Tingo, Inc. ("we," "us," "our," "Tingo" or the "Company"), a Nevada corporation,
was formed on February 17, 2015.  Our shares trade on the OTC Markets trading
platform under the symbol 'TMNA'.  We acquired our wholly-owned subsidiary,
Tingo Mobile, PLC, a Nigerian public limited company ("Tingo Mobile"), in a
share exchange with its sole shareholder effective August 15, 2021.  The
Company, including its subsidiary Tingo Mobile, is an Agri-Fintech company
offering a comprehensive platform service through use of smartphones - 'device
as a service' (using GSM technology) to empower a marketplace to enable
subscribers/farmers within and outside of the agricultural sector to manage
their commercial activities of growing and selling their production to market
participants both domestically and internationally. The ecosystem provides a
'one stop shop' solution to enable such subscribers to manage everything from
airtime top ups, bill pay services for utilities and other service providers,
access to insurance services and micro finance to support their value chain from
'seed to sale'.

As of March 31, 2022, Tingo had approximately 9.3 million subscribers using its
mobile phones and Nwassa payment platform (www.nwassa.com).  Nwassas Africa's
leading digital agriculture ecosystem that empowers rural farmers and
agri-businesses by using proprietary technology to enable access to markets in
which they operate. Farm produce can be shipped from farms across Africa to any
part of the world, in both retail and wholesale quantities.  Nwassa's payment
gateway also has an escrow structure that creates trust between buyers and
sellers. Our system provides real-time pricing, straight from the farms,
eliminating middlemen.  Our users' customers pay for produce bought using
available pricing on our platform.  Our platform is paperless, verified and
matched against a smart contract. Data is efficiently stored on the blockchain.

Our platform has created an escrow solution that secures the buyer, funds are
not released to our members until fulfilment. The platform also facilitates
trade financing, ensuring that banks and other lenders compete to provide credit
to our members.

Although we have a large retail subscriber base, ours is essentially a
business-to-business-to-consumer ("B2B2C") business model. Each of our
subscribers is a member of one of two large farmers' cooperatives with whom we
have a contractual relationship and which relationship facilitates the
distribution of our branded smartphones into various rural communities of member
farmers. And it is through our phones and our proprietary applications imbedded
therein where we are able to distribute our wider array of agri-fintech services
and generate the diverse revenue streams as described in more detail in this

Our principal office is located at 43 West 23rd Street, 2nd Floor, New York, NY
10010, and the telephone number is +1-646-847-0144. Our corporate website is
located at www.tingoinc.com, although it does not constitute a part of this
Quarterly Report. We make available free of charge on our website our annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and all amendments to those reports as soon as reasonably practicable after such
material is electronically filed or furnished to the Securities and Exchange
Commission ("SEC"). Our shares are traded on OTC Markets under the ticker symbol

The information contained in this section should be read in conjunction with our
financial statements and notes thereto appearing elsewhere in this Quarterly
Report and in conjunction with the financial statements and notes thereto in the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2022
("10-K"). In addition, some of the statements in this report constitute
forward-looking statements. The matters discussed in this Quarterly Report, as
well as in future oral and written statements by management of Tingo, that are
forward-looking statements are based on current management expectations that
involve substantial risks and uncertainties which could cause actual results to
differ materially from the results expressed in, or implied by, these
forward-looking statements. Forward-looking statements relate to future events
or our future financial performance. We generally identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"anticipates," "could," "intends," "target," "projects," "believes,"
"estimates," "predicts," "potential" or "continue" or the negative of these
terms or other similar words. Important assumptions include our ability to
generate revenues, achieve certain margins and levels of profitability, and the
availability of additional capital. In light of these and other uncertainties,
the inclusion of a forward-looking statement in this Quarterly Report should not
be regarded as a representation by us that our plans or objectives will be
achieved. The forward-looking statements contained in this Quarterly Report
include statements as to:

? our future operating results;

? our business prospects;

? currency volatility, currency and inflation risks;

? our contractual agreements with our customers and other relationships with

some thirds ;

? the dependence of our future success on the general economy and its impact on

the industries in which we invest;


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? political instability in the countries in which we operate;

? uncertainty regarding certain legal systems in Africa;

? our dependence on external sources of capital;

? our expected financing and capital raisings;

? our regulatory structure and tax treatment;

? the adequacy of our liquidity and working capital;

? the timing of cash flows from our operations;

? the impact of interest rate fluctuations on our business;

? market conditions and our ability to access additional capital, if deemed


? uncertainty about the timing, pace and depth of an economic recovery in

United States and elsewhere; and

? natural or man-made disasters and other external events that may disrupt our


There are a number of important risks and uncertainties that could cause our
actual results to differ materially from those indicated by such forward-looking
statements. For a discussion of factors that could cause our actual results to
differ from forward-looking statements contained in this Quarterly Report,
please see the discussion in "Item 1A. Risk Factors" in our 10-K.  In
particular, you should carefully consider the risks we have described in the
10-K and elsewhere in this Quarterly Report concerning the coronavirus pandemic
and the economic impact of the coronavirus on the Company and our operations.
 You should not place undue reliance on these forward-looking statements. The
forward-looking statements made in this Quarterly Report relate only to events
as of the date on which the statements are made. We undertake no obligation to
update any forward-looking statement to reflect events or circumstances
occurring after the date this Quarterly Report is filed with the SEC.

The acquisition of Tingo Mobile plc

On August 15, 2021, the Company acquired all of the share capital of Tingo
Mobile plc, a Nigerian corporation ("Tingo Mobile") from Tingo International
Holdings, Inc., a Delaware corporation ("TIH"), the sole shareholder of Tingo
Mobile. Pursuant to the Acquisition Agreement executed in connection with the
transaction, as subsequently amended, we issued TIH 1,028,000,000 shares of our
Class A common stock and 65,000,000 shares of our Class B common stock.  We also
paid various fees and expenses in connection with the transaction, including
27,840,000 shares of our Class A common stock as a finder's fee.  This
transaction cost has been capitalized at a value of $ 111,387,840.


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Results of Operations

Three months completed March 31, 2022 Compared to the three months ended December 31, 2021

The Company’s consolidated results of operations for the three months ended
March 31, 2022 and December 31, 2021 are summarized as follows:

                                                                  Three Months Ended
($in Thousands)                                                  % of                           % of
                                               March 31, 2022   Revenue    December 31, 2021   Revenue
Revenue                                               257,058         -    

516 458

Operating Expense                                   (191,518)     74.50 %          (689,602)   (134.53) %
Operating Income (loss)                                65,539     25.50 %  

(173,144) (33.53)%

Other Income , net                                        186         -                (326)          -
Income (loss) before taxes                             65,725     25.57 %          (172,818)    (33.46) %
Income tax expense (benefit)                         (38,699)              


Income (loss) from continuing operations               27,026     10.51 %          (212,224)    (41.09) %
Net Income (loss)                                      27,026     10.51 %  

(212,224) –

In view of the fact that we acquired Tingo Mobile during the third quarter of
2021 and discontinued the prior existing business of the Company, the comparison
of operating results in the first quarter of 2022 to the first quarter of 2021
does not provide a meaningful comparison, as the acquisition of Tingo Mobile
significantly alters the performance of the Company.

Supplemental information relating to the comparative results for Tingo Mobile
for the quarters ended March 31, 2022 and 2021 are included below under
Unaudited Proforma Management Results of Tingo Mobile for the Three Months Ended
March 31, 2022 and December 31, 2021.


                                           Three Months Ended
                                   March 31, 2022   December 31, 2021
                                         $                  $
Outright Sales - Mobile phones                  -         301,009,552
Sales- Mobile Phones ( leasing)       121,773,857         123,067,333
Services- Mobile calls & data          13,726,612          14,462,866

NWASSA revenue                        121,557,050          77,918,210
Airtime                                 3,335,517           3,381,303
Brokerage on loans                      4,120,651             770,766
Insurance                               6,595,200           7,025,124
Trading on agricultural produce        62,198,505          29,385,688
Utility                                45,307,177          37,355,329

Total Revenue                         257,057,519         516,457,961

Leasing revenue is recognized over 36 months in equal instalments from the date
of sign up of the contract. Nwassa, our Agri-Fintech platform generated 47.3% of
total Company revenue during the three months ended March 31, 2022. By
comparison, the Agri-Fintech revenue for the three months ended December 31,
2021 was 15.1%. The mobile leasing and services ('device as a service') element
represented 52.7% of our total revenue during the first quarter of 2022. This
compares with 26.7% for the three months ended December 31 , 2021. Excluding one
off sales this represents 63.8% for the three months ended December 31,2021.The
Company has delivered strong growth in its Agri-Fintech Nwassa platform, which
has proportionately reduced the mobile leasing and services revenues as a
percentage of total revenues by over 20% quarter-on-quarter. The level of growth
in our Nwassa Agri-Fintech platform recorded significant increased activity in
the number of farmers trading on our Agri-Marketplace by over 90% for the three
months ended March 31, 2022 as compared to the three months ended December 31,
2021. Utility top-up activity levels increased by 38% for the three months ended
March 31, 2022 compared to the three months ended December 31, 2021. We believe
that the strong performance of the Agri-fintech side of our business is a clear
demonstration of the maturity and adoption of the Nwassa platform by a higher


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percentage of our 'Device as a Service' customer base , powered through farmers'
cooperatives. The level of loan brokerage increased by over 270% for the three
months ended March 31 , 2022 compares to the three months ended December
31,2021. We noted that at least 30% of the non-leasing customer base who
purchased our mobile phones in November 2021 registered for access to the Nwassa
platform to manage airtime and utility payments. This is significant, inasmuch
as it is a demonstration of our successful campaigns we ran to register
customers who bought a phone via a third cooperative with which we contracted in
November 2021.

However, we believe that it is important to understand that the provision of
smartphones is the means to drive a higher level of access to our AgriFintech
platform Nwassa, to enable our customers to participate in our Agri-marketplace,
top up their airtime, pay for utilities, insure their mobile devices and access
credit services through partner institutions. Typical fees and commissions on
these services can be up to 4.0%. Insurance revenue is fixed at $0.24 per device
per month. Our focus on providing an affordable mobile device is core to the
delivery of our fintech services and we call that 'Device as a Service' model.
The richness of our Agri-Fintech service and related payment services deliver a
very unique model of social upliftment and financial inclusion to rural
communities. The agri-marketplace we have created provides our customers with an
opportunity to market their fresh produce to reduce the 'time to market' and
contribute towards our objectives to support the rural farming community with
products and services that enable reduction in 'post-harvest losses' - a key
area of focus for us as part of our investment to deliver services through use
of smartphones to drive tangible social upliftment through increased sales for
such farmers using the Nwassa platform.

Cost of sales

The following table presents the cost of sales for the three months ended
March 31, 2022 and December 31, 2021:

                                                Three Months Ended
                                        March 31, 2022   December 31, 2021
                                              $                  $

Commission to Cooperatives and Agents        2,499,840           2,747,945
Cost of Mobile Phones                      101,282,845         385,226,378

Total cost of sales                        103,782,685         387,974,323

The cost of sales is made up of two key components:

Commissions to cooperatives and agents – the company has more than 17,000 agents

? who support the deployment of our services through Cooperatives and a

network of independent agencies of rural farmers and women.

Cost of mobile phones – we depreciate and equalize the cost of mobile devices by

? in accordance with the contractual recognition of revenues from our leased phones over 36 months.

There were no outright sales of phones during this period. Quarter of the previous period

finished December 31, 2021 also contained costs related to one-time sales.

? Advances in the balance sheet represent the gross value of telephone charges which

will be amortized monthly.

Selling, general and administrative expenses

The following table presents selling, general and administrative expenses for the three months ended March 31, 2022 and December 31, 2021:

                                             Three Months Ended
                                      March 31, 2022  December 31, 2021
                                            $                 $

Payroll and related expenses              24,987,746        221,952,587
Distribution expenses                        221,187            411,270
Professional fees                         55,524,912         76,840,995
Bank fees and charges                        636,047            412,914
Depreciation and amortization              5,458,094            796,029
General and administrative - other           860,331          1,158,576


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Bad debt expenses                                47,398        54,881

Selling, general and administrative expenses 87,735,715 301,627,252


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Prior year costs mainly relate to general and administrative costs only.  Our
acquisition of Tingo Mobile and the attendant expenses to maintain our status as
a public reporting company has substantially increased these costs.  In
addition, in 2021, we adopted our 2021 Equity Incentive Plan which provided for,
among other awards, shares of restricted stock to Plan participants.  This
resulted in compensation expense of $23.4 million for the quarter ended March
31, 2022 , included under Payroll and related expenses ( prior three months
ended December 31, 2021 - $220.1m). In addition , Professional fees above
relates to stock incentive granted to consultants at a cost of $55m ( prior
three months ended December 31, 2021 - $ 76.5m). Eliminating non-cash
expenditures such as compensation expense relating to these stock awards, the
Company had profit before tax of approximately $105.4 million on a consolidated
basis during the first quarter of 2022.  A detailed breakdown of other costs
included in Selling General and Administrative Expenses are contained in the
Consolidated Profit and Loss Statement.  A substantial part of these costs
relate to Tingo Mobile's operations in Nigeria.

Unaudited Proforma Management Results of our principal subsidiary Tingo Mobile
Plc ( Nigeria) for the Three Months Ended March 31, 2022 and December 31, 2021

                                                                   Three Months Ended
                                                          March 31, 2022     December 31, 2021
                                                                  $                   $

Outright Sales - Mobile Phones                                          -  

301 009 552

Sales- Mobile Phones ( leasing)                               121,773,857  
Services- Mobile calls & data                                  13,726,612            14,462,866

NWASSA revenue                                                121,467,049            77,918,210
Airtime                                                         3,335,517             3,381,303
Brokerage on loans                                              4,120,651               770,766
Insurance                                                       6,595,200             7,025,124
Trading on agricultural produce                                62,198,505  
Utility                                                        45,217,176            37,355,329

Total Revenue                                                 256,967,518           516,457,961
Cost of Revenues                                              103,782,685           387,974,323
Gross Profit                                                  153,184,833           128,483,638

Operating Expense                                               9,322,383             4,359,258

Income from Operations                                        143,862,450           124,124,380

Other income                                                      185,798               326,170

Profit before tax                                             144,048,248           124,450,550

Taxation                                                       38,698,829            39,406,255

Profit after Tax                                              105,349,419            85,044,295

Total Comprehensive Income attributable to ordinary
shareholders of Tingo                                         105,349,419  


Profit per share - Basic and Diluted                      $          0.09   $              0.07

Weighted Average number of common shares outstanding
Basic and diluted                                           1,214,793,989  


The figures above represent the unaudited pro forma performance of our core business, Tingo Mobile, for the three months ended March 31, 2022 and December 31, 2021.


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Tingo Mobile Revenue

Generally. Excluding one off sales of mobile phones amounting to $301.0 million
in 2021 , total revenue for Tingo Mobile increased substantially from from
$215.5 million in the fourth quarter of 2021 to $256.9 million in the first
quarter of 2022, an increase of $41.4 million, or 19.2%.  Our Nwassa
Agri-Fintech platform delivered a strong growth in revenue, increasing from $
77.9 million in the fourth quarter of 2021 to $121.8 million in the first
quarter 2022, a significant increase of 56.4% quarter-on-quarter.  The change
from the three months ended December 31, 2021 to March 31, 2022 was principally
due to the following:

the increased use of our agri-fintech services by our subscribers, which has experienced

increase of $43.6 million in the first quarter of 2022 compared to the first

quarter of 2021 regarding the revenues of Nwassa, our Agri-fintech platform. This

represents a net growth of 55% over the period. Our strategy to enable rural people

? communities with an affordable smartphone “device as a service” has proven

succeeded in increasing the volume of trade in agricultural products carried out on

the platform. Based on the fees we receive for these services, the Company

treated about $2.9 billion in volume of transactions for our subscribers

during the first quarter of 2022. (fourth quarter of 2021 – $1.8 billion).

The agricultural market place that allows farmers to exchange their delivered agricultural products

a growth of more than 100% in the number of farmers now marketing their products. the

significant increase in activity showed a growth of over 115% in Nwassa’s revenues for

? this activity. The turnover for the first quarter of 2022 achieved was $62.2 million,

compared to $29.4 million in the fourth quarter of 2021. This implies a

transaction value of approximately $1.5 billion for the first quarter compared to

for $0.7 billion in the fourth quarter of 2021.

Complementary utilities in Nwassa saw its revenue increase to $45.2 million for the first

? quarter of 2022 compared to $37.4 million in the fourth quarter of 2021. This

represents a growth rate of 20.8% quarter on quarter.

Nwassa’s significant revenue growth is in line with our strategy to

? grow our Agri-Fintech business as our primary focus with mobile access

devices as an enabler to ensure access and connectivity to our Nwassa platform.

The slight decline in the Naira-USD exchange rate on March 31, 2022 compared with

? for December 31, 2021 was mitigated by the significant organic growth of

both the activity in volume and the income thereof.

Mobile rental revenues continue to be in line with the expectations of the three-year rental contract and slightly impacted by the lower exchange rate.

Tingo Mobile Revenue Cost

Tingo Mobile's cost of revenue for the three months ended March 31, 2022 was
$103.8 million as compared to $387.9 million for the three months ended December
31, 2021, a decrease of $284.1 million, or approximately 73%. This is largely
due to the one off cost associated with one off sales in November 2021 of $301
million Cost of revenue principally consists of matching the release of our
lease prepayments to our manufacturer to that of our customers over the 36-month
mobile leasing period.  Increases over the prior year are a combination of a
longer leasing period in 2021, due to the renewal of new contracts in May and
August of 2021.  However, because overall cost of revenue also includes the cost
of our agri-fintech services, the trending decrease in cost of revenue as a
percentage of overall sales is inversely related to the proportional increase
over time of revenue generation from our higher margin agri-fintech services as
described below.  In other words, as we expand our NWASSA platform and revenue
streams associated therewith, we expect our overall cost of revenue, as a
percentage of overall revenue, to decrease accordingly.

Gross profit and operating result of Tingo Mobile

Tingo Mobile's gross profit for the three months ended March 31, 2022 was $153.2
million as compared to $128.5 million during the three months ended December 31,
2021, an increase of $26.6 million, or 20.1%.  The substantial increase is
largely due to positive growth of revenue mix in the higher margin business in
Nwassa, where we earn up to a 4.0% commission on various financial transactions
and have relatively insignificant marginal costs as compared to our sales and
leasing business.  With increased adoption rates and growth in our subscriber
base, as Nwassa becomes a progressively larger component of our aggregate
revenue, we expect overall gross profit margins to increase accordingly.  Nwassa
generates net margins over 90%.


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2021 Equity Incentive Plan

On October 6, 2021, the Board adopted our 2021 Equity Incentive Plan ("Incentive
Plan"), the purpose of which was to promote the interests of the Company by
encouraging directors, officers, employees, and consultants of Tingo to develop
a long-term interest in the Company, align their interests with that of our
stockholders, and provide a means whereby they may develop a proprietary
interest in the development and financial success of the Company and its
stockholders. The Incentive Plan is also intended to enhance the ability of the
Company and its subsidiaries to attract and retain the services of individuals
who are essential for the growth and profitability of the Company.  The
Incentive Plan permits the award of restricted stock, common stock purchase
options, restricted stock units, and stock appreciation awards.  The maximum
number of shares of our Class A common stock that are subject to awards granted
under the Incentive Plan is 131,537,545 shares.  The term of the Incentive Plan
will expire on October 6, 2031.  On October 12, 2021, our stockholders approved
our Incentive Plan and, during the fourth quarter of 2021 and the first quarter
of 2022, the Tingo Compensation Committee granted awards under the Plan to
certain directors, executive officers, employees, and consultants in the
aggregate amount of 118,870,000 shares.  The majority of the awards so issued
are each subject to a vesting requirement over a 2-year period unless the
recipient thereof is terminated or removed from their position without "cause",
or as a result of constructive termination, as such terms are defined in the
respective award agreements entered into by each of the recipients and the
Company.  We account for share-based compensation using the fair value method,
as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for
restricted stock awards, we measure the grant date fair value based upon the
market price of our common stock on the date of the grant and amortize the fair
value of the awards as share-based compensation expense over the requisite
service period, which is generally the vesting term. In connection with these
awards, we recorded compensation expense of $78.4 million for the three months
ended March 31, 2022 ( $ 23.4m for staff and $55m for consultants).

Cash and capital resources

Sources and Uses of Cash: Our principal sources of liquidity are our cash and
cash equivalents, and cash generated from operations.  On September 24, 2021, we
filed a Form D with the Securities and Exchange Commission indicating the sale
of our securities in one or more private transactions (the "Private Offering").

We anticipate that, following the private offering, we will also be able to secure sufficient operating and working capital for the operations of our parent company over the next twelve months.

Cash. From March 31, 2022our cash and cash equivalents totaled $25.3 million on a consolidated basis. This is a significant reduction from the quarter ended December 31, 2021 primarily due to a substantial reduction in accounts payable related to the Company’s mobile phone provider.

Indebtedness: The Company had no financial debt as of March 31, 2022.

We expect our cash on hand, proceeds received from our assets and operations,
cash flow from continuing operations will be sufficient to meet our anticipated
liquidity needs for business operations for the next twelve months. There can be
no assurance that we will continue to generate cash flows at or above current
levels or that we will be able to raise additional financing to support our
parent company's operating and compliance expenditures.

Our cash flows from continuing operations could be adversely affected by events
outside our control, including, without limitation, changes in overall economic
conditions, regulatory requirements, changes in technologies, demand for our
products and services, availability of labor resources and capital, natural
disasters, pandemics and outbreaks of contagious diseases and other adverse
public health developments, such as COVID-19, and other conditions. Our ability
to attract and maintain a sufficient customer base, particularly in our
principal markets, is critical to our ability to maintain a positive cash flow
from operations. The foregoing events individually or collectively could affect
our results.

We are evaluating the impact of current market conditions on our Company and its
ability to generate dollar-denominated income.  We believe that our operating
cash flow and cash on hand will be sufficient to meet operating requirements and
to finance routine capital expenditures through the next twelve months.

Off-balance sheet arrangements



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On November 10, 2021, our Board adopted a Dividend Policy for the Company.  The
Policy provides a process that the Board will undertake when approving
quarterly, annual, and special dividends for the Company including, but not
limited to, various financial criteria and macroeconomic factors, as well as
certain financial and economic factors specific to the Company.  In the case of
quarterly dividends, within ninety (90) calendar days following the end of each
fiscal year, the Board will determine the dividend payment, if any, that will be
made to holders of the Company's capital stock.  Such dividend will generally be
expressed as a cash amount equal to a percentage of the Company's consolidated
after-tax net income for such prior fiscal year, and will be divided into
fourths, with one-fourth of the amount payable each quarter.

Subsequent events

Our Management has carried out an assessment of the Company’s activity up to the date of issue of the financial statements by noting the following subsequent event:

On May 10, 2022, the Company entered into an Agreement and Plan of Merger
("Merger Agreement") among MICT, Inc. ("MICT"), MICT Merger Sub, Inc. ("Merger
Sub"), and the Company, whereby Merger Sub would be merged with and into the
Company, and the Company would therefore become a wholly-owned subsidiary of
MICT.  The shares of MICT are traded on the Nasdaq Capital Market under the
symbol 'MICT'.  A summary of the Merger Agreement and the actions taken by the
Company and MICT in connection therewith are included in the Company's Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May
12, 2022.


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