Item No. Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk25 CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”), including statements related to future events, challenges we may face, businessstrategy, future performance, future operations, backlog, financial position, estimated or projected revenues and losses, projected costs,prospects, plans and objectives of management. All statements other than statements of historical fact may be forward-lookingstatements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,”“continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “intend,” “could,” “should,” “believe,” andvariations of such words or their negative and similar expressions. Forward-looking statements should not be read as a guarantee offuture performance or results and may not necessarily be accurate indications of the times at, or by, which such performance or results ●competition for projects in our markets; ●our ability to predict and respond to new laws and governmental regulatory actions affecting our business, includingforeign laws and governmental regulation;●risks related to delays in the grant of necessary licenses to clients and delays in passage of legislation expected to benefitour clients, which could delay the funding and start of projects●our ability to successfully develop new and/or enhancements to our product offerings and develop a product mix to meetdemand;●our ability to meet or exceed market expectations from analysts;●unfavorable economic conditions, increases in interest rates and restrictive financing markets that may cause customersto cancel contracts reflected in our backlog or cause sales to decrease;●our ability to successfully identify, manage and integrate acquisitions;●our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that areultimately awarded to us;●climate change and related laws and regulations;●our ability to manage our supply chain in a manner that ensures that we are able to obtain adequate raw materials,equipment and essential supplies in a timely manner and at favorable prices;●our ability to attract and retain key personnel;●risks associated with concentration of a large portion of our business from a relatively small number of keyclients/customers and the effect a loss of a key client/customer could have on our business;●risks associated with customers or suppliers not fulfilling contracts;●risks associated with reliance on key suppliers and risks such suppliers could change incentive programs that negativelyaffect our returns;●the impact of inflation on costs of labor, raw materials and other items that are critical to our business;●property damage and other claims and insurance coverage issues; These factors are not necessarily all of the important factors that could cause actual results or events to differ materially fromthose expressed in the forward-looking statements. Other unknown or unpredictable factors could also cause actual results or events todiffer materially from those expressed in the forward-looking statements. Our future results will depend upon various other risks and statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made, whether as a result of new information, future events orotherwise, except as required by law. You are advised, however, to consult any future disclosures we make on related subjects in future URBAN-GRO, INC.NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION, ACQUISITIONS, AND LIQUIDITY Organization urban-gro, Inc. (together with its wholly owned subsidiaries, collectively “urban-gro,” “we,” “us,” or “the Company”) wasoriginally formed on March 20, 2014, as a Colorado limited liability company. On March 10, 2017, we converted to a Coloradocorporation and exchanged shares of our common stock for every member’s interest issued and outstanding on the date of conversion.On October 29, 2020, we reincorporated as a Delaware corporation. On February 12, 2021, we completed an uplisting to the Nasdaq In 2024, urban-gro, Inc. was an integrated professional services and design-build firm. We offered value-added architectural,engineering, and construction management solutions to the Controlled Environment Agriculture (“CEA”), industrial, healthcare, andother commercial sectors. Innovation