GIFTIFY, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number 000-56417 RDE, INC. (Exact name of registrant as specified in its charter) Delaware 45-2482974 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1100 Woodfield Road , Suite 510 Schaumburg , IL 60173 (Address of principal executive offices) (ZIP Code) (847) 506-9680 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $.001 RSTN OTCQB Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐ Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 25,588,097 shares of common stock outstanding as of May 13, 2024. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION F-1 Item 1. Condensed Financial Statements F-1 Condensed Consolidated Balance Sheets – March 31, 2024 (Unaudited) and December 31, 2023 F-1 Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited) F-2 Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (Unaudited) F-3 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited) F-4 Notes to Condensed Consolidated Financial Statements three months ended March 31, 2024 and 2023 (Unaudited) F-5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 1 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 11 PART II – OTHER INFORMATION 11 Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 12 Item 4. Mine Safety Disclosures 12 Item 5. Other Information 12 Item 6. Exhibits 12 i CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, growth, product development, sales, business strategy, statements related to any further expected effects on our business from the coronavirus (“COVID-19”) pandemic, inflation, the Russia-Ukraine conflict, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the continued duration and scope of the COVID-19 pandemic and any impact on the demand for our products; our ability to obtain needed raw materials and components from our suppliers; additional actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to sustain profitable sales growth, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2022. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein. ii PART I. FINANCIAL INFORMATION Item 1. Financial Statements RDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2024 December 31, 2023 Successor March 31, 2024 December 31, 2023 (Unaudited) ASSETS Current assets: Cash and cash equivalents (includes restricted cash of $ 1,258,826 at March 31, 2024 and December 31, 2023) $ 5,400,821 $ 4,099,737 Accounts receivable 1,111,371 1,681,165 Inventories 3,474,205 4,152,273 Prepaid expenses and other current assets 304,291 177,119 Total current assets 10,290,688 10,110,294 Property and equipment, net 2,409,391 2,563,312 Operating lease right of use asset, net 249,551 315,183 Deposits 65,556 65,556 Intangible assets, net - provisional 6,092,083 6,700,000 Goodwill - provisional 20,007,669 20,007,669 Total assets $ 39,114,938 $ 39,762,014 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,844,024 $ 2,218,285 Accrued expenses 1,481,075 1,175,934 Deferred revenue 168,178 336,996 Secured revolving line of credit 6,060,920 6,737,385 Convertible promissory notes, current portion 40,887 40,137 Notes payable, current portion 836,509 836,509 Acquisition obligation - 500,000 Operating lease liability, current portion 87,207 134,475 Total current liabilities 10,518,800 11,979,721 Notes payable, net of current portion 1,473,454 1,458,270 Deferred taxes 1,800,000 1,800,000 Operating lease liability, net of current portion 184,334 202,829 Total liabilities 13,976,588 15,440,820 Stockholders’ equity: Preferred stock, $ 0.001 par value, 10,000,000 shares authorized; - - Common stock, $ 0.001 par value, 750,000,000 shares authorized; 25,538,097 and 24,119,967 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively 25,532 24,114 Additional paid-in-capital 97,395,202 93,376,244 Common stock issuable, 370,843 and 383,343 shares, respectively 370,843 383,343 Accumulated deficit ( 72,653,227 ) ( 69,462,507 ) Total stockholders’ equity 25,138,350 24,321,194 Total liabilities and stockholders’ equity $ 39,114,938 $ 39,762,014 The accompanying notes are an integral part of these consolidated financial statements. F- 1 RDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net Sales $ 21,521,894 $ 24,161,728 Cost of sales 18,264,618 21,248,078 Gross profit 3,257,276 2,913,650 Operating Expenses Selling, general and administrative expenses 5,214,041 2,802,828 Amortization of capitalized software costs 378,737 312,703 Amortization of intangible assets 607,917 75,000 Total operating expenses 6,200,695 3,190,531 Loss from operations ( 2,943,419 ) ( 276,881 ) Other income (expense): Interest expense ( 247,301 ) ( 181,894 ) Net loss before income taxes ( 3,190,720 ) ( 458,775 ) Income taxes - 28,397 Net loss $ ( 3,190,720 ) $ ( 430,378 ) Net loss per share – basic and diluted $ ( 0.13 ) $ ( 0.03 ) Weighted average common shares outstanding – basic and diluted 25,004,222 13,774,292 The accompanying notes are an integral part of these consolidated financial statements. F- 2 RDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the Three Months Ended March 31, 2024 (Unaudited) Shares Amount Shares Amount Capital Deficit Equity Successor: Common Stock Common Stock Issuable Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2023 - 24,119,967 $ 24,114 383,343 $ 383,343 $ 93,376,244 $ ( 69,462,507 ) $ 24,321,194 Fair value of vested options - - - - 37,126 37,126 Fair value of vested restricted stock units - - 1,044,250 1,044,250 Issuance of common stock for services 50,000 50 - - 217,450 217,500 Common shares issued on cashless exercise of stock options 1,130 1 ( 1 ) - Common shares issued 12,500 13 ( 12,500 ) ( 12,500 ) 12,487 - Issuance of common stock for cash 1,354,500 1,354 - - 2,707,646 2,709,000 Net loss - - - - - - ( 3,190,720 ) ( 3,190,720 ) Balance, March 31, 2024 (Unaudited) - 25,538,097 $ 25,532 370,843 $ 370,843 $ 97,395,202 $ ( 72,653,227 ) $ 25,138,350 For the Three Months Ended March 31, 2023 (Unaudited) Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Predecessor: Preferred Stock Common Stock Common Stock Issuable Additional Paid-In Accumulated Total Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balance, December 31, 2022 - $ - 29,035,625 $ 2,900 - $ - $ 4,934,052 $ ( 30,335,139 ) $ ( 25,398,187 ) Balance - $ - 29,035,625 $ 2,900 - $ - $ 4,934,052 $ ( 30,335,139 ) $ ( 25,398,187 ) Net loss - - - - - - - ( 430,378 ) ( 430,378 ) Balance, March 31, 2023 (Unaudited) - $ - 29,035,625 $ 2,900 - $ - $ 4,934,052 $ ( 30,765,517 ) $ ( 25,828,565 ) Balance - $ - 29,035,625 $ 2,900 - $ - $ 4,934,052 $ ( 30,765,517 ) $ ( 25,828,565 ) The accompanying notes are an integral part of these condensed consolidated financial statements. F- 3 RDE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31, 2024 and 2023 (Unaudited) Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 3,190,720 ) $ ( 430,378 ) Adjustments to reconcile net loss to net cash provided by operating activities Fair value of vested stock options 37,126 - Fair value of vested restricted common stock 1,044,250 - Fair value of common stock issued for services 217,500 - Depreciation expense 378,737 312,703 Amortization of intangible assets 607,917 75,000 Accrued interest 15,934 Changes in operating assets and liabilities: Accounts receivable 569,794 710,612 Inventories 678,068 1,018,410 Prepaid expenses and other current assets ( 127,172 ) ( 246,978 ) Right of use assets 65,632 46,872 Accounts payable ( 374,262 ) ( 615,492 ) Accrued expenses 305,141 91,490 Deferred revenue ( 168,818 ) ( 4,124 ) Operating lease liability ( 65,763 ) ( 154,631 ) Net cash provided by (used in) operating activities ( 6,636 ) 803,484 CASH FLOWS FROM INVESTING ACTIVITIES Capitalized website development costs ( 224,815 ) ( 38,449 ) Net cash provided by investing activities ( 224,815 ) ( 38,449 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from line of credit 26,070,274 25,822,527 Repayment of line of credit ( 26,746,739 ) ( 26,316,878 ) Repayment of acquisition obligation ( 500,000 ) - Proceeds from sale of common stock 2,709,000 - Net cash provided by (used in) financing activities 1,532,535 ( 494,351 ) Net increase in cash and cash equivalents 1,301,084 270,683 Cash and cash equivalents beginning of period 4,099,737 2,040,680 Cash and cash equivalents end of period $ 5,400,821 $ 2,311,363 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ - $ - Taxes paid $ - $ - The accompanying notes are an integral part of these condensed consolidated financial statements. F- 4 RDE, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Three Months Ended March 31, 2024 and 2023 (Unaudited) 1. Basis of Presentation RDE, Inc. (“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 condensed consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash 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 condensed 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”. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Card Cash Exchange, Inc. All intercompany balances and transactions have been eliminated in consolidation. 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. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, expressed substantial doubt about the Company’s ability to continue as a going concern. 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. F- 5 2. Significant Accounting Policies 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. 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 The Company 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. 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. F- 6 Other Sale of promotional gift cards, s ale of travel, vacation and merchandise, and advertising revenues The Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants (revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by the Company to its merchant partners), and advertising revenue for 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 (revenue recognized when its determinable, which is generally upon receipt of a statement and/or proceeds from the third-party partners). In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended March 31, 2024 and 2023: Schedule of Disaggregation of Revenue Sales Channels Gift Cards Restaurant Coupons Sale of Travel, Vacation and Merchandise Advertising Total Successor : Three Months Ended March 31, 2024 Business to consumer (B2C) $ 21,070,007 $ 117,026 $ 8,793 $ 15,436 $ 21,211,262 Business to business (B2B) - 310,632 - - 310,632 Other - - - - - Total $ 21,070,007 $ 427,658 $ 8,793 $ 15,436 $ 21,521,894 Predecessor : Three Months Ended March 31, 2023 Business to consumer (B2C) $ 24,161,728 $ - $ - $ - $ 24,161,728 Business to business (B2B) - - - - - Other - - - - - Total $ 24,161,728 $ - $ - $ - $ 24,161,728 Cost of Sales Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. F- 7 Intangible Assets The 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 . The 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. Goodwill Goodwill 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 March 31, 2024 goodwill that arose from acquisition of CardCash (see Note 3) 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 unit. 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. No impairment indicators were identified as of March 31, 2024. 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 March 31, 2024. Leases The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. 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. Advertising The Company expenses advertising costs as incurred and amounted to $ 261,042 and $ 243,777 for the three months ended March 31, 2024 and 2023, respectively, which are recorded in general and administrative in the Statements of Operations. Stock-Based Compensation The 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. F- 8 The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the 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. Earnings (Loss) Per Share Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive. At March 31, 2024 and 2023, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share Successor Predecessor March 31, 2024 March 31, 2023 Convertible notes payable 27,258 - Common stock issuable 370,843 - Series B convertible preferred stock - 1,526,882 Common stock options 717,782 - Total 1,115,883 1,526,882 The 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 ended March 31, 2024 and 2023, such common stock equivalents would have been excluded from the calculation of net loss per share. Fair Value of Financial Instruments Fair 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 as follows: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities. F- 9 Level 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. Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A 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. The 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. Segment Information Under 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 Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash. 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. No significant customers comprised more than 10 % of accounts receivable or revenue as of and for the period ended March 31, 2024 and 2023. The 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. Recent Accounting Pronouncements In 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. F- 10 In 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. The Company’s adopted ASU 2023-7 effective January 1, 2024, and there was no material effect on the Company’s financial position, results of operations and cash flows. In 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. Other 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. 3. Acquisition of Card Cash On 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 in cash. RDE 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. The fair 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 acquired. 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. As of March 31, 2024, 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. F- 11 The 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 Fair Value Fair value of consideration: Cash $ 750,000 Notes payable ($ 750,000 due December 30, 2024; $ 750,000 due December 30, 2025) 1,500,000 Common stock ( 6,108,007 shares of common stock at $ 4.00 per share) 24,432,000 Total purchase price $ 26,682,000 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 2,061,265 Accounts receivable 1,582,635 Inventories 4,152,273 Prepaids, deposits, and other 220,385 Property and equipment, net 2,563,312 Accounts payable and accrued liabilities ( 2,068,154 ) Line of credit ( 6,737,385 ) Deferred tax liability ( 1,800,000 ) Net tangible assets ( 25,669 ) Intangible assets: Developed technology 2,600,000 Trade name 2,400,000 Customer relationships 1,700,000 Net identifiable intangible assets 6,700,000 Goodwill 20,007,669 Fair value of net asset acquired $ 26,682,000 The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of CardCash based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements of operations for the three months ended March 31, 2023 give effect to the transaction as if it had occurred on January 1, 2023. Schedule of Pro Forma Statements of Operations Three Months Ended March 31, 2023 (Proforma, unaudited) Sales $ 24,973,439 Net loss $ ( 1,413,627 ) Net loss per share $ ( 0.10 ) F- 12 4. Property and Equipment, Net Property and equipment, net consisted of the following: Schedule Property and Equipment, Net March 31, 2024 December 31, 2023 (Successor) Website development costs $ 2,758,282 $ 2,533,466 Leasehold improvements 29,846 29,846 Property and equipment, gross 2,788,128 2,563,312 Accumulated depreciation ( 378,737 ) - Property and equipment, net $ 2,409,391 $ 2,563,312 The 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. The depreciation expense on property and equipment for the three months ended March 31, 2024 and 2023 was $ 378,737 and $ 312,703 , respectively. 5. Goodwill and Intangible Assets Goodwill and intangible assets consist of the following: Schedule of Goodwill and Intangible Assets March 31, 2024 December 31, 2023 ( Successor ) Goodwill $ 20,007,669 $ 20,007,669 Intangible Assets Customer relationships 1,700,000 1,700,000 Trade name 2,400,000 2,400,000 Developed technology 2,600,000 2,600,000 Intangible assets, gross 6,700,000 6,700,000 Accumulated amortization ( 607,917 ) - Intangible assets, net $ 6,092,083 $ 6,700,000 On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $ 6,700,000 (provisional). During the period March 31, 2024, the Company recorded amortization expense of $ 607,917 , leaving an ending intangible asset balance of $ 6,092,083 at March 31, 2024. Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows: Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives Description Weighted Average Useful Life (in years) Customer relationships 3 Trademarks, trade names and service marks 3 Developed technology 3 Non-competition agreement 5 Weighted Average Useful Life 5 Estimated amortization expense for the Company is as follows: Schedule of Estimated Amortization Expense 2024 (remaining) $ 1,624,083 2025 2,234,000 2026 2,234,000 Total $ 6,092,083 6. Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets. F- 13 The Company leases office facilities under noncancelable operating lease agreements. The Company had leases for office facilities in Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location ended in April 2024, and is currently being leased on a month-to-month basis while the lease renewal is being negotiated. The Company’s ROU asset balance was $ 315,183 as of December 31, 2023. During the three months ended March 31, 2024, the Company recorded a reduction of ROU assets of $ 65,632 related to its leases, resulting in an ROU asset balance of $ 249,551 as of March 31, 2024. The Company’s lease liability balance was $ 337,304 as of December 31, 2023. During the three months ended March 31, 2024, the Company made payments of $ 65,763 against its operating lease liability, resulting in a lease liability of $ 271,541 , of which the current portion of lease liability was $ 87,207 , leaving a long-term lease liabilities balance of $ 184,334 . During the three months ended March 31, 2024 and 2023, lease costs totaled approximately $ 75,580 and $ 53,415 , respectively. As of March 31, 2024, the weighted average remaining lease terms for operating lease is 3.08 years, and the weighted average discount rate for operating lease is 10.00 %. Maturities of the Company’s operating lease liabilities are as follows as of March 31, 2024: Schedule of Maturities of Operating Lease Liabilities Successor As of March 31, 2024 2024 (remaining) $ 86,134 2025 95,526 2026 99,366 2027 33,776 Total 314,802 Less: Imputed interest ( 43,261 ) Total operating lease liability $ 271,541 7. Secured Revolving Line of Credit The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was: Schedule of Line of Credit March 31, 2024 December 31, 2023 ( Successor ) Line of credit $ 6,060,920 $ 6,737,385 In 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 March 31, 2024 and December 31, 2023, the average interest rate was 12 % and 12 %, respectively. As of March 31, 2024, the Company was in compliance with customary debt covenants. At March 31, 2024 and December 31, 2023, this line of credit requires a deposit of $ 1,258,826 , included in restricted cash. F- 14 8. Convertible Debt Convertible debt consists of the following at March 31, 2024 and December 31, 2023: Schedule of Convertible Debt March 31, 2024 December 31, 2023 ( Successor ) Incumaker-past due $ 20,000 20,000 Total principal balance 20,000 20,000 Accrued interest 20,887 20,137 Total principal and accrued interest 40,887 40,137 Less current portion ( 40,887 ) ( 40,137 ) Non-current portion $ - $ - Incumaker, Inc. On November 5, 2018, RDE completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At March 31, 2024, the principal balance of $ 20,000 , and accrued interest of $ 20,887 , are convertible at $ 1.50 per share into 27,258 shares of the Company’s common stock. 9. Notes Payable Notes payable consists of the following at March 31, 2024 and December 31, 2023: Schedule of Notes Payable March 31, 2024 December 31, 2023 ( Successor ) CardCash acquisition notes payable $ 1,500,000 $ 1,500,000 GameIQ acquisition note payable 102,199 102,199 Economic Injury Disaster Loans (EIDL) note payable 664,500 664,500 Total principal balance 2,266,699 2,266,699 Accrued interest 43,264 28,080 Total principal and accrued interest 2,309,963 2,294,779 Less current portion ( 836,509 ) ( 836,509 ) Non-current portion $ 1,473,454 $ 1,458,270 CardCash Acquisition Notes Payable On December 29, 2023, the Company issued two year promissory notes totaling $ 1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $ 750,000 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 . As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 1,500,000 and accrued interest payable of $ 18,750 . GameIQ Acquisition Note Payable On 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 Date”). As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $ 102,199 and accrued interest payable of $ 821 . As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $ 102,199 and accrued interest payable of $ 1,027 . F- 15 Economic Injury Disaster Loans (EIDL) On 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. 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. The 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. As of December 31, 2023, the note payable had a principal balance outstanding of $ 664,500 and accrued interest payable of $ 27,259 . As of March 31, 2024, the note payable had a principal balance outstanding of $ 664,500 and accrued interest payable of $ 23,487 . 10. Stockholder’s Deficit Preferred Stock The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $ 0.001 per share. As of March 31, 2024 and 2023, there were no shares of preferred stock issued and outstanding. Common Stock The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $ 0.001 per share. As of March 31, 2024 and December 31, 2023, the Company had 25,538,097 shares and 24,119,967 shares, respectively, of common stock issued and outstanding. Common Stock Transactions Issuance of Common Stock on Sale of Common Stock During the three months ended March 31, 2024, the Company received net proceeds of approximately $ 2,709,000 for the sale of 1,354,500 shares of common stock at $ 2.00 per share, as part of a private placement. Issuance of Restricted Stock On March 1, 2024, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 225,000 shares of the Company’s restricted stock to other officers and employees with an aggregate fair value of $ 1,793,500 or $ 4.22 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date . During the three months ended March 31, 2024, the Company issued 141,666 of these shares of restricted stock with a fair value of $ 597,831 based upon its vesting term. During the three months ended March 31, 2024, the Company recognized $ 647,650 of expenses related to the vesting of restricted shares, leaving $ 1,145,850 remaining to be expensed upon vesting in future periods through March 1, 2026 . Elliot Bohm and Marc Ackerman Effective on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. 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. Under the terms of the four-year agreements, Mr. Bohm and 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 years . During the three months ended March 31, 2024, the Company recorded $ 312,500 on the vesting of 78,125 shares of restricted common stock. F- 16 On March 1, 2023, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 100,000 shares of the Company’s restricted stock to employees with an aggregate fair value of $ 1,005,000 or $ 3.35 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date . During the six months ended June 30, 2023, the Company issued 100,000 of these shares of restricted stock with a fair value of $ 335,000 based upon its vesting term. During the six months ended June 30, 2023, the Company recognized $ 418,750 of expenses related to the vesting of restricted shares, leaving $ 586,250 remaining to be expensed upon vesting in future periods through March 31, 2025 . Issuance of Common Stock for Services During the three months ended March 31, 2024, the Company issued 50,000 shares of common stock with a fair value of $ 217,500 , or $ 4.35 per share, to a consultant for services rendered. Common Stock Issuable At 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. During the three months ended March 31, 2024, the Company issued 12,500 shares of common stock, leaving 370,843 shares of common stock issuable in the accompanying consolidated financial statements at March 31, 2024. Summary of Stock Options A summary of stock options for the three months ended March 31, 2024, is as follows: Summary of Stock Options Number of Options Weighted Average Exercise Price ( Successor ) Balance outstanding, December 31, 2023 743,116 4.43 Options granted - - Options exercised ( 2,834 ) 3.35 Options expired or forfeited ( 22,500 ) 1.05 Balance outstanding, March 31, 2024 717,782 $ 4.54 Balance exercisable, March 31, 2024 652,902 $ 4.74 During the three months ended March 31, 2024 and 2023, the Company recognized $ 37,126 of compensation expense relating to vested stock options. As of March 31, 2024, the Company had no unvested compensation related to stock options. The weighted average remaining contractual life of common stock options outstanding and exercisable at March 31, 2024 was 6.81 years. Based on a fair market value of $ 4.00 per share on March 31, 2024, the intrinsic value attributed to exercisable but unexercised common stock options was $ 656,902 at March 31, 2024. 11. Commitments and Contingencies From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceedings 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. 12. Subsequent Events On April 1, 2024, the Company received net proceeds of $ 100,000 for the sale of 50,000 shares of common stock at $ 2.00 per share, as part of a private placement. On April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500 shares to be issued to its executives and employees. The 3,405,500 stock options had an exercise price of $ 4.01 per share, with vesting of 33% on April 1, 2024, and then 33% on each subsequent anniversary date . The stock options are exercisable at a weighted average price of $ 4.01 per share with an average life to expiration of approximately three years . The total fair value of these options at grant date was approximately $ 13,500,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $ 4.01 per share, expected term of 6.00 years, volatility of 220 %, dividend rate of 0 %, and weighted average risk-free interest rate of 4.33 %. The 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. F- 17 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2023, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements. Background On March 1, 2020, we acquired the assets of Restaurant.com, Inc. Restaurant.com, Inc. is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. On February 28, 2022, the Company completed the acquisition of GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. The Company issued 600,000 restricted shares of its common stock with a fair value of $300,000, and promissory notes aggregating $140,914 and bearing interest at 1% per annum, to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ. Each note required repayment in nine equal biannual installments, with the first installment due on the nine-month anniversary of the closing. Balazs Wellisch became Chief Technology Officer of Restaurant.com, a subsidiary of the Company. On December 29, 2023, RDE, Inc. completed the acquisition of CardCash Exchange, Inc. (“CardCash”). The acquisition was made pursuant to a plan of merger agreement dated August 18, 2023, between RDE, and Elliott Bohn, in his capacity as stockholder representative for CardCash’s stockholders. The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash’s stockholders for $26,682,000, made up of 6,108,007 shares of RDE’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000. Elliot Bohm, President of CardCash prior to the merger with RDE, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of RDE as well as serving as a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with RDE, continues to serve as Chief Operating Officer of CardCash following the closing of the merger. Business Overview We have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com. CardCash CardCash operates as a leading gift card exchange platform, facilitating the purchase and sale of unwanted gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market. CardCash’s core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases. CardCash purchases unwanted gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards. With advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception. 1 Restaurant.com Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 10,000 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles. Restaurant.com Business to Customer Division Our B2C division accounted for 45% of gross revenue in our fiscal year ended December 31, 2023. To our database of 6.2 million customers, we sell: ● Discounted certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire. ● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months. ● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions. Restaurant.com Business to Business Division Our B2B division accounted for 55% of our gross revenue in our fiscal year ended December 31, 2023. We sell certificates and Discount Dining Passes to corporations and marketers, which use them to: ● generate new customers; ● increase sales at the point of sale; ● reward points/customer loyalty; ● convert to paperless billing and auto-bill payment. ● motivate specific customer behavior such as free home repair estimates and test drives for auto dealers; ● renew subscriptions and memberships; and ● address customer service issues. Restaurant.com Other Business We also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue. 2 Restaurant.com Attractive Customer Demographics We intend to grow and leverage our customer database of 6.2 million which we believe is of value to merchants for a variety of services and products. Inflation Global inflation also increased during 2021 and in 2022. The Russia and Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected. Going Concern The Company has a history of reporting net losses. At March 31, 2024, the Company had cash of $5,400,821 available to fund its operations, including expansion plans, and to service its debt, and a working capital deficit of $228,112. Our 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. We have experienced operating losses and negative operating cash flows during 2023 and 2022. We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities. As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2023, has also expressed 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. 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. 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 On August 18, 2023, RDE, Inc. (“RDE”) entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed. 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. Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”. 3 Results of Operations - Three months ended March 31, 2024, compared to three months ended March 31, 2023 Sales Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net Sales $ 21,521,894 $ 24,161,728 Sales for the three months ended March 31, 2024, were $21,521,894, a decrease of approximately $2,639,834, or 10.9%, as compared to $24,161,728 in the three months ended March 31, 2022. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 15.1%, as compared to a gross margin of 12.1% in the prior year period. While our sales decreased 10.6% over the prior year period, our gross profit increased over the prior year period. Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cost of Sales $ 18,264,618 $ 21,248,728 Cost of sales consists primarily of the cost to purchase merchant gift cards. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations. Costs of sales for the three months ended March 31, 2024 increased to $18,264,618, as compared to $21,248,078 during the three months ended March 31, 2023. Our cost of sales, as a percentage of sales, were 84.5% and 87.9%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above. Operating Expenses Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Selling, General and Administrative Expenses $ 5,214,041 $ 2,802,828 Amortization of capitalized software costs 378,737 312,703 Amortization of intangible assets 607,917 312,703 Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs. 4 Selling, general and administrative expenses were $5,214,041 for the three months ended March 31, 2024, as compared to $2,802,828 for the three months ended March 31, 2023, an increase of $2,411,213. The increase was from the recording of $37,126 of stock-based compensation expense during the three months ended March 31, 2024, and approximately $202,000 of legal and professional fees related to our recent acquisition. Both of these current year expenses did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations. Amortization of capitalized software costs . Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $378,737 for the three months ended March 31, 2024, as compared to $312,703 during the three months ended March 31, 2023. Amortization of intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $607,917 for the three months ended March 31, 2024, as compared to $75,000 during the three months ended March 31, 2023. Loss from Operations Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Loss from Operations $ 2,943,419 $ 276,881 For the three months ended March 31, 2024, we incurred a loss from operations of $2,943,419, as compared to a loss from operations of $276,881 for the three months ended March 31, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above. Other Income (Expenses) Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Other Income (Expenses) $ (247,301 ) $ (181,894 ) We had other expenses of $247,301 for the three months ended March 31, 2024, as compared to other expenses of $181,894 for the three months ended March 31, 2023. Other expenses consist solely of interest expenses. Net Loss Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net Loss $ 3,190,720 $ 400,378 5 We realized a net loss of $3,190,720 for the three months ended March 31, 2024, as compared to a net loss of $430,378 for the three months ended March 31, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above. Modified EBITDA In addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended March 31, 2024 and 2023 (unaudited): Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net loss $ (3,190,270 ) $ (430,378 ) Modified EBITDA adjustments: Income taxes - (28,397 ) Interest expense 247,301 181,894 Amortization of intangible assets 607,917 75,000 Amortization of capitalized software costs 378,737 312,703 Stock option and other noncash compensation 1,081,376 - Fair value of common stock issued for services 217,500 - Total EBITDA adjustments $ 2,532,831 $ 541,200 Modified EBITDA $ (657,439 ) $ 110,822 We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following: ● Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; ● Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs; ● Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and ● Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements. 6 Critical Accounting Policies and Estimates The following discussion and analysis of financial condition and results of operations is based upon the Company’s consolidated financial statements for the years ended December 31, 2023 and 2022 presented elsewhere in this report, which have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain accounting policies and estimates are particularly important to the understanding of the Company’s financial position and results of operations and require the application of significant judgment by management or can be materially affected by changes from period to period in economic factors or conditions that are outside of the Company’s control. As a result, these issues are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on the Company’s historical operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry, and information available from other outside sources. Revenue Recognition The Company 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. Stock-Based Compensation The 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. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from, acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations. 7 Recent Accounting Pronouncements See discussion of recent accounting pronouncements in Note 2 to the accompanying financial statements. Liquidity and Capital Resources The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern. Our 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. We experienced operating losses and negative operating cash flows during 2023 and 2022. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities. We have a history of reporting net losses. At March 31, 2024, we had cash of $5,400,821 available to fund our operations, including expansion plans, and to service our debt, and a working capital deficit of $228,112. We anticipate our cash balance will last until at least March 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our 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. As market conditions present uncertainty as to our ability to secure additional funds, there can be no assurances that we 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 amount and type of financing available to us in the future. If we are unable to obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely. Our consolidated statements of cash flows as discussed herein are presented below. Successor Predecessor Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Net cash provided by (used in) operating activities $ (6,636 ) $ 803,483 Net cash used in investing activities (224,815 ) (38,449 ) Net cash provided by (used in) financing activities 1,532,535 (494,351 ) Net increase in cash and cash equivalents 1,301,084 270,683 Operating Activities Cash provided by or used in operating activities primarily consists of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities. Cash used in operating activities for the three months ended March 31, 2024 was approximately $6,636 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities. 8 Cash provided by operating activities for the three months ended March 31, 2023 was approximately $803,483 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities. Investing Activities Cash used for investing activities for the three months ended March 31, 2024 was $224,815, which was for capital expenditures. Cash used for investing activities for the three months ended March 31, 2023, was $38,449, which was for capital expenditures. Financing Activities Cash provided by financing activities for the three months ended March 31, 2024 was $1,532,535, which was from proceeds of $2,709,000 on the private sale of common stock, less partial repayment of our line of credit balance of $676,465, and payment of $500,000 on our acquisition obligation. Cash used in financing activities for the three months ended March 31, 2023 was $494,351, which was from net repayment of our line of credit facility of $494,351. Secured Revolving Line of Credit The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was: March 31, 2024 December 31, 2023 Line of credit $ 6,060,920 $ 6,737,385 In 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 March 31, 2024 and December 31, 2023, the average interest rate was 12% and 12%, respectively. As of March 31, 2024, the Company was in compliance with customary debt covenants. Convertible Debt On November 5, 2018, RDE completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At March 31, 2024, the principal balance of $20,000, and accrued interest of $20,887, are convertible at $1.50 per share into 27,258 shares of the Company’s common stock. Notes Payable CardCash Acquisition Notes Payable On December 29, 2023, the Company issued two year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $750,000 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. As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $18,750. 9 GameIQ Acquisition Note Payable On 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 Date”). As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821. As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,027. Economic Injury Disaster Loans (EIDL) On 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. 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. The 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. As of December 31, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of March 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $23,487. Off-Balance Sheet Arrangements None. Item 3. Quantitative and Qualitative Disclosures About Market Risk. A smaller reporting company is not required to provide the information required by this Item. 10 Item 4. Controls and Procedures. Evaluation of Disclosure control and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024. As of March 31, 2024, management’s assessment identified the following material weaknesses in the Company’s internal control over financial reporting: We continue to have a material weakness in our internal control over financial reporting as disclosed in the December 31, 2023, Annual Report on Form 10-K, in that we had inadequate segregation of duties consistent with control objectives. Specifically, certain personnel have the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations; and (ii) we did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain effective program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately. Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP. Remediation Plan Management has been actively engaged in developing and implementing remediation plans to address material weaknesses described above. These remediation efforts are ongoing and include or are expected to include designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties, and designing and implementing IT general controls, including controls over the review and update of user access rights and privileges and program change management controls. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitations on the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. PART II – OTHER INFORMATION Item 1. Legal Proceedings From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding 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. Item 1A. Risk Factors We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. 11 Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. Item 6. Exhibits The following exhibits are filed herewith as a part of this report. Exhibit No. Description 31.1 Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) 31.2 Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a) 32.1** Section 1350 Certification of Chief Executive Officer 32.2** Section 1350 Certification of Chief Financial Officer 101.INS† Inline XBRL Instance Document 101.SCH† Inline XBRL Taxonomy Extension Schema Document 101.CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF† Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.+ Management contract or compensatory plan or arrangement. † Filed herewith. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RDE, INC. Date: May 15, 2024 By: /s/ Ketan Thakker Ketan Thakker President, Chief Executive Officer and Principal Financial Officer 13