What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-09 compared with 2023-03-07 · 926 added, 790 removed, 183 unchanged (90% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Financial Statements

of Independent Registered Public Accounting Firm for RDE, Inc.

(PCAOB Firm ID:

Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021

Consolidated Statements of Operations for the year ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Deficiency for the year ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the year ended December 31, 2022 and 2021

Statements of RDE, Inc.

Report of Independent Registered Public Accounting Firm for RDE, Inc.

(PCAOB ID 572 )

Consolidated Financial Statements as of December 31, 2023 (Successor) and

December 31, 2022 (Predecessor) and for the periods December 30, 2023 to December 31, 2023 (Successor), January 1, 2023 to December 29,

2023 (Predecessor) and for the year ended December 31, 2022 (Predecessor)

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Deficiency

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Arlington Heights, Illinois

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of RDE, Inc.

and subsidiaries (the “Company”) as of December 31,

2022 and 2021, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the years then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31,

2022 and 2021, and the results of its consolidated operations and its consolidated cash flows for the years then ended, in conformity

with accounting principles generally accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and negative operating cash flows

since inception and has a stockholders’ deficiency at December 31, 2022.

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1 to the consolidated

financial statements.

These consolidated financial statements do not include any adjustments that might result from the outcome of this

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

(the “SEC”) and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting.

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.

audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2017.

Weinberg & Company, P.A .

To the Stockholders and Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of RDE, Inc.

subsidiaries as of December 31, 2023 (Successor) and the consolidated balance sheet of Card Cash Exchange, Inc.

as of December 31, 2022

(Predecessor) (collectively, the Company), the related consolidated statements of operations, stockholders’ equity (deficiency),

and cash flows for the period from December 30, 2023 through December 31, 2023 (Successor), and related consolidated statements of operations,

changes in stockholders’ equity (deficiency), and cash flows for the period from January 1, 2023 through December 29, 2023, and

the year ended December 31, 2022 (Predecessor), and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of RDE, Inc.

subsidiaries at December 31, 2023 (Successor) and the financial position of Card Cash Exchange, Inc.

as of December 31, 2022 (Predecessor),

and the results of their operations and their cash flows for the periods from December 29, 2023 through December 31, 2023 (Successor),

January 1, 2023 through December 29, 2023, and for the year ended December 31, 2022 (Predecessor), in conformity with U.S.

generally accepted

accounting principles.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial statements,

the Company has a history of reporting net losses and negative operating cash flows.

Management’s plans in regard to these matters are also described in Note 1.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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.

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.

We have served as the Company’s auditor since

& Company, P.A.

Angeles, California

AND SUBSIDIARY

April 9, 2024

AND SUBSIDIARIES

BALANCE SHEETS

Current assets:

Cash and cash equivalents

Accounts receivable

Deposits with credit card processor

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right of use asset, net

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Intangible assets, net - provisional

Goodwill - provisional

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

Current liabilities:

2 unchanged sentences

Deferred revenue

Government assistance notes payable, current portion

Secured revolving line of credit

Convertible promissory notes, current portion

Notes payable, current portion

Acquisition obligation

Operating lease liability, current portion

Convertible debt assumed upon reverse merger, including accrued interest of $ 17,887 and $ 11,537 at December 31, 2022 and December 31, 2021, respectively

Acquisition notes payable, current portion, including accrued interest of $ 251,507 at December 31, 2022

Total current liabilities

Notes payable, net of current portion

Deferred taxes

Operating lease liability, net of current portion

Acquisition notes payable, including accrued interest of $ 687 and $ 162,300 at December 31, 2022 and December 31, 2021, respectively

Government assistance notes payable, including accrued interest of $ 45,541 and $ 25,321 at December 31, 2022 and December 31, 2021, respectively, net of current portion

Total liabilities

Commitments and Contingencies

Stockholders’ deficiency:

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized;

none issued and outstanding

Series B convertible preferred stock, 1,526,882 shares

issued and outstanding as of December 31, 2022

Stockholders’ equity (deficiency):

Preferred stock, $ 0.001

par value, 10,000,000 shares authorized;

Common stock, $ 0.001 par value, 750,000,000 shares authorized;

5 unchanged sentences

( 30,335,139 )

Total stockholders’ deficiency

( 3,049,017 )

Total stockholders’ equity (deficiency)

( 25,398,187 )

Total liabilities and stockholders’ deficiency

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARY

Total liabilities and stockholders’ equity (deficiency)

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

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Years ended December 31,

Cost of sales

Operating Expenses

Costs of revenues

Selling, general and administrative expenses

Amortization of capitalized software costs

Amortization of intangible assets

Write-off of impaired intangible assets

Impairment of property and equipment

Impairment of intangibles

Goodwill impairment

Total operating expenses

2 unchanged sentences

( 3,080,406 )

( 5,600,348 )

Other income (expense):

Interest expense

Financing costs

Gain on legal settlement

Gain on vendor settlement

Gain from forgiveness of government assistance note payable

( 2,890,466 )

( 2,723,332 )

Gain on forgiveness of debt

Total other income (expense), net

( 2,723,332 )

Net loss before income taxes

( 5,020,000 )

Net loss per share – basic and diluted

( 8,323,680 )

$ ( 5,020,000 )

$ ( 8,324,579 )

Net loss per share – basic

Net loss per share – diluted

Weighted average common shares outstanding – basic and diluted

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARY

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Ended December 31, 2022 and 2021

Preferred Stock

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

AND SUBSIDIARIES

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

December 30, 2023 to December 31, 2023 (Successor)

Common Stock Issuable

Additional Paid-In

Total Stockholders’

Equity(Deficiency)

Balance, December 29, 2023 (Successor)

$ ( 64,442,507 )

Effects of the merger

Balance, December 30, 2023

( 64,442,507 )

Fair value of common stock issued for employment agreements

( 5,020,000 )

Fair value of vested options

Issuance of common stock for service

Issuance of common stock for note payable extension

Issuance of common stock for legal settlement

Proceeds from issuance of common stock, net of offering costs

( 5,020,000 )

Balance, December 31, 2023 ( Successor)

$ ( 69,462,507 )

Balance, December 31, 2021

Period from January

1, 2023 to December 29, 2023 (Predecessor)

Additional Paid-In

Total Stockholders’

Balance, December 31, 2022 (Predecessor)

$ ( 30,335,139 )

$ ( 25,398,187 )

Stock based compensation

Purchase of employee stock options

contribution – retirement of Series B

Capital contribution

Balance, December 29, 2023 (Predecessor)

$ ( 30,459,684 )

Ended December 31, 2022 (Predescssor)

Stockholders’

December 31, 2021 (Predecessor)

$ ( 22,010,560 )

Fair value of vested options

Issuance of common stock to directors for services

Fair value of vested restricted stock units for employees

Issuance of common stock for services

Issuance of common stock for vendor balance

Issuance of common stock for cash

Issuance of common stock for GameIQ acquisition

$ ( 17,090,872 )

$ ( 22,010,560 )

Balance, December 31, 2022

$ ( 17,090,872 )

based compensation

( 8,324,579 )

December 31, 2022 (Predecessor)

$ ( 30,335,139 )

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARY

$ ( 25,398,187 )

$ ( 30,335,139 )

$ ( 25,398,187 )

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

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

December 31, 2023

December 29, 2023

Ended December 31,

December 31, 2023

December 29, 2023

Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

$ ( 124,545 )

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

Amortization of intangible assets

Impairment of intangible assets

Financing costs

Fair value of vested options

Fair value of vested restricted stock units to employees

Fair value of vested restricted stock units to directors

$ ( 8,324,579

Adjustments to reconcile net loss to net cash used

in operating activities

Fair value of common stock issued for services

Gain from vendor settlement

Gain on legal settlement

Gain from forgiveness of government assistance note payable

Fair value of vested stock options

Depreciation expense

Amortization of intangible assets

Amortization of debt discount

Impairment of goodwill

Impairment of intangible assets and property and equipment

Gain on forgiveness of debt

( 5,876,000 )

Change in right of use assets

Write-down of inventory

Accrued interest

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses and other current assets

Prepaid expenses

Change in right of use asset

Accounts payable

Accrued expenses

( 2,374,858 )

Deferred revenue

Accrued interest payable

Accrued payroll and advances – related party

Operating lease liability

Net cash used in operating activities

used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Cash, net, received from acquisition

Capital expenditures

provided by (used in) investing activities

$ ( 900,000 )

$ ( 1,000,479

CASH FLOWS FROM INVESTING ACTIVITIES

Cash acquired on GameIQ acquisition

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of acquisition notes payable

Repayment of notes payable – government assistance loans

Repayment of bridge note payable

Repayment of convertible notes payable

Repayment of acquisition obligation

Proceeds from notes payable – government assistance loans

Proceeds from offering

Net cash provided by financing activities

Advance on purchase consideration from RDE

Proceeds from line of credit

Repayment of line of credit

( 103,540,098 )

( 105,828,049

provided by financing activities

Net increase (decrease) in cash and cash equivalents

3 unchanged sentences

Interest paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Acquired software and technology from acquisition of GameIQ

Fair value of common shares issued on acquisition of GameIQ

Notes payable issued from acquisition of GameIQ

Government assistance notes payable and accrued interest assumed on acquisition of GameIQ

Fair value of common shares issued in settlement of vendor payable

Termination of operating lease right of use asset and lease liability

accompanying notes are integral part of these consolidated financial statements.

AND SUBSIDIARY

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING

Recording of operating lease

right of use asset and lease liability

Fair value of RDE common stock received

Gain on forgiveness of notes payable

Settlement of notes payable and accrued interest

Termination of Series B convertible preferred stock

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

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Ended December 31, 2022 and 2021

Organization and Basis of Presentation

March 1, 2020, RDE, Inc.

(“RDE”) (formerly

known as uBid Holdings, Inc.), a Delaware corporation, including its wholly-owned Delaware operating subsidiary, Restaurant.com, Inc.

(collectively, the “Company”), completed an asset purchase agreement with Restaurant.com,

Inc., an unrelated Delaware corporation, which was an entity engaged in the business of online marketing for participating restaurants

throughout the United States (see Note 3).

Accordingly, commencing March 1, 2020, the Company, through Restaurant.com, Inc., has

been in the business of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the

United States.

Unless the context indicates otherwise, “Restaurant.com” refers to the Company’s wholly-owned Delaware

operating subsidiary.

September 25, 2020, the Company changed its name from uBid Holdings, Inc.

and the Company’s trading symbol was changed

from UBID to RSTN to reflect the Company’s new name and new focus on the Restaurant.com business.

Considerations

March 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic (the “COVID-19

In response to the COVID-19 pandemic, many governments around the world have implemented, and continue to implement,

a variety of measures to reduce the spread of COVID19, including travel restrictions and bans, instructions to residents to practice

social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.

These government

mandates have forced many of the customers on whom the Company’s business relies, including restaurants and hotels and other accommodation

providers, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations

Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary

spending patterns, economies and financial markets, and the Company’s workforce, operations and customers.

The COVID-19 pandemic

and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented

decline in restaurants activities, travel and accommodation activities and consumer demand for related services.

The Company’s

financial results and prospects are dependent on the sale of these services.

Company’s operations have been significantly and negatively impacted.

Due to the uncertain and rapidly evolving nature of current

conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business

going forward.

With the spread of COVID-19 to other regions, such as Europe and the United States, the Company expects the COVID-19 pandemic

and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent

economic recovery, which could be an extended period of time.

the year ended December 31, 2022, the Company incurred a net loss of $ 1,278,524 ,

utilized cash in operations of $ 1,053,571 ,

and had a stockholders’ deficiency of $ 3,049,017 as

of December 31, 2022.

At December 31, 2022, the Company had cash of $ 1,122,958 available

to fund its operations, including expansion plans, and to service its debt.

The Company anticipates its cash balance will last until

approximately November 2023.

Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates

the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has experienced operating losses

and negative operating cash flows during 2022 and 2021.

The Company has financed its working capital requirements through borrowings

from various sources and the sale of its equity securities.

Company’s operations have been significantly and negatively impacted by the COVID-19 pandemic.

Due to the uncertain and rapidly

evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic

will have on its business going forward.

The Company expects the COVID-19 pandemic and its effects to continue to have a significant

adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended

period of time.

a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern.

The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Company’s ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund

its business activities and to ultimately achieve sustainable operating revenues and profitability.

market conditions present uncertainty as to the Company’s ability to secure additional funds, there can be no assurances that the

Company will be able to secure additional financing on acceptable terms, as and when necessary to continue to conduct operations.

is also significant uncertainty as to the effect that the coronavirus may have on the Company’s business plans and the amount and

type of financing available to the Company in the future.

the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could

be required to scale back its business activities or to discontinue its operations entirely.

Summary of Significant Accounting Policies

of Consolidation

accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted

accounting principles (“GAAP”) and include the financial statements of the Company’s wholly-owned operating subsidiary.

Intercompany balances and transactions have been eliminated in consolidation.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under

different assumptions or conditions.

Management bases its estimates on historical experience and on various assumptions that are believed

to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis

for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes

in facts and circumstances, historical experience and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates

are adjusted accordingly.

For the period December 30, 2023 to December 31,

2023 (Successor)

the period January 1, 2023 to December 29, 2023 and

year ended December 31,

2022 (Predecessor)

Organization, Basis of Presentation, and Summary of Significant Accounting Policies

(“RDE”) through its wholly-owned

subsidiary Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and

merchant deal options throughout the United States.

On August 18,

2023, RDE entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”).

On December 29, 2023,

the merger was completed and has been accounted for as a business combination using the acquisition method of accounting (See Note 3).

CardCash was formed in 2013 and buys merchant gift cards and resells them at a markup.

RDE’s operations are not considered significant compared to the operations of CardCash before the acquisition.

Accordingly, for

the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results

of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the “Predecessor”.

Periods beginning

after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with CardCash, and is

referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been placed in the consolidated

financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between

these periods.

C ollectively,

RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements

have been prepared under the assumption that the Company will continue as a going concern.

In accordance with the Financial Accounting

Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going Concern , the Company’s

management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going

concern within one year after the date the accompanying financial statements were issued.

RDE and CardCash have a history of reporting net losses

and negative operating cash flows.

These factors raise substantial doubt about the Company’s ability to continue as a going concern

within one year of the date that the financial statements are issued.

The financial statements do not include any adjustments that might

be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going

concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve

sustainable operating revenues and profitability.

The Company has financed its working capital requirements through borrowings from various

sources and the sale of its equity securities.

As market conditions present uncertainty as to the

Company’s ability to secure additional funds, there can be no assurances that the Company will be able to secure additional financing

on acceptable terms, as and when necessary to continue to conduct operations.

There is also significant uncertainty as to the effect that

the coronavirus may have on the Company’s business plans and the amount and type of financing available to the Company in the future.

If the Company is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company

could be required to scale back its business activities or to discontinue its operations entirely.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and include the financial statements of the Company’s wholly-owned operating subsidiary.

Intercompany balances and transactions

have been eliminated in consolidation.

For the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the

financial position, results of operations and cash flows of CardCash prior the acquisition, and is referred to as the “Predecessor”.

Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with

CardCash, and is referred to as the “Successor”.

A black-line between the Successor and Predecessor periods has been placed

in the consolidated financial statements and in the table to the notes to the consolidated financial statements to highlight the lack

of comparability between the periods.

Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

Use of Estimates

The preparation of the Company’s financial statements

in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to

make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure

of contingent assets and liabilities.

Actual results could differ from those estimates.

Significant estimates include those related to assumptions

used in accruals for potential liabilities, valuing equity instruments issued for services, impairment of goodwill and finite-lived intangible

assets, and the realization of deferred tax assets.

Company periodically issues share-based awards to employees and non-employees and consultants for services rendered.

Stock options vest

and expire according to terms established at the issuance date of each grant.

Stock grants are measured at the grant date fair value.

Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably

over the requisite service, or vesting, period.

Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur.

Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a

risk-free interest rate.

The expected volatility is based on the historical volatility of the Company’s common stock, calculated

utilizing a look-back period approximately equal to the contractual life of the stock option being granted.

The expected life of the

stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”).

The risk-free interest rate is estimated using comparable published federal funds rates.

Value of Financial Instruments

authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques

used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed

in one of three categories, as presented below.

Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair

value measurements, is also required.

Fair value of a financial instrument is defined as the amount at which the instrument could be

exchanged in a current transaction between willing parties.

three levels of the fair value hierarchy are as follows:

Valuations based on unadjusted

quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Valuations based on quoted

prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can

be corroborated by observable data for substantially the full term of the assets or liabilities.

Valuations based on inputs

that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor,

prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to

be representative of their respective fair values due to the short-term nature of those instruments.

and Business Combinations

On an ongoing basis, management reviews its estimates

and if deemed appropriate, those estimates are adjusted.

Significant estimates include those related to assumptions used in valuing inventories

at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other

long-term assets, assumptions used in valuing stock-based compensation, the realizability of deferred tax assets and the related valuation

allowance, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers .

The Company buys merchant gift cards from the general

public and distributors at a discount and then resells them at a markup.

The Company also derives revenue from the sale of discount certificates

for restaurants on behalf of third-party restaurants.

Revenue and costs of sales are recognized when control

of the products transfers to our customer, which generally occurs at a point in time when the risk and title to the product transfers

to the customer upon delivery to the customer.

The Company’s performance obligations are satisfied at that time.

The Company’s

standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices.

The Company recognizes revenue

on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.

Certain customers may receive incentives, which are

accounted for as variable consideration.

Provisions for sales returns are recognized in the period when the sale is recorded based upon

the Company’s prior experience and current trends.

These revenue reductions are established by the Company based upon management’s

best estimates at the time of sale following the historical trend, adjusted to reflect known changes in the factors that impact such reserves

and allowances, and the terms of agreements with customers.

For the period January 1, 2023 to December 29, 2023, and for the year ended

December 31, 2022, revenue of $ 86,661,944 and 97,008,102 was net of sales refunds and chargebacks of $ 2,650,481 and $ 3,684,492 , respectively.

Amounts billed and due from the Company’s customers

are classified as accounts receivable on the balance sheet.

Amounts received in advance from customers are recorded as deferred revenue

on the balance sheet until the performance obligations have been satisfied.

The Company has elected to apply the practical expedient to

not assess contracts for significant financing component because the period between the receipt of advance payment and the Company’s

transfer of services to the customer is less than one year.

Promotional gift cards

The Company sells Restaurant.com promotional gift

cards which can only be used to redeem restaurant coupons offered by the Company on its website.

Based on the Company’s historical

redemption rates of its promotional gift cards, a portion of the sale of gift card revenue is recorded as deferred revenue liability at

the time of sale and recognized as revenue in future periods based on historical redemption trend rates.

Sale of travel, vacation and merchandise

Revenue from transactions in which the Company

sells complementary entertainment and travel offerings and consumer products on behalf of third-party merchants is reported on a net

basis equal to the purchase price received from the customer for the voucher, less an agreed upon portion of the purchase price

paid by the Company to its merchant partners.

The Company also has agreements with selected third-party

partners, such as Google Ads, wherein third-party website(s) and/or product(s) are shown or incorporated in the Company’s platform

The Company generates revenues based upon the number of times the third-party website(s) or product(s) are accessed or viewed

by consumers from the Company’s platform or website.

Revenue is recognized when its determinable, which is generally upon receipt

of a statement and/or proceeds from the third-party partners.

Cost of Sales

Cost of sales consists primarily of the cost to purchase

merchant gift cards, and transaction fees and costs.

Shipping and Handling Costs

Shipping and handling costs billed to customers are

recorded as revenue.

The costs associated with shipping goods to customers are recorded as a delivery expense and are included in general

and administrative.

Schedule of Shipping and Handling Costs

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

Shipping and handling costs

Cash and Cash Equivalents

The Company considers all highly liquid investments

with maturities of three months or less when purchased, to be cash and/or cash equivalents.

Accounts Receivable

The Company’s trade accounts receivable are

recorded at amounts billed to customers and presented on the balance sheet net of the allowance for estimated credit losses, if required.

The allowance is determined by a variety of factors, including the age of the receivables, current economic conditions, historical losses

and other information management obtains regarding the financial condition of customers.

Receivables are charged off when they are deemed

uncollectible.

Due to the nature of the accounts receivable balance, no allowance for doubtful accounts was deemed necessary as of December

31, 2023 (Successor) and December 31, 2022 (Predecessor).

Inventories consist of merchant gift cards on hand that are available for

Inventories are valued at the lower of cost and net realizable value, with cost determined on a first in, first-out basis.

if required, reduce the cost of inventory to its net realizable value for estimated excess, obsolescence or impaired balances.

influencing these adjustments include changes in customer demand, rapid technological changes, and merchant bankruptcy.

At December 31,

2023, there were no write down of inventories.

At December 31, 2022 ( Predecessor ) cumulative write down of inventories were $ 101,000 .

and Equipment

and equipment are stated at cost less accumulated depreciation and amortization.

Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company’s

internal needs in accordance with ASC 350-40.

Costs incurred during the application development stage for software programs to be used

solely to meet its internal needs are capitalized.

Capitalized website development costs are included in property and equipment, net.

All ordinary maintenance costs are expensed as incurred.

Amortization of capitalized software costs is excluded from cost of sales and

included in amortization expense in the Statements of Operations.

and amortization is computed using the straight-line method over the estimated useful lives of the related assets.

The Company provides

for depreciation, as follows:

of Depreciation

Capitalized software and website

development costs

of estimated useful life or lease term

for maintenance and repair costs are charged to expense as incurred.

Business Combinations

Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified

13 unchanged sentences

of operations.

Company reviews the recoverability of the carrying value of goodwill at least annually at fiscal year-end, or whenever events or

circumstances indicate a potential impairment.

Recoverability of goodwill is determined by comparing the fair value of

Company’s reporting unit to the carrying value of the underlying net assets in the reporting units.

If the fair value of a

reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment

loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting

unit and the fair value of its other assets and liabilities.

Goodwill was recorded in 2021 as a result of the March 1, 2020

Restaurant.com, Inc.

At December 31, 2021, management conducted an evaluation of the recoverability of the carrying

value of goodwill and determined that it had been impaired, which resulted in a charge to operations of $ 334,000

at such date.

Assets with Finite Useful Lives

Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition.

intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs.

assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or

circumstances indicate that their carrying values may not be recoverable.

If the carrying value of an asset group is not recoverable,

the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations.

The intangible assets were recorded as a result of the January 2022 and March 2020 GameIQ and Restaurant.com, Inc.

transactions, respectively.

At December 31, 2022 and 2021, management conducted an evaluation of the recoverability of the carrying value of finite-lived intangible

assets and determined that they had been impaired, which resulted in a charge to operations of $ 258,714 and $ 236,030 , accordingly.

is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which

the Company expects to be entitled in exchange for transferring those products.

Revenue excludes taxes that have been assessed by governmental

authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and

Revenue recognition is evaluated through the following five-step process:

identification of the agreement

with a customer;

identification of the performance

obligations in the agreement;

determination of the transaction

allocation of the transaction

price to the performance obligations in the agreement;

recognition of revenue

when or as a performance obligation is satisfied.

Company operates online websites that sell discounted restaurant coupons, travel and vacation packages, and other merchandise across

a wide range of product categories, including, but not limited to, computer products, consumer electronics, apparel, housewares, watches,

jewelry, travel, sporting goods, automobiles, home improvement products, and collectibles.

In addition, the Company also generates revenues

based upon the number of times a third-party website(s) or products(s) are accessed or viewed by consumers from the Company’s website

of Restaurant Coupons

Company derives its revenue from transactions in which it sells discount certificates for restaurants on behalf of third-party restaurants.

Approximately 9 to 13 days each month the Company emails its customers offers for restaurant discounts based on location and personal

Consumers also access deals offered by the Company directly through the Company’s websites and mobile applications.

A typical restaurant discount deal might offer a $ 25 discount that can be used toward a $ 50 purchase at a restaurant.

The Company recognizes

revenue on a gross basis upon sale and collection of the restaurant coupons from customers.

The Company has no further commitment or

obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party

restaurants for these sales.

Sale of restaurant coupons are generally non-refundable.

On an infrequent case-by-case basis, the Company

will accept customer’s request to transfer a restaurant coupon from one third-party restaurant to another (for example, upon the

closure of a restaurant).

Gift Card Revenue

Company sells Restaurant.com promotional gift cards which can only be used to redeem for restaurant coupons offered by the Company on

Based on the Company’s historical redemption rates of its promotional gift cards, a portion of the sale of gift card

revenue is recorded as deferred revenue liability at the time of sale and recognized as revenue in future periods based on historical

redemption trend rates, but no longer than 24 months from the date of sale.

The Company continues to review historical promotional gift

card redemption information and considers any changes in redemption patterns to assess when revenue is realized.

Future redemption rates

may be different than our historical experience and subject to inherent uncertainty.

If actual redemption activity differs significantly

from our historical experience, our deferred revenue and results of operations could be materially impacted.

of Travel, Vacation and Merchandise

Company also derives revenue from transactions in which it sells complementary entertainment and travel offerings and consumer products

on behalf of third-party merchants.

Additional deals include discounted pricing at theaters, movies or other merchants.

Customers purchase

restaurant deals from the Company and redeem them with the Company’s merchant partners.

Approximately 9 to 13 days each month the

Company emails its customers offers for discounted experiences and products based on location and personal preferences.

Consumers also

access the Company’s deals directly through the Company’s websites and mobile applications.

Those discounted experiences

and products generally involve a customer’s purchase of a voucher through one of the Company’s websites that can be redeemed

with a third-party merchant for services or goods (or for discounts on services and goods).

Revenue from those transactions is reported

on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price

paid by the Company to its partners.

Company also has agreements with selected third-party partners, such as Google Ads, wherein third-party website(s) and/or product(s)

are shown or incorporated in the Company’s platform or website.

The Company generates revenues based upon the number of times the

third-party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website.

Revenue is recognized

when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners.

the years ended December 31, 2022 and 2021, disaggregated revenue by the Company’s divisions and type of revenue is presented below.

of Disaggregation of Revenue

Sales Channels

Restaurant Coupons

and Merchandise

Year Ended December 31, 2022

Business to consumer (B2C)

Business to business (B2B)

Year Ended December 31, 2021

Business to consumer (B2C)

Business to business (B2B)

of revenues represents the costs incurred to generate Restaurant.com revenues and consists primarily of transaction fees and costs.

Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines

and affiliate partners.

Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based

on visitors and/or registrations delivered to the site or at a set fee.

Agreements do not provide for guaranteed renewal and may be terminated

by the Company without cause.

Such advertising costs are charged to expense as incurred and included in selling, general and administrative

expenses in the statements of operations.

During the years ended December 31, 2022 and 2021, advertising costs were $ 485,531 and $ 601,941 ,

respectively.

accounts receivable are recorded at the invoiced amount and do not bear interest.

The Company maintains an allowance for doubtful accounts

to reflect the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable as a result

of the inability of its customers to make required payments for products.

Accounts with known financial issues are first reviewed and

specific estimates with respect to their collectability are recorded.

The remaining accounts receivable balances are then grouped into

categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category

based upon past history.

Account balances are charged off against the allowance when it is probable that the receivable will not be recovered.

There was no allowance for doubtful accounts recognized as of December 31, 2022 and 2021.

Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition.

The finite-lived intangible

assets consist of customer relationships, trade name, and developed technology.

Intangible assets with finite useful lives are amortized

using the straight-line method over their estimated useful life of three years.

Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable.

If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over

the fair value in our consolidated statements of operations.

During the period January 1, 2023 to December 29, 2023, Card Cash (Predecessor)

recorded impairment of intangible assets of $ 250,000 .

represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets

of the business acquired.

As of December 31, 2023 goodwill that arose from acquisition of CardCash (see Note 2) was $ 20,007,669 .

Under ASC 350 Intangibles-Goodwill and Other , goodwill and other intangible assets with indefinite lives are not amortized, but

instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment.

The Company’s

impairment testing is performed annually at December 31.

Impairment of goodwill and indefinite lived intangible assets is determined

by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting

If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed

impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair

value of the reporting unit and the fair value of its other assets and liabilities.

In accordance with the “Segment Reporting”

Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there

is only one reporting unit.

At December 31, 2022 CardCash (Predecessor), determined its goodwill was impaired and recorded an impairment

charge of $ 834,200 .

Long-Lived Assets

The Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events

or changes in circumstances indicate that their net book value may not be recoverable.

The measurement of possible impairment is

based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use

of the asset and its eventual disposition.

An impairment loss, equal to the difference between the asset’s fair value and its

carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount.

No impairment

indicators were identified as of December 31, 2023 (Successor).

During the period January 1, 2023 to December 29, 2023, an

impairment of $ 738,740 was recorded by CardCash (Predecessor).

Company leases certain corporate office space under lease agreements.

The Company determines whether a contract contains a lease at contract

A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period

of time in exchange for consideration.

Control is determined based on the right to obtain all of the economic benefits from use of the

identified asset and the right to direct the use of the identified asset.

Operating lease right-of-use assets (“ROU”) for

operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation

to make lease payments.

Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease

term at the commencement date.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in

the general and administrative line in the Company’s consolidated statements of operations.

Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of

deferred tax assets based upon the likelihood of realization of tax benefits in future years.

Under the asset and liability approach,

deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for

financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided for deferred tax assets

if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility

is uncertain.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.

Company expenses advertising costs as incurred and amounted to $ 807,031 and $ 961,770 for the years ended December 31, 2023 and 2022,

respectively, which are recorded in general and administrative in the Statements of Operations.

of Advertising

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

Advertising costs

Company periodically issues share-based awards to employees and non-employees and consultants for services rendered.

Stock options vest

and expire according to terms established at the issuance date of each grant.

Stock grants are measured at the grant date fair value.

Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably

over the requisite service, or vesting, period.

Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid

cash for the services.

Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur.

Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a

risk-free interest rate.

The expected volatility is based on the historical volatility of the Company’s common stock, calculated

utilizing a look-back period approximately equal to the contractual life of the stock option being granted.

The expected life of the

stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”).

The risk-free interest rate is estimated using comparable published federal funds rates.

Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses

are as follows:

Stock-based Expense

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

December 30, 2023

to Decembrer 31,

January 1, 2023

to December 29,

Stock based compensation costs

(Loss) Per Share

14 unchanged sentences

Common stock issuable

Common stock warrants

Series B convertible preferred stock

Common stock options

issuable and potentially issuable shares as summarized above do not include any shares that may be issuable upon the conversion of an

unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023 (see Note 7), as such promissory note is

convertible at the option of the Company into common shares at a price to be determined on the

date of conversion.

These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the

years ended December 31, 2022 and 2021, and thus such shares would have been excluded from the calculation of net loss per share.

Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes.

the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and

the tax basis of assets and liabilities.

Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.

the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded

amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made.

Alternatively,

should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment

to the deferred tax assets would be charged to operations in the period such determination was made.

the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax

years remain open to examination by the taxing authorities in which the Company currently operates.

The Company had no unrecognized tax

benefits as of December 31, 2022 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement,

presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP.

tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as

of the reporting date.

If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of

the position are recognized.

As of December 31, 2022, the Company had not recorded any liability for uncertain tax positions.

In subsequent

periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Company is currently delinquent with respect to certain of its U.S.

federal and state income tax filings.

Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured

by the Federal Deposit Insurance Corporation (the “FDIC”).

The Company may periodically have cash balances in financial institutions

in excess of FDIC insurance limits of $ 250,000 .

The Company has not experienced any losses to date resulting from this practice.

has determined that the Company has one operating segment.

The Company’s reporting segment reflects the manner in which its chief

operating decision maker reviews results and allocates resources.

The Company’s reporting segment meets the definition of an operating

segment and does not include the aggregation of multiple operating segments.

reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments.

Company then evaluated each operating segment to determine if it includes one or more components that constitute a business.

are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine

if they must be aggregated into one or more reporting units.

If applicable, when determining if it is appropriate to aggregate different

operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

issuable and potentially issuable shares as summarized above .

These potentially issuable common

shares would have been anti-dilutive because the Company had a net loss for the periods December 30, 2023 to December 31, 2023, and January 1, 2023 to December 29, 2023, and for the year ended

December 31, 2022, such

common stock equivalents would have been excluded from the calculation of net loss per share.

Value of Financial Instruments

value of financial and non-financial assets and liabilities is defined as an exit price, which 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.

The three-tier

hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is

1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,

either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant

to the fair value measurement.

The assessment of the significance of a particular input to the fair value measurement requires judgment

and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor,

prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to

be representative of their respective fair values due to the short-term nature of those instruments.

ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available

that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in

assessing performance.

The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer,

who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

Concentration

of Credit Risk

instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable

The credit risk exposure surrounding trade accounts receivable is limited as these amounts represent the timing difference

between payments being settled by credit card processors and the cash being provided to the Company.

significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended December 31, 2023 (Successor), for the period ended December 29, 2023 (Predecessor)

and for the year ended December 31, 2022 (Predecessor).

Company maintains a balance at financial institutions, which at times exceed the federally insured limit.

The Company has not experienced

a loss on this account.

Accounting Pronouncements

June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13,

Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”).

ASU 2016-13 requires

entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial

instruments, including trade receivables, which may result in the earlier recognition of allowance for losses.

ASU 2016-13 is effective

beginning January 1, 2023 and early adoption is permitted.

The adoption of ASU 2016-13 is not expected to have any impact on the Company’s

consolidated financial statement presentation or disclosures.

June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments .

ASU 2016-13 requires entities to

use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types

of financial instruments, including trade receivables.

This may result in the earlier recognition of allowances for losses.

The Company’s

adopted ASU 2016-13 effective January 1, 2023, and there was no material effect on the Company’s financial position, results of

operations and cash flows.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50),

Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU

ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an

exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification

or exchange as an exchange of the original instrument for a new instrument.

An issuer should measure the effect of a modification or

exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately

before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding

accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance

and debt origination or modification).

ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim

periods within those fiscal years.

An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges

occurring on or after the effective date.

Early adoption is permitted, including adoption in an interim period.

If an entity elects to

early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that

interim period.

The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement

presentation or disclosures.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers (“ASU 2021-08”).

ASU 2021-08 requires that an entity recognize and measure contract assets

and contract liabilities acquired in a business combination as if it had originated the contracts.

This is a shift from existing guidance,

which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date.

2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023.

adoption of ASU 2021-08 is permitted, including adoption in an interim period.

An entity that early adopts the guidance in an interim

period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after

the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations

that occur on or after the date of initial application.

The adoption of ASU 2021-08 is not expected to have any impact on the Company’s

consolidated financial statement presentation or disclosure.

does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material

impact on the Company’s financial statement presentation or disclosures.

January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement

and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification

technologies for retail businesses.

Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of

its common stock with a fair value of $ 300,000 and issued promissory notes totaling $ 140,914 , bearing interest at 1 % per annum, payable

in nine equal biannual installments, with the first installment due on the nine-month anniversary of the Closing Date as that term is

defined in the Merger Agreement.

The Merger Agreement closed on February 28, 2022.

The closing price of the Company’s common stock

was $ 0.50 per share on both January 31, 2022 and February 28, 2022.

The Company accounted for the acquisition as a business combination

in accordance with ASC 805, Business Combinations.

The Company has also determined that the acquisition does not qualify as significant

acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

following allocation of the purchase price was determined by the Company’s management.

The Company determined that the entire purchase

price be allocated to acquired software and technology.

The following table summarizes the assets acquired, liabilities assumed and the

purchase price allocation:

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options

(“ASU 2021-04”).

ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions

or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or

exchange as an exchange of the original instrument for a new instrument.

An issuer should measure the effect of a modification or exchange

as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification

or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment

for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination

or modification).

ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods

within those fiscal years.

An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring

on or after the effective date.

The Company adopted ASU 2021-04 effective January 1, 2022.

The adoption of ASU 2021-04 did not have any

impact on the Company’s consolidated financial statement presentation or disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure ,

which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment

expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s

profit or loss.

The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided

in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting ,

including the significant segment expense disclosures.

This standard will be effective for the Company on January 1, 2024 and interim

periods beginning in fiscal year 2025, with early adoption permitted.

The updates required by this standard should be applied retrospectively

to all periods presented in the financial statements.

The Company does not expect this standard to have a material impact on its results

of operations, financial position or cash flows.

September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier

Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations .

The ASU requires buyers to disclose information

about their supplier finance programs.

Interim and annual requirements include the disclosure of outstanding amounts under the obligations

as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period,

as well as a description of payment and other key terms of the programs.

This update is effective for annual periods beginning after

December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which

is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 on January 1, 2023, and there was no

material impact on our financial statements.

recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

Acquisition of Card Cash

December 29, 2023, RDE completed the acquisition of CardCash.

The acquisition was made pursuant to an agreement and plan of merger

dated August 18, 2023 between RDE and CardCash.

RDE acquired all of the issued and outstanding equity of CardCash for $ 26,682,000 ,

made up of the issuance of 6,108,007

shares of the RDE’s common stock valued at $ 24,682,000 ,

the issuance of a note payable for $ 1,500,000 ,

and payment of $ 750,000

utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations , and allocated

the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair

values as of the date of acquisition.

The fair value assigned to the developed technology was determined using the relief from royalty method.

value assigned to trade name were determined using the relief from royalty method.

The fair value of the customer relationships was determined

using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers

The cash flows were based on estimates used to value the acquisition, and the

discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted

average cost of capital.

The valuation assumptions took into consideration the Company’s estimates of customer attrition and revenue

growth projections.

The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible

assets has been recorded as goodwill.

Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance

the Company’s product offerings and lineup available to both new and existing customers and generate future synergies within the

discount coupon and giftcard business.

At the date of the

acquisition and as of this Annual Report on

Form 10-K, management has not yet finalized its valuation analysis.

The fair values of the assets acquired, as set forth below,

are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement

period (a period of up to one year from the closing date).

Any prospective adjustments through the purchase price measurement period

would change the fair value allocation as of the acquisition date.

The Company is still in the process of reviewing underlying

models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable

intangible assets, and assumed liabilities of CardCash on the date of acquisition:

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

Consideration paid:

Notes payable

Government assistance note payable and accrued interest (EIDL)

Fair value of consideration:

Notes payable ($ 750,000 due December 30, 2024;

$ 750,000 due December 30, 2025)

Common stock ( 6,108,007 shares of common stock at $ 4.00 per share)

Total consideration paid

Purchase price allocation

Acquired assets (cash)

Acquired software and technology

Total purchase price

Company estimated that the recorded intangible assets had a two-year estimated life and are subject to amortization.

the year ended December 31, 2022, the company recorded amortization expense of $ 184,795 .

As of December 31, 2022, management determined

there was an of impairment of its remaining intangible assets and charged its operations $ 258,714 for the write off of intangible assets.

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:

Accounts receivable

Prepaids, deposits, and other

Property and equipment, net

Accounts payable and accrued liabilities

( 2,068,154 )

Line of credit

( 6,737,385 )

Deferred tax liability

( 1,800,000 )

Net tangible assets

Intangible assets:

Developed technology

Customer relationships

Net identifiable intangible assets

Fair value of net asset acquired

The amount of revenue and net loss of CardCash included

in the Company’s (Successor) consolidated statements of operations during the period December 30, 2023 to December 31, 2023, was

zero and $ 5,000,000 , respectively.

following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect

to the purchase of GameIQ based on the historical financial statements of the Company and GameIQ.

to the purchase of CardCash based on the historical financial statements of the Company and CardCash.

The unaudited pro forma statements

1 unchanged sentence

Schedule of Pro Forma Statements of Operations

Operating expenses

Direct cost of revenues

Selling, general and administrative expenses

Impairment of acquired software and technology

Amortization of intangible assets

Total operating expenses

Loss from operations

$ 101,452,697

$ ( 9,122,246 )

Total Other income

$ ( 10,721,419 )

Net loss per share

Property and Equipment, Net

and equipment, net consisted of the following:

Schedule Property and Equipment, Net

December 31, 2023

( Successor )

December 31, 2022

( Predecessor )

Website development costs

Leasehold improvements

Property and equipment, gross

Accumulated depreciation

( 7,115,193 )

to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows:

of Provisions of Operations Subsequent Acquisitions

March 1, 2022 to

Property and equipment, net

depreciation expense on property and equipment was as follows:

December 30, 2023

Direct cost of revenues

Selling, general and administrative expense

amounts were included in the accompanying Consolidated Statement of Operations.

Deposit with Credit Card Processor

Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”)

payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings

for traditional retailers, government and utility, and service providers.

The Company was required to place a security deposit in order

to secure the third-party services.

The security deposit does not bear interest and is refundable upon termination of the agreement.

The outstanding security deposit was $ 87,237 as of December 31, 2022 and December 31, 2021.

Right-of-Use Assets and Operating Lease Liabilities

Company leases certain corporate office spaces under an operating lease agreement.

Lease assets are presented as operating lease right-of-use

assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets.

lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease

payments over the lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease

liabilities represent the Company’s obligation to make lease payments arising from the lease.

Generally, the implicit rate of interest

in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present

value of lease payments.

The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its

credit rating would be.

The operating lease ROU asset includes any lease payments made and excludes lease incentives.

September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois.

The lease has a term of 36 months

and an average base rent of approximately $ 7,600 per month.

The Company recorded a right-of-use asset and lease liability of $ 257,909

based upon the present value of all lease payments and a corresponding lease liability of $ 257,909 .

In December 2022, the Company terminated

its Arlington Heights, Illinois lease and recorded a reduction in a right-of-use asset and lease liability of $ 53,799 .

asset activity consisted of the following during the years ended December 31, 2022 and 2021:

of Right-of-use Asset Activity

Years Ended December 31,

Balance, beginning of period

Balance, end of period

under operating lease obligations activity consisted of the following during the years ended December 31, 2022 and 2021:

of Liabilities under Operating Leases Obligations

Years Ended December 31,

Balance, beginning of period

Lease payments

Balance, end of period

Less current portion

Non-current portion

to December 31,

January 1, 2023

to December 29,

December 30, 2023

to December 31,

January 1, 2023

to December 29,

Depreciation expense

At December 29, 2023 (Predecessor), the Company determined

certain of its capitalized website development costs were impaired and recorded an impairment charge of $ 738,740 on the accompanying Consolidated

Statements of Operations.

Goodwill and Intangible Assets

and i ntangible assets consist of the following:

of Other Intangible Assets

December 31, 2023

( Successor )

December 31, 2022

( Predecessor )

Intangible Assets

Customer relationships

Developed technology

Non-competition agreement

Intangible assets, gross

Accumulated amortization

( 2,700,000 )

Intangible assets, net $

On December 29, 2023, in relation to the acquisition

of CardCash (See Note 2), the Company recorded intangible assets of $ 6,700,000

(provisional).

During the period January 1, 2023 to December 29, 2023, CardCash (Predecessor) recorded amortization expense of

$ 300,000 , and at December 29, 2023, determined its Intangible Assets were impaired and recorded an impairment charge of $ 250,000 .

At December 31, 2022, CardCash (Predecessor), determined its Goodwill was impaired and recorded an impairment charge of $ 834,200 .

intangibles are amortized over their estimated remaining useful lives, which are as follows:

of Intangibles are Amortized Over their Estimated Remaining Useful Lives

Average Useful Life

Customer relationships

Trademarks, trade names and service marks

Developed technology

Non-competition

Average Useful Life

expense on intangible assets was as follows:

of Amortization Expense on Intangible Assets

December 30, 2023

to December 31,

January 1, 2023

to December 29,

Amortization expense

amortization expense for the Company is as follows:

of Amortization Expense for Each of the Five Succeeding Year and Thereafter

Company leases office facilities under noncancelable operating lease agreements.

During the period from January 1, 2023 through December

29, 2023 (Predecessor) and December 30, 2023 through December 31, 2023 (Successor), the Company had leases for office facilities in Woodbridge,

New Jersey and Schaumburg, Illinois.

components of lease expense were as follows:

of components of Lease Expenses

December 30, 2023

to December 31,

January 1, 2023

to December 29,

Operating lease expense

information related to leases was as follows:

of Supplemental Cash Flow Information

December 31, 2023

Weighted average remaining lease terms (in years)

Weighted average discount rate

of the Company’s operating lease liabilities are as follows as of December 31, 2023:

of Maturities of Lease Liabilities

Year Ending December 31:

of Maturities of Operating Lease Liabilities

December 31, 2023

Imputed interest

Total operating lease liability

Convertible Debt Assumed Upon Reverse Merger - Past Due

debt assumed upon reverse merger consists of the following at December 31, 2022 and December 31, 2021:

Secured Revolving Line of Credit

outstanding line of credit balance at December 31, 2023 and December 31, 2022 was:

of Line of Credit

( Successor )

( Predecessor )

Line of credit

November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up

to $ 10,000,000 .

The revolving line of credit is payable on demand, secured by the Company’s inventory, with interest based on the Wall Street

Journal Prime Rate plus 3.00 %,

limited to a floor of 6.5 %.

At December 31, 2023 and 2022, the average interest rate was 12 %

respectively.

The revolving line of credit was assumed by the Company in conjunction with the acquisition of CardCash (See Note 2).

As of December 31, 2023 the Company was in compliance with customary debt covenants.

Convertible Debt

debt consists of the following at December 31, 2023 and December 31, 2022:

of Convertible Debt

Total principal balance

Accrued interest

Total principal and accrued interest

November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders

of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc.

common stock.

The merger was treated

as a reverse merger and recapitalization of the Company for financial accounting purposes.

In conjunction with the merger agreement with

Incumaker, Inc., the Company assumed certain outstanding convertible notes payable.

The notes payable had interest rates ranging from

8 % to 22 % per annum.

At December 31, 2022 and December 31, 2021, the remaining convertible debt assumed in the transaction had a principal

balance outstanding of $ 20,000 , and accrued interest payable of $ 17,137 and $ 11,537 , respectively.

As of December 31, 2022, convertible

debt assumed in the transaction, including accrued interest payable, was convertible at $ 1.50 per share into 24,758 shares of the Company’s

common stock.

Acquisition Notes Payable

notes payable consists of the following at December 31, 2022 and December 31, 2021:

Schedule of Acquisition Notes Payable

GameIQ acquisition note payable

Restaurant.com acquisition note payable

( Successor )

( Predecessor )

Private investor

Incumaker-past due

Total principal balance

4 unchanged sentences

Non-current portion

Acquisition Note Payable

February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders, one for $ 78,813 .

and another for $ 62,101 .

In accordance

with Notes, RDE, Inc.

promises to pay to the order of the Holders the principal amounts together with annual interest on the unpaid principal

amount of 1 % computed on the basis of the actual number of days elapsed and a year of 365 days from the date of the Notes (the “Total

Amount”), which shall be paid upon the earlier of (i) nine (6) equal biannual installments with the first installment due on the

nine-month anniversary of February 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

Notwithstanding

any other provision of this Note, the Holders does not intend to charge, and the RDE, Inc.

shall not be required to pay, any fees or

charges in excess of the maximum permitted by applicable law;

any payments in excess of such maximum shall be refunded to the RDE, Inc.

or credited to reduce the principal hereunder.

All payments received by the Holder will be applied first to costs of collection, if any,

then the balance to the unpaid principal and interest.

In the event of default, the notes to the holders are secured, in the manner that

such payment to be made in cash or shares of the RDE, Inc.’s common stock at the election of the Holders.

These Notes may be prepaid

in whole or in part by the RDE, Inc.

For purposes of clarity, if RDE’s payments to the Holders pursuant to (i) of the agreement,

do not in the aggregate equal the Total Amount, the amount remaining owed to the Holders shall be paid to the Holders on or before the

Maturity Date.

the year ended December 31, 2022, the Company made principal payments of $ 13,136 .

As of December 31, 2022, the notes payable had an aggregate

principal balance outstanding of $ 127,788 and accrued interest payable of $ 688 .

Restaurant.com

to the terms of the acquisition agreement with Restaurant.com, Inc.

entered into on March 1, 2020, the Company executed an unsecured

promissory note in the principal amount of $ 1,500,000 that matures on March 1, 2023 .

The promissory note bears interest at a rate of

6 % per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion.

of December 31, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $ 1,500,000 and accrued interest payable

of $ 251,507 and $ 162,300 respectively.

Government Assistance Notes Payable

Assistance Notes Payable consists of the following at December 31, 2022, and December 31, 2021:

Schedule of Notes Payable

Paycheck Protection Loan

Economic Injury/Disaster Loans

On May 6, 2016, CardCash entered into a convertible

promissory note with an investor for the principal amount of $ 10,000,000 .

The note, as amended, was secured by tangible and intangible assets of the CardCash, interest of 4 %

per annum, and matured in June 2023.

of December 31, 2022, the Convertible Promissory Note had an aggregate principal balance outstanding of $ 10,000,000 and

accrued interest payable of $ 3,014,037 .

the period January 1, 2023 to December 29, 2023, additional interest of $ 556,608 was accrued.

On December 29, 2023, contemporaneous with the

acquisition of CardCash (see Note 2), the Private Investor converted the convertible promissory note into equity of CardCash as settlement

of the outstanding balance, with the right to receive 2,702,231

shares of RDE common stock with a fair value of $ 10,808,925 .

As a result, CardCash recorded a gain of $ 2,761,720

to account for the difference between the debt settled and the fair value of the RDE common stock issued.

November 5, 2018, RDE completed the acquisition of Incumaker, Inc.

and assumed certain outstanding convertible notes payable.

December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due.

December 31, 2023, the principal balance of $ 20,000 ,

and accrued interest of $ 20,137 ,

are convertible at $ 1.50 per

share into 26,758 shares

of the Company’s common stock.

Notes Payable

payable consists of the following at December 31, 2023 and December 31, 2022:

of Notes Payable

( Successor )

( Predecessor )

CardCash acquisition notes payable

GameIQ acquisition note payable

Economic Injury Disaster Loans (EIDL) note payable

Former investor

Total principal balance

2 unchanged sentences

Less current portion

( 13,724,092 )

Non-current portion

Protection Note Payable

March 22, 2021, the Company received loan proceeds of $ 1,025,535 pursuant to the Paycheck Protection Program (2nd draw).

The note payable

was scheduled to mature in March 2026 , bears interest at the rate of 1 % per annum, and is subject to the terms and conditions applicable

to loans administered by the SBA under the CARES Act.

The loan and accrued interest payable are forgivable provided the Company uses

the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $ 9,743 , was forgiven.

result, the gain from the forgiveness of the government assistance notes payable aggregating $ 1,025,535 was recognized in the statement

of operations during the year ended December 31, 2022.

Acquisition Notes Payable

December 29, 2023, the Company issued two year promissory notes totaling $ 1,500,000

as partial consideration

for the acquisition of CardCash (see Note 2).

is payable on the December

29, 2025, bearing simple annual interest of 5 %,

and $ 750,000

is to be paid upon the

earlier of (a) the completion of a firm commitment underwriting RDE’s initial public offering to allow the Company to become listed

on the Nasdaq Capital Market or (b) December 29, 2024 .

As of December 31, 2023, the notes

payable had an aggregate principal balance outstanding of $ 1,500,000 .

Acquisition Note Payable

February 1, 2022, RDE issued two notes payable for the purchase of GameIQ, one for $ 78,813 and

another for $ 62,101 .

In accordance with Notes, the Company promised to pay the principal together with interest at 1 % upon

the earlier of (i) nine equal biannual installments with the first installment due on October 1, 2022, and the final payment due February

1, 2025 (the “Maturity

of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $ 102,199 and accrued interest payable of $ 821 .

Injury Disaster Loans (EIDL)

June 17, 2020, the Company received $ 150,000

of proceeds applicable to loans administered

by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program.

On July 14, 2021, the Company

received an additional $ 350,000

June 17, 2020, RDE received $ 150,000

of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan

(EIDL) Program.

On July 14, 2021, the Company received an additional $ 350,000

of proceeds pursuant to the loan.

2020, the Company received $ 150,000

of proceeds applicable to loans administered

by the SBA as disaster loan assistance under the Covid-19 EIDL Program.

On January 31, 2022, the Company assumed an additional $ 14,500

On July 21, 2020, the Company received $ 150,000

of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program.

On January 31,

2022, the Company assumed an additional $ 14,500

EIDL, and accrued interest of $ 900 ,

as part of the consideration paid for the acquisition of GameIQ (see Note 3).

as part of the consideration paid for the acquisition of GameIQ.

loans bear interest at 3.75 % per annum, with a combined repayment of principal and interest of $ 3,500 per month beginning 12 months from

the date of the promissory note over a period of 30 years.

During the year ended December 31, 2022, the Company made principal payments

As of December 31, 2022, and December 31, 2021, the note payable had a principal balance outstanding of $ 661,035 and accrued

interest payable of $ 45,541 and $ 25,321 respectively.

Stockholders’ Deficiency

As of December 31, 2023, the note payable had a principal balance outstanding

of $ 664,500 and accrued interest payable of $ 27,259 .

May 6, 2016, CardCash entered into a promissory note with a former investor for the principal amount of $ 7,500,000 .

The maturity date of the Promissory Note is 60 days after repayment of the Convertible Promissory Note (See Note 7).

Interest shall

accrue and be added to the unpaid principal balance at the rate of 8.0 %

Principal and interest is due at maturity.

As of December 31, 2022, total interest accrued amounted to $ 6,224,092 .

During the period January 1, 2023 to December 29, 2023, additional interest of $ 1,578,975 was accrued.

On December 29, 2023, contemporaneous with the acquisition of CardCash (see Note 2), the Former

Investor converted the promissory note into equity of CardCash as settlement of the outstanding balance, with the right to receive 3,047,197

shares of RDE common stock with a fair value of $ 12,188,787 .

As a result, the Company recorded a gain of $ 3,114,280 to account the difference between the

debt settled and the fair value of the RDE common stock issued.

tax provision has been provided for the periods December 30, 2023 to December 31, 2023, January 1, 2023 to December 29, 2023, and the

year ended December 31 2022, due to the losses incurred during the periods.

Reconciled below is the difference between the income tax

rate computed by applying the U.S.

federal statutory rate and the effective tax rates for the respective period:

Schedule of Income Tax Effective Tax Rate

December 30, 2023

to December 31,

January 1, 2023

to December 29,

federal statutory tax rate

State income taxes, net of federal tax benefit

Tax-exempt loan forgiveness

Change in valuation allowance

Effective tax rate

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets as

of December 31, 2023 and 2022 are summarized below.

Schedule of Deferred Tax Assets and Liabilities

December 30, 2023

to December 31,

January 1, 2023

to December 29,

Deferred tax assets

Net operating loss carryforwards

Share-based compensation

Limitation on deduction of interest

Operating lease liability

Gross deferred taxes

valuation allowance

( 2,480,000 )

( 8,671,000 )

( 6,274,000 )

Total deferred tax assets

Deferred tax liabilities

Intangible assets

( 1,800,000 )

Property and equipment

( 1,178,000 )

( 1,028,000 )

Operating lease right-of-use asset

Total deferred tax liabilities

( 1,885,000 )

( 1,178,000 )

( 1,028,000 )

Net deferred tax liability

$ ( 1,800,000 )

assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the Company attaining

future taxable income during the periods in which those temporary differences become deductible.

As of December 31, 2023 and 2022, management

was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore

recorded an appropriate valuation allowance against deferred tax assets at such dates.

December 31, 2023, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately

$ 5,350,000 federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2031, subject

to Internal Revenue Service limitations, including change in ownership regulations.

Stockholders’ Equity (Deficiency)

Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.001 per share.

1 unchanged sentence

2022, there were no shares of preferred stock issued and outstanding.

Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share.

As of December 31, 2022 and

2021, the Company had 14,152,378 shares and 12,879,428 shares, respectively, of common stock issued, issuable and outstanding.

Stock Transactions

of Common Stock to Directors

the year ended December 31, 2022, the Company granted 720,000 of shares to members of the Company’s Board of Directors with a fair

value of $ 360,000 or $ 0.50 per share.

The shares vest over a two-year period from grant date.

During the year ended December 31, 2022,

the Company issued 240,000 of these shares of common stock with a fair value of $ 220,000 based upon its vesting term.

As of December

31, 2022, the aggregate amount of unvested compensation related to this common stock was approximately $ 140,000 which will be recognized

as an expense as the common shares vest in future periods through February 28, 2024.

of Restricted Stock to Employees

the year ended December 31, 2022, the Company granted 150,500 shares of the Company’s restricted stock to employees with a fair

value $ 75,250 or $ 0.50 per share.

The share vest over a two-year period from grant date.

During the year ended December 31, 2022, the

Company issued 83,833 of these shares of restricted stock with a fair value of $ 55,620 based upon its vesting term.

of December 31, 2015, the Company was authorized to issue 60,500,000 shares of stock, 50,000,000 shares of which are designated as Common

Stock and 10,500,000 are designated as Convertible Preferred Stock each with a par value of $ 0.0001 per share.

As of December 31, 2022,

2022, the aggregate amount of unvested compensation related to the restricted stock was approximately $ 19,630 which will be recognized

as an expense as the restricted shares vest in future periods through February 28, 2024.

of Common Stock for Services

the year ended December 31, 2022, the Company issued 223,117 shares of common stock with an aggregate value of $ 230,508 to consultants

for services rendered.

the year ended December 31, 2021, the Company issued 845,758 shares of common stock with an aggregate fair value of $ 2,164,000 to consultants

for services rendered.

of Common Stock for Acquisition of GameIQ

the year ended December 31, 2022, the Company issued 600,000 shares of common stock with a fair value of $ 300,000 , or $ 0.50 per share,

as partial consideration paid on the acquisition of GameIQ (see Note 3).

of Common Stock for Cash

the year ended December 31, 2022, the Company received proceeds of $ 250,000 , from the sale of 100,000 shares of common stock at a price of $ 2.50 per share.

the year ended December 31, 2021, the Company received proceeds of $ 1,958,466 , net of offering costs of $ 21,686 , from the sale of 805,346

shares of common stock at an average price of $ 2.46 per share.

of Common Stock for Settlement of Vendor Balance

the year ended December 31, 2022, the Company issued 26,000 shares of common stock valued at $ 36,400 to extinguishment a vendor payable

balance of $ 65,000 , and recorded a gain on vendor settlement of $ 28,600 , which was included in other income in the statement of operations

during the year ended December 31, 2022.

of Common Stock for Note Payable Extension

the year ended December 31, 2021, the Company issued 3,000 shares of common stock valued at $ 7,500 to a noteholder as an extension fee.

of Common Stock for Legal Settlement

the year ended December 31, 2021, the Company issued 8,000 shares of common stock with an aggregate fair value of $ 9,000 in a legal settlement.

Stock Warrants

summary of common stock warrant activity for the years ended December 31, 2022 and 2021 is presented below.

of Stock Warrants

Warrants outstanding at December 31, 2020

Warrants outstanding at December 31, 2021

Warrants outstanding at December 31, 2022

December 31, 2022, the Company had no outstanding exercisable warrants.

the number of outstanding shares of Common Stock was 29,035,625 .

Each share of Common Stock is entitled to one vote.

December 29, 2023, the Convertible Preferred Stock was retired, and the Company reclassified the balance to additional paid in capital,

a component of the shareholders’ equity.

Preferred Stock consists of the following:

of Convertible

Preferred Stock

Series B Convertible Preferred Stock ( 2,000,000 shares authorized, 1,526,882 issued and outstanding)

Total Convertible Preferred Stock

holders of the Series B Preferred Stock shall not receive a cumulative dividend.

The holders of the Series B Preferred Stock are entitled

to participate with other stockholders on any dividends or distributions made by the Company on its capital stock.

the closing of the sale of shares of Common Stock to the public at a price of at least $3.00 per share or a reverse public company merger

or similar transaction resulting in aggregate gross proceeds to the Company and the selling shareholders or an aggregate public float

of Common Stock of at least $25 million, then all Series B Preferred Stock shall automatically be converted into shares of Common Stock.

share of Series B Preferred Stock shall be convertible at the option of the holder at any time and without payment of additional consideration

into shares of Common Stock.

the Series B Convertible Preferred Stock, the conversion ratio is determined by dividing the Series B original issue price ($ 3.31201

per share, subject to any appropriate proportionate adjustment) by the Series B original issue price.

holder of outstanding shares of preferred stock shall be entitled to a number of votes equal to the number of shares of Common Stock

into which their shares of preferred stock are convertible as of the record date.

Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share.

As of December 31, 2023, the

Company had 24,119,967 shares of common stock issued, issuable and outstanding.

of Common Stock for Acquisition of CardCash

the period December 29, 2023 to December 31, 2023, RDE issued 6,108,007 shares of common stock with a fair value of $ 24,432,000 , or $ 4.00 per

share, as partial consideration paid on the acquisition of CardCash (see Note 2).

of Restricted Stock to Employees (Successor)

December 29, 2023, the Company granted an aggregate of 2,500,000 shares of the Company’s restricted stock to its executives with

an aggregate fair value of $ 10,000,000 , or $ 4.00 per share (see Note 12).

The restricted stock grant vest 50% on the grant date, and

25% on each subsequent anniversary date .

During the year ended December 31, 2023, the Company recorded stock compensation for 1,250,000 of these shares of restricted

stock with a fair value of $ 5,000,000 based upon its vesting term, leaving 1,250,000 of the shares with a fair value of $ 5,000,000 remaining

to be expensed upon vesting in future periods through December 29, 2027.

Stock Issuable (Successor)

December 31, 2023, 383,343 shares of common stock with an aggregate value of $ 383,000 have not been issued and are reflected as common

stock issuable in the accompanying consolidated financial statements.

Stock-Based Compensation

14 unchanged sentences

price of the common stock on the grant date.

stock options requiring an assessment of value during the year ended December 31, 2022, the fair value of each stock option award was

estimated using the Black-Scholes option-pricing model with the following assumptions:

of Valuation Assumption of Stock Option

Risk-free interest rate

Expected dividend yield

Expected volatility

Expected life

stock options requiring an assessment of value during the year ended December 31, 2021, the fair value of each stock option award was

estimated using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate

Expected dividend yield

Expected volatility

309.92 % to 366.13 %

Expected life

February 28, 2022, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options with a fair value of $ 243,000 ,

exercisable into 461,000 shares to be issued to its employees.

Of the 461,000 stock options issued, 60,000 stock options had an exercise

price of $ 1.00 per share, with vesting of 33 % on date of issuance, and then 33 % on each subsequent anniversary date.

The remaining 400,000

stock options had an exercise price of $ 1.50 per share, with 160,000 stock options vesting on March 1, 2022, and 10,000 stock options

vesting each month thereafter beginning on April 1, 2022.

January 27, 2021, the Company, the Company entered into an Advisory Agreement for consultation and advice with respect to procuring restaurants/chefs

for the Restaurant.com business platform and other services and product deals.

In connection with the agreement, the Company granted

fully-vested stock options to purchase 100,000 shares of the Company’s common stock, exercisable for a period of three years from

the date of grant at $ 3.50 per share.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing

model, was determined to be $ 287,883 ($ 2.88 per share), which was charged to operations on that date.

March 15, 2021, the Company entered into an Advisory Agreement for service on the Company’s Advisor Board for a term of approximately

In connection with the agreement, the Company granted stock options to purchase 50,000 shares of the Company’s common

stock, vesting 25,000 shares on the grant date and 25,000 shares on June 15, 2021, exercisable for a period of five years from the date

of grant at $ 2.50 per share.

The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model,

was determined to be $ 149,994 ($ 3.00 per share), of which $ 74,997 was attributable to the stock options fully-vested on March 21, 2021

and was therefore charged to operations on that date.

The remaining unvested portion of the fair value of the stock options was charged

to operations ratably from March 16, 2021 through June 15, 2021.

During the year ended December 31, 2021, the Company recorded a charge

to operations of $ 149,994 , with respect to these stock options.

summary of stock option activity for the years ended December 31, 2022 and 2021 is presented below:

expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration

to vesting schedules and historical participant exercise behavior;

the expected volatility is based upon historical volatility of the

Company’s common stock;

the expected dividend yield is based on the fact that the Company has not paid dividends in the past and

does not expect to pay dividends in the future;

and the risk-free interest rate is based on the U.S.

Treasury yield curve in effect at

the time of measurement corresponding with the expected term of the share option award.

summary of stock option activity is presented below:

Summary of Stock Option Activity

2 unchanged sentences

Stock options outstanding at December 31, 2023

Expired or forfeited

Stock options outstanding at December 31, 2022

Stock options exercisable at December 31, 2023

the year ended December 31, 2022 and 2021, the Company recognized $ 156,718 and $ 437,877 of compensation expense relating to vested stock

As of December 31, 2022, the aggregate amount of unvested compensation related to stock options was approximately $ 86,303 which

will be recognized as an expense as the options vest in future periods through February 28, 2024.

compensation expense was as follows:

of Stock-based Compensation Expense

December 30, 2023

to December 31,

January 1, 2023

to December 29,

Stock based compensation costs

of December 31, 2023, the aggregate amount of unvested compensation related to stock options was approximately $ 141,304 which will be recognized

as an expense as the options vest in future periods through February 28, 2024.

weighted average remaining contractual life of common stock options outstanding and exercisable at December 31, 2023 was 5.82 years.

7 unchanged sentences

that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to

have a material adverse effect on the Company’s business or financial condition, other than the following.

April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc.

and Ketan Thakker (Case No.

L2019000436) in

the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended

to compensate services in the amount of $ 60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged

higher value of advertising and endorsement services of approximately $ 195,000 .

The case was dismissed on the basis that there was a

binding arbitration clause in the Partial Equity Payment Agreement.

On February 3, 2021, the arbitrator awarded DuPree Productions $ 195,000 ,

and $ 24,000 in attorneys’ fees, which was included in accrued expenses in the consolidated balance sheets as of December 31, 2021.

The Company filed an appeal of the arbitrator’s award.

On January 28, 2022, a final settlement of $ 150,000 was reached, which was

paid on May 9, 2022.

Since final settlement was $ 69,000 less than the amount accrued by the Company, a gain on legal settlement of $ 69,000

was recognized in the statements of operations during the year ended December 31, 2022.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets as

of December 31, 2022 and 2021 are summarized below.

Schedule of Deferred Tax Assets and Liabilities

Net operating loss carryforwards

Valuation allowance

( 11,779,000 )

( 10,483,000 )

Net deferred tax assets

assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the Company attaining

future taxable income during the periods in which those temporary differences become deductible.

As of December 31, 2022 and 2021, management

was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore

recorded an appropriate valuation allowance against deferred tax assets at such dates.

federal tax provision has been provided for the years ended December 31, 2022 and 2021 due to the losses incurred during such periods.

The reconciliation below presents the difference between the income tax rate computed by applying the U.S.

federal statutory rate and

the effective tax rate for the years ended December 31, 2022 and 2021.

Schedule of Income Tax Effective Tax Rate

federal statutory tax rate

State income taxes, net of federal tax benefit

Tax-exempt Paycheck Protection Loan forgiveness

Change in valuation allowance

Effective tax rate

December 31, 2022, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately

$ 39,700,000 federal net operating losses, if not utilized earlier, will begin to expire in the year ending December 31, 2030 , subject

to Internal Revenue Service limitations, including change in ownership regulations.

have a material adverse effect on the Company’s business or financial condition.

Employment Agreements

July 1, 2023, RDE entered into a new employment agreement with Ketan Thakker, its Chairman, President and Chief Executive Officer, pursuant

Thakker’s annual salary is $ 250,000 ,

increasing to $ 400,000 on July 1, 2024.

In addition, Mr.

Thakker may be entitled to receive, at the discretion of our Board, a cash bonus based on the performance goals of our

the event of a change of control of our company, Mr.

Thakker may terminate his employment within six months after such event and will

be entitled to continue to be paid pursuant to the terms of his employment agreement.

Bohm and Marc Ackerman

on December 29, 2023, with the closing of the acquisition of CardCash (see Note 2), the Company entered into an Employment

Agreements with Elliot Bohm and Mark Ackerman.

Bohm was the President of CardCash and Mr.

Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by RDE, and will remain in

those positions following the acquisition.

Bohm will also join the Board of Directors of RDE.

the terms of the four-year agreements, Mr.

Ackerman shall each receive an annual base salary of $ 375,000 and

a one-time award of 1,250,000 restricted

shares of RDE’s common stock with aggregate fair value of $ 10 million, 50 %

vesting immediately and 50 %

vesting over 4

Ackerman’s employment is terminated by the Company without cause, as defined under their employment agreements, Mr.

Ackerman will be entitled to (a) twelve months’ base salary, (b) Earned but Unpaid Amounts, as defined, (c) a ll vested

equity awards shall be retained and all unvested equity awards shall be accelerated and be deemed vested and

(d) o ther benefits, as defined, for health, life, disability and similar employee benefit plans will continue, as defined.

Ackerman also entered into a confidentiality

and non-competition agreement in conjunction with his employment agreement which contains covenants restricting them from engaging in

any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him

from disclosure of confidential information regarding our company at any time.

Subsequent Events

March 1, 2023, the principal and interest balance of approximately $ 1,770,000 for the Restaurant.com acquisition note payable (see Note

7), was converted into 554,859 shares of the Company’s common stock, and the note was retired.

Subsequent to December 31, 2023, the Company received net proceeds of $ 2,809,000

for the sale of 1,404,500 shares of common stock at $ 2.00 per share, as part of a private placement.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data