Cardiff Lexington Corp 10-Q

ITEM 2. 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 provides information that management believes is relevant to an assessment and understanding of our plans and financial condition . The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein. Use of Terms Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to Cardiff Lexington Corporation, a Nevada corporation, and its consolidated subsidiaries. Special Note Regarding Forward-Looking Statements This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our 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. Forward-looking statements include, but are not limited to, statements about: · our ability to successfully identify and acquire additional businesses; · our ability to effectively integrate and operate the businesses that we acquire; · our expectations around the performance of our current businesses; · our ability to maintain our business model and improve our capital efficiency; · our ability to effectively manage the growth of our business; · our ability to maintain profitability; · the competitive environment in which our businesses operate; · trends in the industries in which our businesses operate; · the regulatory environment in which our businesses operate under; · changes in general economic or business conditions or economic or demographic trends in the United States, including changes in interest rates and inflation; · our ability to service and comply with the terms of indebtedness; · our ability to retain or replace qualified employees of our businesses; · labor disputes, strikes or other employee disputes or grievances; · casualties, condemnation or catastrophic failures with respect to any of our business’ facilities; · costs and effects of legal and administrative proceedings, settlements, investigations and claims; and · extraordinary or force majeure events affecting the business or operations of our businesses. In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. 46 In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason. Overview We are an acquisition holding company focused on locating undervalued and undercapitalized companies, primarily in the healthcare industry, and providing them capitalization and leadership to maximize the value and potential of their private enterprises while also providing diversification and risk mitigation for our stockholders. Specifically, we have and will continue to look at a diverse variety of acquisitions in the healthcare sector in terms of growth stages and capital structures and we intend to focus our portfolio of subsidiaries approximately as follows: 80% will be targeted to established profitable niche small to mid-sized healthcare companies and 20% will be targeted to second stage startups in healthcare and related financial services (emerging businesses with a strong organic growth plan that is materially cash generative). On May 31, 2021, we acquired Nova Ortho and Spine, LLC, or Nova, which operates a group of regional primary specialty and ancillary care facilities throughout Florida that provide traumatic injury victims with primary care evaluations, interventional pain management, and specialty consultation services. We focus on plaintiff related care and are a highly efficient provider of emergency medical condition, or EMC, assessments. We provide a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. From sports injuries, to sprains, strains, and fractures, our doctors are dedicated to helping patients return to active lifestyles. We also own a real estate company, Edge View Properties, Inc., or Edge View, which we acquired on July 16, 2014. Edge View owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Management has invested years working to develop a new and exciting housing development in Salmon, Idaho and plans to enter into a joint venture agreement with a developer for this planned concept development. All of our operations are conducted through, and our income derived from, our two subsidiaries. Segments As of June 30, 2025, we had two reportable operating segments as determined by management using the “management approach” as defined by the authoritative guidance on Disclosures about Segments of an Enterprise and Related Information . (1) Healthcare (Nova) (2) Real Estate (Edge View) These segments are a result of differences in the nature of the products and services sold. Corporate administration costs, which include, but are not limited to, general accounting, human resources, legal and credit and collections, are partially allocated to the two operating segments. 47 The healthcare segment provides a full range of diagnostic and surgical services for injuries and disorders of the skeletal system and associated bones, joints, tendons, muscles, ligaments, and nerves. The real estate segment consists of Edge View, a real estate company that owns five (5) acres zoned medium density residential (MDR) with 12 lots already platted, six (6) acres zoned high-density residential (HDR) that can be platted in various configurations to meet current housing needs, and twelve (12) acres zoned in Lemhi County as Agriculture that is available for further annexation into the City of Salmon for development, as well as a common area for landowners to view wildlife, provide access to the Salmon River and fishing in a two (2) acre pond. Management uses revenues, cost of sales, operating expenses, and income (loss) before taxes to evaluate and measure its subsidiaries’ success. To help the segments achieve optimal operating performance, management retains the prior owners of the subsidiaries and allows them to do what they do best, which is run the business. Additionally, management monitors key metrics primarily revenues and income from operations in order to allocate resources accordingly. Results of Operations Comparison of Three Months Ended June 30, 2025 and 2024 The following table sets forth key components of our results of operations during the three months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenue. Three Months Ended June 30, 2025 2024 (Restated – as reflected in Form 10-Q/A, filed October 17, 2024) Amount % of Revenue Amount % of Revenue Total revenue $ 2,789,007 100.00% $ 1,471,643 100.00% Total cost of sales 1,093,748 39.22% 793,010 53.89% Gross profit 1,695,259 60.78% 678,633 46.11% Operating expenses Depreciation expense 763 0.03% 3,366 0.23% Share based compensation 97,500 3.50% – – Selling, general and administrative 987,319 35.40% 834,750 56.72% Total operating expenses 1,085,582 38.92% 838,116 56.95% Income (loss) from operations 609,677 21.86% (159,483 ) (10.84% ) Other (expense) income Other income – – 2,047 0.14% Gain on debt refinance and forgiveness – – 78,834 5.36% Penalties and fees – – (330 ) (0.02% ) Interest expense (1,836,072 ) (65.83% ) (41,347 ) (2.81% ) Amortization of debt discounts – – (11,306 ) (0.77% ) Total other (expense) income (1,836,072 ) (65.83% ) 27,898 1.90% Net loss $ (1,226,395 ) (43.97% ) $ (131,585 ) (8.94% ) 48 Revenue . For the three months ended June 30, 2025 and 2024, all of our revenue was generated by our healthcare segment, which is through a full range of diagnostic and surgical services. Our total revenue increased by $1,317,364, or 89.52%, to $2,789,007 for the three months ended June 30, 2025 from $1,471,643 for the three months ended June 30, 2024. The increase in revenue is mainly attributable to the higher settlement realization rate on gross billed charges of 43.18% as of June 30, 2025, versus the settlement realization rate of 41.80% as of June 30, 2024. For the three months ended June 30, 2024, we recorded a cumulative catch up reduction to net revenue of $859,321 which adjusted our accounts and receivable and revenue to the 41.80% settlement realization rate. Cost of sales . Our cost of sales consists of surgical center and laboratory fees, physician and professional fees, salaries and wages and medical supplies. Our total cost of sales increased by $300,738, or 37.92%, to $1,093,748 for the three months ended June 30, 2025 from $793,010 for the three months ended June 30, 2024. As a percentage of revenue, cost of sales decreased from 53.89% for the three months ended June 30, 2024 to 39.22% for the three months ended June 30, 2025. Excluding the cumulative catch up reduction to revenue of $859,321 noted above, as a percentage of revenue, cost of sales increased from 34.02% to 39.22% for the three months ended June 30, 2025. The increase is attributable to increases in laboratory fees and personnel related fees. Gross profit . As a result of the foregoing, our total gross profit increased by $1,016,626, or 149.80%, to $1,695,259 for the three months ended June 30, 2025 from $678,633 for the three months ended June 30, 2024. Our total gross margin (as a percentage of revenue) increased from 46.11% for the three months ended June 30, 2024 to 60.78% for the three months ended June 30, 2025. Depreciation expense . Our depreciation expense was $763, or 0.03% of revenue, for the three months ended June 30, 2025, as compared to $3,366, or 0.23% of revenue, for the three months ended June 30, 2024. Share based compensation expense . Share based compensation expense was $97,500 and $0 for the three months ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses . Our selling, general and administrative expenses consist primarily of accounting, auditing, legal and public reporting expenses, personnel related expenses, advertising expenses, professional advisor fees, rent expense, insurance and other expenses incurred in connection with general operations. Our selling, general and administrative expenses increased by $152,569, or 18.28%, to $987,319 for the three months ended June 30, 2025 from $834,750 for the three months ended June 30, 2024. As a percentage of revenue, our selling, general and administrative expenses were 35.40% and 56.72% for the three months ended June 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses was primarily attributable to higher personnel related expenses. Total other (expense) income . We had $1,836,072 in total other expense, net, for the three months ended June 30, 2025, as compared to total other income, net, of $27,898 for the three months ended June 30, 2024. Total other expense, net, for the three months ended June 30, 2025 consisted entirely of interest expense. Other income, net, for the three months ended June 30, 2024 consisted of gain on debt refinance and forgiveness of $78,834 and other income of $2,047, offset by interest expense of $41,347, amortization of debt discounts of $11,306 and penalties and fees of $330. The increase in interest expense is primarily attributable to the increase in initial and incremental fees charged on the number of existing purchases and claims under the line of credit for the three months ended June 30, 2025 versus the three months ended June 30, 2024. Net loss . As a result of the cumulative effect of the factors described above, our net loss was $1,226,395 for the three months ended June 30, 2025, as compared to $131.585 for the three months ended June 30, 2024, an increase of $1,094,810, or 832.00%. 49 Comparison of Six Months Ended June 30, 2025 and 2024 The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and 2024, both in dollars and as a percentage of our revenue. Six Months Ended June 30, 2025 2024 (Restated – as reflected in Form 10-Q/A, filed October 17, 2024) Amount % of Revenue Amount % of Revenue Total revenue $ 5,704,574 100.00% $ 3,793,775 100.00% Total cost of sales 2,168,782 38.02% 1,741,164 45.90% Gross profit 3,535,792 61.98% 2,052,611 54.10% Operating expenses Depreciation expense 4,128 0.07% 6,731 0.18% Loss on disposal of fixed assets 12,593 0.22% – – Share based compensation 97,500 1.71% 300,225 7.91% Selling, general and administrative 2,267,960 39.76% 1,686,146 44.45% Total operating expenses 2,382,181 41.76% 1,993,102 52.54% Income from operations 1,153,611 20.22% 59,509 1.57% Other (expense) income Other (expense) income (1,597 ) (0.03% ) 2,047 0.05% Gain on debt refinance and forgiveness – – 78,834 2.08% Penalties and fees – – (1,330 ) (0.04% ) Interest expense (2,829,186 ) (49.60% ) (417,616 ) (11.01% ) Amortization of debt discounts – – (24,821 ) (0.65% ) Total other expense (2,830,783 ) (49.62% ) (362,886 ) (9.57% ) Loss from continuing operations (1,677,172 ) (29.40% ) (303,377 ) (8.00% ) Loss from discontinued operations – – (111,312 ) (2.93% ) Net loss $ (1,677,172 ) (29.40% ) $ (414,689 ) (10.93% ) Revenue . Our total revenue increased by $1,910,799, or 50.37%, to $5,704,574 for the six months ended June 30, 2025 from $3,793,775 for the six months ended June 30, 2024. The increase in revenue is mainly attributable to the higher settlement realization rate on gross billed charges of 43.18% as of June 30, 2025, versus the settlement realization rate of 41.80% as of June 30, 2024. For the six months ended June 30, 2024, we recorded a cumulative catch up reduction to net revenue of $1,199,155 which adjusted our accounts and receivable and revenue to the 41.80% settlement realization rate. Cost of sales . Our total cost of sales increased by $427,618, or 25.46%, to $2,168,782 for the six months ended June 30, 2025 from $1,741,164 for the six months ended June 30, 2024. As a percentage of revenue, cost of sales decreased from 45.90% for the six months ended June 30, 2024 to 38.02% for the six months ended June 30, 2025. Excluding the cumulative catch up reduction to revenue of $1,199,155 noted above, as a percentage of revenue, cost of sales increased from 34.87% to 38.02% for the six months ended June 30, 2025. The increase is attributable to increases in laboratory fees and personnel related fees. 50 Gross profit . As a result of the foregoing, our total gross profit increased by $1,483,181, or 72.26%, to $3,535,792 for the six months ended June 30, 2025 from $2,052,611 for the six months ended June 30, 2024. Our total gross margin (as a percentage of revenue) increased from 54.10% for the six months ended June 30, 2024 to 61.98% for the six months ended June 30, 2025. Depreciation expense . Our depreciation expense was $4,128 or 0.07% of revenue, for the six months ended June 30, 2025, as compared to $6,731, or 0.18% of revenue, for the six months ended June 30, 2024. Loss on disposal of fixed assets . For the six months ended June 30, 2025, we recorded a loss on disposal of fixed assets of $12,593 due to the disposal of medical equipment that was no longer functional in our medical facilities. Share based compensation expense . Share based compensation expense was $97,500 and $300,225 for the six months ended June 30, 2025 and 2024, respectively. Selling, general and administrative expenses . Our selling, general and administrative expenses increased by $581,814, or 34.51%, to $2,267,960 for the six months ended June 30, 2025 from $1,686,146 for the six months ended June 30, 2024. As a percentage of revenue, our selling, general and administrative expenses were 39.76% and 44.45% for the six months ended June 30, 2025 and 2024, respectively. The increase in selling, general and administrative expenses was primarily attributable to higher personal related expenses of $432,746 and bad debt expense of $112,727. Total other expense . We had $2,830,783 in total other expense, net, for the six months ended June 30, 2025, as compared to total other expense, net, of $362,886 for the six months ended June 30, 2024. Total other expense, net, for the six months ended June 30, 2025 consisted of interest expense of $2,829,186 and other expense of $1,597. Other expense, net, for the six months ended June 30, 2024 consisted of interest expense of $417,616, amortization of debt discounts of $24,821 and penalties and fees of $1,330, offset by a gain on debt refinance and forgiveness of $78,834 and other income of $2,047. The increase in interest expense is primarily attributable to the increase in initial and incremental fees charged on the number of existing purchases and claims under the line of credit for the six months ended June 30, 2025 versus the six months ended June 30, 2024. Discontinued operations . For the six months ended June 30, 2025 and 2024, we recorded a loss from discontinued operations of $0 and $111,312, respectively. Net loss . As a result of the cumulative effect of the factors described above, our net loss was $1,677,172 for the six months ended June 30, 2025, as compared to $414,689 for the six months ended June 30, 2024, an increase of $1,262,483, or 304.44%. Liquidity and Capital Resources As of June 30, 2025, we had $559,715 in cash. This Quarterly Report on Form 10-Q reflects a restatement limited to reclassifying noncash interest expense in the consolidated statements of cash flows from financing to operating activities for the six months ended June 30, 2024. This change in presentation did not affect our cash balance for any period presented. To date, we have financed our operations primarily through revenue generated from operations, sales of securities, advances from stockholders and third-party and related party debt. We believe, based on our operating plan, that current working capital and current and expected additional financing should be sufficient to fund operations and satisfy our obligations as they come due for at least one year from the financial statement issuance date. However, additional funds from new financing and/or future equity raises are required for continued operations and to execute our business plan and our strategy of acquiring additional businesses. The funds required to sustain operations range between $600,000 to $1 million and additional funds execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan on the low end (assuming target company sellers accept a significant portion of the purchase price in the form of seller notes or our equity or equity in one of our subsidiaries) ranges between $5 million to $10 million. If, and to the extent, that sellers are unwilling to accept a significant portion of the purchase price in seller notes and equity, then the cash required to execute our business plan could be as much as $10 million. 51 We intend to raise capital for additional acquisitions primarily through equity and debt financings. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. There is no guarantee that we will be able to acquire additional businesses under the terms outlined above. The financial statements were prepared on a going concern basis and do not include any adjustment with respect to these uncertainties. Our ability to continue as a going concern and the appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. We have prospective investors and believe the raising of capital will allow us to fund our cash flow shortfalls and pursue new acquisitions. There can be no assurance that we will be able to obtain sufficient capital from debt or equity transactions or from operations in the necessary time frame or on terms acceptable to us. Should we be unable to raise sufficient funds, we may be required to curtail our operating plans. In addition, increases in expenses may require cost reductions. No assurance can be given that we will be able to operate profitably on a consistent basis, or at all, in the future. Should we not be able to raise sufficient funds, it may cause cessation of operations. Summary of Cash Flow The following table provides detailed information about our net cash flow for the six months ended June 30, 2025 and 2024. Six Months Ended June 30, 2025 2024 (Restated) Net cash used in operating activities from continuing operations $ (1,889,003 ) $ (1,135,300 ) Net cash provided by financing activities 1,260,533 3,353,840 Net change in cash (628,470 ) 2,329,852 Cash at beginning of period 1,188,185 866,943 Cash at end of period $ 559,715 $ 3,196,795 Our net cash used in operating activities from continuing operations was $1,889,003 for the six months ended June 30, 2025, as compared to $1,135,300 for the six months ended June 30, 2024. The primary drivers of our net cash used in operating activities for the six months ended June 30, 2025 are our net loss of $1,677,172 and an increase of $3,371,656 in accounts receivable, offset by increases of $2,579,283 in interest expense in the line of credit balance, $119,855 in accounts payable and other accrued expenses, $112,468 in accrued officers compensation, and $137,211 in accrued interest. For the six months ended June 30, 2024, the primary drivers of our net cash used in operating activities was our net loss of $414,689, decreases of $1,555,885 in accounts receivable and $367,400 in accounts payable and other accrued expenses, offset by increases in interest expense in the line of credit balance of $845,427 and share based compensation of $300,225. We monitor outstanding cases as they develop through ongoing discussions with attorneys, doctors and our third-party medical billing company and additionally monitor our settlement realization rates over time. We currently have one primary method of accelerating our cash settlement of our revenue and related accounts receivable through accepting lower settlement amounts during the final negotiations of the settlement, which is coordinated through our third-party medical billing company. When our third-party medical billing company is provided with a settlement amount of 49% of gross charges or greater they will accept. When presented with a lower amount we will discuss the reasons for the reduced rate and negotiate a higher rate. Shortening our negotiation time frame will typically result in a lower settlement realization rate, but will accelerate the cash settlement of the outstanding accounts receivable. We began employing this method in 2024, which reduced our settlement realization rate as described below. We may employ this method in the future. The most recent average realization time for accounts receivable was approximately 18 to 24 months from the initial date of service. Typically, a patient will have a series of dates of service over an average of 12 to 16 months. 52 Prior to fiscal year 2024, we historically realized a 49% settlement rate from total gross billed charges. Accordingly, we had historically recognized net healthcare service revenue as 49% of gross billed amounts. During 2024, we underwent efforts to accelerate cash settlement of our accounts receivable to generate cash flow for operations. We did this by shortening our settlement negotiations with insurance companies and accepting lower settlement amounts. Additionally, during 2024, we completed a thorough review of our third-party billing data, including reviewing historical reports and new reporting methods as a part of our updated analysis. Based upon this review, we determined that a 24-month lookback period should be used in the analysis of our historical settlement realization rates. As a result of the new efforts to accelerate cash settlement, during the six months ended June 30, 2024 we realized a 42.3% average settlement rate of our gross billed charges during this time frame, which were historically recorded in accounts receivable and revenue at 49% of gross billings. As of June 30, 2025 the settlement realization rate was 43.18%. We will continue to evaluate our estimate of our settlement realization rates in the future, which will include a monthly review of our trailing 24-month historical settlement realization rate, along with estimates of current and pending settlements through ongoing discussions with attorneys, doctors and our third-party medical billing company in order to determine our variable consideration under ASC 606 and the net transaction price. We will update our settlement realization rate estimate used in determining our accounts receivable and revenue each quarter based on this review. We had no investing activities for the three months ended June 30, 2025 and 2024. Our net cash provided by financing activities was $1,260,533 for the six months ended June 30, 2025, as compared to $3,353,840 for the six months ended June 30, 2024. Net cash provided by financing activities for the six months ended June 30, 2025 consisted of proceeds from line of credit of $1,464,919, offset by the payment of note payable of $150,000, payment of preferred stock dividends of $50,000 and repayments of the Small Business Administration loan described below of $4,386. Net cash provided by financing activities for the six months ended June 30, 2024 consisted of proceeds from line of credit of $3,677,268, offset by the payment of $120,997 to a director, $100,079 paid on convertible notes payable, $100,000 in dividend payments and $2,352 in payments on the Small Business Administration loan described below. Convertible Notes As of June 30, 2025, we had convertible debt outstanding net of amortized debt discount of $105,000. On January 24, 2017, we issued a convertible promissory note in the principal amount of $80,000 for services rendered, which matured on January 24, 2018. This note is currently in default and accrues interest at a default interest rate of 20% per annum. On March 30, 2023, we executed an additional tranche under this note in the principal amount of $25,000. This note is currently in default and accrues interest at a default interest rate of 20% per annum. On August 11, 2023, we executed an additional tranche under this note in the principal amount of $25,000. This note accrues interest at a rate of 15% per annum. Promissory Note – Settlement Agreement On June 11, 2024, we entered into a settlement agreement and release of claims with the holder of 165 shares of series R convertible preferred stock and certain convertible promissory notes. Pursuant to the settlement agreement and release of claims, the holder agreed to cancel its shares of series R convertible preferred stock and convertible promissory notes in exchange for a new fixed amount settlement promissory note in the principal amount of $535,000. This transaction was accounted for as a debt extinguishment and a gain on settlement of $78,834 was recorded to the unaudited consolidated statement of operations for the year ended December 31, 2024, in accordance with FASB Topic 470 Borrower’s Accounting for Debt Modifications. 53 The note does not bear interest and requires fixed payments as follows: (i) if we raise at least $5 million but less than $6 million in our planned underwritten public offering, or the Offering, then we must pay $250,000 on the closing date of the Offering, with payments of $125,000, $125,000 and $35,000 to follow on the 90 th , 180 th , and 240 th days following the closing of the Offering, respectively; (ii) if we raise at least $6 million but less than $7 million in the Offering, then we must pay $390,000 on the closing date of the Offering and $145,000 on the 90 th day following the closing of the Offering; and (iii) if we raise at least $7 million in the Offering, then we must repay the entire principal amount on the closing date of the Offering. As the Offering was not completed by August 15, 2024, we are required to pay $25,000 on such date and to continue making payments of $25,000 on each monthly anniversary thereof until the entire principal amount is repaid in full. If the Offering is completed after August 15, 2024, then we are required to make payments as described in the schedule above. Notwithstanding the foregoing, if we abandon the Offering and conduct a new public offering thereafter, then we are required to make a payment of $100,000 on the closing date of such other public offering, a second payment of $100,000 on the 90 th day following the closing of such offering and $35,000 each month thereafter until the entire principal amount is repaid in full. If any portion of the principal amount remains unpaid on the second (2 nd ) anniversary of the date of the note, it shall become immediately due and payable on such date. We may prepay the entire principal amount at any time without penalty. The note is unsecured and contains customary events of default for a loan of this type. Upon an event of default, interest would automatically begin to accrue at a simple interest rate of ten percent per annum. During the six months ended June 30, 2025, we paid a total of $150,000 against the outstanding principal due. Small Business Administration Loans On June 2, 2020, we obtained a loan from the Small Business Administration of $150,000 at an interest rate of 3.75% with a maturity date of June 2, 2050. The principal balance and accrued interest at June 30, 2025 was $145,215 and $0, respectively. Debenture On March 12, 2009, we issued a debenture in the principal amount of $20,000. The debenture bore interest at 12% per year and matured on September 12, 2009. The balance of the debenture was $10,989 at June 30, 2025 and the accrued interest was $9,523. We assigned all of our receivables from consumer activations of the rewards program as collateral on this debenture. Line of Credit On September 29, 2023, our company and Nova entered into a two-year revolving purchase and security agreement with DML HC Series, LLC, or DML, to sell, with recourse, Nova’s accounts receivables for a revolving financing up to a maximum advance amount of $4.5 million. A review is performed on a quarterly basis to assess the adequacy of the maximum amount. If mutually agreed upon by us and DML, the maximum amount may be increased. On April 24, 2024, we entered into amendment No. 1 with DML which increased the maximum advance amount to $8,000,000 and defined the discount fee equal to 2.25% per purchase and claims balance forward on new purchases with a minimum fee to now be $10,000. On June 11, 2024, we entered into amendment No. 2 with DML which further increased the maximum advance amount to $11,000,000. On December 27, 2024, we and Nova entered into amendment No. 3 with DML which further increased the maximum advance amount to $15,000,000. As of June 30, 2025, we had an outstanding balance of $12,690,193 against the revolving receivable line of credit and accrued interest of $441,174. The revolving purchase and security agreement includes discounts recorded as interest expense on each funding and matures on September 29, 2025. Related Party Loans In connection with the acquisition of Edge View on July 16, 2014, we assumed amounts due to previous owners who are current managers of Edge View. These amounts are due on demand and do not bear interest. The balance of these amounts is $4,979 as of June 30, 2025. 54 Contractual Obligations Our principal commitments consist mostly of obligations under the loans described above. Critical Accounting Policies The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission, or the SEC, on August 19, 2025. Off Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable.