ransomware remains one of the fastest-growing attack types, with incidents expected to occur every two seconds, inflicting an estimated
$265 billion in annual damages by 2031 — a dramatic rise from $20 billion and an attack every 11 seconds in 2021.

 In
parallel, an Accenture survey reports that 68% of business leaders perceive increasing cybersecurity risks. Reflecting this urgency,
global cybersecurity spending is forecasted to surpass $1.75 trillion cumulatively between 2021 and 2025, with $459 billion allocated
in 2025 alone. Despite this investment surge, the talent gap remains a critical constraint. According to The New York Times and Cybersecurity
Ventures, 3.5 million cybersecurity roles remain unfilled — a disparity expected to persist through 2025.

 Market
Drivers: Regulation and Cyber Insurance

 Heightened
cyber risks have triggered a wave of regulatory reforms and tighter cyber insurance standards. Governments worldwide are enforcing more
rigorous cybersecurity mandates, while insurers have raised premium costs and minimum underwriting criteria. This evolving landscape
compels organizations to prioritize cybersecurity investments to maintain compliance, secure coverage, and safeguard their operations.

 Strategic
Market Leadership and Growth Potential

 We
are uniquely positioned to capitalize on this rapidly expanding market, offering end-to-end cybersecurity services with substantial opportunities
for sustained growth and value creation. Key differentiators include:

 Proven
 Acquisition Strategy: Through numerous strategic acquisitions, we have integrated top-tier
 talent and broadened our capabilities, creating a comprehensive service portfolio aligned
 with market demands.

 Expansive
 Client Portfolio: Serving more than 475 clients across diverse sectors, we are strategically
 positioned to drive revenue growth through cross-selling and upselling high-value services.

 Robust
 Channel and Partnership Ecosystem: We have cultivated an extensive network of partners,
 supported by comprehensive training, enablement resources, and marketing content —
 ensuring reliable new client acquisition and recurring revenue streams.

 Innovation
 and Intellectual Property Development: Our proprietary technologies and intellectual property provide a
 competitive edge, enabling deeper penetration into existing accounts, expansion into new
 markets, and enhanced partner collaboration opportunities.

 Investor
Value Proposition: Positioned for Scalable, Long-Term Success

 The
evolving cybersecurity landscape presents a dynamic, high-growth market ripe with opportunity. As threats intensify and regulatory pressures
mount, businesses require an agile, trusted cybersecurity partner. Our proven mergers and acquisitions track record, expansive client base, channel-first
approach, and intellectual property-driven innovation uniquely position us for scalable growth and market leadership.

 We
remain steadfast in our commitment to innovation and operational excellence — empowering organizations to stay resilient and secure
in an increasingly complex digital ecosystem. This strategic approach ensures sustained value creation for our stockholders, partners,
and investors alike.

 Offerings

 We
offer a comprehensive suite of cybersecurity services to safeguard our clients' digital assets and ensure compliance
with applicable industry standards and regulations. Our offerings fall into three main categories: Security Managed Services,
Professional Services, and Cybersecurity Software.

 - 5 -

Managed Services

 Our Security Managed Services deliver proactive, scalable, and resilient cybersecurity solutions tailored to meet
evolving threat landscapes and regulatory requirements.

 Compliance

 We
assist clients in implementing and maintaining appropriate security controls, prioritizing risk mitigation strategies, and ensuring continuous
compliance with key industry frameworks and regulations, including the following:

 Maturity Model Certification ("CMMC");

 Federal
 Risk and Authorization Management Program ("FedRAMP");

 Federal
 Information Security Modernization Act ("FISMA");

 Health
 Insurance Portability and Accountability Act of 1996 ("HIPAA");

 Health
 Information Trust Alliance ("HITRUST");

 Import
 Export Code ("IEC");

 International
Organization for Standardization ("ISO"); and

 National
 Institute of Standards and Technology ("NIST").

 Our
team of certified experts provides ongoing monitoring, assessment, and advisory services to help clients navigate the complexities of
regulatory compliance and mitigate operational risks.

 Cyber
Defense Operation

 Our
U.S.-based, 24/7 SOC leverages advanced technology and expert analysis to provide real-time threat detection, response, and mitigation.
Core capabilities include the following:

 Detection and Response ("MDR");

 Extended
 Detection and Response ("XDR");

 Information and Event Management ("SIEM"); and

 Patch
 and Vulnerability Management.

 These
services support comprehensive threat visibility, rapid incident response, and continuous improvement of clients' security postures,
helping to minimize downtime and reduce the potential impact of cyberattacks.

 Secured
Managed Services

 Our
integrated Security Managed Services ("SMS") offering combines a robust portfolio of cybersecurity capabilities,
including the following:

 Secure
 network architecture design and management;

 Proprietary
 cybersecurity software solutions;

 SOC-driven
 monitoring and response services;

 Regulatory
 compliance support;

 Incident
 remediation and recovery teams; and

 Advanced
 firewall and perimeter security management.

 Our
experienced engineers and cybersecurity architects support clients with secure cloud migrations, infrastructure modernization, and tailored
risk mitigation strategies — ensuring operational resilience and business continuity.

 - 6 -

 Our Professional Services division delivers comprehensive cybersecurity solutions designed to mitigate risk, enhance
resilience, and protect organizational value.

 Incident Response and Digital Forensics

 Leveraging advanced threat
intelligence and real-world adversarial techniques, our elite cybersecurity team specializes in swiftly identifying, containing, and eradicating
cyberattacks. We conduct discreet, environment-wide investigations to assess breach scope, minimize operational disruption, and remediate
persistent threats — positioning us as the trusted partner when others fail.

 Security Testing and Training

 We empower organizations to proactively strengthen their cyber defenses through rigorous security assessments, including
red team and purple team penetration testing, simulated attack exercises, and specialized cybersecurity training. Our programs include
industry-recognized certifications such as CMMC (Certified Cyber Professional and Cybersecurity Capability Assessment), CompTIA, and ISC2,
driving measurable improvements in cybersecurity posture and regulatory readiness.

Software

 We offer a comprehensive
suite of proactive cybersecurity software solutions designed to protect organizations from evolving cyber threats. Our offerings
encompass advanced threat detection, proactive monitoring, and robust risk management to ensure enterprise security and
compliance.

 CISO Edge

 CISO Edge is an AI-driven
cloud security solution that provides comprehensive protection across cloud-first, hybrid, and remote environments. Purpose-built for
large enterprises, government entities, and high-value networks, CISO Edge defends against sophisticated cyber threats, including ransomware
and AI-powered exploits. Notably, during testing at the 2024 Black Hat USA and DEF CON 32 conferences, CISO Edge blocked over 87,000 cyberattacks
in just six hours without a single breach.

 CHECKLIGHT Security Monitoring

 CHECKLIGHT is a
proactive security monitoring software that detects potential threats to endpoints and alerts users before attacks can take hold, thereby
reducing the impact of breaches. It identifies malicious software such as phishing attacks, malware, ransomware, and viruses. Since its
inception, CHECKLIGHT has maintained a record of detecting all breaches, providing organizations with confidence in their endpoint
security.

 Argo Security Management

 Argo is a security management
platform that aggregates and curates all security data across various services, including SIEM, MDR, XDR, governance, risk, compliance,
and more. This centralized approach enhances the effectiveness of security teams by providing environment-wide cybersecurity visibility
through a customizable dashboard, enabling better-informed decisions.

 Through these innovative
software solutions, we empower organizations to enhance their cybersecurity measures, protect critical assets, and maintain
compliance in an ever-evolving threat landscape.

 - 7 -

 Growth
Strategy

 We
have begun to execute a phased growth strategy designed to position our company as a leading provider of end-to-end cybersecurity
solutions. Our strategy is built upon strategic acquisitions, development of proprietary intellectual property ("IP"), and a focus on
scalable growth. We aim to leverage our expertise and advanced technology offerings to drive both organic growth and market
expansion, thereby creating value for our investors.

 Phase
I: Foundation of Expertise through Strategic Acquisitions

 In
Phase I, we established a solid foundation of cybersecurity expertise by acquiring niche companies with unparalleled capabilities
in various cybersecurity domains. These acquisitions have significantly expanded our talent pool and technical expertise, positioning
us as a leading cybersecurity provider. The acquired talent spans across the United States, with deep domain knowledge in key
cybersecurity areas including the following:

 Risk
 and Compliance;

 Cyber
 Defense Operations;

 Testing and Training; and

 Secure
 IT and Architecture.

 This
diverse expertise, coupled with leadership from seasoned industry executives, has enabled us to effectively address the complex
and rapidly evolving cybersecurity needs of organizations across various sectors.

 Phase
II: Expanding Service Offerings and Capitalizing on Cross-Selling Opportunities

 Phase
II of our growth strategy focuses on leveraging the synergies from our numerous historical acquisitions to expand service offerings
to existing clients. Despite having only penetrated approximately 20% of our 475 clients for multiple services, we see significant
opportunities for cross-selling and upselling. This presents a substantial revenue growth opportunity as we expand our service
offerings across our client base.

 Additionally,
we have been building and expanding a strong channel and partnership ecosystem. This ecosystem provides value-added training,
support, and partner marketing content, establishing a reliable stream of new revenue. Our growing network of partnerships enhances our
ability to acquire new clients while fostering long-term relationships with existing ones.

 Intellectual
Property Development and Innovation

 A
key element of Phase II is the development of proprietary intellectual property that addresses the evolving cybersecurity challenges
facing enterprises. We are investing heavily in the development of software-first technologies, leveraging cutting-edge advancements
such as machine learning ("ML"), artificial intelligence ("AI"), deep learning, neural networks, and proprietary DarkNet threat intelligence.
These technologies will be foundational to our offerings, providing differentiated solutions that drive effectiveness, resilience, and
advanced threat mitigation for our clients.

 Phase
III: Scaling Through Product-Led Growth and Scalable Technology Solutions

 In
Phase III, our primary focus will shift toward fueling organic growth through the commercialization and scaling of our
proprietary intellectual property. We plan to accelerate growth through product-led strategies, optimizing the user experience
and enabling hands-free purchasing via digital interfaces. This approach will allow us to expand our client base while reducing
the demand on our services team, driving efficiency and scalability.

 As
we expand our technology offerings, we anticipate increasing revenue and operating margins concurrently. The scalability of our intellectual property-driven
solutions positions us to capture a larger share of the cybersecurity market while maintaining high levels of profitability.

 - 8 -

 Intellectual
Property Suite and Future Growth

 At
the heart of our strategy is the development of a comprehensive suite of proprietary software solutions, incorporating AI, neural networks,
and the latest algorithms. These technologies are designed to address the most pressing cybersecurity challenges facing enterprises today,
positioning us at the forefront of the cybersecurity industry.

 Through
these efforts, we aim to deliver sustainable, long-term growth while continuing to provide our clients with best-in-class
cybersecurity solutions. Our continued investment in intellectual property and innovative technologies will be key drivers of value
creation for our investors as we scale our business and expand our market presence.

 Our Intellectual Property suite includes the following:

 ARGO Security
Management – A security
management platform that is able to aggregate, then curate security data in real time from a client's entire environment,
including network asset information, currently deployed cyber tools, SOC, vulnerability management, secure managed IT and
penetration testing data.

 CISO
Edge Cloud Security Platform – A cloud-first
security solution designed to protect users from untrusted and malicious online threats. CISO Edge uses advanced AI deep learning
as well as artificial neural networks to provide advanced threat detection and monitoring.

 CHECKLIGHT
 Endpoint Security Monitoring
– A powerful, proactive security monitoring software that detects potential threats to networks and provides advance alerts so
attacks can't take hold. Relying on the same cybersecurity software engine used by several federal agencies, it identifies unauthorized
processes associated with fraudulent phishing attacks, hacking, imposter scams, malware, ransomware, and viruses.

 DISC
Next Gen VPN – A token exchange-protected remote access solution that replaces traditional VPN connections with enhanced
security and access verification.

 Skanda
Breach Assessment Tool – A next-generation,
analysis tool that applies AI-based automation and ML technologies, which looks beyond vulnerabilities identified by most other technology
to deliver continuous security assessments.

 Our
Corporate and Acquisition History

 We
were formed on March 5, 2019 as a Delaware corporation. Our principal offices are located at 6900 East Camelback Road, Suite 900, Scottsdale,
Arizona 85251.

 On
October 2, 2019, we filed a registration statement on Form 10-12G with the Securities and Exchange Commission ("SEC") to
effect registration of our common stock, par value $0.00001 per share, under the Exchange Act. The registration statement became effective
on December 1, 2019.

 On
February 29, 2024, our board of directors approved a 1-for-15 reverse stock split of our common stock. The record date for the reverse
stock split was the close of business on March 7, 2024, with share distribution occurring on March 8, 2024. As a result of the reverse
stock split, stockholders received one share of CISO Global, Inc. common stock, par value $0.00001, for each 15 shares they held as of
the record date. All share and per share amounts have been retroactively restated for the effects of this reverse stock split. Common
stock underlying our outstanding warrants, convertible notes, and options have also been adjusted, and the conversion and exercise prices
have also been adjusted.

 - 9 -

 We
have substantially expanded our business in recent years through a number of acquisitions. The following table sets forth certain information
regarding such acquisitions:

 Acquired
 Company, Location

 Type
 of Acquisition

 Date

 Provided by Acquired Company

 GenResults,
 LLC ("GenResults")

 Arizona (1)

 Stock

 April
 12, 2019

 services.

 VCAB
 Six Corporation ("VCAB")

 Texas

 April
 12, 2019

 N/A (2)

 TalaTek,
 LLC ("TalaTek")

 Virginia

 October
 1, 2019

 risk management services, including risk assessments, IT audits, cybersecurity services, and managed compliance services.

 Technologyville,
 Inc.

 Illinois

 Stock

 May
 25, 2020

 IT services.

 Clear
 Skies Security, LLC

 Georgia

 Stock

 August
 1, 2020

 assessment and penetration testing.

 Alpine
 Security, LLC

 Missouri

 16, 2020

 risk management services.

 Catapult
 Acquisition Corporation ("VelocIT")

 New
 Jersey

 August
 12, 2021

 risk management services.

 Atlantic
 Technology Systems, Inc., and

 Atlantic
 Technology Enterprises, Inc. (collectively, "Atlantic")

 New
 Jersey

 Stock

 October
 1, 2021

 risk management services.

 RED74
 LLC ("RED74")

 New
 Jersey

 November
 9, 2021

 risk management services.

 Ocean Point Equities, Inc. ("Arkavia")

 Santiago, Chile (3)

 Stock

 December 1, 2021

 Cybersecurity services.

 True
 Digital Security, Inc. ("True Digital")

 New
 York

 Florida

 Oklahoma

 Stock

 19, 2022

 and compliance.

 Creatrix,
 Inc.

 Tennessee

 Maryland

 Stock

 June
 1, 2022

 Identity
 management, systems integration and software engineering, biometrics, vetting, credentialing, and case management.

 CyberViking,
 LLC

 Georgia

 Oregon

 Stock

 July
 1, 2022

 Application
 security services, incident response, threat hunting, and creation and management of security operation centers.

 Servicios Informaticos CUATROi, S.P.A.,

 Comercializadora CUATROi S.P.A.,

 CUATROi Peru, S.A.C., and

 CUATROi S.A.S.

 Santiago, Chile

 Bogota, Columbia, and Lima, Peru (3)

 Stock

 August 25, 2022

 Managed services and cybersecurity.

 NLT Networks, S.P.A.,

 NLT Technologias, Limitada,

 NLT Servicios Profesionales, S.P.A., and

 White and Blue Solutions, LLC

 Providencia, Chile

 Florida (3)

 Stock

 September 1, 2022

 Security solutions and managed services.

 SB
 Cyber Technologies, LLC

 Virginia

 Stock

 July
 14, 2023

 services and compliance.

 (1)

 Prior
 to our acquisition of GenResults, GenResults was wholly owned by an entity affiliated with David G. Jemmett, our Chief Executive
 Officer and a director of our company. Due to the companies being under common control, we accounted for the acquisition as a reorganization.

 (2)

 At
 the time of the VCAB Merger, VCAB was subject to a bankruptcy proceeding and had minimal assets, no equity owners, and no liabilities,
 except for approximately 1,500 holders of Class 5 Allowed General Unsecured Claims and a holder of allowed administrative expenses
 (collectively the "Claim Holders"). Pursuant to the terms of the VCAB Merger, and in accordance with the bankruptcy plan,
 we issued an aggregate of 133,334 shares of our common stock (the "Plan Shares") to the Claim Holders as full settlement
 and satisfaction of their respective claims. As provided in the bankruptcy plan, the Plan Shares were issued pursuant to Section
 1145 of the United States Bankruptcy Code. We entered into the VCAB Merger to increase our stockholder base to, among other things,
 assist us in satisfying the listing standards of a national securities exchange.

 (3)

 Entities were disposed of on July 1, 2024. See Note 4 to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

 - 10 -

 Customers

 Our
past acquisitions have resulted in expansion of our customer base and increased usage within existing customers. None of our
customers individually accounted for more than 10.0% of our consolidated revenue for the years ended December 31, 2024 and 2023, nor
are we dependent upon a few major customers.

 Cybersecurity Market Analysis

 The
cybersecurity market is highly fragmented, characterized by a diverse landscape of established industry leaders and emerging security
product vendors. While competition within traditional endpoint and IT operations markets remains significant, we anticipate encountering
new competitors as we strategically expand into adjacent markets, thereby increasing our total addressable market.

 We
believe our competitive positioning is strengthened by several key differentiators, including:

 Frontline
 Intelligence and Expertise: Our extensive experience in investigating and remediating complex
 cyber incidents, often where other providers have failed, equips us with real-time threat
 intelligence and practical insights. This knowledge directly informs and enhances our solutions,
 providing customers with proactive, resilient cybersecurity strategies.

 Comprehensive,
 Integrated Solutions: Our platform integrates a broad suite of SaaS offerings, enabling clients
 to seamlessly unify threat detection, incident response, and cybersecurity validation. This
 streamlined approach reduces complexity and operational overhead compared to competitors
 that rely on disjointed point solutions.

 Ease
 of Deployment and Versatility: Our solutions are designed to integrate effortlessly into
 diverse IT environments, supporting hybrid, on-premises, and cloud architectures. This flexibility
 ensures accelerated time-to-value for clients and minimizes disruption during deployment.

 Reputation
 and Consulting Expertise: Our globally recognized consulting organization enhances our market
 credibility. By leveraging insights derived from high-profile incident response engagements,
 we continuously refine our services, delivering superior outcomes for customers.

 Strategic
 Acquisition Strategy: As a cybersecurity consolidator, we prioritize identifying and acquiring strategic targets that align with our
 commitment to service quality, technological innovation, and geographical expansion. Our track record of successful mergers and
 acquisitions has enabled us to broaden our service portfolio, extend market reach, and capture operational efficiencies, positioning
 us as a leading force in market consolidation.

 Despite
these advantages, many of our competitors maintain substantially greater financial, technical, and operational resources, along with
broader brand recognition, larger sales and marketing infrastructures, deeper customer relationships, more extensive distribution channels,
and mature intellectual property portfolios. Additionally, cloud-based service providers introduce increased competition, transcending
geographic limitations.

 We
remain committed to leveraging our core strengths, including frontline expertise, integrated solutions, and a disciplined acquisition strategy
— to expand our market presence, drive sustainable growth, and create long-term value for our stockholders.

 Intellectual
Property

 Our intellectual property portfolio is a critical component of our competitive advantage and long-term business strategy. We rely on a combination of trademarks,
patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure
agreements, and employee non-disclosure and invention assignment agreements to secure and enforce our proprietary rights. While these
legal protections are important, we believe our success is more significantly driven by the expertise and ingenuity of our workforce,
alongside the functionality and continuous innovation embedded in our solutions.

 We are committed
to expanding and strengthening our intellectual property portfolio to support our products, services, research and development
efforts, and other strategic initiatives. Where appropriate and financially prudent, we intend to pursue additional intellectual
property protections to enhance our market position and safeguard our technology.

 As we continue
to grow and achieve greater market visibility, we anticipate increased competition and the potential for third parties to develop
solutions that may attempt to replicate or infringe upon our proprietary technologies. Additionally, large and established companies
within the cybersecurity sector maintain extensive patent portfolios and are frequently involved in both offensive and defensive
intellectual property litigation. From time to time, we may face allegations of intellectual property infringement from such
companies or from non-practicing entities. These claims may target us directly, or indirectly affect our business by
targeting our channel partners, cloud service providers, or customers — parties to whom we have contractual indemnification
obligations.

 If a third party
successfully asserts an intellectual property infringement claim against us, we could face significant financial and operational
consequences, including the inability to market or deliver certain products or services, the necessity to allocate resources toward
developing non-infringing alternatives, or the obligation to pay substantial damages, including enhanced damages for willful
infringement in the United States. Additionally, we could be required to enter into costly licensing agreements or settlement
arrangements. We cannot guarantee that our current or future products and services will not be found to infringe upon third-party
intellectual property rights.

 Defending
against intellectual property-related claims, regardless of merit, can be time-consuming, expensive, and disruptive to our business.
We intend to vigorously protect and enforce our intellectual property rights where necessary to preserve our competitive position
and long-term financial performance. However, there can be no assurance that we will succeed in these efforts or that our
intellectual property protections will be sufficient to prevent competitors from developing similar technologies or services that
may diminish our market share or revenue potential.

 - 11 -

 Government
Regulation

 We
are not aware of any specific regulations that govern cybersecurity firms or the areas in which we operate. While there are a few federal
cybersecurity regulations, they govern industries that we serve and exist to focus on specific industries.

 Three
of the main cybersecurity regulations are HIPAA, the 1999 Gramm-Leach-Bliley Act, and the 2002 Homeland Security Act, which included
the Federal Information Security Management Act ("FISMA"). The three regulations mandate that healthcare organizations, financial
institutions, and federal agencies, respectively, should protect their systems and information. FISMA, which applies to every government
agency, requires the development and implementation of mandatory policies, principles, standards, and guidelines on information security.
However, the regulations do not address numerous computer related industries, such as Internet Service Providers and software companies.
Furthermore, the regulations do not specify what cybersecurity measures must be implemented and require only a "reasonable"
level of security.

 In
addition, the National Cybersecurity Division is another regulatory body that is a division of the Office of Cybersecurity & Communications
within the U.S. Department of Homeland Security's Cybersecurity and Infrastructure Security Agency.

 Human
Capital Management

 Our future success relies
on our ability to continually attract, hire, and retain top-tier talent, particularly within our senior management, engineering,
and technical teams. As a leader in the highly competitive cybersecurity industry, securing skilled personnel is essential to maintaining
our position at the forefront of innovation and incident response.

 Competing for Top Talent

 We recognize that the
cybersecurity landscape is evolving rapidly, and the demand for specialized expertise continues to grow. To remain competitive, we have
designed comprehensive compensation and benefits programs that address the diverse needs of our global workforce. In addition to competitive
salaries, our offerings include performance-based incentive plans, pensions, healthcare and insurance coverage, paid time off, family
leave, and on-site services. These benefits are tailored to meet regional requirements and employment classifications, ensuring flexibility
and relevance.

 Retention Through Recognition and Rewards

 To retain our most valuable
contributors — particularly senior leaders and key technical personnel — we strategically deploy equity-based grants with
thoughtful vesting schedules. This approach aligns employee success with company performance, fostering long-term commitment and engagement.

 Prioritizing Employee Well-being

 The success of
our business is inherently tied to the well-being of our people. We are steadfast in our commitment to fostering a healthy, safe,
and supportive work environment. Our people are our greatest asset. By cultivating an environment where talent thrives, supported by
competitive rewards, opportunities for growth, and a commitment to well-being, we ensure our continued leadership in
cybersecurity and incident response.

 Environmental,
Social, and Governance Efforts

 Environmental
Commitment

 We
are committed to protecting the environment and attempt to mitigate any negative impact of our operations. We monitor resource use, improve
efficiency, and at the same time reduce our emissions and waste.

 Social
Responsibility

 We
are a trusted cybersecurity expert providing safe, efficient, and sustainable services to our existing and new communities. Our success
is the direct result of the dedication and strength of our team and promotes equity, diversity, integrity, inclusion, reliability, and
accountability. We believe that a combination of diverse team members and an inclusive culture contributes to our success. Each member
is a valued part of our team bringing a diverse perspective to help grow business and achieve our goals. Our tradition of serving employees,
customers, and investors is at the core of our culture. For third-party vendor selection and oversight, we have standard operating procedures
that apply to employees and subcontractors who, on our behalf, oversee and conduct technical protocols.

 - 12 -

 Employees

 As
of December 31, 2024, we had 143 employees, of which 141 were full-time. In addition, we utilize independent contractors for projects
of short duration or where specialized knowledge or experience is needed for a complex project. We are not dependent on any independent
contractor, and we believe adequate replacements would be available in the event any such independent contractor becomes unavailable
to us. We believe our relations with our employees is good.

 Available
Information

 Our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our proxy and information statements and all
amendments to those reports will be available free of charge through our website at www.ciso.inc as soon as practicable after such material
is electronically filed with, or furnished to, the SEC. Except as otherwise stated in these documents, the information contained on our
website or available by hyperlink from our website is not incorporated by reference into this report or any other documents we file,
with or furnish to, the SEC.

 Implications
of Being an Emerging Growth Company

 We
qualify as an "emerging growth company" as the term is used in The Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), and therefore, we may take advantage of certain exemptions from various public company reporting requirements, including:

 a
 requirement to only have two years of audited financial statements and only two years of related selected financial data and management's
 discussion and analysis;

 exemption
 from the auditor attestation requirement on the effectiveness of our internal controls over financial reporting;

 reduced
 disclosure obligations regarding executive compensation; and

 exemptions
 from the requirements of holding a nonbinding advisory stockholder vote on executive compensation and any golden parachute payments.

 We
may take advantage of these provisions for up to five years after our first public equity sale or such earlier time that we are no
longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual
revenue, issue more than $1.0 billion of non-convertible debt over a three-year period, or become a large accelerated filer. So long
as we remain an emerging growth company, we may choose to take advantage of some, but not all, of the available benefits of the JOBS
Act. We have taken advantage of some of the reduced reporting requirements in our filings. Accordingly, the information contained
herein may be different than the information you receive from other public companies in which you hold stock. In addition, the JOBS
Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards
and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not
emerging growth companies.

 ITEM
1A. RISK FACTORS

 An
investment in our common stock involves a number of very significant risks. Readers of this Annual Report on Form 10-K should carefully
consider the following risks and uncertainties in addition to other information in this Annual Report on Form 10-K in evaluating our
company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could
be seriously harmed due to any of the following risks. An investor in our common stock could lose all or part of their investment due
to any, or a combination of these risks.

 Risk
Factor Summary

 Risks
Related to Our Business and Industry

 We
 will need to raise capital to realize our business plan and growth strategy, the failure of which could adversely impact
 our operations.

 - 13 -

 We
 incurred significant operating losses during the years ended December 31, 2024 and December 31, 2023, and we have limited cash flow.
 Unless we increase revenue and cash flow or raise additional capital, we may be unable to take advantage of any acquisition opportunities
 that arise or expand our business, all of which could adversely impact us.

 We
 will need to improve the size and capabilities of our organization, and we may experience difficulties in managing this growth.

 We
 depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services
 or cannot hire additional qualified personnel.

 We
 operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals. If we are unable
 to recruit and retain key management and technical and sales personnel, our business would be negatively affected.

 We
 depend on independent contractors to provide certain services for which we do not have the expertise internally. Any compromise in
 the service quality may delay our business processes and cause economic loss.

 We
 have recently acquired multiple businesses. Our growth strategy is driven by successful acquisitions and integration of additional
 businesses that provide comparable or complementary services.

 Our
 business strategy may impose limitations in our ability to accurately forecast future revenue and operating results.

 Our sales cycles can be long and unpredictable, and our sale efforts require considerable time and expense.

 Because we recognize revenue from subscriptions to our solutions over the term of the subscription, downturns or
upturns in new business will not be immediately reflected in our operating results.

 We provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments,
we could be obligated to provide partial refunds, or our customers could be entitled to terminate their contracts and our business would
suffer.

 We provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments,
we could be obligated to provide partial refunds, or our customers could be entitled to terminate their contracts and our business would
suffer.

 Our
 future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving
 intellectual property, governmental regulations, the U.S. Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption,
 or other matters.

 We
 may be subject to risks from operating internationally.

 Our
 operations in certain emerging markets expose us to political, economic and regulatory risks.

 Adverse
 economic conditions in the United States may adversely impact our business and operating results.

 Breaches
 of network or information technology security could have an adverse effect on our business.

 If
 we fail to meet our service level obligations under our service level agreements, we may be subject to certain penalties and could
 lose clients.

 The
 nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification.

 We
 indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our
 operating costs.

 Our
 industry is highly competitive, and there is no assurance that we will compete successfully.

 Our
 success depends on our ability to protect our intellectual property and our proprietary technologies.

 Increasingly
 complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially
 invest in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services
 and remain profitable.

 We
 may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition.

 If
 we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our
 operations.

 The
 requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements
 of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs and divert management's attention, and we
 may be unable to comply with these requirements in a timely or cost-effective manner.

 The
 preparation of our financial statements involves use of estimates, judgments, and assumptions, and our financial statements may be
 materially affected if our estimates prove to be inaccurate.

 The
 auditor's opinion on our audited consolidated financial statements for the year ended December 31, 2024, included in this annual
 report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

 Risks
Related to Our Common Stock

 The
 market price of our common stock is volatile and may fluctuate in a way that is disproportionate to our operating performance.

 sales of shares of our common stock by existing stockholders could depress the market price of our common stock.

 - 14 -

 Provisions
 in our certificate of incorporation, our by-laws and Delaware law might discourage, delay, or prevent a change in control of our
 company or changes in our management and, therefore, depress the trading price of our common stock.

 FINRA
 sales practice requirements may limit a stockholder's ability to buy and sell our stock.

 If
 we issue additional shares in the future, it will result in a dilution of our existing stockholders.

 We
 are eligible to be treated as an "emerging growth company," as defined in the JOBS Act, and we cannot be certain if the
 reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 Our
 directors, a former director and executive officers beneficially own a substantial majority of our outstanding capital stock and
 will have the ability to control our affairs.

 Our
 failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

 Following
 a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,
 and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not
 improve.

 We
 do not intend to pay dividends on our common stock.

 Our
 business could be negatively impacted by stockholder activism.

 Our
 share price may be volatile, and you may be unable to sell your shares.

 Risks
Related to Our Business and Industry

 We
will need to raise capital to realize our business plan and growth strategy, the failure of which could adversely impact our
operations.

 Our growth strategy focuses
on expanding our client base and increasing consolidated revenue through strategic acquisitions and seamless integration of businesses
offering complementary cybersecurity services. As of December 31, 2024, our business has not yet achieved profitability. To reach profitability
and sustain long-term growth, we require adequate funding, significant revenue growth, and continued successful integration of our acquisitions.
As of March 24, 2025, we maintained cash resources of approximately $250,000.

 We plan to fund operations
through a combination of available net operating cash flows and future capital raises, which may include issuing equity or other securities.
This approach may result in dilution for existing stockholders. Any newly issued securities may carry rights, preferences, or privileges
that differ from those of our existing common stock.

 We
incurred significant operating losses during the years ended December 31, 2024 and December 31, 2023, and we have limited cash flow.
Unless we increase revenue and cash flow or raise additional capital, we may be unable to take advantage of any acquisition opportunities
that arise or expand our business, all of which could adversely impact us.

 We
are unable to predict if and when we will be able to generate significant positive cash flow or achieve profitability. Our plan regarding
these matters is to strengthen our revenue and continue improving operational efficiencies across the business. There can be no assurances
that we will be successful in increasing revenue, improving operational efficiencies or that financing will be available or, if available,
that such financing will be available under favorable terms. In the event that we are unable to generate adequate revenue to cover expenses
and cannot obtain additional financing, we may need to cut back or curtail our expansion plans.

 We
will need to improve the size and capabilities of our organization, and we may experience difficulties in managing this growth.

 As we shift our growth
strategy from acquisition-driven expansion to a focus on organic growth, we recognize the importance of effectively integrating and scaling
our operations. This transition requires the careful alignment of managerial, operational, sales, marketing, financial, and other key
functions across the organization. Successfully managing these dynamics is critical to sustaining our growth trajectory and enhancing
long-term stockholder value.

 Our ability to achieve
future growth will depend on the following factors:

 Attracting, integrating, developing, and retaining skilled personnel across all functions, with a particular focus on building a strong,
high-performing salesforce and expanding our cybersecurity expertise.

 Executing efficient post-acquisition integration processes where applicable, while maintaining cost discipline and optimizing operational
performance.

 Strengthening our operational, financial, and management systems to support scalability, ensure transparency, and improve overall business
performance.

 - 15 -

 We anticipate that these
growth initiatives will place increasing demands on our management team, including the need to balance day-to-day operational responsibilities
with the strategic oversight required to guide expansion. As our leadership team continues to evolve, limited long-term experience working
together may present challenges to operational cohesion.

 We
depend on key personnel who would be difficult to replace, and our business plans will likely be harmed if we lose their services or
cannot hire additional qualified personnel.

 Our business is significantly
dependent on the continued efforts and abilities of our senior management and executive officers. The loss of services of one or more
of these key individuals, or our inability to attract, train, and retain key personnel, could materially disrupt our operations, delay
strategic initiatives, and hinder our ability to execute our business plan.

 At present, we do not
maintain key man insurance for any members of our senior management or key personnel. The competition for qualified management and personnel,
particularly those with specialized expertise in the cybersecurity industry, is intense. If we were to lose the services of any of our
key executives, or if we are unable to successfully recruit, retain, and develop personnel with the necessary skills and industry knowledge,
our ability to continue executing on our acquisition strategy and service program development could be adversely impacted. Furthermore,
such a loss could have a significant effect on our ability to maintain and grow client relationships, which may negatively impact our
financial performance and long-term prospects.

 We recognize the critical importance of having a strong and capable leadership team to execute our business strategy.
As such, we continue to explore options for mitigating these risks, including potential investments in succession planning and talent
development. However, there can be no assurance that we will be successful in securing or retaining the right talent, and any failure
to do so may materially affect our ability to achieve our objectives.

 We
operate in an industry that is experiencing a shortage of qualified compliance and cybersecurity professionals. If we are unable to recruit
and retain key management and technical and sales personnel, our business would be negatively affected.

 To execute our growth
strategy, attracting and retaining highly skilled compliance and cybersecurity experts remains critical. The demand for these professionals
is intense, particularly given the global shortage of talent with the technical and strategic expertise required to deliver exceptional
services to our clients.

 Our competitors, many
with greater resources, also seek to recruit skilled professionals, and compensation packages—particularly stock options and other
equity incentives—often play a significant role in attracting candidates. We are mindful of the importance of offering competitive
compensation, but recognize that fluctuations in stock value can impact this dynamic. We continually evaluate our compensation strategies
to ensure they align with market trends and support our long-term growth objectives.

 We
depend on independent contractors to provide certain services for which we do not have the expertise internally. Any compromise in the
service quality may delay our business processes and cause economic loss.

 We
currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors,
and consultants to provide certain services. There can be no assurance that the services of these independent organizations, advisors,
and consultants will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition,
if we are unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants
is compromised for any reason, some of our business activities may be delayed or terminated, and we may not be able to mitigate negative
impacts or otherwise advance our business. There can be no assurance that we will be able to manage our existing consultants or find
other competent outside contractors and consultants on economically reasonable terms, if at all. If we are not able to effectively expand
our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully
implement the tasks necessary to further expand and, accordingly, may not achieve our business goals.

 - 16 -

 We
have recently acquired multiple businesses. Our growth strategy is driven by successful acquisitions and integration of additional businesses
that provide comparable or complementary services.

 We
have completed the acquisition and integration of several complementary businesses, and we intend to consider opportune additional
potential strategic transactions that enhance stockholder value, which could involve acquisitions of businesses or assets, joint
ventures, or investments in businesses or technologies that expand, complement, or otherwise relate to our business. We may also
consider, from time to time, opportunities to engage in joint ventures or other business collaborations with third parties. Should
our relationships fail to materialize into significant agreements, or should we fail to work efficiently with these companies, we
may lose sales and marketing opportunities and our business, results of operations, and financial condition could be adversely
affected.

 Any
business acquisition creates risks such as, among others: (i) the need to integrate and manage the businesses acquired with our own business;
(ii) additional demands on our resources, systems, procedures, and controls; (iii) disruption of our ongoing business; and (iv) diversion
of management's attention from other business concerns. Moreover, these transactions could involve: (a) substantial investment
of funds or financings by issuance of debt or equity securities; (b) substantial investment with respect to technology transfers and
operational integration; and (c) the acquisition or disposition of lines of businesses. Also, such activities could result in one-time
charges and expenses and have the potential to either dilute the interests of our existing stockholders or result in the issuance of,
or assumption of debt. Such acquisitions, investments, joint ventures, or other business collaborations may involve significant commitments
of financial and other resources. Any such activities may not be successful in generating revenue, income, or other returns, and any
resources we committed to such activities will not be available to us for other purposes. Moreover, if we are unable to access the capital
markets on acceptable terms or at all, we may not be able to consummate acquisitions, or may have to do so on the basis of a less than
optimal capital structure. Our inability to take advantage of growth opportunities or address risks associated with acquisitions or investments
in businesses may negatively affect our operating results.

 Additionally,
any impairment of goodwill or other intangible assets acquired in an acquisition or in an investment, or charges to earnings associated
with any acquisition or investment activity, may materially reduce our earnings. Future acquisitions or joint ventures may not result
in their anticipated benefits and we may not be able to properly integrate acquired technologies or businesses with our existing operations
or successfully combine personnel and cultures. Failure to do so could deprive us of the intended benefits of those acquisitions.

 Our
business strategy may impose limitations on our ability to accurately forecast future revenue and operating results.

 Our operating results are subject to a variety of
factors that could cause our financial performance to fluctuate significantly. These factors include, but are not limited to, fluctuations
in client demand, competitive pricing pressures, debt servicing obligations, and general economic conditions. Our ability to achieve consistent
revenue growth is highly dependent on several key elements, including:

 Client
 Demand and Sales Targets: We may experience variability in our sales performance, which
 could affect our ability to meet financial targets. This is especially true if new service
 offerings receive a poor response from clients or if client acquisition costs rise due to
 increased competition in the market.

 Competition
 and Market Positioning: Intense competition within the cybersecurity and managed IT services
 sector can lead to downward pressure on pricing, potentially affecting our profitability.
 If we are unable to maintain or grow our market share through innovation or service differentiation,
 our financial performance could be negatively impacted.

 Organic
 Growth Strategy: Our growth is largely dependent on our ability to expand our client
 base and increase revenue from existing clients through organic growth. We face risks associated
 with the execution of this strategy, including the challenge of effectively scaling our operations
 to meet increasing demand and the potential for higher-than-expected client acquisition costs.

 Economic
 Trends: General economic conditions, including changes in client spending patterns or
 economic downturns, may adversely impact demand for our services, which could result in lower
 revenue growth or even a decline in revenue.

 Operational
 and Execution Risks: We may encounter unexpected operational or execution challenges,
 such as the inability to hire and retain top talent or issues related to service delivery,
 which could disrupt our growth trajectory. Additionally, changes in regulatory requirements
 or industry standards could affect our operations and increase compliance costs.

 Debt
 Servicing: As we grow, we may incur additional debt to fund our operations or invest
 in new capabilities. This could result in increased interest expenses and the need to meet
 debt covenants, which may limit our financial flexibility and affect our ability to pursue
 growth initiatives.

 While we have a robust strategy
in place to manage and mitigate these risks, there can be no assurance that we will successfully navigate the challenges associated with
organic growth. We cannot guarantee that our efforts will result in sustainable revenue growth, improved profitability, or the achievement
of long-term financial objectives.

 - 17 -

 Our
sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense.

 Our sales cycles are
often long and unpredictable, and our sales efforts require significant time, resources, and investment. These factors introduce considerable
uncertainty into our ability to forecast revenue and operating results. Specifically:

 Length and Unpredictability of the Sales Cycle: The sales cycle for our solutions, particularly with large enterprises and government
entities, can be extended due to the complex nature of the solutions we provide. These customers typically require a significant amount
of time to evaluate, test, and qualify our solutions before committing to a purchase or expansion of the relationship. In light of current
macroeconomic conditions, we have observed an increase in the length of the sales cycle, primarily driven by heightened cost-consciousness
around IT budgets. As a result, prospective customers may delay or prolong their decision-making process, making it challenging to predict
when, or if, a sale will be finalized.

 Challenges in Securing Sales: Our sales efforts, which are carried out by both our direct sales team and channel partners, involve
substantial time and expense. We invest considerable resources in developing relationships with customers, coordinating account penetration,
and driving overall market development. However, there is no guarantee that these efforts will result in a sale. The purchasing decisions
for security solutions are often subject to budget constraints, multiple levels of approval, and unanticipated delays in administrative
and processing steps, all of which contribute to the difficulty in predicting the timing of sales.

 Impact on Financial Performance: Given the length and unpredictability of our sales cycles, we may face challenges in accurately
forecasting revenue, particularly for large and government accounts. The failure to close sales after investing significant resources
in a lengthy sales process could have a material adverse effect on our business, operating results, and financial condition.

 Considering these factors, we cannot guarantee that we will successfully close sales in the anticipated timeframes,
and the uncertainty surrounding our sales cycle may affect our ability to achieve our revenue and financial objectives.

 Because
we recognize revenue from subscriptions to our solutions over the term of the subscription, downturns or upturns in new business will
not be immediately reflected in our operating results.

 We recognize revenue
from customer subscriptions ratably over the term of their agreement, which generally spans one to three years. As a result, a significant
portion of the revenue we report in any given period is derived from the recognition of deferred revenue related to agreements entered
into in prior periods. This model presents the following risks:

 Delayed Impact of Sales
 Fluctuations: Any increase or decrease in new sales or renewals in a given period will not be immediately reflected in our revenue
 for that period. Instead, the financial impact of these changes will be realized in future periods as the associated deferred revenue
 is recognized. Consequently, fluctuations in sales or renewals, particularly during periods of economic uncertainty, may not be fully
 captured in our reported revenue until later, making it more difficult to assess our immediate financial performance.

 Renewal Rates and Sales
 Cycles: Our revenue is also influenced by the rate of renewals, which can be unpredictable. A decline in renewals or a decrease
 in new sales would not immediately impact our reported revenue but could affect future revenue recognition. Conversely, an increase
 in sales or renewals will positively impact our future revenue but may not be reflected immediately in the current period's results.

 Operational Adjustments
 and Cost Structure: The delayed recognition of revenue can also affect our ability to quickly adjust our cost structure. In the
 event of a significant downturn in sales or renewals, we may be unable to immediately reduce costs in line with revenue reductions,
 which could negatively affect our profitability and financial condition.

 As a result of these
factors, our ability to manage and adjust our operations in response to changes in sales or renewals may be hindered, potentially leading
to variability in our financial results from period to period. We may also face challenges in maintaining profitability if revenue trends
do not align with our cost structure adjustments.

 We
provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments, we could be
obligated to provide partial refunds, or our customers could be entitled to terminate their contracts and our business would suffer.

 Certain of our customer
agreements include service level commitments, which specify the availability and performance of our solutions and support services. Failure
to meet these commitments could have a material adverse effect on our business. The following outlines key risks associated with our service
level commitments:

 Failure to Meet Service Level Commitments: Our infrastructure, or that of our third-party hosting service providers, could experience
disruptions, impacting the performance and availability of our solutions. If we fail to meet the agreed-upon service levels, we may be
required to provide affected customers with credits, partial refunds, or even allow them to terminate their contracts. Although we have
not experienced any material failures to meet our service level commitments to date, any significant downtime or poor performance beyond
agreed-upon service levels could negatively impact our reputation, customer retention, and financial results.

 Adverse Business Impact: Any failure to meet service levels could result in substantial operational challenges, including loss
of customer trust, which would adversely affect our business, operating results, and financial condition. We may also face increased
costs related to crediting or refunding customers or managing customer contract terminations.

 - 18 -

 Our
business is subject to the risks of warranty claims from real or perceived defects in our solutions or their misused by our customers
or third parties and provisions in certain agreements potentially expose us to substantial liability and other losses.

 Our solutions are subject
to warranty claims arising from real or perceived defects or misuse by our customers or third parties. The following risks are associated
with potential liability claims:

 Product Liability and Warranty Claims: We are subject to risks of liability for errors, defects, or failures in our solutions.
While we generally have limitations of liability provisions in our contracts, they may not fully shield us from claims under federal,
state, or local laws, or unfavorable judicial decisions. We may also be exposed to product liability claims, especially if our solutions
are found to be defective or cause harm to customers.

 Indemnification and Legal Risks: We provide indemnification to customers, partners, and other third parties for losses arising
from third-party intellectual property claims related to our solutions. We also offer unlimited liability for certain breaches of confidentiality
and limited liability for breaches of our master subscription agreements. While we have not incurred any material costs due to such indemnification
claims to date, as we continue to expand, the frequency and cost of indemnity claims may increase, leading to significant legal expenses,
damages, or licensing fees. We may also be required to stop using technology found to infringe upon third-party rights, which could disrupt
our business operations.

 Intellectual Property Infringement: If we are found to be infringing on a third party's intellectual property rights, we
could face substantial damages and legal costs. Additionally, we may need to obtain licenses for certain technologies, which may not
be available on favorable terms or at all. The inability to secure necessary licenses could limit our ability to deliver solutions or
features to our customers and harm our competitive position.

 Unauthorized Use of Solutions: Our solutions may be misused by customers or third parties for purposes other than what they were
intended for, which could expose us to liability claims. Although we maintain insurance to mitigate certain risks, our coverage may not
fully protect us from the claims asserted against us. Even unsuccessful claims could result in significant litigation costs, diversion
of management resources, and reputational harm.

 Impact of Warranty and Insurance Coverage: We offer limited warranties to some customers, which are subject to certain conditions.
If our insurance providers fail to fulfill their obligations, or if we cease offering warranties, we may face significant expenses or
lose customer trust. This could negatively impact our ability to attract and retain customers, and harm our business, operating results,
and financial condition.

 We continue to monitor and manage these risks, but there can be no assurance that our efforts will prevent material
adverse impacts on our business.

 Additionally,
our solutions may be used by our customers and other third parties who obtain access to our solutions for purposes other than for which
our solutions was intended. We maintain insurance to protect against certain claims associated with the use of our solutions, but our
insurance coverage may not adequately cover the claims asserted against us. In addition, even claims that ultimately are unsuccessful
could result in our expenditure of funds in litigation, divert management's time and other resources, and harm our business and
reputation. We have offered some of our customers a limited warranty, subject to certain conditions. Any failure or refusal of our insurance
providers to provide the expected insurance benefits to us after we have remediated warranty claims would cause us to incur significant
expense or cause us to cease offering warranties which could damage our reputation, cause us to lose customers, expose us to liability
claims by our customers, negatively impact our sales and marketing efforts, and have an adverse effect on our business, operating results,
and financial condition. Further, although the terms of the warranty do not allow those customers to use warranty claim payments to fund
payments to persons on the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), list of Specially Designated Nationals
and Blocked Persons or who are otherwise subject to U.S. sanctions, we cannot assure you that all of our customers will comply with our
warranty terms or refrain from taking actions, in violation of our warranty and applicable law.

 - 19 -

 Our
future results may be affected by various legal and regulatory proceedings and legal compliance risks, including those involving intellectual
property, governmental regulations, the U.S. Foreign Corrupt Practices Act, and other anti-bribery, anti-corruption, or other matters.

 Our business is subject
to various legal and regulatory proceedings, and we face compliance risks in multiple areas, including intellectual property, governmental
regulations, and international anti-bribery and anti-corruption laws. These risks may adversely impact our business and financial results.
Specifically:

 Legal and Compliance Risks: We may be involved in legal or regulatory proceedings related to intellectual property disputes, compliance
with the U.S. Foreign Corrupt Practices Act, anti-bribery, anti-corruption laws, and other regulatory matters. Due to the inherently
unpredictable nature of litigation and regulatory actions, the outcomes of these proceedings may differ from our expectations. Developments
such as significant rulings, settlements, or changes in laws may lead us to revise our estimates of liabilities and insurance requirements.
An adverse ruling or unfavorable regulatory development could result in significant charges that would materially impact our results
of operations and cash flows.

 Regulatory Uncertainty: As regulations evolve, particularly in relation to intellectual property and international compliance
standards, we could face additional legal challenges or expenses related to these matters. The resolution of any significant legal dispute
or regulatory matter could have a substantial impact on our financial position and operations.

 We
may be subject to risks from operating internationally.

 We may seek to
expand our operations in international markets, which may expose us to a variety of risks. Our international business growth is subject to numerous challenges, including:

 Compliance with Foreign
 Regulations: Operating in foreign markets requires compliance with a complex and constantly changing landscape of tax, legal, accounting,
 and regulatory requirements. These challenges could result in increased costs and operational difficulties as we navigate diverse legal
 systems and business practices across multiple jurisdictions.

 Geopolitical and Economic
 Risks: International operations expose us to political, social, and economic instability, including risks arising from war, terrorism,
 or conflicts such as the ongoing military tensions between Russia and Ukraine, and in the Middle East. These geopolitical risks could
 disrupt our operations, harm our ability to conduct business, and negatively impact market conditions for our services.

 Changes in Trade Policies:
 Modifications in trade policies, tariffs, and taxes in the United States or other national governments could disrupt market access and increase
 the cost of doing business in certain regions. We must continuously monitor and adapt to these regulatory shifts to maintain our competitiveness
 in foreign markets.

 Market Acceptance and
 Expansion: Expanding into foreign markets requires the development of superior products and services that meet local demand. We
 must gain market acceptance while also expanding our offerings efficiently. Failures in product adaptation or local market penetration
 could impede our international growth.

 Non-Compliance with International
 Laws: Operating in multiple countries exposes us to the risk of non-compliance with a broad range of laws, including anti-corruption,
 export control, and anti-boycott regulations. Non-compliance could lead to significant legal penalties and reputational damage.

 Sovereign Risk: We
 face increased sovereign risk, particularly in emerging markets where there is a greater risk of government defaults, economic deterioration,
 or downgrades in credit ratings. These factors could destabilize markets in which we operate, affecting our operations and financial
 performance.

 Logistical and Communication
 Challenges: Operating internationally involves logistical complexities, such as managing supply chains, communication across time
 zones, and coordinating activities in diverse business environments. These challenges can disrupt our operations and delay service
 delivery.

 Contractual and Currency
 Risks: International contracts are subject to interpretation under foreign laws, which can create risks in the event of a dispute.
 Additionally, fluctuations in currency exchange rates, devaluations, or conversion restrictions could impact the value of our revenues
 and costs, potentially resulting in financial losses.

 Any of these factors could have a material adverse effect on our reputation, financial condition, results of operations,
and stock price. The risks associated with operating internationally are inherent and may increase as we expand into new markets.

 - 20 -

 Our
operations in certain emerging markets expose us to political, economic, and regulatory risks.

 Our growth strategy includes expanding
operations in emerging markets, particularly in regions such as South America and Europe. While these markets present significant growth
opportunities, they also introduce a variety of risks that could adversely affect our business and financial results. The key risks associated
with our expansion in emerging markets include:

 Political
 and Economic Volatility: Emerging markets often experience greater political and economic instability compared to more established
 markets. This volatility can lead to unpredictable changes in market conditions, regulatory environments, and business operations.
 Political upheaval, economic downturns, or social unrest could disrupt our ability to operate efficiently in these regions, adversely
 impacting sales, revenues, and overall business performance.

 Currency
 Fluctuations and Infrastructure Risks: Emerging markets may be more susceptible to currency fluctuations and devaluations, which
 could affect the value of our revenue and expenses in these regions. Additionally, these markets often have less developed infrastructure,
 increasing the risk of operational disruptions, such as supply chain delays or labor shortages, which could negatively affect our ability
 to deliver services effectively.

 Compliance
 with Anti-Corruption Laws: In many emerging markets, business practices that may not be permissible in more established markets,
 such as improper payments or bribes to government officials, can be more prevalent. We are subject to stringent anti-corruption laws,
 including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and local anti-bribery laws in the countries where we
 operate. These laws prohibit improper payments to government officials, including in relation to obtaining permits or conducting other
 business activities. Non-compliance with these laws could result in severe civil and criminal penalties, which could damage our reputation
 and adversely impact our financial condition, operating results, and stock price.

 Legal
 and Regulatory Risks: The legal and regulatory environments in emerging markets can be unpredictable and subject to rapid changes.
 Non-compliance with local laws or failure to navigate these complex legal systems effectively could lead to regulatory fines, penalties,
 or reputational harm. These risks are heightened in countries with weak rule of law or inconsistent enforcement of regulations.

 Failure to manage political,
economic, and regulatory risks in emerging markets could have a material adverse impact on our ability to achieve sales targets, grow
our business, and maintain profitability in these regions. The risks associated with expanding into emerging markets may result in unanticipated
costs, operational disruptions, or financial losses, which could negatively affect our financial condition, results of operations, cash
flows, and stock price.

 Adverse
economic conditions in the United States may adversely impact our business and operating results.

 Our operations, demand for
services, and overall business performance are subject to general macroeconomic conditions, which can fluctuate and present
significant risks to our financial performance. Key macroeconomic factors such as higher interest rates, inflation, recessions, or
economic slowdowns—whether in the United States or globally—could adversely affect our business operations, customer
demand, and financial results. The key risks include the following:

 Inflationary
 Pressures: The United States and global markets have experienced volatility due to rising interest rates and inflationary pressures. Inflation
 rates in the United States have remained above the Federal Reserve's inflation target since the second half of 2021, contributing to increased
 costs for goods, services, and labor. While our business has not yet been materially impacted by these inflationary pressures, we cannot
 predict the future impact on our operations. If inflation continues or worsens, it may lead to higher operational costs, which could
 reduce our profitability and adversely affect our business.

 Geopolitical
 Instability: The escalation of geopolitical tensions, including the conflicts between Russia and Ukraine and in the Middle East,
 has created ongoing instability in global markets. These factors may disrupt supply chains, elevate costs, and reduce consumer and
 business confidence, which could negatively affect demand for our products and services.

 Economic
 Slowdowns and Recession: A slowdown in economic activity or a recession, whether domestic or global, could lead to reduced spending
 by businesses and consumers. If our customers face decreased consumer demand, higher operational costs, or increased regulatory burdens,
 they may choose to reduce or postpone their spending on our products and services. Certain discretionary services may be deprioritized,
 leading to a decline in sales and potentially adversely affecting our operating results.

 Credit
 Availability: Adverse economic conditions may impact the availability of credit for our customers. If customers experience difficulty
 accessing credit, they may be unable or unwilling to invest in our products and services, potentially leading to delayed or lost sales
 opportunities. This could affect our revenue and growth prospects.

 Impact
 on Business Relationships: Economic downturns could also affect the third parties with whom we have business relationships, including
 suppliers, service providers, and partners. If these third parties experience financial difficulties or operational disruptions, it
 could impede our ability to execute on business opportunities and growth initiatives, adversely affecting our operations and long-term
 strategic goals.

 The unpredictability of macroeconomic conditions makes it difficult to accurately forecast and plan for future business
activities. Adverse economic conditions may lead to changes in customer behavior, demand patterns, and spending priorities, all of which
could have a negative effect on our ability to achieve growth and maintain profitability. In the event of future economic slowdowns or
disruptions, we may face challenges in sustaining growth or expanding our business in the manner anticipated.

 - 21 -

 Breaches
of network or information technology security could have an adverse effect on our business.

 Cybersecurity threats,
including cyber-attacks or breaches of our network or IT security, could have a material adverse effect on our operations, financial condition,
and reputation. The nature of our business exposes us to various risks related to network security breaches, which could disrupt both
our own operations and the operations of our clients. Key risks include the following:

 Cybersecurity Threats
 and Liabilities: Cyber-attacks or other breaches of network or IT security could result in significant disruptions to our systems,
 causing equipment failures, service interruptions, or damage to systems and data. If our security measures are compromised, it could
 lead to misappropriation of proprietary information or sensitive customer and employee data. Such incidents could expose us to substantial
 liabilities, potentially exceeding the coverage provided by our insurance policies, and cause financial losses or operational setbacks.

 Damage to Reputation and
 Market Share Loss: A security breach could also damage our brand and reputation, particularly given the nature of our industry,
 where security is a critical competitive factor. Even short periods of operational downtime could result in a loss of market share
 to competitors, as clients may lose confidence in our ability to protect their data and systems.

 Indirect Effects on Clients:
 Our IT infrastructure's security threats could also affect our clients indirectly. A compromise of our systems may impact
 their operations or lead to the unauthorized access to their proprietary or personal information. This could damage our clients'
 trust in our services, which could have a cascading effect on our relationships and business performance.

 Ongoing
 Security Challenges: As cybersecurity threats evolve rapidly, new methods of breach may emerge that we are not able to
 anticipate or defend against immediately, especially now with state and foreign governments that are adversaries and employ hackers
 or bad actors. We may be unable to implement timely security measures to mitigate these risks, and in some cases, we may not be
 able to fully determine the extent to which new threats can bypass our defenses. This presents a significant challenge in
 maintaining the integrity of our security systems.

 Legal and Regulatory Risks:
 If we fail to adequately protect sensitive information, we could face legal consequences, including lawsuits, regulatory penalties,
 or damage claims, particularly if our clients or relevant authorities question the effectiveness of our threat detection and mitigation
 measures. These legal proceedings could expose us to significant financial and reputational risks.

 Potential Lawsuits and
 Liability: Our services are designed to protect clients from cyber-attacks and other security breaches. However, if our clients
 experience losses from cyber-attacks, including lost profits or other indirect damages, they may seek to hold us liable through lawsuits.
 While our service agreements typically include liability limitations, these provisions may not be enforceable in all cases. In the
 event of litigation, we could face substantial damage awards, which may exceed our insurance coverage and significantly impact our
 financial position.

 A security breach, failure to protect sensitive information, or liability arising from a breach could have a material
adverse effect on our business, operating results, financial condition, and prospects. We may incur significant legal, remediation, and
security costs, and any reputational damage could undermine our business relationships and market position.

 If
we fail to meet our service level obligations under our service level agreements, we may be subject to certain penalties and could lose
clients.

 We have entered into
service level agreements ("SLAs") with many of our managed services clients, under which we guarantee specified levels of service availability.
These arrangements require us to estimate and meet service delivery standards, including uptime and system performance, to ensure client
satisfaction. The following risks are associated with these SLAs:

 Penalties and Cost Overruns:
 If we fail to meet our service level obligations, we may be subject to financial penalties, which could result in higher-than-expected
 costs. These penalties, along with any potential requirements for remediation, may negatively affect our profitability and operating
 margins.

 Client Loss and Revenue
 Impact: Failure to meet SLAs could result in client dissatisfaction, potentially leading to the termination of contracts or a reduction
 in client spending. The loss of clients due to unmet service expectations could significantly reduce our revenue and impact the stability
 of our future cash flows.

 Reputational Damage:
 Our ability to deliver on service level commitments is central to maintaining strong relationships with our clients. If we fail to
 meet our SLAs, our reputation may suffer, potentially leading to a loss of future business, difficulty attracting new clients, and
 challenges in retaining existing ones.

 Operational and Financial
 Risks: The financial and operational consequences of failing to meet service level commitments could lead to a deterioration in
 our gross and operating margins. Additionally, the resources required to address service failures and mitigate customer dissatisfaction
 could divert attention from other key business priorities, further impacting our overall performance.

 If we fail to fulfill
our SLAs, it could result in material financial costs, including penalties, client churn, and reputational damage, which would adversely
affect our business, operating results, financial condition, and prospects.

 The
nature of our business involves significant risks and uncertainties that may not be covered by insurance or indemnification.

 We provide services in circumstances
where insurance or indemnification may not be available or may be insufficient to cover operational risks and other uncertainties that
we face. Our existing insurance coverages may not fully protect us against the risks associated with the delivery of our services, and
additional insurance may not be available on favorable terms, or at all. The following risks are associated with our insurance coverage:

 Liabilities in Excess
 of Coverage: Liabilities or claims arising from our services in excess of available indemnity or insurance coverage could materially
 harm our financial condition, cash flows, and operating results. If we are unable to obtain sufficient coverage for potential claims,
 the financial impact could be significant.

 Reputational Damage:
 Even if a claim is fully covered or insured, it could still harm our reputation in the marketplace. A negative perception resulting
 from claims, regardless of the outcome, could undermine client confidence and make it more difficult for us to compete effectively.

 Cost and Management Distraction:
 The defense of claims, even if ultimately unsuccessful, can be costly and time-consuming. It could divert management's attention
 away from key business operations and strategic initiatives, which could affect our ability to execute on our business plan and impact
 overall operational performance.

 The occurrence of claims
or liabilities for which we do not have adequate insurance or indemnification could have a material adverse effect on our business, operating
results, financial condition, and prospects. Furthermore, the associated reputational risks and management distraction could hinder our
ability to maintain growth and profitability.

 - 22 -

 We
indemnify our officers and directors against liability to us and our security holders, and such indemnification could increase our operating
costs.

 Our
certificate of incorporation and bylaws allow us to indemnify our officers and directors against claims associated with carrying out
the duties of their offices. Our bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our officers, directors, or control persons, the SEC has advised
that such indemnification is against public policy and is therefore unenforceable.

 Our
industry is highly competitive, and there is no assurance that we will compete successfully.

 Our business operates
in a highly competitive landscape, and our current and potential competitors vary significantly by size, service offerings, and geographic
location. Our competitors include technology companies, consulting firms, telecommunication companies, technology resellers, hardware
and software providers, and other entities. Many of these competitors have established relationships within specific industries or have
developed a reputation for expertise in particular sectors of the cybersecurity market, including services, software, and hardware.

 Primary factors influencing
competition in our market include security, reliability, and functionality; customer service and technical expertise; reputation and brand
recognition; financial strength; the breadth of products and services offered; price; and scalability. However, many of our competitors
possess substantial advantages in these areas, including the following:

 Financial
 and Operational Resources: Many of our competitors have greater financial, technical, and marketing resources. They may be able
 to deploy more significant resources in research and development, marketing, and sales, which could allow them to adapt more rapidly
 to emerging technologies or shifts in customer demands.

 Market
 Positioning: Competitors may have entrenched relationships within specific industries or have gained extensive reputation and brand
 recognition, positioning them as leaders in the market.

 Pricing
 and Product Bundling: Some of our competitors may be able to offer more favorable pricing or bundle products and services in ways
 that provide them with a competitive price advantage. Additionally, they may be able to maintain a lower cost structure, making it
 difficult for us to compete on price.

 Mergers,
 Acquisitions, and Alliances: Competitors may also benefit from strategic acquisitions, partnerships, or other alliances, allowing
 them to offer complementary products and services or achieve greater operational efficiencies.

 Some of our competitors
are better positioned to:

 Rapidly
 develop and deploy new products and services.

 Offer
 lower prices or more attractive pricing packages.

 Devote
 greater resources to sales and marketing efforts, including providing more incentives to channel partners.

 As a result, competition
in our industry could lead to several adverse outcomes for our business, including a loss of customers, reduced revenue, increased expenses,
or pressure on our margins. These factors could adversely affect our business, financial condition, operating results, and
long-term growth prospects.

 Our
success depends on our ability to protect our intellectual property and our proprietary technologies.

 We rely
on trade secrets to protect our intellectual property, proprietary technology, and processes, which we have developed or may develop in
the future. However, there can be no assurance that confidentiality obligations will always be honored or that others will not independently
develop similar or superior technology. The protection of intellectual property and proprietary technology through trade secret claims
has become increasingly contentious, with more companies pursuing litigation to protect their rights or for competitive reasons, even
when the claims may be unsubstantiated. The prosecution or defense of intellectual property claims can be costly and unpredictable, particularly
given the evolving legal landscape. We may also face claims from other parties alleging infringement on their intellectual property or
technology, which could adversely affect our business.

 - 23 -

 Increasingly
complex cybersecurity regulations and standards may have significant impact on our business, and it may require us to substantially invest
in our development capabilities to meet compliance requirements and may negatively impact our ability to offer certain services and remain
profitable.

 Cybersecurity legislation at the federal and state levels continues to evolve as lawmakers respond to the growing
threat landscape. Multiple bills and resolutions are currently being considered, which may lead to new regulations, including cybersecurity
standards and compliance requirements. Our expansion strategy, which includes acquisitions of other cybersecurity service providers, may
be impacted by these regulations. We may be required to dedicate significant resources to ensure our services comply with diverse state-level
requirements, potentially delaying service launches or limiting the scope of certain offerings. Non-compliance with these regulations
could result in legal actions, increased costs, and operational disruptions, which would negatively impact our financial results.

 We
may become subject to disputes, including litigation, that could negatively impact our business, profitability, and financial condition.

 We may become involved in disputes
with third parties, which could result in litigation. Whether or not a dispute leads to litigation, significant resources—both management
time and financial—may be required to resolve the issue. This could detract from our ability to focus on business operations. Any
resolution could involve the payment of damages or other significant costs, and may involve restrictive terms that limit our operational
flexibility. Prolonged or unfavorable legal disputes could materially harm our financial condition, profitability, and overall business
performance.

 If
we incur additional debt, we will be subject to restrictive covenants and debt service obligations that could negatively impact our operations.

 If we incur additional debt to
fund operations or acquisitions, we will be subject to debt service obligations, including interest and principal payments. Debt agreements
often contain restrictive covenants that may limit our operational flexibility and impose financial constraints. A default under any debt
agreement could accelerate repayment and result in a judgment against us, potentially leading to the foreclosure of assets, which would
materially adversely affect our business, financial condition, or results of operations.

 The
requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements
of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, increase our costs, and divert management's attention, and we may
be unable to comply with these requirements in a timely or cost-effective manner.

 As
a public company, we are subject to the reporting requirements of the Exchange Act, and the corporate governance standards of the Sarbanes-Oxley
Act and Nasdaq. We have a limited operating history as a public company, and these requirements may place a strain on our management,
systems, and resources. In addition, we have incurred, and expect to continue to incur, significant legal, accounting, insurance, and
other expenses. The Exchange Act requires us to file annual, quarterly, and current reports with respect to our business and financial
condition within specified time periods and to prepare a proxy statement with respect to our annual meeting of stockholders. The Sarbanes-Oxley
Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Nasdaq requires
that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting and comply with the Exchange Act and Nasdaq requirements, significant resources
and management oversight are required. This may divert management's attention from other business concerns and lead to significant
costs associated with compliance, which could have a material adverse effect on us and the market price of our common stock.

 The
expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these
rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more time-consuming
and costly. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including
director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain
qualified persons to serve on our Board of Directors or its committees or as our executive officers. Advocacy efforts by stockholders
and third parties may also prompt even more changes in governance and reporting requirements. We cannot predict or estimate the amount
of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company,
we could be subject to delisting of our common stock, fines, sanctions, other regulatory action, and potentially civil litigation.

 - 24 -

 The
preparation of our financial statements involves the use of estimates, judgments, and assumptions, and our financial statements may
be materially affected if our estimates prove to be inaccurate.

 Financial
statements prepared in accordance with accounting principles generally accepted in the United States require the use of estimates, judgments,
and assumptions that affect the reported amounts. Different estimates, judgments, and assumptions reasonably could be used that would
have a material effect on the financial statements, and changes in these estimates, judgments, and assumptions are likely to occur from
period to period in the future. These estimates, judgments, and assumptions are inherently uncertain, and, if they prove to be wrong,
then we face the risk that charges to income will be required.

 The
auditor's opinion on our audited consolidated financial statements for the year ended December 31, 2024, included in this annual
report on Form 10-K, contain an explanatory paragraph relating to our ability to continue as a going concern.

 The
auditor's opinion on our audited consolidated financial statements for the year ended December 31, 2024 includes an explanatory
paragraph stating that our losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our operating
obligations raise substantial doubt about our ability to continue as a going concern. While we are pursuing a variety of funding sources
and transactions that could raise capital, there can be no assurances that we will be successful in these efforts or will be able to
resolve our liquidity issues or eliminate our operating losses. If we are unable to obtain sufficient funding, we would need to significantly
reduce our operating plans and curtail some or all of our strategic plans. Accordingly, our business, prospects, financial condition,
and results of operations will be materially and adversely affected, and we may be unable to continue as a going concern. If we are unable
to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried
on our audited consolidated financial statements, and it is likely that investors will lose all or a part of their investment. If we
seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue
as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms
or at all.

 Risks
Related to our Common Stock

 The
market price of our common stock is volatile and may fluctuate in a way that is disproportionate to our operating performance.

 The
market price of our common stock may experience significant volatility due to a variety of factors, including, but not limited to:

 sales
 or potential sales of substantial amounts of our common stock;

 announcements
 about us or about our competitors or new product introductions;

 the
 loss or unanticipated underperformance of our global distribution channels;

 litigation
 and other developments relating to our patents or other proprietary rights or those of our competitors;

 conditions
 in the cybersecurity and IT services industries;

 governmental
 regulation and legislation;

 variations
 in our anticipated or actual operating results;

 changes
 in securities analysts' estimates of our performance, or our failure to meet analysts' expectations;

 foreign
 currency values and fluctuations; and

 overall
 political and economic conditions, including internation developments.

 Many
of these factors are beyond our control. In addition to recent events, the stock markets have historically experienced substantial price
and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies.
These broad market and industry factors could reduce the market price of our common stock, regardless of our actual operating performance.

 - 25 -

sales of shares of our common stock by existing stockholders could depress the market price of our common stock.

 We
had an aggregate of 11,821,866 issued and outstanding shares of common stock as of December 31, 2024. Approximately 4,838,618 shares
were in street name. The remainder of the outstanding shares may be sold, subject to certain volume limitations, pursuant to Rule 144
or other available exemptions. Also, in the future, we may issue additional securities in connection with financings and acquisitions.
The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then
outstanding stock. Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur
at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce
the market price of our common stock.

 Provisions
in our certificate of incorporation, our by-laws, and Delaware law might discourage, delay, or prevent a change in control of our company
or changes in our management and, therefore, depress the trading price of our common stock.

 Provisions
of our amended and restated certificate of incorporation, our amended and restated by-laws, and Delaware law may have the effect of deterring
unsolicited takeovers or delaying or preventing a change in control of our company or changes in our management, including transactions
in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions
may limit the ability of stockholders to approve transactions that they may deem to be in their best interests. These provisions include
the ability of our Board of Directors to designate the terms of and issue new series of preferred stock without stockholder approval,
which could include the right to approve an acquisition or other change in our control or could be used to institute a rights plan, also
known as a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions
that have not been approved by our Board of Directors.

 The
existence of the forgoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future
for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that an investor
in our company could receive a premium for their common stock in an acquisition.

 Our
Board of Directors is expressly authorized to make, alter, or repeal our by-laws by majority vote, while such action by stockholders
would require a super majority vote.

 These
anti-takeover provisions and other provisions under Delaware law could discourage, delay, or prevent a transaction involving a change
in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our
stock. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their
choosing and cause us to take other corporate actions they desire.

 FINRA
sales practice requirements may limit a stockholder's ability to buy and sell our stock.

 The
Financial Industry Regulatory Authority, Inc. ("FINRA") has adopted rules that require that, in recommending an investment
to a client, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives, and other information. Under interpretations of these
rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for certain customers.
FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which
may have the effect of reducing the level of trading activity in the shares, resulting in fewer broker-dealers may be willing to make
a market in our shares, potentially reducing a stockholder's ability to resell shares of our common stock.

 - 26 -

 If
we issue additional shares in the future, it will result in a dilution of our existing stockholders.

 Our
amended and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of our common stock and up to 50,000,000
shares of preferred stock. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies and
to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may
contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares,
such issuance will reduce the proportionate ownership and voting power of all current stockholders. Further, such issuance may result
in a change of control of our company.

 We
are eligible to be treated as an "emerging growth company," as defined in the JOBS Act, and we cannot be certain if the reduced
disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company,
we may take advantage of exemptions from various reporting and other requirements that are applicable to other public companies that
are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404(b)
of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances
could cause us to lose that status earlier.

 In
addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. We have elected to take advantage of the extended
transition period for complying with the revised accounting standards. As a result, our financial statements may not be comparable to
companies that comply with effective dates generally applicable to public companies.

 Investors
may find our common stock less attractive because we may rely on these exemptions, reduced reporting requirements, and extended transition
periods. If investors find our common stock less attractive as a result of any of the foregoing, there may be a less active trading market
for our common stock and our stock price may be more volatile or may decrease.

 Our
directors, a former director and executive officers beneficially own a substantial majority of our outstanding capital stock and will
have the ability to control our affairs.

 Our
current directors and executive officers, and a former director beneficially own approximately 31.55% of our outstanding capital stock.
By virtue of these holdings, they effectively control the election of the members of our Board of Directors, our management, and our
affairs and may prevent us from consummating corporate transactions such as mergers, consolidations, or the sale of all or substantially
all of our assets that may be favorable from our standpoint or that of our other stockholders.

 Our
failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

 If
we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing
bid price requirement, Nasdaq may take steps to delist our common stock. On March 29, 2023, we received a letter from the listing qualifications
staff of Nasdaq providing notification that the bid price for our common stock had closed below $1.00 per share for the previous 30 consecutive
business days and our common stock no longer met the minimum bid price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had an initial period of 180 calendar days to regain compliance. To regain compliance,
the closing bid price of our common stock had to be $1.00 per share or more for a minimum of 10 consecutive business days at any time
before the expiration of the initial compliance period. We were unable to regain compliance with Rule 5550(a)(2) during the initial compliance
period, but pursuant to Nasdaq rules we were eligible for an additional 180 calendar day compliance period. To qualify, we needed to
meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq
Capital Market, with the exception of the minimum bid price requirement, and we were required to provide written notice of our intention
to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. Subsequently, on December
28, 2023, we received a letter from the listing qualifications staff of Nasdaq providing notification that the bid price for our common
stock had closed below $0.10 per share for the previous 10 consecutive trading days and our common stock no longer met the minimum bid
price requirement for continued listing under Nasdaq Listing Rule 5550(a)(2). Accordingly we were subject to the provisions contemplated
under Nasdaq Listing Rule 5810(c)(3)(A)(iii), and as a result, Nasdaq determined to delist our securities. We were granted an appeal
with Nasdaq's Hearings Panel on March 28, 2024. On March 8, 2024, our 1-for-15 reverse split became effective, increasing the bid
price for our common stock above $1.00 per share. On March 22, 2024, we received notification from Nasdaq that we had regained compliance
with the bid price requirements as set forth under Nasdaq Listing Rule 550(a)(2). As a result of regaining compliance, our appeal with
Nasdaq's Hearing Panel was cancelled.

 We
must continue to maintain a minimum closing bid price over $1.00 per share pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If our closing
bid price falls below $1.00 per share for more than 30 consecutive trading days, we may again be deemed noncompliant with Nasdaq's
continued listing requirements.

 The liquidity of the shares of our common stock may be affected adversely by the reverse stock split undertaken to
address such compliance failure, given the reduced number of shares that are outstanding following a reverse stock split. In addition,
reverse stock splits may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the
potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

 On January 10,
2025, we received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, since we have not yet held an annual meeting of stockholders within twelve months of the end of its December 31,
2023 fiscal year, we are out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a) and 5810(c)(2)(G)).
The notification letter has no immediate effect on the listing of our securities on the Nasdaq Capital Market.

 Under the applicable Nasdaq rules,
we had 45 calendar days to submit a plan to regain compliance. If Nasdaq accepted our plan, Nasdaq can grant an exception of up to 180
calendar days from our most recent fiscal year end, or until June 30, 2025, to regain compliance.

 We filed a definitive proxy statement on March 5, 2025 for an annual meeting to be held on April 25, 2025 to regain
compliance with the applicable Nasdaq Listing Rules.

 - 27 -

 In
the event that we again become non-compliant with Rule 5550(a)(2) and cannot re-establish compliance within the required timeframe, our
common stock could be delisted from Nasdaq, which could have a material adverse effect on our financial condition, and which would cause
the value of our common stock to decline. If our common stock is not eligible for listing or quotation on another market or exchange,
trading of our common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted
securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it would become more difficult to dispose of, or obtain
accurate price quotations for, our common stock, and there would likely be a reduction in our coverage by security analysts and the news
media, which could cause the price of our common stock to decline further. In addition, it may be difficult for us to raise additional
capital if we are not listed on a national securities exchange.

 Following
a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

 Although
we believe that a higher market price of our common stock may help generate greater or broader investor interest, there can be no assurance
that our reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition,
there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a
result, the trading liquidity of our common stock may not necessarily improve.

 We
do not intend to pay dividends on our common stock.

 We
have never paid any cash dividends, and currently do not intend to pay any dividends for the foreseeable future. We intend to retain
any future earnings to the extent necessary to develop and expand our business. Payment of cash dividends, if any, will depend, among
other factors, on our earnings, capital requirements, and the general operating and financial condition, and will be subject to legal
limitations on the payment of dividends out of paid-in capital. Because we do not intend to declare dividends, any gain on an investment
in our company will need to come through an increase in the stock price. This may never happen, and investors may lose all of their investment.

 Our
business could be negatively impacted by stockholder activism.

 In
recent years, stockholder activists have become involved in numerous public companies. Stockholder activists frequently propose to
involve themselves in the governance, strategic direction, and operations of companies. Stockholder activists have also become
increasingly concerned with companies' efforts with respect to environmental, sustainability and governance standards.
Responding to actions by activist stockholder, such as requests for special meetings, potential nominations of candidates for
election to our Board of Directors, requests to pursue a strategic combination or other transaction, or other special requests may
disrupt our business and divert the attention of management and employees. In addition, any perceived uncertainties as to our future
direction resulting from such a situation could result in the loss of potential business opportunities, be exploited by our
competitors, cause concern to our current or potential customers, and make it more difficult to attract and retain qualified
personnel and business partners, all of which could negatively impact our business. Stockholder activism could result in substantial
costs. In addition, actions of activist stockholder may cause significant fluctuations in our stock price based on temporary or
speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals of our
business.

 - 28 -

 Our
share price may be volatile, and you may be unable to sell your shares.

 The
trading price of our common stock is likely to be highly volatile and these fluctuations could cause you to lose all or part of your
investment in our common stock. Since shares of our common stock were sold in our initial public offering (IPO) in January 2022 at a
price of $75.00 per share, the reported high and low sales prices of our common stock ranged from $0.26 to $138.15 per share through
March 24, 2025. Factors that may cause the market price of our common stock to fluctuate include:

 price
 and volume fluctuations in the overall stock market from time to time;

 significant
 volatility in the market price and trading volume of technology companies in general, and of companies in our industry;

 actual
 or anticipated changes in our results of operations or fluctuations in our operating results;

 whether
 our operating results meet the expectations of securities analysts or investors;

 failure
 of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities
 analysts who follow our company, or our failure to meet the estimates or the expectations of investors;

 announcements
 of new products or technologies, commercial relationships, acquisitions, or other events by us or our competitors;

 actual
 or anticipated developments in our competitors' businesses or the competitive landscape generally;

 actual
 or perceived privacy or data security incidents;

 litigation
 involving us, our industry or both;

 regulatory
 developments in the United States, foreign countries, or both;

 general
 economic conditions and trends;

 the
 commencement or termination of any share repurchase program;

 new
 laws or regulations or new interpretations of existing laws or regulations applicable to our business;

 the
 availability of our services, security breaches or perceived security breaches, and vulnerabilities;

 changes
 in accounting standards, policies, guidelines, interpretations, or principles;

 actions
 instituted by activist stockholder or others;

 major
 catastrophic events, including those resulting from war, incidents of terrorism, outbreaks of pandemic diseases, such as COVID-19,
 or responses to these events;

 sales
 of large blocks of our stock; or

 departures
 of key personnel.

 In
addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price
of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price
of our common stock might also decline in reaction to events affecting other companies in our industry even if these events do not directly
affect us.

 In
the past, following periods of volatility in the market price of a company's securities, securities class action litigation has
often been brought against that company. If our stock price is volatile, we may become the target of securities litigation, which could
result in substantial costs and a diversion of management's attention and resources.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
maintain a comprehensive process for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader
risk management system and processes. We obtain input, as appropriate, for our cybersecurity risk management program on the security
industry and threat trends from multiple sources. Teams of dedicated security professionals oversee cybersecurity risk management and
mitigation, incident prevention, detection, and remediation. Leadership for these teams are professionals with deep cybersecurity expertise
across multiple industries, including our Chief Information Security Officer. Our executive leadership team, along with input from the
above teams, are responsible for our overall enterprise risk management system and processes and regularly consider cybersecurity risks
in the context of other material risks to the company.

 - 29 -

 As
part of our cybersecurity risk management system, our incident management teams track and log security incidents across our company and
our customers to remediate and resolve any such incidents. Significant incidents are reviewed by a cross-functional working group to
determine whether further escalation is appropriate. Any incident assessed as potentially being or potentially becoming material is immediately
escalated for further assessment and then reported to designated members of our senior management. We consult with outside counsel as
appropriate, including on materiality analysis and disclosure matters, and our senior management makes the final materiality determinations
and disclosure and other compliance decisions. Our management apprises our independent registered public accounting firm of matters and
any relevant developments.

 The
 Audit Committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure
requirements, cooperation with law enforcement, and related effects on financial and other risks, and reports any findings and recommendations,
as appropriate, to the full Board for consideration. Senior management regularly discusses cyber risks and trends and, should they arise,
any material incidents with the Chief Information Security Officer.

 Our
Chief Information Security Officer is accountable for our overall cybersecurity program in partnership with other business leaders. Our
Chief Information Security Officer has extensive experience leading global technology and IT organizations. Team members and outside experts
supporting our program have relevant education and information, including security for larger multi-national, publicly traded companies.
Our Chief Information Security Officer has leading security certifications, including Certified Information Systems Security Professional
(CISSP), memberships in professional associations in the International Information System Security Certification Consortium and Information
Systems Security Association, an MBA in Management of Technology, and expertise in private, public and governmental entities. Our information
security team remains abreast of the latest cybersecurity advancements, staying informed about potential threats and emerging risk management
strategies. This continuous learning is vital for proactively preventing, detecting, mitigating, and remediating cybersecurity incidents.
Our information security team is responsible for implementing and supervising processes for ongoing monitoring of our information systems,
incorporating advanced security measures and regular system audits to pinpoint vulnerabilities. In the event of a cybersecurity incident,
our information security team employs a well-defined incident response plan, comprising immediate actions to minimize impact and long-term
strategies for remediation and prevention of future incidents.

 Our
business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats,
including because of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially
affected in the future by such risks or any future material incidents. For more information on our cybersecurity-related risks, see Item
1A Risk Factors of this Annual Report on Form 10-K.

 ITEM
2. PROPERTIES

 Our
corporate headquarters is in Scottsdale, Arizona where we currently lease approximately 3,300 square feet of office space. We lease
one additional office, which we believe is not material to our operations.

 We
believe our existing facilities are sufficient for our current needs. Although we have recently closed or consolidated certain of our
facilities, in the future, we may need to add new facilities or expand our existing facilities to meet our evolving business needs.

 ITEM
3. LEGAL PROCEEDINGS

 We
are currently not a party to any material legal proceedings.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 - 30 -

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Until
January 13, 2022, our common stock was traded under OTC Market Group's OTCQB. Since January 13, 2022, our common stock has been
listed for trading on The Nasdaq Stock Market LLC under the symbol "CISO".

 As
of December 31, 2024, there were 755 holders of record of our common stock, and the last reported sale price of our common stock on
The Nasdaq Stock Market LLC on March 24, 2025 was $0.4499. A significant number of shares of our common stock are held in either nominee
name or street name brokerage accounts, and consequently, we are unable to determine the total number of beneficial owners of our
common stock.

 Dividend
Policy

 To
date, we have paid no dividends on our common stock and do not expect to pay cash dividends in the foreseeable future. We plan to retain
all earnings to provide funds for the operations of our company. In the future, our Board of Directors will decide whether to declare
and pay dividends based upon our earnings, financial condition, capital requirements, and other factors that our Board of Directors may
consider relevant. We are not under any contractual restriction as to present or future ability to pay dividends.

 Unregistered
Sales of Equity Securities

 In
March 2024, we issued 100,000 shares of our common stock to LendSpark Corporation as additional consideration to enter into a loan agreement
in which we received gross proceeds for $2,200,000.

 In
July 2024, we issued 100,000 shares of our common stock to Hudson Global Ventures, LLC as consideration for consulting services.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with
our consolidated financial statements and the related notes contained elsewhere in this Annual Report and is intended to provide information
necessary to understand our audited consolidated financial statements for the year ended December 31, 2024 compared to the year ended
December 31, 2023 and highlight certain other information which will enhance a reader's understanding of our financial condition,
changes in financial condition, and results of operations. In particular, the discussion is intended to provide an analysis of significant
trends and material changes in our financial position and the operating results of our business during the year ended December 31, 2024
compared to the year ended December 31, 2023. These historical consolidated financial statements may not be indicative of our future
performance. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains numerous forward-looking
statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout
this filing, particularly in "Item 1A. Risk Factors."

 Our
Business

 We
provide a comprehensive suite of cybersecurity consulting and related services built on four critical pillars: Proprietary Software Stack,
Compliance, Cybersecurity, and Organizational Culture.

 Our
services include managed security, compliance assessments, Security Operations Center (SOC) support, virtual Chief Information Security
Officer (vCISO) services, incident response, digital forensics, technical assessments, and cybersecurity training. We have developed
a unique offering called MCCP+, which integrates all four pillars through a dedicated team of subject matter experts.

 Unlike
many cybersecurity firms focused on specific technologies or services, we remain technology-agnostic. Our approach is centered around
building a world-class team of cybersecurity and compliance experts with diverse skill sets, enabling us to provide truly holistic solutions
that address the chronic shortage of highly skilled cybersecurity professionals.

 The
Proprietary Software Stack is foundational to our approach. We have developed a comprehensive suite of proprietary software solutions
powered by machine learning, artificial intelligence (AI), and dark web threat intelligence. These multilayered technologies enhance
our cybersecurity effectiveness, improve organizational resilience, and offer real-time insights to our clients, enabling them to stay
ahead of evolving threats.

 We
also emphasize Compliance, working with clients to ensure they meet industry regulations and standards. Compliance assessments, audits,
and adherence to best practices are integrated into our services, helping organizations safeguard sensitive information and minimize
risk.

 The
Cybersecurity pillar includes advanced threat detection, incident response, and ongoing risk assessments to protect client systems, networks,
and data from evolving cyber threats. Our team applies cutting-edge tools and methodologies to proactively defend against potential breaches,
minimizing downtime and mitigating damage.

 Finally,
we focus on Organizational Culture, recognizing that a strong security-first mindset is essential for resilience. By working with clients
to cultivate a culture of security, we help them make security an integral part of their operations, improving both their overall security
posture and return on cybersecurity investments.

 With
a comprehensive portfolio of scalable intellectual property solutions, proprietary software stack, and an end-to-end team of
experts, we are well-positioned for organic growth. By optimizing the user experience and leveraging digital interfaces, we can
expand our client base without overburdening our service team. This scalability will enable us to drive increased revenue and profit
margins concurrently.

 - 31 -

 Financial
Highlights

 Our
operating results for the year ended December 31, 2024 included the following:

 Total
 revenue decreased by $3.2 million to $30.8 million for the year ended December 31, 2024, as compared to the year ended December 31,
 2023.

 Total
 gross profit increased by $1.9 million to $4.5 million for the year ended December 31, 2024, as compared to the year ended December
 31, 2023.

 Results
of Operations

 Comparison
of the Year Ended December 31, 2024, to the Year Ended December 31, 2023

 Our
financial results for the year ended December 31, 2024 are summarized as follows in comparison to the year ended December 31, 2023:

 For the Year Ended

 Variance

 Revenue:

 $
 27,759,209

 $
 30,309,510

 $
 (2,550,301
)

 2,550,677

 3,631,629

 (1,080,952
)

 440,809

 -

 440,809

 Total revenue

 30,750,695

 33,941,139

 (3,190,444
)

 Cost of revenue:

 9,296,185

 9,951,160

 (654,975
)

 465,952

 594,248

 (128,296
)

 119,900

 -

 119,900

 Cost of payroll

 12,023,206

 15,992,060

 (3,968,854
)

 Stock based compensation

 4,337,807

 4,823,829

 (486,022
)

 Total cost of revenue

 26,243,050

 31,361,297

 (5,118,247
)

 Total gross profit

 4,507,645

 2,579,842

 1,927,803

 Operating expenses:

 Professional fees

 1,339,010

 3,210,625

 (1,871,615
)

 Advertising and marketing

 -

 449,231

 (449,231
)

 Selling, general and administrative

 13,081,606

 18,237,796

 (5,156,190
)

 Stock-based compensation

 4,676,664

 7,712,671

 (3,036,007
)

 Impairment of goodwill

 -

 35,933,364

 (35,933,364
)

 Total operating expenses

 19,097,280

 65,543,687

 (46,446,407
)

 Loss from operations

 (14,589,635
)

 (62,963,845
)

 48,374,210

 Other income (expense):

 Other income (expense)

 (116,061
)

 245,920

 (361,981
)

 Loss on issuance of convertible notes

 (1,022,650
)

 -

 (1,022,650
)

 Change in fair value of derivative liability

 (593,083
)

 -

 (593,083
)

 Interest expense, net

 (3,584,172
)

 (2,266,573
)

 (1,317,599
)

 Total other income (expense)

 (5,315,966
)

 (2,020,653
)

 (3,295,313
)

 Loss before income taxes

 $
 (19,905,601
)

 $
 (64,984,498
)

 $
 45,078,897

 - 32 -

managed services revenue decreased by $2,550,301, or 8%, for the year ended December 31, 2024, as compared to the year ended December
31, 2024, primarily due to lower hardware and software sales.

services revenue decreased by $1,080,952, or 30%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023,
primarily due to lower customer projects.

software revenue increased by $440,809, or 100%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023,
primarily due to our initial launch of our suite of internally developed cybersecurity software products.

 Expenses

 Cost
of Revenue

managed services cost of revenue decreased by $654,975, or 7%, for the year ended December 31, 2024, as compared to the year ended December
31, 2023, due primarily to lower hardware and software sales.

services cost of revenue decreased by $128,296, or 22%, for the year ended December 31, 2024, as compared to the year ended December
31, 2023, due to decreased use of consultants.

software cost of revenue increased by $119,900, or 100%, for the year ended December 31, 2024, as compared to the year ended December
31, 2023, primarily due to our initial launch of our suite of internally developed cybersecurity software products.

 Cost
of payroll decreased by $3,968,854, or 25%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due
to headcount reduction.

 Stock-based
compensation decreased by $486,022, or 10%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due
to the timing of recognition of the reversal of expense for options forfeited by former employees, a decrease in the number of options
granted in 2024 and certain option grants that had fully vested.

 Operating
Expenses

fees decreased by $1,871,615, or 58%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to
a decrease in accounting, legal and other professional fees incurred related to our periodic SEC filings and our efforts to raise
additional capital.

 Advertising
and marketing expenses decreased by $449,231, or 100%, for the year ended December 31, 2024, as compared to December 31, 2023, due to
utilizing internal resources for advertising and marketing activities.

 Selling,
general, and administrative expenses decreased $5,156,190, or 28%, for the year ended December 31, 2024, as compared to the year ended
December 31, 2023, due to our analysis of our carrying amount of intangible assets being impaired for the year ended December 31, 2023, reductions
in head count, and lower costs for insurance and lease expenses for the year ended December 31, 2024.

 Stock-based
compensation expenses decreased by $3,036,007, or 39%, for the year ended December 31, 2024, as compared to the year ended December 31,
2023, due to the timing of recognition of the reversal of expense for options forfeited by former employees, a decrease in the number
of options granted in 2024 and certain option grants that had fully vested.

 - 33 -

 Impairment
of goodwill decreased by $35,933,364, or 100%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023,
due to our analysis of our carrying amount of goodwill being impaired in 2023.

 Other
Income (Expense)

 Interest
expense, net increased by $1,317,599, or 58%, during the year ended December 31, 2024, as compared to the year ended December 31,
2023, due to an increase in our debt assumed and the effective interest rate on such debt.

 Loss
on issuance of convertible notes increased by $1,022,650, or 100%, during the year ended December 31, 2024, as compared to the year ended
December 31, 2023, due to our costs associated with issuing convertible notes exceeding the fair value of convertible notes.

 Change
in fair value of derivative liability increased by $593,083, or 100%, during the year ended December 31, 2024, as compared to the year
ended December 31, 2023, due to an increase in the share price of our common stock to $3.47 per share on December 31, 2024, providing
more value as of December 31, 2024 to the holders of the convertible note if they were converted at such time.

 Working
Capital

 Our
working capital as of December 31, 2024, as compared to our working capital as of December 31, 2023, is summarized as follows:

 As of

 Current assets

 $
 3,481,071

 $
 3,690,125

 Current liabilities

 24,955,647

 13,094,693

 Working capital (deficit)/surplus

 $
 (21,474,576
)

 $
 (9,404,568
)

 The
decrease in current assets is primarily due to an increase in cash and cash equivalents and prepaid cost of revenues of $750,946 and
$89,445, respectively, offset by decreases to accounts receivable and prepaid expenses and other current assets of $962,688 and $68,194
respectively. The increase in current liabilities is primarily due to the increase in accounts payable and accrued expenses, loans payable,
line of credit, derivative liability, and convertible notes payable of $2,037,617, $817,845, $1,957,938, $2,102,927, and $5,000,002, respectively.

 Cash
Flows

 Our
cash flows for the year ended December 31, 2024, as compared to our cash flows for the year ended December 31, 2023, can be summarized
as follows:

 Year Ended December 31,

 2024

 2023

 Net cash used in operating activities

 $
 (3,841,706
)

 $
 (5,920,112
)

 Net cash used in investing activities

 (83,095
)

 (160,158
)

 Net cash provided by financing activities

 3,914,162

 6,193,046

 Effect of exchange rates on cash and cash equivalents

 (59,214
)

 (883,497
)

 Decrease in cash

 $
 (69,853
)

 $
 (770,721
)

 Operating
Activities

 Net
cash used in operating activities was $3,841,706 for the year ended December 31, 2024 and was primarily due to cash used to fund a
net loss of $24,243,919, adjusted for non-cash expenses in the aggregate of $17,013,753 and additional cash increases from changes
in the levels of operating assets and liabilities in the aggregate of $3,388,460, primarily as a result of an increase in accounts
receivable, accounts payable and accrued expenses, and deferred revenue. Net cash used in operating activities was $5,920,112 for
the year ended December 31, 2023 and was primarily due to cash used to fund a net loss of $80,231,083, adjusted for non-cash
expenses in the aggregate of $64,085,528 and additional cash increases from changes in the levels of operating assets and
liabilities in the aggregate of $10,225,443, primarily as a result of an increase in accounts receivable, accounts payable and
accrued expenses, and deferred revenue.

 Investing
Activities

 Net
cash used in investing activities of $83,095 for the year ended December 31, 2024, was primarily due to cash paid to purchase property
and equipment. Net cash used in investing activities of $160,158 for the year ended December 31, 2023, was primarily due to cash paid
to purchase property and equipment.

 - 34 -

 Financing
Activities

 Net
cash provided by financing activities for the year ended December 31, 2024 was $3,914,162, which was primarily due to cash received
from the sale of our common stock, net proceeds from loans and lines of credit, and convertible notes payable of $154,947,
$8,919,412, and $2,065,000, respectively, and offset by the payment of loans and convertible notes payable, and lines of credit of
$6,157,484 and $1,067,713, respectively. Net cash provided by financing activities for the year ended December 31, 2023 was
$6,193,046, which was primarily due to cash received from the sale of our common stock, and net proceeds from loans and convertible
notes payable of $6,655,493 and $11,975,631, respectively, and offset by the payment of loans and convertible notes payable of
$12,929,931.

 Liquidity

 The
accompanying consolidated financial statements have been prepared on the basis that we will continue as a going concern, which
contemplates realization of assets and satisfying liabilities in the normal course of business. At December 31, 2024, we had an
accumulated deficit of $182,262,606 and working capital deficit of $21,474,576. For the year ended December 31, 2024, we had
negative cash flows from operations of $3,841,706. Although our company is showing positive operating cash flows and gross profit
trends, we expect to incur further losses through the end of 2025.

 To
date, we have funded operations primarily through the sale of equity in public offerings, private placements, loan proceeds, and revenue
generated by our services. During the year ended December 31, 2024, we received $154,947 from public and private offerings of our common
stock and $3,759,215 in net proceeds from our loans and convertible notes payable. On June 27, 2022, our Registration Statement on Form
S-3 was declared effective, and we may offer and sell from time to time, in one or more series, any of our securities, for total gross
proceeds up to $300,000,000. As of December 31, 2024, we had $291,190,324 of available funding from our S-3 Registration Statement from
which we may issue our securities to fund current and future operations.

 Going
Concern

 The
accompanying financial statements have been prepared on a going concern basis, which assumes the realization of assets and
satisfaction of liabilities in the normal course of business. However, due to losses incurred, substantial doubt about the
Company's ability to continue as a going concern exists.

 We
are actively evaluating strategies to obtain the necessary additional funding for future operations. These strategies may include,
obtaining equity financing, issuing debt or entering into other financing arrangements, and restructuring of operations to grow
revenues and decrease expenses. However, we may be unable to access further equity or debt financing when needed. Consequently,
there is no assurance that we will be able to obtain the necessary liquidity when needed or under acceptable terms, if at
all.

 Our
ability to continue as a going concern depends on successfully executing the plan outlined in our Growth Strategy and
eventually achieving profitable operations. The consolidated financial statements do not include any adjustments to the carrying
amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to
continue as a going concern.

 Recently
Issued Accounting Pronouncements

 See
Note 3 to our consolidated financial statements for the years ended December 31, 2024 and 2023 included elsewhere in this Annual Report.

 - 35 -

 Critical
Accounting Policies and Estimates

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported
amounts of revenue and expenses during the periods. Our significant estimates include the allowance for credit losses, the carrying value of intangible assets and goodwill,
deferred tax asset and valuation allowance, the valuation of convertible notes, derivative liabilities, the estimated fair value of assets
acquired, liabilities assumed and stock issued in business combinations, and assumptions used in the Black-Scholes-Merton pricing model,
such as expected volatility, risk-free interest rate, share price, expected dividend rate, and the adequacy of insurance reserves, could be affected by external conditions, including those unique to
us and general economic conditions. It is reasonably possible that these external factors could have an effect on our estimates and could
cause actual results to differ from those estimates.

 Fair
Value Measurement

 The
fair value measurement guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement
that should be determined based on assumptions that market participants would use in the valuation of an asset or liability. It establishes
a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority
to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under the fair value measurement guidance
are described below:

 Level
1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 Level
2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the
full term of the asset or liability; or

 Level
3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
by little or no market activity).

 Business
Combination

 We
allocate the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon
their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired
is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions, especially
at the acquisition date with respect to intangible assets. Direct transaction costs associated with the business combination are expensed
as incurred. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination
of fair values during the measurement period, which may be up to one year from the acquisition date. We include the results of operations
of the business that it has acquired in its consolidated results prospectively from the date of acquisition.

 If
the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest
in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized
in profit or loss.

 Goodwill and Indefinite-Lived Intangible Assets

and indefinite-lived intangible assets are assessed for impairment annually, or more frequently, if events occur that would indicate
a potential reduction in the fair value of a reporting unit below its carrying value. We perform our annual impairment review of goodwill
at the reporting unit level. If we determine the fair value of the reporting unit's goodwill or other indefinite-lived intangible
assets is less than their carrying value as a result of an annual or interim test, an impairment loss is recognized and reflected in
operating income or loss in the consolidated statements of operations during the period incurred. We perform our impairment assessment
based on a quantitative analysis performed for our reporting unit.

 We
review finite-lived intangible assets for impairment whenever an event occurs or circumstances change that indicate that the carrying
amount of such assets may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows
resulting from the use of an asset and its eventual disposition. Should an asset not be recoverable, an impairment loss is measured by
comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value,
an impairment loss is recognized in operating income or loss in the consolidated statements of operations during the period incurred.

 We
performed our annual impairment assessment for 2024 and concluded that no impairment of goodwill was indicated. As of December 31,
2024, we believe such assets are recoverable, however, there can be no assurance that these assets will not be impaired in future
periods. Any future impairment charges could adversely impact our results of operations.

 See
Notes 3 and 7 to our financial statements for additional information regarding goodwill and indefinite-lived assets.

 - 36 -

 Impairment
of Long-lived Assets

 We
will periodically evaluate the carrying value of long-lived assets to be held and used when events and circumstances warrant such a
review and at least annually. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash
flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on
the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily by using
the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of
are determined in a similar manner, except that fair values are reduced for the cost to dispose.

 Stock-Based

 We
measure and recognize compensation expense for equity-based awards based on the grant date fair values of the awards. For options with
service or performance-based vesting conditions, the grant date fair value is estimated using the Black-Scholes option-pricing model,
which requires management to make assumptions and apply judgment in determining the grant date fair value.

 The
most significant assumptions and judgments include estimating the expected option term, the expected stock price volatility and the risk-free
interest rates. The assumptions used in our option pricing model represent management's best estimates. If factors change and different
assumptions are used, our equity-based compensation expense could be materially different in the future. We record forfeitures when they
occur, based on our lack of historical data available to estimate an appropriate forfeiture rate. Changes in our forfeiture rate can
have a significant impact on our equity-based compensation expense since the cumulative effect of adjusting the forfeiture rate is recognized
in the period in which the estimate is changed.

 We
will continue to use judgment in evaluating the assumptions related to our equity-based awards on a prospective basis. As we continue
to accumulate additional data related to our awards, we may refine our estimates, which could materially impact our future equity-based
compensation expense.

Recognition

 Our
agreements with clients are primarily service contracts that range in duration from a few months to three years. We recognize revenue
when control of these services is transferred to the client for an amount, referred to as the transaction price, which reflects the consideration
to which we are expected to be entitled in exchange for those goods or services.

 A
contract with a client exists only when:

 the
 parties to the contract have approved it and are committed to perform their respective obligations;

 we
 can identify each party's rights regarding the distinct services to be transferred ("performance obligations");

 we
 can determine the transaction price for the services to be transferred; and

 the
 contract has commercial substance, and it is probable that we will collect the consideration to which it will be entitled in exchange
 for the goods or services that will be transferred to the client.

 We
do not adjust the promised amount of consideration for the effects of a significant financing component since we expect, at contract
inception, that the period between the time of transfer of the promised goods or services to the client and the time the client pays
for these goods or services to be generally one year or less. Our credit terms to clients generally average thirty days, although in
some cases payments are required in 15 days.

 We
do not disclose the value of unsatisfied performance obligations for contracts with original expected duration of one year or less.

 See
Note 3 to our consolidated financial statements for the years ended December 31, 2024 and 2023 included elsewhere in this Annual Report
for additional information regarding revenue recognition and deferred revenue.

 Reimbursed
Expenses

 We
include reimbursed expenses in revenue and cost of revenue as we are primarily responsible for fulfilling the promise to provide the
specified service, including the integration of the related services into a combined output to the client, which are inseparable from
the integrated service. These costs include such items as consumables, transportation, and travel expenses, over which we have discretion
in establishing prices.

 - 37 -

 Cost
of Revenue

 Cost of revenue include the following:

and benefits for billable employees and consultants directly involved in delivering service offerings and engagements;

 Consumables
used in the provision of services; and

 Other expenses directly related
 to service contracts, such as professional services, meals, and travel expenses.

 Volatility
in Stock-Based Compensation

 We
determine the expected stock price volatility based on the historical volatility of our common stock.

 Change
in fair value of derivative liability

 The
automatic discounted share-settlement feature of our convertible notes issued in December 2024 is an embedded derivative requiring bifurcation
accounting as (1) the feature was not clearly and closely related to the debt host and (2) the feature met the definition of a derivative
under ASC 815 (Derivatives and Hedging).

 The
bifurcated embedded features were initially recorded on the balance sheet at their fair value on the date of issuance. After the initial
recognition, the fair value of the embedded derivative feature changed over time due to changes in our share price. The change in fair
value has been included in our statement of operations.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial
condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Because
we are a smaller reporting company, we are not required to provide the information called for by this Item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information called for by Item 8 is included beginning on page F-1 contained in this Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are
designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized,
and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated
to our management, including Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

 - 38 -

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation,
our CEO and CFO concluded that, as of December 31, 2024, our disclosure controls and procedures are designed at a reasonable assurance
level and are effective to provide reasonable assurance that information we are required to disclose in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms,
and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely
decisions regarding required disclosure.

 Limitations
on Effectiveness of Controls and Procedures

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.

 Changes
in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Management's
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting based on the framework
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Our internal control over financial reporting is a process designed under the supervision of its principal executive and
principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting
purposes in accordance with United States generally accepted accounting principles. Based on our assessment under this framework, our management
concluded that our internal control over financial reporting was effective as of December 31, 2024.

 Our
independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial
reporting pursuant to Section 404 until we are no longer an "emerging growth company" nor a non-accelerated filer.

 ITEM
9B. OTHER INFORMATION

 During the quarter ended December 31, 2024, no director or officer of our company adopted or terminated a "Rule
10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation
S-K).

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 - 39 -

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth certain information regarding our Directors and Executive Officers. The age of each Director and Executive
Officer listed below is given as of March 24, 2025.

 Name

 Age

 Position

 David

 Chief
 Executive Officer and Director

 Debra
 L. Smith

 Chief
 Financial Officer

 Kyle J. Young

 Interim Chief Operating Officer

 K. McCain (1) (2)

 Phillip
 Balatsos (1) (3)

 Mohsen
 (Michael) Khorassani (2)(3)

 Hancox (1) (2) (3)

 (1)

 Member
 of the Audit Committee

 (2)

 Member
 of the Compensation Committee

 (3)

 Member
 of the Governance and Nominating Committee

 Our
Executive Officers

 David
G. Jemmett – Chief Executive Officer and Director

 Mr. Jemmett has served as our
Chief Executive Officer and a director since the company's formation in March 2019. He founded GenResults in June 2015, which was
acquired by our company in April 2019. Prior to this, he served as Chief Executive Officer of NantCloud, LLC in 2014, a provider of secure
cloud-hosted applications for healthcare, and as Chief Technology Officer of NantWorks, LLC, the parent company of the "Nant"
family of companies. From 2005 to 2013, Mr. Jemmett was the founder and Chief Executive Officer of ClearDATA Networks Corporation, a leading
HIPAA-compliant hosting company specializing in healthcare.

 Mr. Jemmett has
deep expertise in both technology and business, having led innovation in the cybersecurity and healthcare technology sectors. He is
a recognized leader, having appeared on CBS, CNN, MSNBC, and CSPAN, and testified before the U.S. Senate Subcommittee on
Telecommunications and Internet Security in 1998. Mr. Jemmett is also a published author and today sits on the Forbes technology
counsel. With extensive leadership experience, a strong technical background, and significant equity ownership, Mr. Jemmett is
well-positioned to lead our company and serve as a director.

 Debra
L. Smith – Chief Financial Officer

 Ms.
Smith has served as our Chief Financial Officer since June 2021. Ms. Smith previously served as a director on our Board of Directors
from May 2023 to January 2025. Ms. Smith served as our Executive Vice President of Finance and Accounting from February 2021 to June
2021. Prior to joining our company, Ms. Smith served as Executive Vice President of Finance at Arrivia Inc. from January 2020 to
February 2021 and Controller and, subsequently, Chief Accounting Officer at BeyondTrust from October 2016 to January 2020. Ms. Smith
received a Bachelor of Science degree in Accounting, Summa Cum Laude, from DeVry University and a Master's degree in
Counseling with Honors from Argosy University.

 Kyle
J. Young – Interim Chief Operating Officer

 Mr.
Young has served as our Interim Chief Operating Officer since March 2023. Previously Mr. Young served as our Executive Vice President,
Operations from January 2022 to March 2023 and as our Vice President, Operations from February 2021 to January 2022. Mr. Young served
in various roles at BeyondTrust Software, a U.S.-based cybersecurity vendor, from December 2007 to February 2022, most recently serving
as its Vice President, Business and Sales Operations. Mr. Young holds a bachelor's degree in Speech Communications & Rhetoric
from the University of Illinois Urbana-Champaign.

 - 40 -

 Our
Directors

K. McCain – Director

 Mr.
McCain has served as a director of our company since May 2019. He has served as the President and Chief Executive Officer for
Hensley Beverage Company since January 2024, and previously served as President and Chief Operating Officer from 2014 through
January 2024. He is Chairman of Hensley Employee Foundation and a Patrons Committee member of United Methodist Outreach
Ministries' New Day Centers. He is past Chairman of the Board of the Fiesta Bowl, past Chairman of the Anheuser-Busch National
Wholesaler Advisory Panel, past Chairman of the Greater Phoenix Chamber of Commerce, past board member of the Arizona Super Bowl
Host Committee, and past board member of the Arizona 2016 College Football Championship Local Organizing Committee. Mr. McCain
received his Bachelor of Arts in Mathematics in 1984 and an MBA in 1986 from Vanderbilt University.

 We
believe Mr. McCain is qualified for service as a director of our company due to his significant business experience and leadership.

 Phillip
Balatsos – Director

 Mr.
Balatsos has served as a director of our company since January 2025. As Vice President at XP Investments US LLC, he has
significantly expanded the firm's presence in North America and Europe, achieving a 300% increase in FX revenue. Previously,
Mr. Balatsos was Director at Barclays Capital, where he managed high-value institutional relationships and led joint ventures that
boosted annual revenues by millions. He began his career at Credit Suisse, rapidly advancing to Vice President supporting hedge fund
sales. His entrepreneurial ventures include owning Thomas-Mackey Veterinarian Service, SeaPath Advisory LLC, and TwoMacks Properties
LLC, which demonstrate his diverse expertise. He also served on the Board of Directors for Sadot Group Inc., contributing to the
company's strategic growth. Mr. Balatsos holds a Bachelor of Science in Business Administration from Skidmore College and has
received leadership recognition in various roles.

 We believe Mr.
Balatsos is qualified for service as a director of our company due to his significant experience with financial markets and
his executive and board experience at other companies.

 - 41 -

 Mohsen
(Michael) Khorassani – Director

 Mr.
Khorassani has served as a director since January 2025. He has served as founder and CEO of Orion 4, a corporate advisory firm, since
March of 2019 where he has served as capital markets, business development and marketing advisor for many public and private companies.
Before founding Orion, he spent nineteen years at Oppenheimer Private Client Division as Director of Investments focused on building
and developing a successful wealth management practice. He was responsible for advising both high net-worth and institutional clients.
Prior to joining Oppenheimer, he served as a Vice President at Oscar Gruss & Son, an institutional NYSE member firm where he was
responsible for helping build the firm's retail division. His responsibilities included recruiting advisors, managing teams, and
sales and trading. Prior to Oscar Gruss and Son, he spent four years at Gruntal and Co. as V.P of Investments. He started his financial
services career at Lehman Brothers two years earlier. Mr. Khorassani has demonstrated extensive understanding of the capital markets
over his thirty years of Wall Street experience and brings with him a wealth of knowledge and a deep bench of personal relationships.

 We believe Mr. Khorassani is qualified
for service as a director of our company due to his significant experience in financial markets and leadership experience with publicly traded companies.

Hancox – Director

 Mr.
Hancox has served as a director since January 2025. As the Founder and Managing Member of Block 8 Ventures, he has successfully
invested in over 25 blockchain projects and provided strategic consulting to high-growth companies. Previously, he co-founded
Katapult (NASDAQ: KPLTW) and served as COO, raising over $250M in capital and expanding the team to 100+ members. Andrew's
experience includes a role as an analyst at Permian Investment Partners, where he evaluated and recommended equity investments, and
as the Co-Founder and CEO of Anderson Audio Visual, growing the company to $40M in sales. His educational background includes
studies in Law and Mathematics from Victoria University (New Zealand) and a Private Equity and Investment Banking Program from the
Institute of Banking and Finance (New York). Mr. Hancox is also a lead mentor at Entrepreneurs Roundtable Accelerator and Parallel
18, an accomplished skier, marathon runner, and avid traveler, having visited 107 countries. Originally from New Zealand, he
currently splits his time between New York, NY and San Juan, PR.

 We believe Mr. Hancox is qualified
for service as a director of our company due to his significant experience in investment analysis and leadership positions with other companies.

 Pursuant to that certain Securities Purchase Agreement, dated December 10, 2024, by and among the company and certain
investors (as defined therein), Messrs. Baltsos, Khorassani, and Hancox were appointed to the Board of Directors.

 Board
Constitution

 Our
Board of Directors currently consists of five members. All directors hold office until the next annual meeting of stockholders. At each
annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and
qualification until the next annual meeting following election.

Independence

 Our
Board of Directors is comprised of a majority of independent directors, as "independence," is defined by the listing standards
of The Nasdaq Stock Market and by the SEC. Our Board of Directors has concluded that each of Messrs. McCain, Balatsos, Khorassani and Hancox are "independent", having concluded that any relationship between such director and our company, in its opinion,
does not interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Mr. Jemmett is an employee
director.

 Board
Committees

 Our
Board of Directors has three standing committees: the Audit Committee, the Compensation Committee, and Governance and Nominating Committee.

 Audit
Committee

 The
Audit Committee of our Board of Directors was established in accordance with Rule 10A-3 promulgated under the Exchange Act. The
current members of our Audit Committee are Messrs. McCain, Hancox, and Balatsos with Mr. McCain serving as the chair. Each member of
the Audit Committee meets the independence and other requirements to serve on our Audit Committee under The Nasdaq Stock Market
Rules and the rules of the SEC. In addition, our Board of Directors determined that each of Messrs. McCain, Hancox, and Balatsos is considered an
"audit committee financial expert" as defined in the rules of the SEC.

 Former directors
Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Audit Committee during fiscal year 2024 until their resignation
in January 2025.

 The
Audit Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Audit Committee, a copy of which is
posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-audit-committee.
The principal functions of the Audit Committee are to oversee our accounting and financial reporting processes and the audits of our
consolidated financial statements; oversee our relationship with our independent auditors, including selecting, evaluating, and setting
the compensation of, and approving all audit and non-audit services to be performed by the independent auditors; and facilitate communication
among our independent registered public accounting firm and our financial and senior management.

Committee

 We
have a standing Compensation Committee of our Board of Directors. The members of our Compensation Committee are Messrs. Khorassani,
Hancox, and McCain, with Mr. Khorassani serving as the chair. Each member of the Compensation Committee meets the independence and
other requirements to serve on our Compensation Committee under The Nasdaq Stock Market Rules and the rules of the SEC.

 Former directors
Reid S. Holbrook and Ernest M. (Kiki) VanDeWeghe, III, served on the Compensation Committee during fiscal year 2024 until their
resignation in January 2025.

 The
Compensation Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Compensation Committee, a copy
of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-compensation-committee.
The Compensation Committee has responsibilities relating to the performance evaluation and the compensation of our Chief Executive Officer;
the compensation of our executive officers and directors; and our significant compensation arrangements, plans, policies, and programs,
including our stock compensation plans. Certain of our executive officers, our outside counsel, and consultants may occasionally attend
the meetings of the Compensation Committee. However, no officer of our company is present during discussions or deliberations regarding
that officer's own compensation.

 - 42 -

 Governance
and Nominating Committee

 We
have a standing Governance and Nominating Committee of our Board of Directors. The current members of our Governance and Nominating
Committee are Messrs. Balatsos, Khorassani and Hancox, with Mr. Hancox serving as the chair. Each of Messrs. Balatsos, Khorassani and Hancox
meets the independence and other requirements to serve on our Governance and Nominating Committee under The Nasdaq Stock Market
Rules and the rules of the SEC.

 Former directors
Reid S. Holbrook, Ret. General Robert C. Oaks, and Ernest M. (Kiki) VanDeWeghe, III, served on the Governance and Nominating
Committee during fiscal year 2024 until their resignation in January 2025.

 The
Governance and Nominating Committee was formed in 2021. Our Board of Directors has adopted a written charter for the Governance and Nominating
Committee, a copy of which is posted in the Investor Resources and Corporate Governance section of our website at www.ciso.inc/investor-relations/charter-of-the-nominating-and-corporate-governance-committee.
The Governance and Nominating Committee considers the performance of the members of our Board of Directors and nominees for director
positions and evaluates and oversees corporate governance and related issues.

 The
goal of the Governance and Nominating Committee is to ensure that our directors possess a variety of perspectives and skills derived
from high-quality business and professional experience. The Governance and Nominating Committee seeks to achieve a balance of knowledge,
experience, and capability on our Board of Directors. To this end, the Governance and Nominating Committee seeks nominees with the highest
professional and personal ethics and values, an understanding of our business and industry, diversity of business experience and expertise,
a high level of education, broad-based business acumen, and the ability to think strategically. Although the Governance and Nominating
Committee uses these and other criteria to evaluate potential nominees to our Board of Directors, it has no stated minimum criteria for
such nominees. The Governance and Nominating Committee does not use different standards to evaluate nominees depending on whether they
are proposed by our directors and management or by our stockholders. To date, we have not paid any third parties to assist us in this
process.

 Code
of Ethics

 We
have adopted a Code of Ethics and Business Conduct ("Code of Ethics") that sets forth various policies and procedures to
promote ethical behavior and that applies to all our directors, officers and employees. The Code of Ethics is publicly available on our
website at www.ciso.inc. Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics requiring
disclosure under applicable SEC rules will be disclosed on our website.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act, requires officers and directors of our company and persons who beneficially own more than 10% of a registered
class of our company's equity securities to file initial statements of beneficial ownership of common stock (Form 3) and statements
of changes in beneficial ownership of common stock (Forms 4 or 5) with the SEC. Officers, directors, and greater than 10% stockholders
are required by SEC regulations to furnish us with copies of all such forms they file.

 Based
solely on our review of such reports and certain representations from each reporting person, we believe that during 2024, all Section
16(a) filing requirements were satisfied on a timely basis.

 Inside
Trading Policy Disclosure

 We have
adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers,
and employees. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules,
and regulations and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to
this Annual Report on Form 10-K.

 - 43 -

 ITEM
11. EXECUTIVE COMPENSATION

 Fiscal 2024 Summary Compensation Table

 The
following table shows the total compensation paid or accrued during the years ended December 31, 2024 and 2023 to our Chief Executive
Officer, and our next two most highly compensated executive officers who were serving as executive officers on December 31, 2024, (collectively,
our "named executive officers").

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock Awards
 ($)

 Option Awards
 ($) (1)

 Non-Equity Incentive Plan Compensation
 ($)

 Non-qualified Deferred Compensation Earnings
 ($)

 All Other Compensation
 ($) (2)

 Total
 ($)

 David G. Jemmett

 2024

 339,295

 -

 -

 -

 -

 -

 340,120

 Chief Executive Officer

 2023

 315,105

 62,500

 -

 -

 -

 -

 14,118

 391,723

 Debra L. Smith

 2024

 295,255

 -

 -

 -

 -

 -

 296,080

 Chief Financial Officer

 2023

 280,642

 53,125

 -

 -

 -

 -

 7,576

 341,343

 Kyle J. Young

 2024

 295,255

 -

 -

 -

 -

 -

 296,080

 Interim Chief Operating Officer (3)

 2023

 274,392

 48,000

 -

 -

 -

 -

 12,168

 334,560

 (1)

 The
 amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive officer, calculated
 in accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily
 reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock
 options in this column is a non-cash expense that reflects the fair value of the stock options on the grant date and therefore does
 not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because
 the actual value depends on the number of options exercised and the market price of our common stock on the date of exercise. For
 a discussion of the assumptions made in the valuation of the stock options, see Note 10 to our consolidated financial statements
 included in our Annual Report on Form 10-K for the year ended December 31, 2024.

 (2)

 The
 amounts in the "All Other Compensation" column consist of certain benefits provided to our NEOs, which are generally
 available to our similarly situated employees. For Mr. Jemmett, Ms. Smith, and Mr. Young the amounts in this column consist of a
 technology stipend ($825).

 (3)

 Mr.
 Young was appointed to serve as our Interim Chief Operating Officer on March 31, 2023.

 - 44 -

 Outstanding
Equity Awards as of December 31, 2024

 The
following table summarizes the outstanding equity awards held by each named executive officer as of December 31, 2024.

 Name

 Grant
 Date

 Number
 of Shares Underlying Unexercised Options (#) Exercisable

 Number
 of Shares Underlying Unexercised Options (#) Unexercisable

 Option
 Exercise Price ($)

 Option

 Expiration Date

 David

 -

 -

 -

 -

 -

 Debra
 L. Smith

 February
 1, 2021
 (1)

 33,332

 -

 30.00

 February
 1, 2026

 31, 2021
 (2)

 75.00

 31, 2031

 14, 2022
 (1)(3)

 32,361

 45.30

 14, 2032

 Kyle
 J. Young

 February
 1, 2021
 (1)

 33,332

 -

 30.00

 February
 1, 2026

 31, 2021
 (2)

 75.00

 31, 2031

 14, 2022
 (1)(3)

 32,361

 45.30

 14, 2032

 (1)

 30%
 of the shares underlying this option vested on the one-year anniversary of the grant date with the remainder vesting month over the
 subsequent 24-month period.

 (2)

 25%
 of the shares underlying this option vested on the one-year anniversary of the grant date with the remainder vesting monthly over
 the subsequent 36-month period.

 (3)

 On
 August 22, 2022, we repriced these option grants to reflect an exercise price equal to the fair value of our common stock. Vesting
 provisions of these option grant remained on the same terms as the original option grant.

 Policies and Practices
Related to the Grant of Certain Equity Awards

 We do not have any formal policies or practices regarding the timing of awards of options in relation to the disclosure
of material nonpublic information. Our Board of Directors and Compensation Committee do not take material nonpublic information into account
when determining the timing and terms of such awards, and we do not time the disclosure of material nonpublic information for the purpose
of affecting the value of executive compensation. The timing of any awards of options to executive officers in connection with new hires,
promotions, or other non-routine grants is generally tied to the event giving rise to the award, such as an executive officer's
commencement of employment or promotion effective date. As a result, the timing of the award of options occurs independent of the release
of any material nonpublic information. However, we have not made any grants of stock options since 2022.

 Retirement
Plans

 We
maintain a tax-qualified Section 401(k) retirement savings plan for our executive officers and other employees who satisfy the eligibility
requirements. Under this plan, participants may elect to make pre-tax or Roth contributions of up to a certain portion of their current
compensation, not to exceed the applicable statutory income tax limitation. We intend for the plan to qualify under Section 401(a) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"), enabling contributions by participants to the plan, and
income earned on plan contributions, to not be taxable to participants until withdrawn from the plan.

 Employment
Agreements with our Named Executive Officers

 David

 On
September 30, 2019, we entered into an employment agreement with Mr. Jemmett to serve as our Chief Executive Officer (the "Jemmett
Employment Agreement"). The Jemmett Employment Agreement is evergreen and can be terminated by either party. Pursuant to the Jemmett
Employment Agreement, the Board of Directors approved an increase to Mr. Jemmett's annual base salary from $250,000 to $375,000
and may be increased hereafter from time to time at the discretion of the Board of Directors. Mr. Jemmett's base salary may be
increased in accordance with our normal compensation and performance review policies. He is entitled to receive a discretionary annual
bonus of up to 100% of his annual base salary, at the discretion of our Board of Directors, based on performance and our objectives.
Subject to approval by our Board of Directors, Mr. Jemmett is entitled to stock options under our 2019 Equity Incentive Plan. The stock
options will vest at 33% on the one-year anniversary of the Jemmett Employment Agreement and the remaining 66% of the options will vest
monthly over the next 12 months. As of December 31, 2024, our Board of Directors had not approved or granted any stock options to Mr.
Jemmett. On December 31, 2023, a bonus of $187,500 was accrued for Mr. Jemmett but has not yet been paid. As of December 31, 2024, $34,142
of base salary was accrued and unpaid to Mr. Jemmett. Mr. Jemmett is also eligible to participate in our standard benefit plans.

 - 45 -

 Debra
L. Smith

 On
December 31, 2020, we entered into an employment agreement with Ms. Smith to serve as our Executive Vice President of Finance, effective
as of February 1, 2021 (the "Smith Employment Agreement"). Pursuant to the Smith Employment Agreement, the Board of Directors
approved an increase to Ms. Smith's annual base salary from $200,000 to $350,000 and may be increased hereafter from time to time
at the discretion of the Board of Directors. Ms. Smith also earns a guaranteed bonus of $60,000 to be paid quarterly, and an additional
$60,000 at the end of each fiscal year at the discretion of our Board of Directors. On December 31, 2023, a bonus of $114,375 was accrued
for Ms. Smith but has not yet been paid. As of December 31, 2024, $53,285 of base salary was accrued and unpaid to Ms. Smith. Ms. Smith
is also eligible to participate in our standard benefit plans. On June 18, 2021, we appointed Ms. Smith to serve as Chief Financial Officer.
The terms of the original Smith Employment Agreement remained in force.

 Kyle
J. Young

 On
March 31, 2023, we entered into an employment agreement with Mr. Young to serve as our Chief Operating Officer (the "Young Employment
Agreement"). The Young Employment Agreement is evergreen and can be terminated by either party. Pursuant to the Young Employment
Agreement, the Board of Directors approved an increase to Mr. Young's annual base salary from $200,000 to $350,000, and an annual
bonus between 20% and 100% of base annual salary at the discretion of our Board of Directors. On December 31, 2023, a bonus of $142,500
was accrued for Mr. Young but has not yet been paid. As of December 31, 2024, $53,285 of base salary was accrued and unpaid to Mr. Young.
Mr. Young is also eligible to participate in our standard benefit plans.

 The
following table sets forth for each non-employee director certain information concerning their compensation for the year ended December
31, 2024:

 Name (1)

 Fees Earned or
 Paid in Cash
 ($)

 Stock Awards ($)

 Option Awards ($) (2)

 Non-equity Incentive Plan Compensation ($)

 Nonqualified Deferred Compensation Earnings
 ($)

 All Other Compensation ($)

 Total
 ($)

 Reid S. Holbrook

 -

 -

 -

 -

 -

 -

 -

 Andrew K. McCain

 -

 -

 -

 -

 -

 -

 -

 Ret. General Robert C. Oaks

 -

 -

 -

 -

 -

 -

 -

 Ernest M. (Kiki) VanDeWeghe, III

 -

 -

 -

 -

 -

 -

 -

 Brett Chugg

 -

 -

 44,820

 -

 -

 -

 44,820

 Notes:

 (1)

 All
 directors receive reimbursement for reasonable out-of-pocket expenses in attending Board meetings and for participating in our business.

 (2)

 The
 amounts in this column reflect the fair value on the grant date of the option awards granted to the named executive, calculated in
 accordance with ASC Topic 718. Stock options were valued using the Black-Scholes model. The grant-date fair value does not necessarily
 reflect the value of shares which may be received in the future with respect to these awards. The grant-date fair value of the stock
 options in this column is a non-cash expense that reflects the fair value of the stock options on the grant date and therefore does
 not affect our cash balance. The fair value of the stock options will likely vary from the actual value the holder receives because
 the actual value depends on the number of options exercised and the market price of our common stock on the date of exercise. For
 a discussion of the assumptions made in the valuation of the stock options, see Note 10 to our consolidated financial statements,
 which are included in our Annual Report on Form 10-K for the year ended December 31, 2024.

 - 46 -

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 24, 2025 for
(a) the named executive officers, (b) each of our directors, (c) all of our current directors and executive officers as a group and (d)
each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with
the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may
be acquired by an individual or group within 60 days of March 24, 2025 pursuant to the exercise of options or warrants to be outstanding
for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, we believe
that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be
beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 16,458,933
shares of common stock outstanding on March 24, 2025.

Ownership of Certain Beneficial Holders

 Name and Address of
 Beneficial Owner (1)

 Amount and Nature of
 Beneficial Ownership

 Percent

 Jemmett Enterprises, LLC

 4,429,000
 (2)

 26.91
 %

 Stephen H. Scott, Jr.

 1,203,335
 (3)

 7.31
 %

Ownership of Directors and Executive Officers

 Name and Address of
 Beneficial Owner (1)

 Amount and Nature of
 Beneficial Ownership

 Percent

 David G. Jemmett

 4,629,001
 (4)

 28.12
 %

 Debra L. Smith

 66,955
 (5)

 *

 Kyle J. Young

 66,955
 (5)

 *

 Phillip Balatsos

 —

 —

 Mohsen (Michael) Khorassani

 —

 —

 Andrew Hancox

 —

 —

 Andrew K. McCain

 585,001
 (6)

 3.43
 %

 Directors & Executive Officers as a Group (7 persons)

 5,347,912
 (7)

 31.55
 %

 Notes:

 *

 Less
 than 1% of the outstanding shares of common stock.

 (1)

 Unless
 otherwise indicated, the address of record is c/o CISO Global, Inc., 6900 E. Camelback Road, Suite 900, Scottsdale, Arizona 85251.

 (2)

 Mr.
 Jemmett is the managing member of Jemmett Enterprises, LLC and has voting and dispositive power over such shares.

 (3)

 Consists
 of (i) 853,334 shares held directly by Mr. Scott; (ii) 333,334 shares beneficially held by TVMT LLC; and (iii) 16,667 shares beneficially
 held by JLS 401k Trust.

 (4)

 Consists
 of (i) 4,429,000 shares held by Jemmett Enterprises, LLC, of which Mr. Jemmett is the managing member and has voting and dispositive
 power over such shares; (ii) 133,334 shares held by Xander LLC, of which Mr. Jemmett and his wife are the sole members and have voting
 and dispositive power over such shares; and (iii) 66,667 shares held by Dana Borgman Trust.

 (5)

 Consists
 of 66,955 shares issuable upon exercise of options exercisable within 60 days after March 24, 2025.

 (6)

 Consists
 of (i) 25,001 shares held indirectly as executor of the Andrew and Lucy McCain Family Trust, for which Mr. McCain has voting and
 dispositive power; (ii) 200,001 shares held by Hensley & Company, for which Mr. McCain has voting and dispositive power; (iii)
 26,666 shares issuable upon the exercise of options exercisable within 60 days after March 24, 2025; and (iv) 333,333 shares issuable
 upon the conversion of a note payable held by Hensley & Company.

 (7)

 Includes
 160,576 shares issuable upon the exercise of stock options and 333,333 shares issuable upon conversion of a note payable.

 - 47 -

 The
following table sets forth information with respect to our common stock that may be issued upon the exercise of stock options under our
equity compensation plans as of December 31, 2024:

 Plan Category

 Number of Securities to be Issued Upon Exercise of Outstanding Options

 Weighted-Average Exercise Price of Outstanding Options

 Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 1,523,691

 $
 37.34

 4,814,330

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 1,523,691

 $
 37.34

 4,814,330

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as set out below, during the year ended December 31, 2024, there were no transactions, or currently proposed transactions, in which we
were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets
at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect
material interest:

 any
 director or executive officer of our company;

 any
 person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding
 shares of common stock;

 any
 promoters and control persons; and

 any
 member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

 Independent
Consulting Agreement with Stephen Scott

 In
August 2020, we entered into an Independent Consulting Agreement with Stephen Scott, a significant stockholder due to his beneficial
ownership, with respect to advisory and consulting services relating to our strategic and business development, and sales and marketing.
Mr. Scott received a consulting fee of $11,500 per month for such services until July 2023.

 In
July 2023, we entered into an Independent Consulting Agreement with Mr. Scott, as amended in June 2024, to provide, on a
non-exclusive basis, advisory and consulting services relating to our strategic and business development, intellectual property
development, banking relationships, and strategic mergers and acquisitions for a period of one year. Mr. Scott will receive a consulting fee of
$15,000 per month for such services under the terms of this agreement. During the years ended December 31, 2024 and 2023, we paid
consulting fees to Mr. Scott in the amounts of $180,000 and $159,000, respectively.

Services Agreement with Hensley Beverage Company

 In
July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company, an entity affiliated with Mr. McCain, a
director of our company, to provide secured managed services. We also may be engaged by Hensley Beverage Company from time to time to
provide other related services outside the scope of the Managed Services Agreement. While the agreement provides for a term through December
31, 2021, the agreement will continue until terminated by either party. For the years ended December 31, 2024 and 2023, we received $2,283,995
and $1,417,398, respectively from Hensley Beverage Company for contracted services and had an outstanding receivable balance of zero
and $152,213 as of December 31, 2024 and 2023, respectively. The payments received during the year ended December 31, 2024, included
a payments for future services, of which $191,633 remains outstanding.

 Convertible
Note Payable with Hensley Beverage Company

 In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $5,000,000 bearing an interest
rate of 10.00% per annum. The principal amount, together with accrued and unpaid interest was due on March 20, 2025. At any time prior
to or on the maturity date, Hensley & Company was permitted to convert all or any portion of the outstanding principal amount and
all accrued and unpaid interest thereon into shares of our common stock at a conversion price of $18.00 per share. During the year ended
December 31, 2024 and 2023, we recorded interest expense of $500,000 and $388,888, respectively, and as of December 31, 2024 and 2023,
we had accrued interest of $888,888 and $388,888, respectively. Andy McCain, a director of our company, is President and Chief Executive
Officer of Hensley & Company.

Independence

 See
"Directors, Executive Officers and Corporate Governance – Director Independence" and "Directors, Executive Officers
and Corporate Governance – Board Committees" in Item 10 above.

 - 48 -

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Our
Audit Committee has appointed Semple, Marchal & Cooper, LLP ("SMC") to audit the consolidated financial statements of
our company for the fiscal year ending December 31, 2024. The following table sets forth the fees billed to our company for professional
services rendered by SMC for the years ended December 31, 2024 and 2023:

 2024

 2023

 Audit fees (1)

 $
 506,078

 $
 498,395

 Audit-related fees (2)

 30,571

 51,863

 Tax fees (3)

 90,600

 65,827

 All other fees (4)

 -

 17,235

 Total fees

 $
 627,249

 $
 633,320

 (1)

 Audit
 fees consisted of billing for professional services normally provided in connection with statutory and regulatory filings, including
 (i) fees associated with the audits of our financial statements for the years ended December 31, 2024 and 2023 and, (ii) fees associated
 with quarterly reviews for the quarters ended March 31, 2024 and 2023, June 30, 2024 and 2023, and September 30, 2024 and 2023.

 (2)

 Audit
 related fees consisted of billings for professional services for reviews of our periodic filings under form 10-K and 10-Q and employee
 benefit plan audit for the years ended December 31, 2024 and 2023.

 (3)

 Tax
 fees consisted primarily of tax related advisory and preparation services.

 (4)

 Fees
 for permitted services other than the services reported in audit fees, audit-related fees, and tax fees.

 Audit
Committee Pre-Approval Policies

 The
charter of our Audit Committee provides that the authority and responsibilities of our Audit Committee include the pre-approval of all
audit and permitted non-audit and tax services that may be provided by our independent auditors or other registered public accounting
firms, and the establishment of policies and procedures for the Audit Committee's pre-approval of permitted services by our independent
auditors or other registered public accounting firms on an on-going basis.

 For
audit services, each year our independent auditor provides our Audit Committee with an engagement letter outlining the scope of the audit
services proposed to be performed during the year, which must be formally accepted by our Audit Committee before the audit commences
prior to engagement of an independent auditor for next year's audit, management will submit an aggregate of services expected to
be rendered during that year for each of three categories of services to our Audit Committee for approval.

 All
of the services provided by SMC described above under the caption "Audit-Related Fees" were approved by our Audit Committee
pursuant to our Audit Committee's pre-approval policies.

 - 49 -

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as a part of the report:

 (1)

 For
 a list of the financial statements included herein, see the index to the financial statements beginning on page F-1 of this Annual
 Report on Form 10-K, incorporated into this Item by reference.

 (2)

 Financial
 statement schedules have been omitted because they are either not required or not applicable or the information is included in the
 consolidated financial statements or the notes thereto.

 (b)

 Exhibits.

 Exhibit

 Incorporated
 by Reference

 Number

 Exhibit
 Description

 Form

 Exhibit

 Filing
 Date

 2.1

 Agreement for the Purchase and Sale of Limited Liability Company Interests of GenResults, LLC dated April 12, 2019

 10-12G

 10.1

 10/2/2019

 2.2**

 Agreement and Plan of Merger by and among the Registrant, TalaTek, LLC, TalaTek Merger Sub and Baan Alsinawi dated September 23, 2019

 10-12G

 2.2

 10/2/2019

 2.3

 Stock Purchase Agreement by and among the Registrant, Technologyville, Inc. and Brian Yelm dated May 25, 2020

 10.1

 5/29/2020

 2.4

 Share Purchase Agreement among the Registrant, Clear Skies Security, LLC and all of its Members dated July 31, 2020

 10.1

 8/6/2020

 2.5**

 Agreement and Plan of Merger by and among the Registrant, Alpine Merger Sub, LLC, Alpine Security, LLC and Christian Espinosa dated December 16, 2020

 10.1

 12/21/2020

 2.6**

 Amended and Restated Agreement and Plan of Merger by and among the Registrant, Catapult Acquisition Merger Sub, LLC, Catapult Acquisition Corporation, the shareholders of Catapult Acquisition Corporation and Darek Hahn dated July 26, 2021

 10.1

 08/02/2021

 2.7**

 Stock Purchase Agreement by and among the Registrant, Atlantic Technology Systems, Inc., Atlantic Technology Enterprises, Inc., and James Montagne and Miriam Montagne as sole shareholders, dated October 1, 2021

 10.1

 10/07/2021

 2.8**

 Agreement and Plan of Merger by and among the Registrant, RED74 Merger Sub, LLC, RED74 LLC, Ticato Holdings, Inc. and Tim Coleman dated October 8, 2021

 10.1

 11/15/2021

 2.9**

 Stock Purchase Agreement by and among the Registrant, Southford Equities, Inc., a British Virgin Islands based company and David Esteban Alfaro Medina, Roberto Andr s Arriagada Poblete and Camilo Orlando Garrido Briones dated December 1, 2021

 10.1

 12/06/2021

 2.10

 Stock Purchase Agreement among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022

 10.1

 01/06/2022

 2.11**

 Agreement and Plan of Merger among the Registrant and certain shareholders of True Digital Security Inc. dated January 5, 2022

 10.2

 01/06/2022

 2.12

 Stock Purchase Agreement by and among the Registrant and Southford Equities, Inc., David Esteban Alfaro Medina, Roberto Andr s Arriagada Poblete, Camilo Orlando Garrido Briones, dated July 1, 2024

 10.1

 07/05/2024

 2.13

 Stock Purchase Agreement by and among the Registrant and CT Group, LP, Alejandro Torchio, Datadeck, LP, Diego Cabai, Woodface, LP, Rodrigo Astorga. VMT Technologies, LP, Jos Williams Torres Valenzuela, Quijote Ventures, LP, Lucio Quijano, dated July 1, 2024.

 10.2

 07/05/2024

 2.14

 Stock Purchase Agreement by and among the Registrant and Itada Equities, Inc., Lilian Andre Espinosa Villarroel, Lorenzo Espinoza Labra, dated July 1, 2024

 10.3

 07/05/2024

 3.1

 Second Amended and Restated Certificate of Incorporation of the Registrant

 3.1

 08/15/2022

 3.1(a)

 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant

 3.1

 04/10/2023

 3.1(b)

 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant

 3.1

 03/07/2024

 3.2

 Second Amended and Restated By-laws of the Registrant

 3.1

 10/10/2023

 4.1

 Form of Common Stock Certificate of the Registrant

 4.1

 03/30/2020

 4.2

 Description of Securities Registered under Section 12 of the Exchange Act

 4.2

 04/16/2024

 4.3

 Form of Underwriter Warrant

 S-1

 4.3

 12/14/2021

 4.4

 Form of Placement Agent Warrant

 4.1

 05/17/2023

 10.1#

 2019 Equity Incentive Plan, as amended

 10.3

 08/15/2022

 10.2#

 Form of Stock Option Agreement

 10.3

 04/15/2022

 10.3#

 Employment Agreement between the Registrant and David G. Jemmett dated September 30, 2019

 10-12G

 10.2

 010/2/2019

 10.4#

 Employment Agreement by and between Debra L. Smith and the Registrant dated December 31, 2020

 10.10

 04/15/2022

 10.5#

 Employment Agreement by and between Kyle J. Young and the Registrant dated March 30, 2023

 10.7

 03/31/2023

 10.6

 Form of Lockup Agreement

 S-1/A

 10.14

 01/07/2022

 10.7

 Purchase Agreement, dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company

 10.1

 03/20/2023

 10.7(a)*

 Amendment Number One to Purchase Agreement and the Note dated March 20, 2023, by and between the Registrant and Hensley & Company dba Hensley Beverage Company

 10.8

 10% Unsecured Convertible Note by the Registrant payable to Hensley & Company, dated March 20, 2023

 10.2

 03/20/2023

 10.9#

 2023 Equity Incentive Plan

 S-8

 10.2

 10/31/2023

 10.10

 Placement Agency Agreement, dated May 16, 2023, by and between the Registrant and each Purchaser thereto

 10.2

 05/17/2023

 10.11

 Form of Securities Purchase Agreement, dated May 16, 2023, by and between the Registrant and each Purchasers thereto

 10.1

 05/17/2023

 10.12

 Form of Intellectual Property Buy-Back Purchase Agreement

 10.1

 12/04/2024

 10.13

 Form of Promissory Note

 10.2

 12/04/2024

 10.14

 Form of Convertible Note by the Registrant and payable to Target Capital 14, LLC.

 10.2

 10.15

 Form of Convertible Note by the Registrant and payable to Secure Net Capital, LLC.

 10.3

 10.16

 Form of Common Stock Purchase Warrant by the Registrant and Target Capital 14, LLC.

 10.4

 10.17

 Form of Common Stock Purchase Warrant by the Registrant and Secure Net Capital, LLC.

 10.5

 10.18

 Form of Registration Rights Agreement dated December 10, 2024, by and between the Registrant and Purchasers thereto

 10.6

 10.19

 Placement Agency Agreement dated December 10, 2024, by and between the Registrant and each Purchaser thereto

 10.7

 10.20

 Securities Purchase Agreement dated December 10, 2024, between Registrant and the Purchasers thereto

 10.1

 19.1*

 CISO Global, Inc. Insider Trading Policy

 21.1*

 Subsidiaries of the Registrant

 23.1*

 Consent of Semple, Marchal & Cooper LLP

 23.2*

 Consent of Semple, Marchal & Cooper LLP

 23.3*

 Consent of Baker Tilly Chile Ltda.

 31.1

 Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive Officer

 31.2

 Rule 13a-14(a) / 15d-14(a) Certification of Principal Financial Officer

 32.1

 Section 1350 Certification of Principal Executive Officer

 32.2

 Section 1350 Certification of Principal Financial Officer

 97.1

 CISO Global, Inc. Executive Officer Incentive Compensation Recovery Policy

 97.1

 04/16/2024

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *Filed
herewith.

 **Certain
exhibits, annexes, and/or schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish
supplementally a copy of any omitted exhibit, annex, or schedule to the Securities and Exchange Commission upon request.

 #
Management contracts and compensatory plans and arrangements.

 ITEM
16. FORM 10-K SUMMARY

 Not
applicable.

 - 50 -

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 CISO
 GLOBAL, INC.

 By:

 /s/
 David G. Jemmett

 Name:

 David

 Chief
 Executive Officer (Principal Executive Officer)

 Date:

 March

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/
 David G. Jemmett

 Name:

 David

 Chief
 Executive Officer and Director (Principal Executive Officer)

 Date:

 March

 By:

 /s/
 Debra L. Smith

 Name:

 Debra
 L. Smith

 Chief
 Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 Date:

 March

 By:

 /s/
 Andrew K. McCain

 Name:

 K. McCain

 Date:

 March

 By:

 /s/
 Phillip Balatsos

 Name:

 Phillip
 Balatsos

 Date:

 March

 By:

 /s/
 Mohsen (Michael) Khorassani

 Name:

 Mohsen
 (Michael) Khorassani

 Date:

 March

 By:

 /s/
 Andrew Hancox

 Name:

 Hancox

 Date:

 March

 - 51 -

 CISO
GLOBAL, INC.

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 AND 2023

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 178)

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID # 3172)

 FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss For the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity For the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows For the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements For the Years Ended December 31, 2024 and 2023

 F- 1

 Report
of Independent Registered Public Accounting Firm

 Board
of Directors and Stockholders of

 CISO
Global, Inc. and Subsidiaries

 Scottsdale,
Arizona

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of CISO Global, Inc. (the "Company") as of December 31, 2024 and
2023, the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended, and the
related notes (collectively referred to as the "consolidated financial statements"). In our opinion, based on our audits
and the report of the other auditors, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company at December 31, 2024 and 2023, and the results of its consolidated operations and its cash flows for
the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 We
did not audit the combined financial statements of the Company's wholly-owned "South American Subsidiaries," which
include the consolidated balance sheet of Arkavia Networks SpA. and its wholly-owned subsidiaries Arkavia Networks Limitada and Arkavia
Networks, as of December 31, 2023, and the related consolidated statements of operations, stockholders' equity, and cash flows
for the 6 months and the year ended July 1, 2024 (the date of disposition) and December 31, 2023, respectively; the combined balance
sheet of Servicios Informaticos CUATROi, S.P.A., Comercializadora CUATROi S.P.A., CUATROi Peru S.A.C., and CUATROi S.A.S. (entities under
common ownership and management) as of December 31, 2023 and the related combined statements of operations, stockholder's equity,
and cash flows for the 6 months and year ended July 1, 2024 (the date of disposition) and December 31, 2023, respectively; and the combined
balance sheet of NLT Networks, S.P.A., NLT Tecnologias, Limitada, NLT Servicios Profesionales, S.P.A. and White and Blue Solutions, LLC
(entities under common ownership and management) as of December 31, 2023 and the related combined statements of operations, stockholders'
equity, and cash flows for the 6 months and year ended July 1, 2024 (the date of disposition) and December 31, 2023, respectively; and
the related notes (collectively "combined financial statements"). The combined financial statements of the South American
Subsidiaries reflect total assets of $21.9 million at December 31, 2023, and total revenues of $8.4 million and $23.1 million for the
6 months ended July 1, 2024 (the date of disposition) and the year ended December 31, 2023, respectively. Those statements were audited
by another auditor whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the South
American Subsidiaries, is based solely on the report of the other auditors.

 Going
Concern Uncertainty

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative cash flows from
operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated 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.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
 Semple, Marchal &
 Cooper, LLP

 Certified
Public Accountants

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

 Phoenix,
Arizona

 March

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 F- 3

 F- 4

 CISO

BALANCE SHEETS

 December 31,

 December 31,

 2024

 2023

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 992,589

 $
 241,643

 Accounts receivable, net

 1,837,521

 2,800,209

 Prepaid cost of revenue

 334,143

 244,698

 Prepaid expenses and other current assets

 137,725

 205,919

 Contract asset

 179,093

 197,656

 Assets of business held for sale

 -

 22,600,715

 Total Current Assets

 3,481,071

 26,290,840

 Property and equipment, net

 730,511

 1,052,637

 Right of use asset, net

 537,173

 762,228

 Intangible assets, net

 1,802,214

 3,546,580

 19,900,550

 19,900,550

 Prepaid cost of revenue, net of current portion

 73,021

 32,375

 Other assets

 129,916

 70,173

 Total Assets

 $
 26,654,456

 $
 51,655,383

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 9,635,086

 $
 7,597,469

 Deferred revenue

 1,365,315

 1,371,637

 Lease liability

 170,289

 219,342

 Loans payable

 2,674,090

 1,856,245

 Line of credit

 1,957,938

 -

 Derivative liability

 2,102,927

 -

 Convertible notes payable

 2,050,002

 2,050,000

 Convertible notes payable, related party

 5,000,000

 -

 Convertible notes payable

 5,000,000

 -

 Liabilities of business held for sale

 -

 16,666,096

 Total Current Liabilities

 24,955,647

 29,760,789

 Long-term Liabilities:

 Deferred revenue, net of current portion

 84,403

 84,294

 Loans payable, net of current portion

 37,272

 74,542

 Convertible notes payable, related party

 -

 5,000,000

 Lease liability, net of current portion

 428,070

 596,307

 Total Liabilities

 25,505,392

 35,515,932

 Commitments and Contingencies

 -

 -

 Stockholders' Equity:

 Common stock, $.00001 par value; 300,000,000 shares authorized; 11,821,866 and 11,949,959 issued and outstanding at December 31, 2024 and December 31, 2023, respectively

 Preferred stock, $.00001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding on December 31, 2024 and December 31, 2023, respectively

 -

 -

 Additional paid-in capital

 183,707,063

 172,837,842

 Treasury stock, at cost ( 502,137 and zero shares)

 ( 290,737
)

 -

 Accumulated translation adjustment

)

 Accumulated deficit

 ( 182,262,606
)

 ( 158,018,687
)

 Total Stockholders' Equity

 1,149,064

 16,139,451

 Total Liabilities and Stockholders' Equity

 $
 26,654,456

 $
 51,655,383

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

 F- 5

 CISO

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 Year Ended

 Revenue:

 $
 27,759,209

 $
 30,309,510

 2,550,677

 3,631,629

 440,809

 -

 Total revenue

 30,750,695

 33,941,139

 Cost of revenue:

 9,296,185

 9,951,160

 465,952

 594,248

 119,900

 -

 Cost of payroll

 12,023,206

 15,992,060

 Stock based compensation

 4,337,807

 4,823,829

 Total cost of revenue

 26,243,050

 31,361,297

 Total gross profit

 4,507,645

 2,579,842

 Operating expenses:

 Professional fees

 1,339,010

 3,210,625

 Advertising and marketing

 -

 449,231

 Selling, general and administrative

 13,081,606

 18,237,796

 Stock based compensation

 4,676,664

 7,712,671

 Impairment of goodwill

 -

 35,933,364

 Total operating expenses

 19,097,280

 65,543,687

 Loss from operations

 ( 14,589,635
)

 ( 62,963,845
)

 Other income (expense):

 Other income (expense)

 ( 116,061
)

 245,920

 Loss on issuance of convertible notes

 ( 1,022,650
)

 -

 Change in fair value of derivative liability

 ( 593,083
)

 -

 Interest expense, net

 ( 3,584,172
)

 ( 2,266,573
)

 Total other income (expense)

 ( 5,315,966
)

 ( 2,020,653
)

 Loss from continuing operations before income taxes

 ( 19,905,601
)

 ( 64,984,498
)

 Benefit from income taxes

 -

 -

 Loss from continuing operations

 ( 19,905,601
)

 ( 64,984,498
)

 Loss from discontinued operations, net of income taxes (1)

 ( 4,338,318
)

 ( 15,246,585
)

 Net Loss

 ( 24,243,919
)

 ( 80,231,083
)

 Foreign currency translation adjustment

)

 Comprehensive loss

 $
 ( 24,248,698
)

 $
 ( 79,973,153
)

 Net loss per common share - basic and diluted:

 Continuing operations

 $
 ( 1.67
)

 $
 ( 5.85
)

 Discontinued operations

 ( 0.36
)

 ( 1.37
)

 $
 ( 2.03
)

 $
 ( 7.22
)

 Weighted average shares outstanding - basic

 11,956,137

 11,117,316

 Weighted average shares outstanding - diluted

 11,956,137

 11,117,316

 (1)

 Includes recognized loss on disposal of $ 3,189,232.

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

 F- 6

 CISO

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (NOTE 3)

 Amount

 Amount

 Capital

 Stock

 Gain/(Loss)

 Deficit

 Total

 Accumulated

 Additional

 Other

 Common Stock

 Preferred Stock

 Paid-in

 Treasury

 Comprehensive

 Accumulated

 Amount

 Amount

 Capital

 Stock

 Gain/(Loss)

 Deficit

 Total

 Balance at January 1, 2024

 11,949,959

 $

 -

 $
 -

 $
 172,837,842

 $
 -

 $

 $
 ( 158,018,687
)

 $
 16,139,451

 Stock based compensation - stock options

 -

 -

 -

 -

 8,956,571

 -

 -

 -

 8,956,571

 Stock based compensation - common stock

 100,000

 -

 -

 57,899

 -

 -

 -

 57,900

 Stock issued for cash

 126,688

 -

 -

 154,945

 -

 -

 -

 154,947

 Stock issued as lending discount

 100,000

 -

 -

 121,999

 -

 -

 -

 122,000

 Stock adjustment after reverse stock split

 47,356

 -

 -

 -

 -

 -

 -

 -

 -

 Relative fair value of warrants issued with convertible notes

 -

 -

 -

 -

 1,249,118

 -

 -

 -

 1,249,118

 Warrants issued to convertible notes placement agent

 -

 -

 -

 -

 328,689

 -

 -

 -

 328,689

 Repurchase of treasury stock related to disposition of assets

 -

 -

 -

 -

 -

 ( 290,737
)

 -

 -

 ( 290,737
)

 Foreign currency translation

 -

 -

 -

 -

 -

 -

)

 -

)

 Reclassification of foreign currency translation to net loss

 -

 -

 -

 -

 -

 -

 ( 1,320,177
)

 -

 ( 1,320,177
)

 Net loss

 -

 -

 -

 -

 -

 -

 -

 ( 24,243,919
)

 ( 24,243,919
)

 Balance at December 31, 2024

 12,324,003

 $

 -

 $
 -

 $
 183,707,063

 $
 ( 290,737
)

 $
)

 $
 ( 182,262,606
)

 $
 1,149,064

 Balance at January 1, 2023

 9,697,921

 $

 -

 $
 -

 $
 153,170,351

 $
 -

 $
 1,062,247

 $
 ( 77,787,604
)

 $
 76,445,091

 Balance

 9,697,921

 $

 -

 $
 -

 $
 153,170,351

 $
 -

 $
 1,062,247

 $
 ( 77,787,604
)

 $
 76,445,091

 Stock based compensation - stock options

 -

 -

 -

 -

 11,469,667

 -

 -

 -

 11,469,667

 Stock based compensation - common stock

 233,333

 -

 -

 733,498

 -

 -

 -

 733,500

 Stock issued for cash

 1,782,658

 -

 -

 6,655,475

 -

 -

 -

 6,655,493

 Exercise of options

 69,378

 -

 -

 491,852

 -

 -

 -

 491,853

 Stock issued for SB Cyber acquisition

 33,335

 -

 -

 -

 99,000

 -

 -

 -

 99,000

 Stock issued as lending discount

 133,334

 217,999

 -

 -

 -

 218,000

 Foreign currency translation

 -

 -

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 ( 80,231,083
)

 ( 80,231,083
)

 Balance at December 31, 2023

 11,949,959

 $

 -

 $
 -

 $
 172,837,842

 $
 -

 $

 $
 ( 158,018,687
)

 $
 16,139,451

 Balance

 11,949,959

 $

 -

 $
 -

 $
 172,837,842

 $
 -

 $

 $
 ( 158,018,687
)

 $
 16,139,451

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

 F- 7

 CISO

STATEMENTS OF CASH FLOWS

 Cash flows from operating activities:

 Net loss

 $
 ( 24,243,919
)

 $
 ( 80,231,083
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock based compensation - stock options

 8,956,571

 11,469,667

 Stock based compensation - common stock

 57,900

 733,500

 Depreciation and amortization

 2,420,602

 3,144,047

 Right of use amortization

 285,270

 227,241

 Other

 481,787

 200,317

 Impairment of intangible assets

 -

 3,116,039

 Impairment of goodwill

 -

 45,194,717

 Loss on disposal

 3,189,232

 -

 Change in fair value of derivative liability

 593,083

 -

 Loss on issuance of convertible notes

 1,022,650

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 2,423,144

 2,085,883

 Inventory

 161,586

 ( 217,664
)

 Contract assets

 18,563

 134,559

 Prepaids and other current assets

 72,234

 ( 493,328
)

 Accounts payable and accrued expenses

 605,524

 8,125,856

 Lease liability

 ( 277,505
)

 ( 199,069
)

 Deferred revenue

 391,572

 789,206

 Net cash used in operating activities

 ( 3,841,706
)

 ( 5,920,112
)

 Cash flows from investing activities:

 Cash acquired in acquisitions, net

 -

 30,430

 Proceeds from the sale of property and equipment

 -

 23,041

 Purchases of property and equipment

 ( 83,095
)

 ( 213,629
)

 Net cash used in investing activities

 ( 83,095
)

 ( 160,158
)

 Cash flows from financing activities:

 Proceeds from sale of common stock

 154,947

 6,655,493

 Proceeds from stock option exercise

 -

 491,853

 Proceeds from loan payable

 6,073,823

 6,852,408

 Proceeds from convertible notes payable, related party

 -

 5,000,000

 Proceeds from convertible note payable

 2,500,000

 2,050,000

 Proceeds from lines of credit

 2,989,589

 264,723

 Payment on lines of credit

 ( 1,067,713
)

 ( 261,591
)

 Payment on loans payable

 ( 6,157,484
)

 ( 12,118,340
)

 Payment of convertible note payable

 -

 ( 2,550,000
)

 Payment of debt issuance cost

 ( 579,000
)

 ( 191,500
)

 Net cash provided by financing activities

 3,914,162

 6,193,046

 Effect of exchange rates on cash and cash equivalents

 ( 59,214
)

 ( 883,497
)

 Net decrease in cash and cash equivalents

 ( 69,853
)

 ( 770,721
)

 Cash and cash equivalents - beginning of the period

 1,062,442

 1,833,163

 Cash and cash equivalents - end of the period

 $
 992,589

 $
 1,062,442

 Reconciliation of cash and cash equivalents to the condensed consolidated financial statements

 Cash from continuing operations

 $
 992,589

 $
 241,643

 Cash from discontinued operations

 -

 820,799

 Total cash and cash equivalents, end of period

 $
 992,589

 $
 1,062,442

 Supplemental cash flow information:

 Cash paid for:

 Interest

 $
 2,722,007

 $
 2,376,477

 Income taxes

 $
 -

 $
 -

 Supplemental disclosure of non-cash transactions:

 Operating lease assets obtained in exchange for operating lease obligations

 $
 60,215

 $
 733,782

 Common stock issued in SB Cyber acquisition

 $
 -

 $
 99,000

 Common stock issued as a lending discount

 $
 122,000

 $
 218,000

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

 F- 8

 CISO

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – NATURE OF THE ORGANIZATION AND BUSINESS

 Unless
otherwise indicated or the context requires otherwise, the terms ""we," "us," "our," and "our
company" refer to CISO Global, Inc., a Delaware corporation ("CISO Global"), and our wholly owned subsidiaries. All
dollar amounts are expressed in United States dollars.

 Nature
of the Business

 We
are a cybersecurity, compliance, and software company comprised of highly trained and seasoned security professionals who work with
clients to enhance or create a better cyber posture in their organization. We provide a full range of cybersecurity consulting,
related services, and cybersecurity software, encompassing all four pillars of proprietary software stack, compliance,
cybersecurity, and organizational culture. Our services include managed security, compliance services, security operations
center ("SOC") services, virtual Chief Information Security Officer ("vCISO") services, incident response,
certified forensics, technical assessments, and cybersecurity training. We believe that culture is the foundation of every
successful cybersecurity and compliance program. To deliver that outcome, we developed our unique offering of MCCP+ ("Managed
Compliance & Cybersecurity Provider + Culture"), which is a holistic solution that provides all four of these pillars
under one roof from a dedicated team of subject matter experts. In contrast to the majority of cybersecurity firms that are focused
on a specific technology or service, we seek to differentiate ourselves by remaining technology agnostic, focusing on accumulating
highly sought-after topic experts. We continually seek to identify and acquire cybersecurity talent to expand our service scope and
geographical coverage to provide the best possible service for our clients. We believe that bringing together a world-class team of
technological experts with multi-faceted expertise in the critical aspects of cybersecurity is key to providing technology agnostic
solutions to our clients in a business environment that has suffered from a chronic lack of highly skilled professionals, thereby
setting us apart from competitors and in-house security teams. Our goal is to create a culture of security and to help quantify,
define, and capture a return on investment from information technology and cybersecurity spending.

 NOTE
2 – LIQUIDITY AND GOING CONCERN CONSIDERATIONS

 The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business However, due to losses incurred, substantial doubt about the Company's ability
to continue as a going concern exists.

 We
are evaluating strategies to obtain the required additional funding for future operations. These strategies may include, obtaining equity
financing, issuing debt or entering into other financing arrangements, and restructuring of operations to grow revenues and decrease
expenses. However, we may be unable to access further equity or debt financing when needed. As such, there can be no assurance that we
will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

 The
ability for us to continue as a going concern is dependent upon our ability to successfully accomplish the plan described in the Growth
Strategy paragraph and eventually attain profitable operations. The consolidated financial statements do not include any adjustments
to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable
to continue as a going concern.

 F- 9

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP"). The summary of significant accounting policies presented below is designed to assist in
understanding our consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations
of our management, who is responsible for their integrity and objectivity.

 Reverse
Stock Split

 On
February 29, 2024, our board of directors approved a 1-for-15 reverse stock split of our common stock. The record date for the reverse
stock split was the close of business on March 7, 2024, with share distribution occurring on March 8, 2024. As a result of the reverse
stock split, stockholders received one share of CISO Global, Inc. common stock, par value $ 0.00001, for each 15 shares they held as of
the record date. All share and per share amounts have been retroactively restated for the effects of this reverse stock split. Common
stock underlying our outstanding warrants, convertible notes, and options have been adjusted, and the conversion and exercise prices
have also been adjusted.

 Consolidation

 The
consolidated financial statements include the accounts of our company and our wholly owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

 Prior
Period Reclassifications

 Reclassification
of certain immaterial prior period amounts have been made to conform to the current period presentation.

 Use
of Estimates

 Preparing
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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

 We
believe the following critical accounting policies affect our more material judgments and estimates used in the preparation of the
accompanying consolidated financial statements. Material estimates include the allowance for credit losses, the carrying value of
intangible assets and goodwill, deferred tax asset and valuation allowance, the valuation of convertible notes, derivative
liabilities, the estimated fair value of assets acquired, liabilities assumed and stock issued in business combinations, and
assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, share price,
expected dividend rate, and the adequacy of insurance reserves.

 Our
revenue is derived from three major types of services to clients: security managed services, professional services, and
cybersecurity software. With respect to security managed services, we provide culture education and enablement, tools and technology
provisioning, data and privacy monitoring, regulations and compliance monitoring, remote infrastructure administration, and
cybersecurity services, including, but not limited to, antivirus and patch management. With respect to professional services, we
provide cybersecurity consulting, compliance auditing, vulnerability assessment and penetration testing, disaster recovery and
data backup solutions. With respect to cybersecurity software, we provide a comprehensive suite of proactive cybersecurity software solutions
designed to protect organizations from evolving cyber threats. Their offerings encompass advanced threat detection, proactive monitoring,
and robust risk management to ensure enterprise security and compliance.

 Our
revenue is categorized and disaggregated as reflected in our consolidated statements of operations and comprehensive loss, as follows:

Managed Services

managed services revenue primarily consists of risk compliance, cyber defense operations, and secured managed services. We consider these
services to be a single performance obligation, and revenue is recognized as services and materials are provided to the customer.

services revenue primarily consists of security testing and training, and incident response and digital forensics. We consider these
services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations are satisfied.

Software

software revenue primarily consists of our internally developed cybersecurity software designed to provide a security management platform,
protect users from untrusted and malicious online threats, provide proactive security monitoring, and deliver continuous security assessments.
We consider these services to be a single performance obligation, and revenue is recognized in the period in which the performance obligations
are satisfied.

 F- 10

 Cash
and Cash Equivalents

 We
consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

 Accounts
Receivable

 Accounts
receivable are generally unsecured, non-interest bearing and reported at their outstanding unpaid principal balances, net of allowances
for credit losses. We provide for allowances for credit losses based on our estimate of uncollectible amounts considering age, collection
history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. We write off accounts receivable
against the allowance for credit losses when a balance is determined to be uncollectible. As of December 31, 2024 and 2023, our allowance
for credit losses was $ 124,434 and $ 219,141, respectively.

 Prepaid
cost of revenue

 Prepaid
cost of revenue represents amounts charged by our vendors for licenses that we resell to our customers. These amounts are amortized to
cost of revenue over the same period revenue is recognized for the related contract with our customers.

 Property
and Equipment

 Property
and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related
assets, generally between three and five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

 Maintenance
and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and
accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.

Long-Lived and Finite-Lived Intangible Assets

 Finite-lived
intangible assets are amortized over the following estimated useful lives:

OF FINITE-LIVED INTANGIBLE ASSETS

 Tradenames
 – trademarks

 2 - 5
 years

 Customer
 base

 3 - 10
 years

 Non-compete
 agreements

 2 - 5
 years

 Intellectual
 property/technology

 3 - 10
 years

 Our
finite lived intangible assets are amortized on a straight-line basis. We annually evaluate the estimate remaining useful lives of our
intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization.

 We
review long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing
the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. Fair value is
determined based on discounted cash flows or appraised values, depending on the nature of the assets. During the year ended December
31, 2024, we did not record a loss on impairment. During the year ended December 31, 2023, we recognized losses on impairment of
intangible assets of $ 3,116,039, which is included in loss from discontinued operations on our statement of operations.

and other intangible assets

and indefinite-lived intangible assets are assessed for impairment annually, or more frequently, if events occur that would indicate
a potential reduction in the fair value of a reporting unit below its carrying value. We perform our annual impairment review of goodwill
at the reporting unit level. If we determine the fair value of the reporting unit's goodwill or other indefinite-lived intangible
assets is less than their carrying value as a result of an annual or interim test, an impairment loss is recognized and reflected in
operating income or loss in the consolidated statements of operations during the period incurred. We perform our impairment assessment
based on a quantitative analysis performed for our reporting unit.

 We
review finite-lived intangible assets for impairment whenever an event occurs or circumstances change that indicate that the carrying
amount of such assets may not be fully recoverable. Recoverability is determined based on an estimate of undiscounted future cash flows
resulting from the use of an asset and its eventual disposition. Should an asset not be recoverable, an impairment loss is measured by
comparing the fair value of the asset to its carrying value. If we determine the fair value of an asset is less than the carrying value,
an impairment loss is recognized in operating income or loss in the consolidated statements of operations during the period incurred.

 As
of December 31, 2024, we believe such assets are recoverable; however, there can be no assurance these assets will not be impaired in
future periods. Any future impairment charges could adversely impact our results of operations. During
the year ended December 31, 2023, we recognized losses on impairment of goodwill of $ 45,194,717, of which $ 9,261,353 is included in loss from discontinued operations in our statement of operations.

 F- 11

 Advertising
and Marketing Costs

 We
expense advertising and marketing costs as they are incurred. Advertising and marketing expenses were zero and $ 449,231 for the
years ended December 31, 2024 and 2023, respectively, and are recorded in operating expenses on the consolidated statements of operations.

 Fair
Value Measurements

 As
defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market
data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks
inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable.
ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority
to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable
inputs (Level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

 Level
 1:

 Quoted
 prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
 which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing
 basis.

 Level
 2:

 Pricing
 inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as
 of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
 These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities,
 time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant
 economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument,
 can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

 Level
 3:

 Pricing
 inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally
 developed methodologies that result in management's best estimate of fair value. The significant unobservable inputs used in
 the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash
 flow methodologies, and similar techniques.

 Fair
Value of Financial Instruments

 The
carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair
values using Level 3 inputs, based on the short-term maturity of these instruments. The carrying amount of loans and notes payable approximate
the estimated fair value for this financial instrument as management believes that such debt and interest payable on the notes approximates
our incremental borrowing rate. The long-lived assets (i.e., goodwill and intangible assets) were valued utilizing Level 3 inputs. Significant
unobservable inputs used in fair value measurement of the intangible assets include projected revenue, gross profit and operating expenses,
income tax rates, discount rates, royalty rates, and attrition rates.

 Net
Loss per Common Share

 Net
loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
All outstanding options are considered potentially outstanding common stock. The dilutive effect, if any, of stock options is calculated
using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the
time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect
to losses, the options and shares issuable upon conversion have been excluded from our computation of net loss per common share for the
years ended December 31, 2024 and 2023.

 F- 12

 On
March 8, 2024, we filed an amendment to our certificate of incorporation to effectuate a 1-for-15 reverse stock split. Our shares of
outstanding common stock and earnings per share calculation have been retroactively restated for all periods presented. The following
tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these potential
shares was antidilutive due to our net loss position even though the exercise price could be less than the average market price of the
common shares:

 SUMMARY OF SECURITIES EXCLUDED FROM DILUTED PER SHARE

 Stock options

 1,523,691

 2,105,168

 Warrants

 6,774,559

 49,614

 Convertible debt

 1,966,353

 846,122

 Total

 10,264,603

 3,000,904

 Stock-Based

 We
apply the provisions of ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition of compensation
expense for all stock-based awards made to employees and nonemployees, in the consolidated statements of operations.

 For
stock options issued to employees and members of our Board of Directors for their services, we estimate the grant date fair value of
each option using the Black-Scholes-Merton option pricing model. The use of the Black-Scholes-Merton option pricing model requires management
to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the
expected life of the option, risk-free interest rates, and expected dividend yields of the common stock. For awards subject to service-based
vesting conditions, including those with a graded vesting schedule, we recognize stock-based compensation expense equal to the grant
date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures
are recorded as they are incurred. We used
the average of historical share prices of our common stock to calculate volatility
for use in the Black-Scholes-Merton option pricing model.

 We
issued shares of our stock to vendors and nonemployee for services provided. We recognize the accounting grant date fair value of the
stock award as compensation expense over the required service period of each award. Shares issued for services are measured based on
the fair market value of the underlying common stock on their respective accounting grant dates. New shares are issued upon the exercise
of stock options.

 Derivatives

 We
evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives
in accordance with ASC Topic 815 "Derivatives and Hedging." Derivative instruments are initially recorded at fair value on
the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative
assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or
conversion of the instrument could be required within 12 months of the balance sheet date.

 Deferred

 Deferred
revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the services provided
to our customers or annual licenses and is recognized as services are performed or ratably over the life of the license. We generally
invoice customers in advance or in milestone-based installments.

 Deferred
revenue consisted of the following:

 SCHEDULE OF DEFERRED REVENUE

 Current:

 $
 461,599

 $
 578,941

 631,241

 792,696

 272,475

 -

 Total deferred revenue - current

 $
 1,365,315

 $
 1,371,637

 Long-term:

 $
 84,403

 $
 84,294

 Total deferred revenue – long term

 $
 84,403

 $
 84,294

 F- 13

 The
decrease in the deferred revenue balance is primarily driven by payments received in advance of satisfying our performance
obligations, offset by $ 1,598,670
of revenue recognized during 2024, which was included in the deferred revenue balance as of December 31, 2023. The deferred revenue
balance as of December 31, 2024 represents our remaining performance obligations that will be recognized as revenue over the period
in which the performance obligations are satisfied, and is expected to be recognized in revenue as follows:

OF PERFORMANCE OBLIGATIONS EXPECTED TO RECOGNIZED REVENUE

 2025

 2026

 2027

 2028

 2029

 Total

 $
 461,599

 $
 50,731

 $
 25,297

 $
 5,289

 $
 3,086

 $
 546,002

 631,241

 -

 -

 -

 -

 631,241

 272,475

 -

 -

 -

 -

 272,475

 Total deferred revenue

 $
 1,365,315

 $
 50,731

 $
 25,297

 $
 5,289

 $
 3,086

 $
 1,449,718

 Foreign
Currency

 Our
functional and reporting currency is the U.S. dollar. For certain of our foreign subsidiaries whose functional currency were other than
the U.S. dollar, we translated revenue and expense transactions at average exchange rates. We translated assets and liabilities at period-end
exchange rates and include foreign currency translation gains and losses as a component of accumulated other comprehensive income.

 Leases

 Leases
in which our company is the lessee are comprised of our corporate office and one additional office, which is immaterial to our
operations. All of the leases are classified as operating leases. Our office spaces have a remaining weighted average
term of 3.22
years.

 Right-of-use
("ROU") assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease
expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to
extend or terminate the lease if it is reasonably certain that we will exercise that option.

 In
accordance with ASC 842, Leases, we recognized a ROU asset and corresponding lease liability on our consolidated balance sheet
for long-term office leases and a vehicle operating lease agreement. See Note 14 – Leases for further discussion, including the
impact on our consolidated financial statements and related disclosures.

 Income
Taxes

 Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss
and credit carry forwards, 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.

 We
utilize ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the consolidated financial statements or tax returns. We account for income taxes using
the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts,
using currently enacted tax rates. A valuation allowance is recorded when it is "more likely than not" that a deferred tax
asset will not be realized. At December 31, 2024 and 2023, our net deferred tax asset has been fully reserved.

 F- 14

 For
uncertain tax positions that meet a "more likely than not" threshold, we recognize the benefit of uncertain tax positions
in the consolidated financial statements. Our practice is to recognize interest and penalties, if any, related to uncertain tax positions
in income tax expense in the consolidated statements of operations when a determination is made that such expense is likely.

 Emerging
Growth Company Status

 We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). Under the
JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the
JOBS Act until those standards apply to private companies. We have elected to use this extended transition period for complying with
new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date
that it is (i) no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period
provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the
new or revised accounting pronouncements as of public company effective dates. The JOBS Act does not preclude an emerging growth company
from early adopting new or revised accounting standards. We expect to use the extended transition period for any new or revised accounting
standards during the period which we remain an emerging growth company.

 Recently
Issued Accounting Standards

 In
December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax
Disclosures," or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity's effective tax rate
reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective
application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU
2023-09 to have a material impact on our consolidated financial statements.

 In
November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses ASU 2024-03
is effective prospectively to financial statements issued for reporting period after the effective date or retrospectively to any or
all prior periods presented in the financial statements, for annual periods beginning after December 15, 2026 and interim reporting periods
beginning after December 15, 2027. Early adoption is permitted. Adoption of this guidance will result in additional disclosures, but
we do not expect the adoption of ASU 2024-03 will impact our consolidated financial position, results of operations or cash flows.

 In
November 2024, the FASB issued ASU 2024-04, Debt (Subtopic 470-20): Debt with Conversion and Other Options. ASU 2024-04 clarifies the
assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes
are made to conversion features as part of an offer to settle the instrument. ASU 2024-04 is effective for reporting periods beginning
after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted for entities that have
adopted ASU 2020-06. We do not expect the adoption of ASU 2024-04 to have a material impact on our consolidated financial statements.

 In
November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,"
or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is
effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning
after December 15, 2024. We adopted ASU 2023-07 for the fiscal year-ended December 31, 2024. The additional disclosure requirements of
ASU 2023-07 did not have a material impact on our consolidated financial statements.

 F- 15

 NOTE
4 – DISPOSITIONS

 Latin
America

 On
July 1, 2024, we entered into a Stock Purchase Agreement with Southford Equities, Inc. (the "Arkavia SPA") to sell 100 % of
the outstanding shares of our wholly owned subsidiary Ocean Point Equities, Inc. in exchange for 194,267 shares of our common stock
owned by the owners of Southford Equities, Inc. and nominal cash consideration ($ 1.00 dollar).

 On
July 1, 2024, we entered into a Stock Purchase Agreement with CT Group, LP, Datadeck LP, Woodface, LP, VMT Technologies, LP and Quijote
Ventures, LP (the "CUATROi SPA") to sell 100 % of the outstanding shares of our wholly owned subsidiaries Servicios Informaticos
CUATROi SpA, Comercializadora CUATROi SpA, CUATROi Peru, SAC, and CUATROi SAS in exchange for 135,795 shares of our common stock owned
by the owners of CT Group, LP, Datadeck LP, Woodface, LP, VMT Technologies, LP and Quijote Ventures, LP and nominal cash consideration
($ 5.00 dollars).

 On
July 1, 2024, we entered into a Stock Purchase Agreement with Itada Equities, Inc. (the "NLT SPA") to sell 100 % of the outstanding
shares of our wholly owned subsidiaries NLT Networks, S.P.A., NLT Technologias, Limitada, NLT Servicios Profesionales, S.P.A. and White
and Blue Solutions LLC. in exchange for 172,075 shares of our common stock owned by the owners of Itada Equities, Inc. and nominal
cash consideration ($ 1.00 dollar).

 We
committed to a formal plan to sell our former Latin America subsidiaries to focus on our U.S.-based operations and development and marketing
of our internally developed cybersecurity software. The operating results of our former Latin America subsidiaries are reported within
discontinued operations on our condensed consolidated statements of operation through July 1, 2024. As a result of the sale, we recorded
a loss from discontinued operations of $ 4,338,318, which includes the release of associated accumulated translation adjustment from the net assets disposed
of.

 The
table below provides the total revenue and loss of the discontinued operations presented in our statements of operations.

 SCHEDULE OF
DISCONTINUED OPERATIONS BALANCE SHEETS AND INCOME STATEMENT

 2024

 2023

 Year Ended
 December 31

 2024

 2023

 $
 8,387,171

 $
 23,117,618

 Cost of revenue

 7,092,426

 19,647,926

 Operating expenses

 2,097,362

 18,277,551

 Other expense

 346,469

 874,404

 Loss from discontinued operations before income taxes

 ( 1,149,086
)

 ( 15,682,263
)

 Benefit from income taxes

 -

 435,678

 Loss on disposal, net of tax

 ( 3,189,232
)

 -

 Loss from discontinued operations

 $
 ( 4,338,318
)

 $
 ( 15,246,585
)

 Cash
flows from operating activities of discontinued operations was $ 223,831 and $ 3,283,088 for the years ended December 31, 2024 and 2023,
respectively.

 Cash
used in investing activities of discontinued operations was $ 83,095 and $ 69,865 for the years ended December 31, 2024 and 2023, respectively.

 vCISO

 In
September 2024, we entered into an Intellectual Property Purchase Agreement pursuant to which we sold our wholly owned subsidiary
vCISO, LLC. ("vCISO"), for cash proceeds of $ 1,000,000.
vCISO owns substantially all of our internally developed intellectual property currently marketed to our customers and also being
developed for future deployment. As a condition of closing the Intellectual Property Purchase Agreement, we concurrently entered
into a License-Back and Buy-Back Agreement which provides us with a perpetual, transferable and royalty-free license to use the
intellectual property rights to sell such software to our customers. The license was exclusive for our use for the initial six
months of the agreement. In exchange for these rights, we agreed to continue development of the intellectual property at our own
cost.

 We
also retained the right to buy back the intellectual property at a price of $ 1,500,000, if repurchased within six months
from the date of the agreement, $ 1,750,000 if repurchased within six to twelve months, or at an agreed upon purchase price if repurchased
after twelve months. Upon execution of this divestiture, we did not have financial means nor the intent to execute the Buy-Back Agreement.

 F- 16

 In
November 2024, certain prospective investors required us, as a condition of securing their investment, to have direct and full ownership
of the intellectual property disposed of when we sold vCISO. As a result, we entered into an Intellectual Property Buy-Back Purchase
Agreement in which we reacquired vCISO and all intellectual property we previously owned, in exchange for a Promissory Note with a principal
amount of $ 1,020,000.

 vCISO
did not hold any assets or liabilities reported in our consolidated financial statements at the time of disposal, as a result, we initially
recorded a $ 1,000,000 gain on the disposition of vCISO. The repurchase of vCISO would result in the recognition of an asset on our consolidated
balance sheet. The economic substance of these two transactions resulted in us receiving $ 1,000,000 of cash in exchange for a Promissory
Note. Due to the close proximity in execution of these agreement, the second which was not previously contemplated, and their economic
substance for the year-ended December 31, 2024, we netted the previously recorded gain on the sale of vCISO in the repurchase transaction
to make our consolidated financial statements reflect the ultimate economics of these transactions.

 NOTE
5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 Prepaid
expenses and other current assets consisted of:

OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

 Prepaid expenses

 $
 97,706

 $
 146,521

 Prepaid insurance

 40,019

 59,398

 Total prepaid expenses and other current assets

 $
 137,725

 $
 205,919

 NOTE
6 – PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following:

OF PROPERTY AND EQUIPMENT

 Computer equipment

 $
 414,214

 $
 414,214

 Leasehold improvements

 25,791

 25,791

 Furniture and fixtures

 75,698

 75,698

 Software

 879,642

 879,642

 Property and equipment
 gross

 1,395,345

 1,395,345

 Less: accumulated depreciation

 ( 664,834
)

 ( 342,708
)

 Property and equipment, net

 $
 730,511

 $
 1,052,637

 Total
depreciation expense was $ 322,126 and $ 263,770 for the years ended December 31, 2024 and 2023, respectively.

 NOTE
7 – INTANGIBLE ASSETS AND GOODWILL

 The
following table summarizes the changes in goodwill during the years ended December 31, 2024 and 2023, respectively:

OF CHANGES IN GOODWILL

 Balance as of December 31, 2022

 $
 71,525,609

 Accumulated impairment losses

 ( 15,691,695
)

 55,833,914

 Impairment losses

 ( 35,933,364
)

 Balance as of December 31, 2023

 71,525,609

 Accumulated impairment losses

 ( 51,625,059
)

 19,900,550

 Balance as of December 31, 2024

 71,525,609

 Accumulated impairment losses

 ( 51,625,059
)

 $
 19,900,550

 F- 17

 Intangible
Assets

 Intangible
assets, net are summarized as follows:

 SUMMARY
OF INTANGIBLE ASSETS

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Tradenames – trademarks

 $
 3,835,981

 $
 ( 3,123,766
)

 $
 712,215

 Customer base

 572,048

 ( 319,587
)

 252,461

 Non-compete agreements

 487,400

 ( 484,120
)

 3,280

 Intellectual property/technology

 2,455,879

 ( 1,621,621
)

 834,258

 Intangible Asset

 $
 7,351,308

 $
 ( 5,549,094
)

 $
 1,802,214

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Tradenames – trademarks

 $
 3,835,981

 $
 ( 2,138,946
)

 $
 1,697,035

 Customer base

 572,048

 ( 245,357
)

 326,691

 Non-compete agreements

 487,400

 ( 450,181
)

 37,219

 Intellectual property/technology

 2,455,879

 ( 970,244
)

 1,485,635

 Intangible Asset

 $
 7,351,308

 $
 ( 3,804,728
)

 $
 3,546,580

 Amortization
expense of identifiable intangible assets was $ 1,744,366 and $ 1,809,687, for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, the weighted-average remaining amortization period for intangible assets was 2.28 years.

 Based
on the balance of intangibles assets at December 31, 2024, expected future amortization expense is as follows:

OF FUTURE AMORTIZATION EXPENSE

 2025

 $
 921,139

 2026

 709,464

 2027

 73,211

 2028

 49,200

 2029

 49,200

 Amortization Expense

 $
 1,802,214

 NOTE
8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts
payable and accrued expenses consisted of the following amounts:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts payable

 $
 6,109,150

 $
 4,766,294

 Accrued payroll and bonuses

 750,410

 1,167,804

 Accrued expenses

 1,477,846

 1,032,270

 Accrued commissions

 37,847

 100,000

 Indirect taxes payable

 32,959

 53,277

 Accrued interest

 1,226,874

 477,824

 Total accounts payable and accrued expenses

 $
 9,635,086

 $
 7,597,469

 F- 18

 Note
9 - RELATED PARTY TRANSACTIONS

 Independent
Consulting Agreement with Stephen Scott

 In
August 2020, we entered into an Independent Consulting Agreement with Stephen Scott, a significant stockholder due to his beneficial
ownership, with respect to advisory and consulting services relating to our strategic and business development, and sales and
marketing. Mr. Scott received a consulting fee of $ 11,500
per month for such services until July 2023.

 In
July 2023, we entered into an Independent Consulting Agreement with Mr. Scott, as amended in July 2024, to provide, on a
non-exclusive basis, advisory and consulting services relating to our strategic and business development, intellectual property
development, banking relationships, and strategic mergers and acquisitions for a period of one year. Mr. Scott will receive a consulting fee of
$ 15,000
per month for such services under the terms of this agreement. During the years ended December 31, 2024 and 2023, we paid consulting
fees to Mr. Scott in the amounts of $ 180,000
and $ 159,000,
respectively.

 Convertible
Note Payable – Related Party

 In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $ 5,000,000 bearing an interest
rate of 10.00 % per annum. The principal amount, together with accrued and unpaid interest is due on March 20, 2025. At any time prior
to or on the maturity date, Hensley & Company is permitted to convert all or any portion of the outstanding principal amount and
all accrued but unpaid interest thereon into shares of our common stock at a conversion price of $ 18.00 per share. During the years ended
December 31, 2024 and 2023, we recorded interest expense of $ 500,000 and $ 388,888, respectively. Accrued interest as of December 31,
2024 and 2023 was $ 888,888 and $ 388,888, respectively. Mr. McCain, a director of our company, is President and Chief Executive Officer
of Hensley & Company.

Services Agreement with Hensley Beverage Company – Related Party

 In
July 2021, we entered into a 1-year Managed Services Agreement with Hensley Beverage Company, an entity affiliated with Mr. McCain, a
director of our company, to provide secured managed services. We also may be engaged by Hensley Beverage Company from time to time to
provide other related services outside the scope of the Managed Services Agreement. While the agreement provides for a term through December
31, 2021, the agreement will continue until terminated by either party. For the years ended December 31, 2024 and 2023, we received $ 2,283,995
and $ 1,417,398, respectively from Hensley Beverage Company for contracted services and had an outstanding receivable balance of zero
and $ 152,213 as of December 31, 2024 and 2023, respectively. The payments received during the year ended December 31, 2024 included payments for future services, of which $ 191,633 remains outstanding at December 31, 2024.

 Note
10 - STOCKHOLDERS' EQUITY

 Our
amended and restated certificate of incorporation authorized the issuance of up to 300,000,000 shares of common stock and 50,000,000
shares of undesignated preferred stock, each having a par value of $ 0.00001 per share. Shares of common stock have both economic and
voting rights.

 Equity
Transactions

 During
the years ended December 31, 2024 and 2023, we issued an aggregate of 126,688 and 1,782,658 shares of common stock to investors for cash
proceeds of $ 154,947 and $ 6,682,198, respectively.

 During
the years ended December 31, 2024 and 2023, we issued an aggregate of 200,000 and 366,667 shares of common stock, respectively, to consultants,
lenders, and vendors for services rendered.

 On
December 10, 2024, we issued warrants to the Purchasers and the Placement Agent of the Securities Purchase Agreement to purchase 6,500,000
shares and 224,945
shares of our common stock, respectively. The warrants issued to the Purchasers and Placement Agent are exercisable for a period of five
years from the date of issuance with an exercise price of $ 1.00
per share and $ 1.66
per share, respectively.

 F- 19

 The
following table summarizes warrant activity:

OF STOCK WARRANT ACTIVITY

 Weighted Average
 Exercise Price

 Weighted
 Average
 Remaining
 Contractual
 Life (in years)

 Aggregate
 Intrinsic
 Value

 Outstanding at January 1, 2023

 9,614

 $
 75.00

 4.01

 $
 -

 Granted

 40,000

 3.75

 5.00

 -

 Exercised

 -

 -

 -

 -

 Expired or cancelled

 -

 -

 -

 -

 Outstanding at December 31, 2023

 49,614

 $
 17.56

 4.12

 -

 Granted

 6,724,945

 2.88

 5.00

 -

 Exercised

 -

 -

 -

 -

 Expired or cancelled

 -

 -

 -

 -

 Outstanding at December 31, 2024

 6,774,559

 $
 2.98

 4.93

 $
 3,993,200

 Exercisable at December 31, 2024

 6,774,559

 $
 2.98

 4.93

 $
 3,993,200

 Note
11 – STOCK-BASED COMPENSATION

 2023
Equity Incentive Plan

 Our
2023 Equity Incentive Plan (the "2023 Plan"), which replaced our 2019 Equity Incentive Plan (the "2019 Plan"),
became effective on September 13, 2023. As of December 31, 2024, 4,814,330 shares were available for issuance under the 2023 Plan.

 Equity
Plan Activity

 In
applying the Black-Scholes option pricing model to stock options granted, we used the following assumptions:

OF BLACK-SCHOLES STOCK OPTIONS GRANTED

 For the Year Ended

 For the Year Ended

 Risk-free interest rate

 3.78 % - 4.23
 %

 3.46 % - 4.79
 %

 Contractual term (years)

 10.00

 5.00 – 10.00

 Expected volatility

 96.30 % – 96.65
 %

 94.58 % - 136.47
 %

 Expected dividend yield

 -
 %

 -
 %

 The
following table summarizes stock option activity:

OF STOCK OPTION ACTIVITY

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Life (in years)

 Aggregate Intrinsic Value

 Outstanding at January 1, 2023

 2,426,428

 $
 36.73

 -

 $
 -

 Granted

 326,512

 6.15

 -

 -

 Exercised

 ( 69,378
)

 7.18

 -

 -

 Expired or cancelled

 ( 578,394
)

 41.56

 -

 -

 Outstanding at December 31, 2023

 2,105,168

 31.63

 -

 -

 Granted

 33,953

 1.68

 -

 -

 Exercised

 -

 -

 -

 -

 Expired or cancelled

 ( 615,430
)

 15.29

 -

 -

 Outstanding at December 31, 2024

 1,523,691

 $
 37.34

 4.43

 $
 254,206

 Exercisable at December 31, 2024

 1,276,126

 $
 37.68

 3.81

 $
 136,815

 F- 20

 The
aggregate intrinsic value for stock options outstanding and exercisable is defined as the positive difference between the fair market
value of our common stock and the exercise price of the stock options.

 Total
compensation expense related to the options was $ 8,956,571
and $ 11,469,667
for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there was future compensation expense of
$ 6,034,145
with a weighted average recognition period of 0.99
years related to the options. The weighted-average grant-date fair value of options granted during the years 2024 and 2023 was
$ 1.34
and $ 2.57,
respectively. The total intrinsic value of options exercised during the years ended December 31, 2024 and 2023, was zero
and $ 887,595,
respectively.

 During
the year-ended December 31, 2024, 284,838 options vested, net of forfeitures.

 NOTE
12 – COMMITMENTS AND CONTINGENCIES

 Legal
Claims

 From
time-to-time, we are a party to litigation and subject to claims, suits, regulatory and government investigation, other proceedings, and
consent decrees in the ordinary course of business. We investigate claims as they arise and accrue estimates for resolutions of legal
and other contingencies when losses are probable and reasonably estimable.

 There
are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any of our directors, officers
or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party
adverse to us or has a material interest adverse to us. While the results of such normal course claims and legal proceedings, regardless
of the underlying nature of the claims, cannot be predicted with certainty, management believes, based on current knowledge and the likely
timing of resolution of various matters, any additional reasonably possible potential losses above the amounts accrued for such matters
would not be material. However, the outcome of claims, legals proceedings, or investigations are inherently unpredictable and subject
to uncertainty, and may have an adverse effect on us because of defense costs, diversion of management resources, and other factors that
are not known to us or cannot be quantified at this time. We may also receive unfavorable preliminary or interim rulings in the course
of litigation, and there can be no assurances that favorable final outcomes will be obtained. The final outcome of any current or future
claims or lawsuits could adversely affect our business, financial condition, or results of operations. We periodically evaluate developments
in our legal matters that could affect the amount of liability that has been previously accrued or the reasonably possible losses that
we have disclosed, and make adjustments as appropriate.

 Indirect
Taxes

 We
are subject to indirect taxation in some, but not all, of the various states and foreign jurisdictions in which we conduct business.
Laws and regulations attempting to subject commerce conducted over the Internet to various indirect taxes are becoming more prevalent,
both in the United States and internationally, and may impose additional burdens on us in the future. Increased regulation could negatively
affect our business directly, as well as the business of our customers. Taxing authorities may impose indirect taxes on the Internet-related
revenue we generated based on regulations currently being applied to similar, but not directly comparable industries. There are many
transactions and calculations where the ultimate indirect tax determination is uncertain. In addition, domestic and international indirect
taxation laws are complex and subject to change. We may be audited in the future, which could result in changes to our indirect tax estimates.
We continually evaluate those jurisdictions in which nexus exists, and believe we maintain adequate indirect tax accruals.

 As
of December 31, 2024 and 2023, our accrual for estimated indirect tax liabilities was $ 32,959 and $ 53,277, respectively, reflecting our
best estimate of the potential liability based on an analysis of our business activities, revenues subject to indirect taxes, and applicable
regulations. Although we believe our indirect tax estimates and associated liabilities are reasonable, the final determination of indirect
tax audits, litigation, or settlements could be materially different than the amounts established for indirect tax contingencies.

 F- 21

 Warranties

 Our
services are generally warranted to deliver and operate in a manner consistent with general industry standards that are reasonably applicable
and materially conform with our documentation under normal use and circumstances.

 We
offer a limited warranty to certain customers, subject to certain conditions, to cover certain costs incurred by the customer in case
of a security breach. We have entered into an insurance policy to cover our potential liability arising from this limited warranty arrangement.
We have not incurred any material costs related to such obligations and have not accrued any liabilities related to such obligations
in the consolidated financial statements as of December 31, 2024 and 2023.

 In
addition, we also indemnify certain of our directors and executive officers against certain liabilities that may arise while they are
serving in good faith in their company capacities. We maintain director and officer liability insurance coverage that would generally
enable us to recover a portion of any future amounts paid.

 NOTE
13 – LOANS PAYABLE, CONVERTIBLE NOTE PAYABLE AND LINES OF CREDIT

 Loans
Payable

 Loans
payable was as follows:

OF LOAN PAYABLE

 Effective Interest Rate

 Maturities

 Term loans

 3.62 % – 100.00 %+

 2024 - 2027

 $
 2,711,362

 $
 1,930,787

 Less current portion

 ( 2,674,090
)

 ( 1,856,245
)

 Long term loans payable

 $
 37,272

 $
 74,542

 Term
Loans

 Our
subsidiaries are borrowers under certain term loans. These term loans require monthly principal and interest payments. The term
loans are secured by various assets owned by our subsidiaries. We recorded aggregate interest expense of these term loans of $ 4,547
and $ 20,605
for the years ended December 31, 2024 and 2023, respectively. Accrued interest for the loans was zero
as of December 31, 2024 and 2023. The aggregate effective interest rate of the terms loans was 3.62 %
for the year ended December 31, 2024.

 In
March 2023, we entered into a cash advance agreement, pursuant to which we received gross proceeds of $ 2,000,000
and paid $ 87,500
in upfront fees. The terms of the cash advance agreement called for us to remit aggregate weekly payments of $ 99,398
until such time as we had repaid $ 2,870,000.
This cash advance agreement was secured by the accounts receivable of us and our wholly owned subsidiaries, Talatek, LLC and True
Digital Security, Inc. This loan was repaid in full in 2023. We recorded interest expense of $ 978,833
for the year ended December 31, 2023.

 In
August 2023, we entered into a second cash advance agreement, pursuant to which we received gross proceeds of $ 2,000,000
and paid $ 50,000
in upfront fees. The terms of the second cash advance agreement called for us to remit weekly payments of $ 80,588
until such time as we had repaid $ 2,740,000.
This cash advance agreement was secured by the accounts receivable of us and our wholly owned subsidiaries,
Talatek, LLC and True Digital Security, Inc. This loan was repaid in full in 2023. We recorded interest expense of $ 468,707
for the year ended December 31, 2023.

 In
November 2023, we entered into a business loan and security agreement, pursuant to which we obtained a loan with a principal amount of
$ 2,200,000 and paid an origination fee of $ 44,000. The business loan bears interest at a rate of 53.44 % per annum and is payable in 52
weekly installments of $ 53,731. The business loan is secured by all of the assets of our US subsidiaries. The proceeds of the loan were
used to repay in full the amount owned under our cash advance agreements that we entered into in March and August 2023. For the years
ended December 31, 2024 and 2023, we recorded interest expense of $ 564,529 and $ 200,881, respectively.

 F- 22

 In
connection with the business loan, we entered into a fee agreement pursuant to which we issued 133,334 shares of our common stock as
partial consideration for the lender to enter into the business loan and extend credit to us. We recorded the issuance of our common
stock as a discount to the business loan, which is amortized using the effective interest method over the term of the loan.

 On
March 28, 2024, under a troubled debt restructuring, we entered into a Business Loan and Security Agreement (the "Loan Agreement"
with LendSpark Corporation (the "Lender"), pursuant to which we obtained a restructured loan with a principal amount of $ 2,200,000
(the "Restructured Loan") from the Lender. Pursuant to the Loan Agreement, we paid the Lender a $ 44,000 origination fee.
The Restructured Loan bears interest at a rate of 51.73 % per annum and is payable in 52 weekly installments of $ 53,308, commencing on
April 5, 2024.

 Pursuant
to the Loan Agreement, we granted the Lender a security interest in all if our assets and the assets of our U.S. subsidiaries (the
"Collateral") that is secondary to the security interest held by Aion Financial Technologies, Inc. ("Aion"). Upon the occurrence of an event of default, the
Lender may, among other things, accelerate the Loan and declare all obligations immediately due and payable or take possession of
the Collateral.

 In
connection with the Restructured Loan, we entered into a Fee Agreement (the "Fee Agreement") with the Lender pursuant to
which we issued 100,000
shares of our common stock, as partial consideration for the Lender's agreement to enter into the Loan Agreement and extend
credit to us. The Fee Agreement contains customary representations, warranties, agreements and obligations of the parties. For the
year ended December 31, 2024, we recorded interest expense of $ 683,480.
This loan was repaid in full on March 26, 2025.

 In
June 2024, we entered into a Subordinated Business Loan and Security Agreement with Agile Capital Funding, LLC
("Agile"), pursuant to which we obtained a loan with a principal amount of $ 2,000,000
plus an administrative agent fee paid of $ 100,000.
The Subordinated Business Loan was in excess of 100 %
per annum and is payable in 30 weekly installments. The first four installments due were $ 75,000
followed by 26 installments of $ 103,154.
For the year ended December 31, 2024, we recorded interest expense of $ 1,026,058.

 Pursuant
to the Subordinated Business Loan Agreement, we granted Agile a security interest in the Collateral that is tertiary to the security
interest held by Aion and LendSpark. Upon the occurrence of an event of default, Agile may, among other things, accelerate the
Subordinated Business Loan and declare all obligations immediately due and payable or take possession of the Collateral. We may use
proceeds from the Subordinated Business Loan for general corporate purposes, which includes working capital, capital expenditures,
and repayment of debt. This loan was repaid in full in February 2025.

 In
November 2024, we entered into a Note Purchase Agreement, pursuant to which we obtained a loan with a principal amount of $ 540,000 and
paid an original issue discount of $ 140,000. The effective interest rate on Note Purchase Agreement exceeded 100 % per annum. This loan
matured on January 1, 2025 and was repaid in full..

 Line
of Credit

 On
January 31, 2024, we entered into a Loan and Security Agreement (the "Loan and Security Agreement") with Aion, pursuant to which we may borrow up to $ 3,500,000. The amount available for borrowing at any one time is limited
to 80 % of our eligible accounts receivable. The Loan and Security Agreement will bear interest at a rate of 19.25 % per annum (based on
a 360-day year), payable on the first business day of each month following the accrual thereof. The Loan and Security Agreement, together
with accrued and unpaid interest thereon, is due on January 30, 2025 (the "Maturity Date"). Upon providing 30 days written
notice we may terminate the Loan and Security Agreement, subject to an early termination fee of $ 35,000. Upon the occurrence of an "Event
of Default" (as defined in the Loan Security Agreement and including the failure to make required payments when due after specified
grace periods, certain breaches and certain specified insolvency events), Aion would have the right to accelerate payments due, which
from after such acceleration would bear interest at a default rate of 29.25 % per annum. The Loan and Security Agreement is secured by
our assets.

 We
used proceeds from the Loan and Security Agreement to repay our business loan entered into November 2023 and may use for general corporate
purposes, which includes working capital, capital expenditures, and repayment of debt. For the year ended December 31, 2024, we recorded
interest expense of $ 374,521. Accrued interest as of December 31, 2024 was zero.

 Convertible
Notes Payable

 In
June 2023, we issued an unsecured convertible note in the principal amount of $ 1,050,000 bearing an interest rate of 10.00 % per annum
payable monthly. The principal amount, together with accrued and unpaid interest was due on June 7, 2024. At any time prior to or on the
maturity date the holder is permitted to convert all of the outstanding principal amount into 4.20 % of the authorized units of our wholly
owned subsidiary vCISO, LLC. We recorded interest expense of $ 61,954 for the year ended December 31, 2023. Accrued interest as of December
31, 2023 was $ 61,954.

 F- 23

 In
June 2024, we entered into Amendment #1 to extend the maturity date of the $ 1,050,000 unsecured convertible note to December 15, 2024.
In exchange for an extension of the maturity date, we agreed to repay on September 30, 2024, all accrued, but unpaid interest as of June
30, 2024 on the convertible note. All remaining accrued, but unpaid interest was due at maturity on December 15, 2024.

 In
December 2024, we entered into Amendment #2 to extend the maturity date of the $ 1,050,000 unsecured convertible note to December 15,
2025. In exchange for the extension of the maturity date, interest beginning from the date of Amendment #2 increased to 12.00 % per annum
and $ 25,000 of accrued interest to be repaid on or before December 31, 2024, with remaining accrued interest due on or before March 31,
2025.

 In
March 2023, we issued an unsecured convertible note to Hensley & Company in the principal amount of $ 5,000,000 bearing an interest
rate of 10.00 % per annum. The principal amount, together with accrued and unpaid interest is due on March 20, 2025. At any time prior
to or on the maturity date, Hensley & Company is permitted to convert all or any portion of the outstanding principal amount and
all accrued but unpaid interest thereon into shares of our common stock at a conversion price of $ 18.00 per share. During the years ended
December 31, 2024 and 2023, we recorded interest expense of $ 500,000 and $ 388,888, respectively. Accrued interest as of December 31,
2024 and 2023 was $ 888,888 and $ 388,888, respectively. Mr. McCain, a director of our company, is President and Chief Executive Officer
of Hensley & Company.

 In
October 2023, we issued an unsecured convertible note in the principal amount of $ 1,000,000 bearing an interest rate of 12.00 % per annum
payable monthly. The principal amount, together with accrued and unpaid interest is due on October 12, 2024. At any time prior to or
on the maturity date the holder is permitted to convert all of the outstanding principal amount into shares of our common stock at a
conversion price of $ 1.7595 per share. We recorded interest expense of $ 26,983 for the year ended December 31, 2023. Accrued interest
as of December 31, 2023 was $ 26,983.

 In
June 2024, we entered into Amendment #1 to extend the maturity date of the $ 1,000,000 unsecured convertible note to December 15, 2024.
In exchange for an extension of the maturity date, we agreed to repay on September 30, 2024, all accrued, but unpaid interest as of June
30, 2024 on the convertible note. All remaining accrued, but unpaid interest was due at maturity on December 15, 2024.

 In
December 2024, we entered into Amendment #2 to extend the maturity date of the $ 1,000,000 unsecured convertible note to December 15,
2025. In exchange for the extension of the maturity date, interest beginning from the date of Amendment #2 increased to 12.00 % per annum
and $ 25,000 of accrued interest to be repaid on or before December 31, 2024, with remaining accrued interest due on or before March 31,
2025.

 In
November 2024, we entered into an Intellectual Property Buy-Back Purchase Agreement (the "Buy-Back Agreement"), pursuant
to which we reacquired vCISO, LLC in exchange for a Promissory Note with a face value $ 1,020,000 and bears interest of 8.00 % per annum.
The Promissory Note matures in November 2025. We may not prepay any principal amount due under this Promissory Note without the consent
of the holder. For the year-ended December 31, 2024, we recorded interest expense of $ 11,136, and accrued interest as of December 31,
2024 was $ 11,136.

 In
December 2024, we entered into a Securities Purchase Agreement (the "Agreement") with several purchasers (the "Purchasers").
Pursuant to the Agreement, the Purchasers agreed to purchase an aggregate of up to $ 8,125,000, including convertible notes and warrants
to purchase our common stock. The convertible notes have a face value of up to $ 8,125,000 and was subject to an original issue discount
of 20 %. The convertible notes do not bear a stated rate of interest and mature one year from the date of issuance. The effective interest
rate of these convertible notes exceeds 100 % per annum. At any time prior to or on the maturity date, the Purchasers, may in part or
in whole convert the outstanding principal amount into shares of our common stock at a Conversion Price equal to 90 % of the lowest volume
weighed average price of our common stock during the ten Trading Day period immediately preceding the Conversion Date. At no time shall
the Conversion Price be below $ 0.394 per share.

 The
Agreement initially funded us with gross proceeds of $ 3,125,000. Funding of the remaining $ 5,000,000 was contingent upon the effectiveness
of a change in majority of directors of CISO Global, which occurred on January 7, 2025, at which time we received the remaining
unfunded amount.

 We
issued 6,500,000
warrants pursuant to the Agreement to purchase shares of our common stock with an exercise price of $ 1.00
per share.

 We
initially recorded these convertible notes at a fair value of zero, recognized the fair value of a derivative liability of $ 1,509,844,
and recorded a loss of $ 1,022,650 upon issuance of the Agreement, as our issuances costs exceeded the fair value of the convertible notes.
The allocation of fair value to the convertible notes was made on a relative fair value basis as the free-standing warrants issued in
connection with the Agreement are equity classified. We accreted interest expense using the effective interest method over the expected
term of the Agreement through December 31, 2024. For the year ended December 31, 2024, we accreted interest expense of $ 2.

 F- 24

 The
conversion feature of the Agreement was determined to be an embedded derivative requiring bifurcation accounting as (1) the feature is not clearly and
closely related to the debt host and (2) the feature meets the definition of a derivative under ASC 815 and has been record at
fair value on our balance sheet. Subsequent changes in the fair value of embedded derivative flows through the Statements of Operations.

 The
proceeds from the Agreement will be used to repay outstanding principal amounts of short-term indebtedness and for general corporate
purposes, which may include working capital, capital expenditures, research and development, acquisitions of additional companies or
technologies, and investments.

minimum payments under the above debt instruments following the year ended December 31, 2024, are as follows:

OF FUTURE MINIMUM PAYMENTS FOR LONG TERM DEBT

 2025

 $
 14,839,458

 2026

 34,495

 2027

 3,615

 Total future minimum payments

 14,877,568

 Less: discount

 ( 3,158,266
)

 Total

 11,719,302

 Less: current

 ( 11,682,030
)

 Long
 term debt, net

 $
 37,272

 NOTE
14 – LEASES

 During
the years ended December 31, 2024 and 2023, we recognized additional ROU assets and lease liabilities of $ 60,215 and $ 733,782, respectively.
We elected to not recognize ROU assets and lease liabilities arising from short-term office leases, leases with initial terms of twelve
months or less (deemed immaterial) on the consolidated balance sheets.

 When
measuring lease liabilities for leases that were classified as operating leases, we discounted lease payments using its estimated incremental
borrowing rate. The weighted average incremental borrowing rate applied was 11.54 %. As of December 31, 2024, our leases had a remaining
weighted average term of 3.22 years.

 The
following table presents net lease cost and other supplemental lease information:

OF LEASE COST AND OTHER SUPPLEMENT LEASE INFORMATION

 Year Ended

 Year Ended

 Lease cost

 Operating lease cost (cost resulting from lease payments)

 $
 294,383

 $
 270,638

 Short term lease cost

 32,759

 156,828

 Net lease cost

 $
 327,142

 $
 427,466

 Operating lease – operating cash flows (fixed payments)

 $
 294,383

 $
 270,638

 Operating lease – operating cash flows (liability reduction)

 $
 219,342

 $
 199,069

 Non-current leases – right of use assets

 $
 537,173

 $
 762,228

 Current liabilities – operating lease liabilities

 $
 170,289

 $
 219,342

 Non-current liabilities – operating lease liabilities

 $
 428,070

 $
 596,307

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended December
31, 2024, are as follows:

OF FUTURE MINIMUM UNDER NON-CANCELLABLE LEASES FOR OPERATING LEASES

 Fiscal Year

 Operating Leases

 2025

 $
 217,377

 2026

 223,177

 2027

 229,145

 2028

 51,662

 Total future minimum lease payments

 721,361

 Amount representing interest

 ( 123,002
)

 Present value of net future minimum lease payments

 $
 598,359

 F- 25

 NOTE
15 – FAIR VALUE MEASUREMENT

 The
following table sets forth our material liabilities measured and recorded at fair value on a recurring basis:

OF FAIR VALUE MEASUREMENT

 As of

 Quoted prices in active markets for identical assets
(Level 1)

 Significant other observable inputs
(Level 2)

 Significant unobservable inputs
(Level 3)

 Current liabilities

 Derivative liability

 $
 -

 $
 -

 $
 2,102,927

 Total liabilities measured at fair value

 $
 -

 $
 -

 $
 2,102,927

 The
estimated fair value of the conversion feature of the derivative liability is based on Monte Carlo simulations, a traditional valuation
model. The derivative liability component of the convertible notes are classified as Level 3 due to significant unobservable inputs.

 NOTE
16 – INCOME TAXES

 No current or deferred income tax benefit or expense was recognized in the years ended December 31, 2024 and 2023.

 A
reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended December 31, 2024 and 2023 is as
follows:

 SCHEDULE OF STATUTORY FEDERAL INCOME TAX BENEFIT TO ACTUAL TAX BENEFIT

 Year Ended December 31,

 2024

 2023

 Computed tax benefit at statutory rate

 21.00
 %

 21.00
 %

 Stock-based compensation

 ( 9.51
)%

 ( 3.28
)%

 Change in valuation allowance

 ( 4.34
)%

 ( 10.77
)%

 Return to provision adjustments

 ( 7.15
)%

 ( 6.81
)%

 Other, net

 -
 %

 ( 0.14
)%

 Effective tax rate

 0.00
 %

 0.00
 %

 The
tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities were as follows
as of December 31, 2024 and 2023:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Deferred tax assets:

 Intangible assets

 $
 225,497

 $
 443,700

 Allowance for doubtful accounts

 32,230

 53,700

 Net operating loss carryforwards

 10,791,845

 8,707,500

 Stock-based compensation

 12,176,163

 9,841,300

 Accounts payable and accrued liabilities

 432,604

 239,800

 Goodwill impairment

 7,357,100

 7,357,100

 Other

 375,496

 Total deferred tax assets

 $
 31,390,935

 $
 26,643,200

 Valuation allowance

 ( 31,165,400
)

 ( 26,452,500
)

 Net deferred income taxes

 $
 225,535

 $
 190,700

 Deferred tax liabilities

 Property and equipment

 $
 ( 84,402
)

 $
 ( 74,400
)

 Prepaid expenses

 ( 141,133
)

 ( 116,300
)

 Total deferred tax liabilities

 ( 225,535
)

 ( 190,700
)

 Net deferred tax liabilities

 $
 -

 $
 -

 F- 26

 We
account for deferred taxes under ASC 740, Income Taxes, which requires a reduction of the carrying amounts of deferred tax assets by
a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly,
the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not
realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences,
projected future taxable income, tax-planning strategies, legislative developments, and results of recent operations. The evaluation
of the recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that
it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence
is commensurate with the extent to which it can be objectively verified.

 We
have provided a valuation allowance for our net deferred tax assets at December 31, 2024 and 2023, due to the uncertainty surrounding
the future realization of such assets and the cumulative losses we have generated. Therefore, no benefit has been recognized in the financial
statements for the net operating loss carryforwards and other deferred tax assets. During the years ended December 31, 2024 and 2023,
respectively, the valuation allowance increased by $ 4,712,900 and $ 22,344,508, respectively.

 As
of December 31, 2024, we had approximately $ 42,059,091 of consolidated federal net operating loss carryforwards and $ 39,977,845 of apportioned
state net operating loss carryforwards available to offset future taxable income, respectively. If unused, the federal and state net
operating loss carryforwards will begin to expire in 2032.

 Utilization
of net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations
provided by the Internal Revenue Code of 1986, as amended ("IRC"), and similar state provisions. We have not performed a detailed analysis
to determine whether an ownership change under Section 382 of the IRC has occurred or will occur. We will perform an analysis as soon
as is practicable to determine the extent of limitations. It is possible that additional limitations
may arise in future years, even after an analysis is completed, due to future changes in the ownership of our Company.

 We
file federal and state income tax returns in jurisdictions with varying statutes of limitations. With few exceptions, we are no longer
subject to federal or state income tax examinations by tax authorities for tax years prior to 2022 and 2021, respectively. We believe
our income tax filing positions and deductions are more likely than not to be sustained on audit. Therefore, no liabilities for uncertain
tax positions have been recorded.

 As
of the date of this filing, we have not filed our 2024 federal and state income tax returns. We expect to file these documents as soon
as practicable.

 NOTE
17 – DEFINED CONTRIBUTION PLAN

 We
sponsor a defined contribution 401(k) plans covering eligible U.S. employees, who may contribute up to 80 % of their compensation, subject
to limitations established by the Internal Revenue Code. We matched employee contributions on a discretionary basis in 2023 and amended
our plan in 2024 to remove the matching feature. Expenses for our matching contributions were zero and $ 637,365 for the years-ended December
31, 2024 and 2023.

 NOTE
18 – CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

 Cash
Deposits

 Our
financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Although we deposit cash
with multiple banks, these deposits may exceed the amount of insurance provided on such deposits. These deposits may generally be redeemed
upon demand and bear minimal risk.

 No
single customer represented over 10 % of our total revenue for the years ended December 31, 2024 and 2023.

 F- 27

 NOTE
19 – ACCUMULATED OTHER COMPREHENSIVE LOSS

 The
following table presents AOCI activity in equity:

OF ACCUMULATED OTHER COMPREHENSIVE INCOME

 Foreign Currency Translation Adjustments

 Total AOCI

 Balance as of December 31, 2022

 $
 1,062,247

 $
 1,062,247

 Other comprehensive income

 Amounts reclassified from AOCI

 -

 -

 Balance as of December 31, 2023

 Other comprehensive income

)

)

 Amounts reclassified from AOCI

 ( 1,320,177
)

 ( 1,320,177
)

 Balance as of December 31, 2024

 $
)

 $
)

 NOTE
20 – SEGMENT INFORMATION

 Our
Chief Operating Decision Maker ("CODM"), as of December 31, 2024, was our Chief Executive Officer. Our CODM evaluates the
performance of and allocates resources to our segment based on our consolidated net loss and earnings before interest, taxes, depreciation
and amortization (Segment EBITDA). Segment EBITDA is defined as segment revenue less operating costs and expenses, excluding depreciation
and amortization interest income or expense (net), provision or benefit for income taxes, change in fair value of derivative liabilities,
loss on issuance of convertible notes, impairment of goodwill and intangible assets, and stock-based compensation expense. We believe
Segment EBITDA serves as a measure that assists our CODM and our investors in comparing our segment performance on a consistent basis.

 Net
loss and Segment EBITDA are used to monitor budgeted versus actual results. Additionally, review of budgeted versus actual results is
used in assessing performance of the segment.

 Our
CODM does not use assets by segment to evaluate performance or allocate resources; therefore, we do not provide disclosure of assets
by segment.

 The
following table presents our segment information for the periods indicated and, because we currently only have one segment, net loss
is identical to the information presented in our "Consolidated Statement of Operations" above:

OF SEGMENT INFORMATION

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Net loss from continuing operations

 $
 ( 19,905,601
)

 $
 ( 64,984,498
)

 Impairment of goodwill

 -

 35,933,364

 Impairment of intangible assets

 -

 229,990

 Loss on issuance of convertible notes

 1,022,650

 -

 Interest expense, net

 3,584,172

 2,266,573

 Depreciation and amortization

 2,351,760

 2,300,699

 Stock-based compensation

 9,014,471

 12,536,500

 Change in fair value of derivative liabilities

 593,083

 -

 Segment EBITDA

 $
 ( 3,339,465
)

 $
 ( 11,717,372
)

 NOTE
21 – SUBSEQUENT EVENTS

 On
January 10, 2025, we received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC
("Nasdaq") indicating that, since we have not yet held an annual meeting of stockholders within twelve months of the end
of its December 31, 2023 fiscal year, we are out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a)
and 5810(c)(2)(G)). The notification letter has no immediate effect on the listing of our securities on the Nasdaq Capital
Market.

 Under
the applicable Nasdaq rules, we had 45 calendar days to submit a plan to regain compliance. If Nasdaq accepted our plan, Nasdaq can grant
an exception of up to 180 calendar days from our most recent fiscal year end, or until June 30, 2025, to regain compliance.

We filed a definitive proxy statement on March 5, 2025 for an annual meeting to be held on April 25, 2025 to regain compliance with
the applicable Nasdaq Listing Rules.

 On March 25, 2025, we entered
into Amendment Number One to the Purchase Agreement with Hensley & Company dba Hensley Beverage Company, a related party, pursuant to which
we extended the Maturity Date to March 20, 2026.

 On January 1, 2025 and March 26,
2025, we repaid in full the outstanding balances of our loans with Agile and LendSpark, respectively, our highest interest rate term
loans.

 F- 28