Charge Enterprises Inc. Financial Statements_March 31, 2021 - Restated November 12, 2021

Charge Enterprises, Inc.

(Formerly TransWorld Holdings, Inc.

And GoIP Global, Inc.)

and Subsidiaries

CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended

March 31, 2021

CHARGE ENTERPRISES, INC.

(FORMERLY TRANSWORLD HOLDINGS, INC. AND GOIP GLOBAL, INC.)

AND SUBSIDIARIES

FOR THE THREE MONTHS ENDED MARCH 31, 2021

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements
Consolidated Balance Sheets at March 31, 2021 (Unaudited) and December 31, 2020 (As Restated)	F-1
Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2021 and 2020 (As	F-2
Restated)
Consolidated Statements of Comprehensive (Loss) income (unaudited) for the three months ended March 31, 2021	F-3
and 2020 (As Restated)

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) for the three months ended March 31, F-4-F-5 2021 and 2020 (As Restated)

Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2021 and 2020 (As	F-6
Restated)
Notes to Unaudited Consolidated Financial Statements	F-7

-1-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Charge Enterprises, Inc.

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheets of Charge Enterprises, Inc. and subsidiaries (the Company) as of March 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders equity and cash flows for the three-months ended March 31, 2021 and 2020, and the related notes (collectively referred to as the interim consolidated financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(PCAOB), the balance sheet of the Company at December 31, 2020, and the related statements of operations, comprehensive income (loss), changes in stockholders' equity and cash flows for the year the ended (not presented herein); and in our report dated July 13, 2021 (except for note 5 as to which the date is August 17, 2021), we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2020, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

Basis for Review Results

These interim consolidated financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. 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.

s Seligson & Giannattasio, LLP

Seligson & Giannattasio, LLP White Plains, New York

October 25, 2021 (except for Note 3 as to which the date is November 9, 2021)

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

	CONSOLIDATED BALANCE SHEETS
					(As Restated)
						March 31,			December 31,
					2021 (Unaudited)			2020
	ASSETS
	Current assets
	Cash and cash equivalents		$		11,113,527				$		11,629,303
	Accounts receivable, net		42,600,467					64,129,327
	Deposits and prepaids				410,163						370,081
	Other current assets, net		171,806					227,307
	Marketable securities				6,402,424						2,992,710
	Investment in Oblong (OBLG)		249,000					257,000
	Investment in MPS					149,262						149,262
	Total current assets		61,096,649					79,754,990
	Property, plant and equipment, net		1,990,325					1,774,176
	Non-current assets				223,000						259,157
	Goodwill		17,175,990					17,175,990
	Deferred tax asset					1,625,641						443,006
	Total assets	$	82,111,605			$	99,407,319
	LIABILITIES AND STOCKHOLDERS' EQUITY
	Current liabilities:
	Accounts payable	$	52,571,115			$	69,914,181
	Accrued liabilities				702,391						785,172
	Deferred revenue		402,936					3,455,886
	Convertible notes payable, net of discount				2,323,834						1,436,144
	Convertible notes payable, related party, net of discount		0					275,984
	Related party payable				40,050						189,312
	Derivative liabilities			749,930					749,600
	Total current liabilities				56,790,256						76,806,279
	Non-current liabilities:
	Convertible notes payable, net of discount			525,622					1,947,945
	Total liabilities				57,315,878						78,754,224
	Commitments and contingencies
	Stockholder's Equity
	Preferred stock, $0.001 par value, 10,000,000 shares authorized;
	Series A: 1,000,000 authorized; 1,000,000 shares issued and				1,000						1,000
	outstanding at March 31, 2021 and December 31, 2020
	Common stock, $0.001 par value; 6,800,000,000 shares authorized
	149,428,974 and 140,018,383 issued and outstanding at March 31, 2021
	and December 31, 2020		149,428					140,018
	Common stock to be issued, 8,204,545 and 13,425,750 shares at March 31, 2021
	and December 31, 2020			8,205						13,426
	Additional paid in capital		78,320,228					72,583,222
	Accumulated other comprehensive income				40,919						60,375
	Accumulated deficit			(53,724,053)				(52,144,946)
	Total stockholders' equity					24,795,727						20,653,095
	Total liabilities and stockholders' equity		$	82,111,605				$	99,407,319

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

F-1

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

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	UNAUDITED
				For the three months ended
				March 31,
				2021
				(As Restated)			2020
	Revenues		$	111,127,641		$	-
	Cost of Goods Sold		109,509,320			-
	Gross Margin			1,618,321			-
	Operating expenses
	Stock based compensation		4,563,196			-
	General and administrative			1,299,287			2,148
	Professional fees		247,152			-
	Salaries and related benefits			832,384			1,442
	Depreciation expense		49,947			-
	Total operating expenses			6,991,966			3,590
	Net operating loss			(5,373,645)			(3,590)
	Other income (expenses):
	Interest expense		(181,002)			(323)
	Amortization of debt discount			(61,874)			-
	Amortization of debt discount, related party		(95,127)			-
	Change in fair value of derivative liabilities			(330)			-
	Foreign exchange adjustments		(451,478)			-
	Gain on settlement of liabilities			-			10,590
	Net income from investments		3,401,714			-
	Total other income (expenses)			2,611,903			10,267
	Income tax benefit (expense)			1,182,635			-
	Net income (loss)		$	(1,579,107)		$	6,677
	Basic loss per share		$	(0.01)		$	0.00
	Weighted average number of shares outstanding, basic			147,806,984			9,948,895
	Diluted loss per share		$	(0.01)		$	0.00
	Weighted average number of shares outstanding, basic and diluted			147,806,984			9,948,895

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

F-2