KUSTOM ENTERTAINMENT, INC. 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls 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 the effectiveness of the design and operation of our disclosure controls and procedures to provide reasonable assurance of achieving the control objectives, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on their evaluation as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level to ensure that the information required to be disclosed in reports filed or submitted under the Exchange Act, including this Annual Report on Form 10-K, was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and was accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. U.S. Securities and Exchange Commission guidance allows companies to exclude acquisitions from management’s report on internal control over financial reporting for the first year after the acquisition. In September 2021, we acquired TicketSmarter, LLC and Goody Tickets, LLC (see Item 8. Financial Statements and Supplementary Data—Note 20—TicketSmarter Acquisition). Due to the timing of the transaction, management has excluded TicketSmarter from our annual evaluation of internal control over financial reporting. The preliminary total assets, excluding goodwill and identifiable intangible assets, for TicketSmarter represent approximately 14.8% to our consolidated assets as of December 31, 2021. The preliminary total revenue of this acquisition represents less than 50.0% of our consolidated revenues for the year ended December 31, 2021. In connection with the filing of this Annual Report on Form 10-K, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment using the framework in 2013 Internal Control – Integrated Framework , management believes that, as of December 31, 2021, our internal control over financial reporting is effective. Changes in Internal Control Over Financial Reporting We are in the process of integrating our recent acquisitions, which were acquired at numerous dates throughout 2021, into our overall internal control over financial reporting process. Other than this integration, there have been no changes in our internal control over financial reporting during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting resulting from the fact that employees are working remotely due to the global COVID-19 pandemic. We are continually monitoring and assessing the impact of the global COVID-19 pandemic on our internal controls to minimize the affect on their design and operating effectiveness. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 41 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by Item 10 is incorporated herein by reference to our definitive proxy statement, which we expect to file no later than 120 days after December 31, 2021 (our “2022 Proxy Statement”). Item 11. E xecutive Compensation. The information required by Item is incorporated herein by reference to our 2022 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 12 is incorporated herein by reference to our 2022 Proxy Statement. Information about our Plans is incorporated herein by reference to Part II, Item 5 of this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 is incorporated herein by reference to our 2022 Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by Item 14 is incorporated herein by reference to our 2022 Proxy Statement. 42 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements : The consolidated financial statements required to be included in Part II, Item 8, Financial Statements and Supplementary Data, begin on Page F-1 and are submitted as a separate section of this Annual Report on Form 10-K. 2. Financial Statement Schedules : All schedules are omitted because they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes in this Annual Report on Form 10-K. 3. Exhibits : Exhibit Number Description of Exhibit 2.1 Plan of Merger among Vegas Petra, Inc., a Nevada corporation, and Digital Ally, Inc., a Nevada corporation, and its stockholders, dated November 30, 2004. (1) 3.1(i) Amended and Restated Articles of Incorporation of Digital Ally, Inc. (see the Amended and Restated Articles of Incorporation included in the Plan of Merger, filed as Exhibit 2.1 hereto). (1) 3.1(ii) Certificate of Change of Digital Ally, Inc., dated August 24, 2012. (5) 3.1(iii) Certificate of Amendment of Digital Ally, Inc., dated July 27, 2018. (20) 3.1(iv) Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on September 25, 2020. (26) 3.2(i) Amended and Restated Bylaws of Digital Ally, Inc. (1)   3.2(ii) Amendment to Amended and Restated Bylaws of Digital Ally, Inc. (19) 3.3 Audit Committee Charter dated September 22, 2005. (1) 3.4 Compensation Committee Charter, dated September 22, 2005 (1) 3.5 Nominating Committee Charter dated December 27, 2007. (2) 3.6 Corporate Governance Guidelines (3) 3.7 Nominating and Governance Charter, Amended and Restated as of February 25, 2010. (4) 3.8 Strategic Planning Committee Charter dated June 28, 2009. (4) 3.9 Certificate of Change Pursuant to NRS 78.209 of Digital Ally, Inc. (5) 4.1 Form of Common Stock Certificate. (6) 4.2 Form of Common Stock Purchase Warrant. (6) 4.3 Form of Series A Common Stock Purchase Warrant. (7) 4.4 Form of Series B Common Stock Purchase Warrant. (7) 4.5 Form of Series C Common Stock Purchase Warrant. (7) 4.6 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (25) 4.7 Form of Common Stock Purchase Warrant (Exchange Warrant) (29) 4.8 Form of Common Stock Purchase Warrant (Replacement Original Warrant) (29) 5.1 Opinion of Quarles & Brady, LLP (17) 10.1 2005 Stock Option and Restricted Stock Plan. (6) 10.2 2006 Stock Option and Restricted Stock Plan. (6) 10.3 Form of Stock Option Agreement (ISO and Non-Qualified) 2005 Stock Option Plan. (6) 10.4 Form of Stock Option Agreement (ISO and Non-Qualified) 2006 Stock Option Plan. (6) 10.5 2007 Stock Option and Restricted Stock Plan. (8) 10.6 Form of Stock Option Agreement (ISO and Non-Qualified) 2007 Stock Option Plan. (2) 10.7 Amendment to 2007 Stock Option and Restricted Stock Plan. (2) 10.8 2008 Stock Option and Restricted Stock Plan. (2) 10.9 Form of Stock Option Agreement (ISO and Non-Qualified) 2008 Stock Option Plan. (2) 43 10.10 Forms of Restricted Stock Agreement for 2005, 2006, 2007 and 2008 Stock Option and Restricted Stock Plans. (9) 10.11 2011 Stock Option and Restricted Stock Plan (10) 10.12 Form of Stock Option Agreement for 2011 Stock Option and Restricted Stock Plan (10) 10.13 Amended and Restated 2015 Stock Option and Restricted Stock Plan (11) 10.14 Common Stock Purchase Warrant (12) 10.15 Form of Series A-1 Warrant (13) 10.16 Form of Series A-2 Warrant (13) 10.17 Form of Series A-3 Warrant (13) 10.18 Form of Common Stock Purchase Warrant (14) 10.19 Common Stock Purchase Warrant of Digital Ally, Inc. (15) 10.20 Proceeds Investment Agreement, dated as July 31, 2018, by and between Digital Ally, Inc. and Brickell Key Investments LP (15) 10.21 Letter Agreement, dated as July 31, 2018, by and between Digital Ally, Inc. and Brickell Key Investments LP (15) 10.22 Digital Ally, Inc. 2018 Stock Option and Restricted Stock Plan (16) 10.23 Form of Common Stock Purchase Warrant. (18) 10.24 Form of Wholesale Distribution Agreement, dated April 3, 2020. (22) 10.25 Form of Placement Agency Agreement, dated January 11, 2021, by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. (23) 10.26 Form of Securities Purchase Agreement, dated as of January 11, 2021, by and between the Company and the Investors. (23) 10.27 Form of Placement Agency Agreement, dated January 27, 2021, by and between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc. (24) 10.28 Form of Securities Purchase Agreement, dated as of January 27, 2021, by and between the Company and the Investors. (24) 10.29 Commercial Real Estate Sales Contract, dated February 24, 2021, between the Company and DDG Holding, LLC. (27) 10.30 Form of Operating Agreement of Nobility Healthcare, LLC, dated June 1, 2021 (28) 10.31 Warrant Exchange Agreement, dated August 19, 2021, by and among the Company and the warrant holders who are signatories thereto. (29) 10.32 Unit Purchase Agreement, dated September 2, 2021 (30) 14.1 Code of Ethics and Code of Conduct. (2) 21.1 Subsidiaries of Registrant * 23.1 Consent of RBSM LLP * 23.3 Consent of Quarles & Brady LLP (included in Exhibit 5.1)* (17) 24.1 Power of Attorney * 31.1 Certificate of Stanton E. Ross, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certificate of Thomas J. Heckman, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certificate of Stanton E. Ross, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certificate of Thomas J. Heckman, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101.INS Inline XBRL Instance Document ** 101.SCH Inline XBRL Taxonomy Schema ** 101.CAL Inline XBRL Taxonomy Calculation Linkbase ** 101.LAB Inline XBRL Taxonomy Label Linkbase ** 101.PRE Inline XBRL Taxonomy Presentation Linkbase ** 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Filed herewith. ** The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. 44 (1) Filed as an exhibit to the Company’s Form SB-2, filed October 16, 2006, No. 333-138025. (2) Filed as an exhibit to the Company’s Annual Report on Form 10KSB for the Year ended December 31, 2007. (3) Filed as an exhibit to the Company’s Current Report on Form 8-K dated November 20, 2009. (4) Filed as an exhibit to the Company’s Annual Report on Form 10K for the Year ended December 31, 2009. (5) Filed as an exhibit to the Company’s Form 8-K filed August 30, 2012. (6) Filed as an exhibit to the Company’s October 2006 Form SB-2. (7) Filed as an exhibit to the Company’s Form 8-K filed July 17, 2015 (8) Filed as an exhibit to the Company’s Form S-8, filed October 23, 2007, No. 333-146874. (9) Filed as an exhibit to the Company’s Annual Report on Form 10K for the Year ended December 31, 2009. (10) Filed as an exhibit to the Company’s Form 8-K filed June 1, 2011. (11) Filed as an exhibit to the Company’s Form S-8 filed May 23, 2016. (12) Filed as an exhibit to the Company’s Form S-8 filed January 3, 2017. (13) Filed as an exhibit to the Company’s Form 8-K filed August 25, 2017. (14) Filed as an exhibit to the Company’s Form 8-K filed April 4, 2018. (15) Filed as an exhibit to the Company’s Form 8-K filed August 2, 2018. (16) Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed August 20, 2018. (17) Filed as an Exhibit 5.1 to the October 2006 Form SB-2. (18) Filed as an exhibit to the Company’s Form 8-K filed August 5, 2019. (19) Filed as an exhibit to the Company’s Form 8-K filed December 10, 2007. (20) Filed as an exhibit to the Company’s Registration Statement on Form S-1/A filed February 7, 2020. (21) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. (22) Filed as an exhibit to the Company’s Form 8-K filed April 8, 2020. (23) Filed as an exhibit to the Company’s Form 8-K filed January 12, 2021. (24) Filed as an exhibit to the Company’s Form 8-K filed January 28, 2021. (25) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the Year ended December 31, 2020. (26) Filed as an exhibit to the Company’s Form 8-K filed April 16, 2021. (27) Filed as an exhibit to the Company’s Form 8-K filed May 3, 2021. (28) Filed as an exhibit to the Company’s Form 8-K filed June 9, 2021. (29) Filed as an exhibit to the Company’s Form 8-K filed August 19, 2021. (30) Filed as an exhibit to the Company’s Form 8-K filed September 9, 2021. (b) No financial statement schedules have been provided because the information is not required or is shown either in the financial statements or the notes thereto. 45 Signatures Pursuant to the requirements of Section 13 or 15(d) 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. DIGITAL ALLY, INC., a Nevada corporation By: /s/ Stanton E. Ross Stanton E. Ross President and Chief Executive Officer Dated: April 15, 2022 Each person whose signature appears below authorizes Stanton E. Ross to execute in the name of each such person who is then an officer or director of the registrant, and to file, any amendments to this Annual Report on Form 10-K necessary or advisable to enable the registrant to comply with the Securities Exchange Act of 1934 and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such changes in such Report as such attorney-in-fact may deem appropriate. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature and Title Date /s/ Stanton E. Ross April 15, 2022 Stanton E. Ross, Director and Chief Executive Officer /s/ Leroy C. Richie April 15, 2022 Leroy C. Richie, Director /s/ Michael J. Caulfield April 15, 2022 Michael J. Caulfield, Director /s / Daniel F. Hutchins April 15, 2022 Daniel F. Hutchins, Director /s / Christian J. Hoffmann, III April 15, 2022 Christian J. Hoffmann, III, Director /s/ Thomas J. Heckman April 15, 2022 Thomas J. Heckman, Chief Financial Officer, Secretary, Treasurer and Principal Accounting Officer 46 DIGITAL ALLY, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID No: 587 ) F-2 Consolidated Financial Statements:  Consolidated Balance Sheets – December 31, 2021 and 2020 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020 F-5 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020 F-7 Notes to the Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Digital Ally, Inc. Opinion on the Financial Statement We have audited the accompanying consolidated balance sheets of Digital Ally, Inc. and its subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the years in the two year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flow for each of the years in the two year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statement are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill and Other Intangibles arising from the acquisition of TicketSmarter – Refer to Notes 1 and 20 to the consolidated financial statements Critical Audit Matter Description As disclosed in Note 1, Goodwill arises in connection with acquisitions. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill. As disclosed in Note 20, on September 1, 2021, the Company completed an acquisition referred to as the TicketSmarter Acquisition in accordance with the stock purchase agreement. The consideration included an initial payment through a combination of cash and common stock. In addition to the Initial Payment Amount, the Company agreed to issue an earn-out agreement to the selling stockholders in the contingent amount of $4,244,400 that is subject to an earn-out adjustment based on actual EBITDA achieved in 2021. The Company gave a fair value of approximately $3,700,000 to the earn-out on the date of acquisition which is considered a contingent liability. However, following the completion of 2021, it was determined that the actual EBITDA threshold for any earn-out adjustment to be paid was not met, therefore, the contingent earn-out is reduced to zero resulting in a gain related to this revaluation is recorded in the Company’s consolidated statements of operations for the year ended December 31, 2021. Auditing the accounting for the acquisition was complex due to the significant estimation uncertainty in determining the fair values of identified intangible assets, which consisted of Sponsorship agreement network of $5,600,000, Trademarks of $600,000, Search engine optimization/content of $600,000 and Goodwill of $5,675,280. Given the significant judgments made by management to estimate the earn-out as well as intangible assets acquired with the TicketSmarter Acquisition, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased effort, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit ● We utilized personnel with specialized knowledge and skill in valuation to assist in; a) assessing the appropriateness and relative weighting of valuation methodology for the various intangible assets, including the With-and-Without Method, Cost to Replace, Relief from Royalty and Monte Carlo Simulation, b) evaluating the reasonableness of the growth rates, percent of revenues lost without existing agreements, discount rate used in the income approach, c) evaluating the reasonableness of the assumptions and estimates used in the various valuation methodologies. F- 2 ● Evaluate the reasonableness of management’s significant estimates and assumptions including revenue growth rates and EBITDA margins, discount rates and futures market conditions. ● Evaluate if there have been events and circumstances that might indicate Goodwill has been impaired. ● Reviewed and assessed the appropriateness of adjustments to Goodwill, Other Intangibles and other Assets and Liabilities acquired based on changes to their estimated fair values. Value of Inventories – Refer to Notes 1 and 4 to the consolidated financial statements Critical Audit Matter Description Inventories for the video solutions segment are held at the lower of cost or net realizable value, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventory costs include material, labor and manufacturing overhead. Inventories for the ticketing segment are held at the lower of cost or net realizable value, and written-off after the event has occurred. Event tickets for the ticketing segment are carried at the lower of cost or net realizable value, and fully written off at the time the event occurs if the ticket is unsold and remaining in inventory. Management has established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. Manufacturing inventory for the video solutions segment is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. As these service parts age over the related product group’s post-production service life, the Company reduces the net carrying value of its repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in consolidated balance sheet is reduced to zero. The Company also perform periodic monitoring of its installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. At December 31, 2021, the Company recorded a reserve for excess and obsolete inventory in the video solutions segment of $3,353,458 and a reserve for the ticketing segment of $561,631. Given the judgments made by management, a high degree of subjective and complex auditor judgment was required to evaluate the estimates and assumptions related to the reserve for excess and obsolete inventory. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the inventory reserve for the video solutions segment included the following, among others: ● We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their estimate of the inventory reserves. ● We performed analysis over key product metrics, inventory turnover, and margins, to identify and evaluate slow-moving inventory categories, negative margins, or other trends which may indicate a requirement to reserve. Our audit procedures related to the inventory reserve for ticketing segment included the following, among others: ● We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their estimate of the inventory reserves. ● We tested the reasonableness of the reserve for events which have not occurred by analyzing historical activity prior to the acquisition and during the period ended December 31, 2021. Additionally, we analyzed activity subsequent to the balance sheet date for events that have already occurred to determine the amount written down to net realizable value on the date of the event. /s/ RBSM LLP We have served as the Company’s auditor since 2019. New York, NY April 15, 2022 PCAOB ID Number 587 F- 3 DIGITAL ALLY, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2021 AND 2020 2021 2020 Assets Current assets: Cash and cash equivalents $ 32,007,792 $ 4,361,758 Accounts receivable-trade, less allowance for doubtful accounts of $ 113,234 – 2021 and $ 123,224 – 2020 2,727,052 1,705,461 Other Receivables (including $ 158,384 due from related parties – 2021 and $ 500,000 – 2020, refer to Note 17) 2,021,813 1,529,920 Inventories, net 9,659,536 8,202,274 Prepaid expenses 9,728,782 2,030,693 Total current assets 56,144,975 17,830,106 Property, plant, and equipment, net 6,841,026 666,800 Goodwill and other intangible assets, net 16,902,513 392,564 Operating lease right of use assets, net 993,384 753,175 Other assets 2,107,299 1,154,882 Total assets $ 82,989,197 $ 20,797,527 Liabilities and Equity Current liabilities: Accounts payable $ 4,569,106 $ 1,144,675 Accrued expenses 1,175,998 796,094 Current portion of operating lease obligations 373,371 113,484 Contract liabilities – current 1,665,519 1,647,469 Debt obligations – current 389,934 11,727 Warrant derivative liabilities 14,846,932 — Income taxes payable 1,827 7,158 Total current liabilities 23,022,687 3,720,607 Long-term liabilities: Debt obligations – long term 727,278 148,273 Operating lease obligation – long term 688,207 723,272 Contract liabilities – long term 2,687,786 1,848,869 Total liabilities 27,125,958 6,441,021 Commitments and contingencies - - Equity: Common stock, $ 0.001 par value; 100,000,000 shares authorized; shares issued: 50,904,391 – 2021 and 26,834,709 – 2020 50,904 26,835 Additional paid in capital 124,426,379 106,501,396 Treasury stock, at cost — ( 2,157,225 ) Noncontrolling interest in consolidated subsidiary 56,453 — Accumulated deficit ( 68,670,497 ) ( 90,014,500 ) Total equity 55,863,239 14,356,506 Total liabilities and equity $ 82,989,197 $ 20,797,527 See Notes to Consolidated Financial Statements. F- 4 DIGITAL ALLY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 2021 2020 Revenue: Product $ 9,180,287 $ 8,029,457 Service and other 12,233,147 2,485,411 Total revenue 21,413,434 10,514,868 Cost of revenue: Product 8,635,047 5,739,572 Service and other 7,114,612 712,702 Total cost of revenue 15,749,659 6,452,274 Gross profit 5,663,775 4,062,594 Selling, general and administrative expenses: Research and development expense 1,930,784 1,842,800 Selling, advertising and promotional expense 5,717,824 2,607,242 General and administrative expense 12,776,077 7,276,203 Total selling, general and administrative expenses 20,424,685 11,726,245 Operating loss ( 14,760,910 ) ( 7,663,651 ) Other income (expense): Interest income 310,200 47,893 Interest expense ( 28,600 ) ( 342,379 ) Change in fair value of secured convertible notes — ( 1,300,252 ) Change in fair value of proceeds investment agreement — 5,250,000 Change in fair value of short-term investments ( 101,645 ) — Change in fair value of warrant derivative liabilities 36,664,907 — Change in fair value of contingent consideration promissory notes and earn-out agreements 3,732,789 — Warrant modification expense ( 295,780 ) — Gain on the extinguishment of debt 10,000 1,417,413 Secured convertible notes issuance expense — ( 34,906 ) Total other income (expense) 40,291,871 5,037,769 Income (loss) before income tax expense (benefit) 25,530,961 ( 2,625,881 ) Income tax expense (benefit) — — Net income (loss) 25,530,961 ( 2,625,881 ) Net income attributable to noncontrolling interests of consolidated subsidiary ( 56,453 ) — Net income (loss) attributable to common stockholders $ 25,474,508 $ ( 2,625,881 ) Net income (loss) per share attributable to common information: Basic $ 0.51 $ ( 0.12 ) Diluted $ 0.51 $ ( 0.12 ) Weighted average shares outstanding: Basic 50,222,289 21,603,635 Diluted 50,222,289 21,603,635 See Notes to Consolidated Financial Statements. F- 5 DIGITAL ALLY, INC. CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) YEARS ENDED DECEMBER 31, 2021 AND 2020 Noncontrolling Additional Interest in Common Stock Paid In Treasury consolidated Accumulated Shares Amount Capital stock subsidiary deficit Total Balance, December 31, 2019 12,079,095 $ 12,079 $ 83,216,387 $ ( 2,157,225 ) $ — $ ( 87,388,619 ) $ ( 6,317,378 ) Stock-based compensation — — 1,462,270 — — — 1,462,270 Restricted common stock grant 846,591 846 ( 846 ) — — — — Restricted common stock forfeitures ( 36,750 ) ( 37 ) 37 — — — — Issuance of common stock upon conversion of secured convertible notes and interest 2,624,212 2,625 3,022,060 — — — 3,024,685 Issuance of common stock through underwritten public offering at $ 1.15 per share (net of offering expenses and underwriters’ discount) 2,521,740 2,522 2,499,614 — — — 2,502,136 Issuance of common stock through underwritten public offering at $ 1.65 per share (net of offering expenses and underwriters’ discount) 3,554,545 3,554 5,346,859 — — — 5,350,413 Issuance of common stock through underwritten public offering at $ 2.15 per share (net of offering expenses and underwriters’ discount) 2,539,534 2,540 4,974,152 — — — 4,976,692 Issuance of common stock upon exercise of common stock purchase warrants 2,693,867 2,694 5,200,428 — — — 5,203,122 Issuance of common stock purchase warrants in connection with issuance of secured convertible notes — — 721,141 — — — 721,141 Issuance of common stock upon exercise of stock options 1,875 2 7,798 — — — 7,800 Issuance of common stock for services rendered 10,000 10 30,690 — — — 30,700 Issuance of common stock purchase warrants in connection with issuance of unsecured promissory note payable — — 20,806 — — — 20,806 Issuance of common stock through registered direct offering at $3.095 per share and accompanying warrants (net of offering expenses and placement agent discount) Issuance of common stock through registered direct offering at $3.095 per share and accompanying warrants (net of offering expenses and placement agent discount), shares Exercise of pre-funded common stock purchase warrants at $3.095 per share Exercise of pre-funded common stock purchase warrants at $3.095 per share, shares Exercise of pre-funded common stock purchase warrants at $2.80 per share Exercise of pre-funded common stock purchase warrants at $2.80 per share, shares Issuance of pre-funded common stock purchase warrants in connection with the registered direct offerings Issuance of common stock purchase warrants at exercise price of $3.25 per share in connection with the registered direct offerings Issuance of common stock as consideration for acquisition Issuance of common stock as consideration for acquisition, shares Repurchase and cancellation of common stock Repurchase and cancellation of common stock, shares Cancellation of treasury stock Cancellation of treasury stock, shares Net loss — — — — — ( 2,625,881 ) ( 2,625,881 ) Balance, December 31, 2020 26,834,709 26,835 106,501,396 ( 2,157,225 ) — ( 90,014,500 ) 14,356,506 Stock-based compensation — — 1,605,949 — — — 1,605,949 Restricted common stock grant 856,000 856 ( 856 ) — — — — Restricted common stock forfeitures ( 7,700 ) ( 8 ) 8 — — — — Issuance of common stock through registered direct offering at $ 3.095 per share and accompanying warrants (net of offering expenses and placement agent discount) 2,800,000 2,800 6,726,200 — — — 6,729,000 Issuance of common stock through registered direct offering at $ 2.80 per share and accompanying warrants (net of offering expenses and placement agent discount) 3,250,000 3,250 6,614,350 — — — 6,617,600 Exercise of pre-funded common stock purchase warrants at $ 3.095 per share 7,200,000 7,200 22,276,800 — — — 22,284,000 Exercise of pre-funded common stock purchase warrants at $ 2.80 per share 11,050,000 11,050 30,928,950 — — — 30,940,000 Issuance of pre-funded common stock purchase warrants in connection with the registered direct offerings — — ( 1,817,548 ) — — — ( 1,817,548 ) Issuance of common stock purchase warrants at exercise price of $ 3.25 per share in connection with the registered direct offerings — — ( 49,398,510 ) — — — ( 49,398,510 ) Issuance of common stock as consideration for acquisition 719,738 720 989,640 — — — 990,360 Repurchase and cancellation of common stock ( 1,734,838 ) ( 1,735 ) — — — ( 1,973,344 ) ( 1,975,079 ) Cancellation of treasury stock ( 63,518 ) ( 64 ) — 2,157,225 — ( 2,157,161 ) — Net income — — — — 56,453 25,474,508 25,530,961 Net income (loss) — — — — 56,453 25,474,508 25,530,961 Balance, December 31, 2021 50,904,391 $ 50,904 $ 124,426,379 $ — $ 56,453 $ ( 68,670,497 ) $ 55,863,239 See Notes to Consolidated Financial Statements. F- 6 DIGITAL ALLY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020 2021 2020 Cash Flows from Operating Activities: Net income (loss) $ 25,530,961 $ ( 2,625,881 ) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Depreciation and amortization 822,489 250,156 Stock based compensation 1,605,949 1,462,270 Issuance of common stock for services — 30,700 Amortization of debt discount — 86,867 Provision for doubtful accounts receivable 9,990 — Interest paid through issuance of common stock — 99,945 Gain on extinguishment of debt ( 10,000 ) ( 1,417,413 ) Secured convertible debentures issuance expense — 34,906 Change in fair value of secured convertible debentures — 1,300,252 Change in fair value of proceeds investment agreement — ( 5,250,000 ) Change in fair value of contingent consideration promissory notes and earn-out agreements ( 3,732,789 ) — Change in fair value of warrant derivative liability ( 36,664,907 ) — Warrant modification expense 295,780 — Provision for inventory obsolescence 1,954,738 275,690 Change in operating assets and liabilities: (Increase) decrease in: Accounts receivable – trade ( 29,838 ) ( 634,443 ) Accounts receivable – other (including related party) ( 693,992 ) ( 1,015,191 ) Inventories ( 1,431,080 ) ( 3,197,552 ) Prepaid expenses ( 3,839,458 ) ( 1,649,603 ) Income tax refund receivable — 44,650 Operating lease right of use assets 180,497 ( 630,716 ) Other assets ( 738,466 ) 177,619 Increase (decrease) in: Accounts payable ( 1,907,608 ) ( 1,195,310 ) Accrued expenses 166,874 ( 41,274 ) Income taxes payable ( 5,331 ) 1,224 Operating lease obligations ( 195,884 ) 633,136 Contract liabilities 856,967 ( 14,747 ) Net cash used in operating activities ( 17,825,108 ) ( 13,274,715 ) Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 6,428,225 ) ( 621,860 ) Additions to intangible assets ( 1,189,132 ) ( 77,329 ) Cash paid for acquisition of Medical Billing Company ( 1,026,508 ) — Cash paid for acquisition of Medical Billing Company ( 2,270,000 ) — Cash paid for acquisition of TicketSmarter ( 8,615,514 ) — Repayment (issuance) of notes receivable 405,000 ( 800,000 ) Net cash used in investing activities ( 19,124,379 ) ( 1,499,189 ) Cash Flows from Financing Activities: Proceeds from issuance of common stock upon exercise of pre-funded warrants 53,224,000 — Net proceeds from sale of common stock in registered direct offerings 13,346,600 — Repurchase and cancellation of common stock ( 1,975,079 ) — Proceeds from unsecured promissory note payable, related party — 319,000 Proceeds from unsecured promissory note payable — 100,000 Proceeds from PPP/EIDL Loans — 1,568,900 Repayment of proceeds investment agreement — ( 1,250,000 ) Proceeds from issuance of common stock and warrants, net of issuance costs — 12,829,241 Proceeds from secured convertible debentures — 1,500,000 Secured convertible debenture issuance expense — ( 34,906 ) Principal payments on related party note payable — ( 319,000 ) Principal payment on unsecured notes payable — ( 400,000 ) Principal payment on secured convertible debentures — ( 748,180 ) Proceeds from issuance of common stock upon exercise of warrants — 5,203,122 Proceeds from exercising stock options — 7,800 Net cash provided by financing activities 64,595,521 18,775,977 Net increase in cash and cash equivalents 27,646,034 4,002,073 Cash, cash equivalents, beginning of year 4,361,758 359,685 Cash, cash equivalents, end of year $ 32,007,792 $ 4,361,758 Supplemental disclosures of cash flow information: Cash payments for interest $ — $ 128,911 Cash payments for income taxes $ 1,224 $ 4,776 Supplemental disclosures of non-cash investing and financing activities: Restricted common stock grant $ 856 $ 846 Restricted common stock forfeitures $ 8 $ 37 Amounts allocated to common stock purchase warrants in connection with proceeds from secured convertible debentures $ — $ 741,947 Issuance of common stock upon conversion of secured convertible notes $ — $ 2,924,740 Issuance of contingent consideration earn-out agreement for business acquisitions $ 3,700,000 $ — Issuance of contingent consideration promissory note for business acquisitions $ 1,000,000 $ — Assets acquired in business acquisitions $ 6,324,189 $ — Identifiable intangible assets acquired in business acquisitions $ 6,800,000 $ — Goodwill acquired in business acquisitions $ 9,931,547 $ — Liabilities assumed in business acquisitions $ 5,453,353 $ — Common stock issued as consideration for business acquisitions $ 990,360 $ — Amounts allocated to initial measurement of warrant derivative liabilities in connection to the warrants and pre-funded warrants $ 51,216,058 $ — Cancellation of treasury stock $ 2,157,225 $ — See Notes to Consolidated Financial Statements. F- 7 DIGITAL ALLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business : Digital Ally, Inc. was originally incorporated in Nevada on December 13, 2000 as Vegas Petra, Inc. and had no operations until 2004. On November 30, 2004, Vegas Petra, Inc. entered into a Plan of Merger with Digital Ally, Inc., at which time the merged entity was renamed Digital Ally, Inc. The business of Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., and its majority-owned subsidiary Nobility Healthcare, LLC, collectively, “Digital Ally,” “Digital,” and the “Company”) is divided into three reportable operating segments: 1) the Video Solutions Segment, 2) the Revenue Cycle Management Segment and 3) the Ticketing Segment. The Video Solutions Segment is our legacy business that produces digital video imaging, storage products, disinfectant and related safety products for use in law enforcement, security and commercial applications. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Ticketing Segment we act as an intermediary between ticket buyers and sellers within our secondary ticketing platform, ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Such required segment information is included in Note 21. The Company also formed Worldwide Reinsurance Ltd., during 2021 which is a captive insurance company incorporated during 2021 and domiciled in Bermuda. This wholly-owned subsidiary will provide primarily liability insurance coverage to the Company for which insurance may not be currently available or economically feasible in today’s insurance marketplace. The following is a summary of the Company’s Significant Accounting Policies: Basis of Consolidation : The accompanying financial statements include the consolidated accounts of Digital Ally, its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc, and Worldwide Reinsurance, Ltd. and its majority-owned subsidiary Nobility Healthcare, LLC. All intercompany balances and transactions have been eliminated during consolidation. The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Shield Products, LLC in May 2020 to facilitate the sales of its Shield™ line of disinfectant/cleanser products and ThermoVu® line of temperature monitoring equipment. The Company formed Nobility Healthcare, LLC in June 2021 to facilitate the operations of its revenue cycle management solutions and back-office services for healthcare organizations. Lastly, the Company formed TicketSmarter, Inc. upon its acquisition of Goody Tickets, LLC and TicketSmarter, LLC, to facilitate the global ticketing operations. The Company formed Worldwide Reinsurance Ltd., which is a captive insurance company incorporated during 2021 and domiciled in Bermuda. It will provide primarily liability insurance coverage to the Company for which insurance may not be currently available or economically feasible in today’s insurance marketplace. Fair Value of Financial Instruments : The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. The Company accounts for its secured convertible debentures and proceeds investment agreement on a fair value basis. F- 8 Revenue Recognition : The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers , and all related appropriate guidance. The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company has two different revenue streams, product and service, represented through its three segments. The Company reports all revenues on a gross basis, other than service revenues from the Company’s ticketing and revenue cycle management segments, Revenues generated by all segments are reported net of sales taxes. Video Solutions The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situation where sales are to a distributor, the Company had concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement product. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. F- 9 The Company’s multiple performance obligations may include future in-car or body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. Revenue Cycle Management The Company reports revenue cycle management revenues on a net basis, as its primary source of revenue is its end-to end service fees which is generally determined as a percentage of the invoice amounts collected. These service fees are reported as revenue monthly upon completion of the Company’s performance obligation to provide the agreed upon service. Ticketing The Company reports ticketing revenue on a gross or net basis based on management’s assessment of whether the Company is acting as a principal or agent in the transaction. The determination is based upon the evaluation of control over the event ticket, including the right to sell the ticket, prior to its transfer to the ticket buyer. The Company sells tickets held in inventory, which consists of one performance obligation, being to transfer control of an event ticket to the buyer upon confirmation of the order. The Company acts as the principal in these transactions as the ticket is owned by the Company at the time of sale, therefore controlling the ticket prior to transferring to the customer. In these transactions, revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed. Payment is typically due upon delivery of the ticket. The Company also acts as an intermediary between buyers and sellers through the online secondary marketplace. Revenues derived from this marketplace primarily consist of service fees from ticketing operations, and consists of one primary performance obligation, which is facilitating the transaction between the buyer and seller, being satisfied at the time the order has been confirmed. As the Company does not control the ticket prior to the transfer, the Company acts as an agent in these transactions. Revenue is recognized on a net basis, net of the amount due to the seller when an order is confirmed, the seller is then obligated to deliver the tickets to the buyer per the seller’s listing. Payment is due at the time of sale. Other Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the year ended December 31, 2021, the Company recognized revenue of $ 1.7 million related to its contract liabilities. Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. Total contract liabilities consist of the following: SCHEDULE OF CONTRACT LIABILITIES December 31, 2021 December 31, 2020 Additions/Reclass Recognized Revenue December 31, 2021 Contract liabilities, current $ 1,647,469 $ 696,936 $ 678,886 $ 1,665,519 Contract liabilities, non-current 1,848,869 2,432,884 1,593,967 2,687,786 $ 3,496,338 $ 3,129,820 $ 2,272,853 $ 4,353,305 December 31, 2020 December 31, 2019 Additions/Reclass Recognized Revenue December 31, 2020 Contract liabilities, current $ 1,707,943 $ 880,036 $ 940,510 $ 1,647,469 Contract liabilities, non-current 1,803,143 1,543,898 1,498,172 1,848,869 $ 3,511,086 $ 2,423,934 $ 2,438,682 $ 3,496,338 Sales returns and allowances aggregated $ 45,298 and $ 26,069 for the years ended December 31, 2021 and 2020, respectively. Obligations for estimated sales returns and allowances are recognized at the time of sales on an accrual basis. The accrual is determined based upon historical return rates adjusted for known changes in key variables affecting these return rates. F- 10 Use of Estimates : The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, proceeds investment agreement and convertible debt, the recognition of revenue, inventory valuation reserve, fair value of assets and liabilities acquired in a business combination, incremental borrowing rate on leases, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and cash equivalents : Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. The following table shows the Company’s cash and cash equivalents by significant investment category as of December 31, 2021 and 2020: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2021 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Demand deposits $ 5,031,246 $ — $ — $ 5,031,246 Short-term investments with original maturities of 90 days or less (Level 1) (1) : Money market funds 14,928,526 — — 14,928,526 Mutual funds 12,079,901 — ( 31,881 ) 12,048,020 $ 32,039,673 $ — $ ( 31,881 ) $ 32,007,792 December 31, 2020 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Demand deposits $ 4,361,758 $ — $ — $ 4,361,758 Short-term investments with original maturities of 90 days or less (Level 1) (1) : Money market funds — — — — Mutual funds — — — — $ 4,361,758 $ — $ — $ 4,361,758 (1): Level 1 fair value estimates are based on quoted prices in active markets for identical assets. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with numerous major financial institutions. At December 31, 2021 and 2020, the uninsured balance amounted to $ 29,836,142 and $ 3,653,192 , respectively. Accounts Receivable : Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a weekly basis. The Company determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than thirty (30) days beyond terms. No interest is charged on overdue trade receivables. F- 11 Goodwill and Other Intangibles : Goodwill - In connection with acquisitions, the Company applies the provisions of ASC 805, Business Combinations , using the acquisition method of accounting. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired is recorded as goodwill. In accordance with ASC 350, Intangibles - Goodwill and Other , the Company assesses goodwill for impairment annually as of December 31, and more frequently if events and circumstances indicate that goodwill might be impaired. Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill. The Company has adopted ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. As a result, the Company compares the fair value of a reporting unit with its respective carrying value and recognized an impairment charge for the amount by which the carrying amount exceeded the reporting unit’s fair value. The Company determines the fair value of its reporting units using an income approach. Under the income approach, the Company determined fair value based on estimated discounted future cash flows of each reporting unit. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and EBITDA margins, discount rates and future market conditions, among others. Long-lived and Other Intangible Assets - The Company periodically assesses potential impairments of its long-lived assets in accordance with the provisions of ASC 360, Accounting for the Impairment or Disposal of Long-lived Assets . An impairment review is performed whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. The Company groups its assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of the other assets and liabilities. The Company has determined that the lowest level for which identifiable cash flows are available is the operating segment level. Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available. The Company assessed potential impairments of its long-lived assets as of December 31, 2021 and concluded that there was no impairment. Intangible assets include deferred patent costs and license agreements. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain the exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. Inventories : Inventories for the video solutions segment consist of electronic parts, circuitry boards, camera parts and ancillary parts (collectively, “components”), work-in-process and finished goods. Finished goods that are manufactured and assembled by the Company are carried at the lower of cost or market, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventories for the ticketing segment consists of tickets to live events purchased, which are held at the lower of cost or net realizable value, and written-off after the event has occurred. Inventory costs include material, labor and manufacturing overhead. Event tickets for the ticketing segment are carried at the lower of cost or net realizable value, and fully written off at the time the event occurs if the ticket is unsold and remaining in inventory. Management has established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. F- 12 Manufacturing inventory for the video solutions segment is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. To support our world-wide service operations for the video solutions segment, we maintain service spare parts inventory, which consists of both consumable and repairable spare parts. Consumable service spare parts are used within our service business to replace worn or damaged parts in a system during a service call and are generally classified in current inventory as our stock of this inventory turns relatively quickly. However, if there has been no recent usage for a consumable service spare part, but the part is still necessary to support systems under service contracts, the part is considered to be non-current and included within non-current inventories within our consolidated balance sheet. Consumables are charged to cost of goods sold when issued during the service call. As these service parts age over the related product group’s post-production service life, we reduce the net carrying value of our repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of our systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in our consolidated balance sheet is reduced to zero. We also perform periodic monitoring of our installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. Property, plant and equipment: Property, plant and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from three to thirty years, other than the infinite useful life of land. Amortization expense on capitalized leases is included with depreciation expense. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. Leases : The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, the Company will evaluate whether to account for the lease as an operating or finance lease. Operating leases are included in the right of use assets (ROU) and operating lease liabilities on the consolidated balance sheet as of December 31, 2021. Finance leases would be included in property, plant and equipment, net and long-term debt and finance lease obligations on the balance sheet. The Company had operating leases for copiers and its office and warehouse space at December 31, 2021 but no financing leases. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the operating lease liabilities if the operating lease does not provide an implicit rate. Lease terms may include the option to extend when Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. F- 13 The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short term leases. Proceeds investment agreement : The Company has elected to record its proceeds investment agreement at its fair value. Accordingly, the proceeds investment agreement will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the proceeds investment agreement were expensed as incurred in the Consolidated Statement of Operations. Secured Convertible Notes : The Company has elected to record its senior convertible notes at its fair value. Accordingly, the senior convertible notes will be marked-to-market at each reporting date with the change in fair value reported as a gain (loss) in the Consolidated Statement of Operations. All issuance costs related to the senior convertible notes were expensed as incurred in the Consolidated Statement of Operations. Long-Lived Assets : Long-lived assets such as property, plant and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party appraisals, as considered necessary. Warranties : The Company’s video solutions segment products carry explicit product warranties that extend up to two years from the date of shipment. The Company records a provision for estimated warranty costs based upon historical warranty loss experience and periodically adjusts these provisions to reflect actual experience. Accrued warranty costs are included in accrued expenses. Extended warranties are offered on selected products and when a customer purchases an extended warranty the associated proceeds are treated as contract liabilities and recognized over the term of the extended warranty. Shipping and Handling Costs : Shipping and handling costs video solutions segment for outbound sales orders totaled $ 79,763 and $ 74,721 for the years ended December 31, 2021 and 2020, respectively. Such costs are included in selling, general and administrative expenses in the Consolidated Statements of Operations. Advertising Costs : Advertising expense video solutions segment and ticketing segments includes costs related to trade shows and conventions, promotional material and supplies, and media costs. Advertising costs are expensed in the period in which they are incurred. The Company incurred total advertising expense of approximately $ 4,110,032 and $ 990,975 for the years ended December 31, 2021 and 2020, respectively. Such costs are included in selling, advertising and promotional expenses in the Consolidated Statements of Operations. F- 14 Income Taxes : Deferred taxes are provided for by the liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740 - Income Taxes that provides a framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present, and disclose in its financial statements uncertain tax positions taken or expected to be taken on a tax return. It initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, and it recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As it obtains additional information, the Company may need to periodically adjust its recognized tax positions and tax benefits. These periodic adjustments may have a material impact on its Consolidated Statements of Operations. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. There was no interest expense related to the underpayment of estimated taxes during the years ended December 31, 2021 and 2020. There were no penalties in 2021 and 2020. The Company is subject to taxation in the United States and various states. As of December 31, 2021, the Company’s tax returns filed for 2018, 2019 and 2020 and to be filed for 2021 are subject to examination by the relevant taxing authorities. With few exceptions, as of December 31, 2021, the Company is no longer subject to Federal, state, or local examinations by tax authorities for taxable years prior to 2018. Research and Development Expenses : The Company expenses all research and development costs as incurred, which is generally incurred by the video solutions segment. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility were not significant, and software development costs were expensed as incurred during 2021 and 2020. Issuance of Debt Instruments with Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Warrant Derivative Liabilities: In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants to purchase shares of Common Stock, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of the warrants issued during the first quarter of 2021, and remain outstanding, include a provision that entitles all the warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the price of our common stock may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. Stock-Based Compensation : The Company grants stock-based compensation to its employees, board of directors and certain third-party contractors. Share-based compensation arrangements may include the issuance of options to purchase common stock in the future or the issuance of restricted stock, which generally are subject to vesting requirements. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. F- 15 The Company estimates the grant-date fair value of stock-based compensation using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows: ● Expected term is determined using the contractual term and vesting period of the award; ● Expected volatility of award grants made in the Company’s plan is measured using the weighted average of historical daily changes in the market price of the Company’s common stock over the period equal to the expected term of the award; ● Expected dividend rate is determined based on expected dividends to be declared; ● Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and ● Forfeitures are accounted for as they occur. Segment Reporting The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Ticketing, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. The Company’s captive insurance subsidiary provides services to the Company’s other business segments and not to outside customers; however, had no activity in 2021. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. Contingent Consideration In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value through the consolidated statement of operations. Repurchase and Cancellation of Shares From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes and cancelled when it is determined appropriate by management. The Company accounts for repurchases of common stock under the cost method. Shares repurchased and cancelled during the period were recorded as a reduction to stockholders’ (deficit) equity. See further discussion of the Company’s share repurchase program in Note 15–Stockholders’ Equity. Non-Controlling Interests Non-controlling interests in the Company’s Consolidated Financial Statements represents the interest in subsidiaries held by venture partners. The venture partners hold noncontrolling interests in the Company’s consolidated subsidiary Nobility Healthcare, LLC. Since the Company consolidates the financial statements of all wholly-owned and majority owned subsidiaries, the noncontrolling owners’ share of each subsidiary’s results of operations are deducted and reported as net income attributable to noncontrolling interest in the Consolidated Statements of Operations. New Accounting Standards In 2020, FASB issued ASU No. 2020-06 to simplify the accounting for convertible debt instruments as the current accounting guidance was determined to be unnecessarily complex and difficult to navigate. The ASU primarily does three things: (1) The ASU eliminates the beneficial conversion feature model and the cash conversion model. The elimination of these models will result in more convertible instruments (convertible debt instruments or convertible preferred stock instruments) being reported as a single liability instrument. The ASU also makes targeted improvements to the related disclosures, (2) The ASU eliminates certain settlement conditions that are required to qualify for derivative scope exception which will allow for less equity contracts to be accounted for as a derivative and (3) The ASU aligns the diluted EPS calculation for convertible instruments by requiring the use of the if-converted method and requiring share settlement be included in the calculation when the contract includes an option of cash or share settlement. ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021 with early adoption permitted for fiscal years beginning after December 15, 2020. Based on a preliminary analysis, the Company does not expect the adoption of this new accounting standard will have a significant impact on the Company’s financial position and results of operations. In 2020, FASB issued ASU No. 2020-01 which represents a consensus of the Emerging Issues Task Force and it clarifies certain items related to ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU (1) clarifies that when an entity is either applying the equity method or upon discontinuing the equity method it should consider observable price changes in orderly transactions for the identical or a similar investment with the same issuer for valuing basis of the investment and (2) clarifies that when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. ASU No. 2020-01 is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company adopted this update for the quarter ended March 31, 2021, with no material effect on the financials. F- 16 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. For financial liabilities measured using the fair value option in ASC 825, ASU 2016-01, Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, issued in January 2016, requires entities to recognize the changes in fair value of liabilities caused by a change in instrument specific credit risk (own credit risk) in other comprehensive income. The ASU is effective for calendar-year public business entities beginning in 2018. For all other calendar-year entities, it is effective for annual periods beginning in 2019 and interim periods beginning in 2020. Entities can early adopt certain provisions of the new standard, including this provision related to financial liabilities measured under the fair value option. We have considered this guidance and its impact on this debt accounted for at fair value. Based on discussions with our valuation expert and knowledge of the Company there was no change in valuation caused by a change in the Company’s credit risk during the period ending December 31, 2020. ASU 2018-09, Codification improvements, clarifies the accounting for a debt extinguishment when the fair value option is elected. Upon extinguishment an entity shall include in net income the cumulative amount of the gain or loss previously recorded in other comprehensive income for the extinguished debt that resulted from changes in instrument-specific credit risk. The ASU is effective for calendar-year public business entities beginning in 2019. For all other calendar-year entities, it is effective for annual periods beginning in 2020 and interim periods beginning in 2021. Early adoption is permitted for any fiscal year or interim period for which an entity’s financial statements have not yet been issued or have not been made available to be issued. We have considered this guidance and its impact on this debt accounted for at fair value. Based on discussions with our valuation expert and knowledge of the Company there was no change in valuation caused by a change in the Company’s credit risk during the period ending December 31, 2020. Since there is no change accounted for as a change in Credit Risk (included in other comprehensive income/loss) there is no impact to the Company’s financial statements from this new guidance. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. F- 17 In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement , to improve the effectiveness of disclosures. The amendments remove, modify, and add certain disclosure requirements in Topic 820, “Fair Value Measurement.” The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for fiscal years beginning after December 15, 2019. The Company adopted this standard in the first quarter of fiscal 2020. The impact of the adoption of ASU 2018-13 is further described in Note 9 , “ Fair Value Measurement ,” to our consolidating financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangible-Goodwill and Other Internal-Use Software (Subtopic 350-40) , or ASU 2018-15. ASU 2018-15 updates guidance regarding accounting for implementation costs associated with a cloud computing arrangement that is a service contract. The amendments under ASU 2018-15 are effective for interim and annual fiscal periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect the adoption of ASU 2018-15 to have a material impact on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We do not expect the adoption of this standard to have a significant impact on our financial position and results of operations. NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. Sales to domestic customers are typically made on credit and the Company generally does not require collateral while sales to international customers require payment before shipment or backing by an irrevocable letter or credit. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for estimated losses. Accounts are written off when deemed uncollectible and accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts totaled $ 113,234 as of December 31, 2021 and $ 123,224 as of December 31, 2020. F- 18 The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2021 and 2020, the uninsured balance amounted to $ 29,836,142 and $ 3,653,192 , respectively. The Company uses primarily a network of unaffiliated distributors for international sales and employee-based direct sales force for domestic sales. No international distributor individually exceeded 10 % of total revenues. One individual customer receivable balance exceeded 10 % of total accounts receivable as of December 31, 2021 and 2020, which totaled $ 352,603 or 13 % and $ 319,000 or 19 % of total accounts receivable, respectively. The Company’s video solutions segment purchases finished circuit boards and other proprietary component parts from suppliers located in the United States and on a limited basis from Asia. Although the Company obtains certain of these components from single source suppliers, it generally owns all tooling and management has located alternative suppliers to reduce the risk in most cases to supplier problems that could result in significant production delays. The Company has not historically experienced significant supply disruptions from any of its principal vendors and does not anticipate future supply disruptions. The Company acquires most of its components on a purchase order basis and does not have long-term contracts with its suppliers. NOTE 3. ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts receivable was comprised of the following for the years ended December 31, 2021 and 2020: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, 2021 December 31, 2020 Beginning balance $ 123,224 $ 123,224 Provision for bad debts 7,154 — Charge-offs to allowance, net of recoveries ( 17,144 ) — Ending balance $ 113,234 $ 123,224 NOTE 4. INVENTORIES Inventories consisted of the following at December 31, 2021 and 2020: SCHEDULE OF INVENTORIES December 31, 2021 December 31, 2020 Raw material and component parts– video solutions segment $ 3,062,046 $ 3,186,426 Work-in-process– video solutions segment — 1,907 Finished goods – video solutions segment 8,410,307 6,974,291 Finished goods – ticketing segment 2,102,272 — Subtotal 13,574,625 10,162,625 Reserve for excess and obsolete inventory– video solutions segment ( 3,353,458 ) ( 1,960,351 ) Reserve for excess and obsolete inventory – ticketing segment ( 561,631 ) — Total inventories $ 9,659,536 $ 8,202,274 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $ 153,976 and $ 138,263 as of December 31, 2021 and 2020, respectively. NOTE 5. PREPAID EXPENSES Prepaid expenses were the following at December 31, 2021 and 2020: SCHEDULE OF PREPAID EXPENSE December 31, 2021 December 31, 2020 Prepaid inventory $ 6,546,100 $ 1,132,641 Prepaid advertising 2,455,527 — Other 727,155 898,052 Total prepaid expenses $ 9,728,782 $ 2,030,693 Prepaid expenses increased by nearly $ 7.7 million primarily due to a prepaid inventory purchases and additional prepaid expenses related to completed acquisitions in 2021. NOTE 6. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at December 31, 2021 and 2020: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Life December 31, 2021 December 31, 2020 Building 30 years $ 4,909,478 $ 372,441 Land Infinite 789,734 50,000 Office furniture, fixtures and equipment 3 - 10 years 493,652 232,472 Warehouse and production equipment 3 - 5 years 65,948 96,415 Demonstration and tradeshow equipment 2 - 5 years 82,337 107,241 Building improvements 2 -1 5 years 911,940 289,865 Rental equipment 1 - 3 years 8,584 71,548 Total cost 7,261,673 1,219,983 Less: accumulated depreciation and amortization ( 420,647 ) ( 553,183 ) Net property, plant and equipment $ 6,841,026 $ 666,800 F- 19 Depreciation and amortization of property, plant and equipment aggregated $ 258,999 and $ 62,048 for the years ended December 31, 2021 and 2020, respectively. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. The Company retired fixed assets during 2021 totaling $ 391,535 all of which were fully depreciated resulting in no gain or loss for the year ended December 31, 2021. NOTE 7. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 2021 and 2020: SCHEDULE OF INTANGIBLE ASSETS December 31, 2021 December 31, 2020 Gross value Accumulated amortization Net carrying value Gross value Accumulated amortization Net carrying value Amortized intangible assets: Licenses (video solutions segment) $ 194,286 $ 65,578 $ 128,708 $ 104,099 $ 52,872 $ 51,227 Patents and trademarks (video solutions segment) 493,945 233,471 260,474 264,490 135,236 129,254 Sponsorship agreement network (ticketing segment) 5,600,000 373,333 5,226,667 — — — SEO content (ticketing segment) 600,000 50,000 550,000 — — — Personal seat licenses (ticketing segment) 201,931 2,244 199,687 — — — 7,090,162 724,626 6,365,536 368,589 188,108 180,481 Indefinite life intangible assets: Goodwill (ticketing and revenue cycle management segments) 9,931,547 — 9,931,547 — — — Trade name (ticketing segment) 600,000 — 600,000 — — — Patents and trademarks pending (video solutions segment) 5,430 — 5,430 212,083 — 212,083 Total $ 17,627,139 $ 724,626 $ 16,902,513 $ 580,672 $ 188,108 $ 392,564 Patents and trademarks pending will be amortized beginning at the time they are issued by the appropriate authorities. If issuance of the final patent or trademark is denied, then the amount deferred will be immediately charged to expense. Amortization expense for the years ended December 31, 2021 and 2020 was $ 563,490 and $ 188,108 , respectively. Estimated amortization for intangible assets with definite lives for the next five years ending December 31 and thereafter is as follows: SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending December 31: 2022 $ 1,391,398 2023 1,329,438 2024 1,328,998 2025 1,241,197 2026 and thereafter 1,074,505 Total $ 6,365,536 NOTE 8. DEBT OBLIGATIONS Debt obligations is comprised of the following: SUMMARY OF SECURED CONVERTIBLE DEBENTURES AND PROCEEDS INVESTMENT AGREEMENT December 31, 2021 December 31, 2020 Economic injury disaster loan (EIDL) $ 150,000 $ 150,000 Payroll protection program loan (PPP) — 10,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 317,212 — Contingent consideration promissory note – Nobility Healthcare Division Acquisition 650,000 — Debt obligations 1,117,212 160,000 Less: current maturities of debt obligations 389,934 11,727 Debt obligations, long-term $ 727,278 $ 148,273 F- 20 Debt obligations mature as follows as of December 31, 2021: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS December 31, 2021 2022 $ 389,934 2023 390,050 2024 196,729 2025 3,412 2026 and thereafter 137,087 Total $ 1,117,212 2020 Small Business Administration Notes . On May 4, 2020, the Company issued a promissory note in connection with the receipt of the PPP Loan of $ 1,417,413 under the SBA’s PPP Program under the CARES Act. The PPP Loan has a two-year term and bears interest at a rate of 1.0 % per annum. Monthly principal and interest payments are deferred for nine months after the date of disbursement and total $ 79,850.57 per month thereafter. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The promissory note contains events of default and other provisions customary for a loan of this type. The PPP provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company intended to use the majority of the PPP Loan amount for qualifying expenses and to apply for forgiveness of the PPP Loan in accordance with the terms of the CARES Act. The Company applied for forgiveness of the PPP Loan and on December 10, 2020 the Company was fully forgiven of its $ 1,417,413 PPP Loan. Additionally, during the year ended December 31, 2021, the Company was fully forgiven of its $ 10,000 EIDL advance received in association with the PPP Loan. Therefore, we recorded a gain on the extinguishment of debt totaling $ 10,000 and $ 1,417,413 in our Consolidated Statements of Operations for the years ended December 31, 2021 and 2020, respectively. On May 12, 2020, the Company received $ 150,000 in loan funding from the SBA under the EIDL program administered by the SBA, which program was expanded pursuant to the recently enacted CARES Act. The EIDL is evidenced by an unsecured promissory note, dated May 8, 2020, in the original principal amount of $ 150,000 with the SBA, the lender. Under the terms of the note issued under the EIDL program, interest accrues on the outstanding principal at the rate of 3.75 % per annum. The term of such note is thirty years, though it may be payable sooner upon an event of default under such note. Monthly principal and interest payments are deferred for twelve months after the date of disbursement and total $ 731.00 per month thereafter. Such note may be prepaid in part or in full, at any time, without penalty. The Company granted the secured party a continuing interest in and to any and all collateral, including but not limited to tangible and intangible personal property. 2020 Secured Convertible Notes . On April 17, 2020, the Company entered into a securities purchase agreement with several accredited investors providing for the issuance of (i) the Company’s 8 % secured convertible notes due April 16, 2021 with a principal face amount of $ 1,666,666 , which convertible notes are, subject to certain conditions, convertible into 1,650,164 shares of the Company’s common stock, at a price per share of $ 1.01 (the “2020 Convertible Notes”), and (ii) five-year warrants to purchase an aggregate of 1,237,624 shares of Common Stock at an exercise price of $ 1.31 , which warrants are immediately exercisable upon issuance and on a cashless basis if the Warrants have not been registered 180 days after the date of issuance. The accredited investors purchased the foregoing securities for an aggregate cash purchase price of $ 1,500,000 . F- 21 Under the purchase agreement, the convertible notes and warrants contain provisions whereby the accredited investors are prohibited from exercising their rights to convert the notes or exercise the warrants if, as a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company . The Company elected to account for the secured convertible notes on the fair value basis. Therefore, the Company determined the fair value of the secured convertible notes and the common stock purchase warrants which yielded estimated fair values of the secured convertible notes including their embedded derivatives and the detachable common stock purchase warrants. The following represents the resulting fair value as determined on April 17, 2020, the date of origination: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVES AND WARRANTS Secured convertible notes $ 778,859 Common stock purchase warrants 721,141 Gross cash proceeds $ 1,500,000 During the year ended December 31, 2020, the holders of the 2020 Convertible Notes exercised their right to convert principal balances aggregating $ 1,665,666 into equity. In addition, on June 12, 2020, the Company exercised its right to prepay in cash the remaining outstanding principal balance aggregating $ 1,000 . There remains no outstanding 2020 Convertible notes as of December 31, 2021 or 2020 as a result of these conversions and prepayments. Under the fair value basis, the Company determines the fair value of the secured convertible notes and adjusts the carrying value of the secured convertible notes at each reporting date with the resulting charge or credit being reflected in the consolidated statement of operations. Following is an analysis of the activity in the secured convertible notes during the years ended December 31, 2021 and 2020: SUMMARY OF FAIR VALUE AND ADJUSTED CARRYING VALUE OF SECURED CONVERTIBLE NOTES Amount Balance at December 31, 2019 $ — Issuance of 2020 convertible notes at fair value 778,859 Principal repaid during the period by issuance of common stock ( 1,665,666 ) Principal repaid during the period by payment of cash ( 1,000 ) Change in fair value of secured convertible note during the period 887,807 Balance at December 31, 2020 $ — Issuance of 2020 convertible notes at fair value — Principal repaid during the period by issuance of common stock — Principal repaid during the period by payment of cash — Change in fair value of secured convertible note during the period — Balance at December 31, 2021 $ — Following is a range of certain estimates and assumptions utilized as of the April 17, 2020 issuance date to determine the fair value of secured convertible notes: SCHEDULE OF CERTAIN ESTIMATES AND ASSUMPTIONS OF FAIR VALUE OF SECURED CONVERTIBLE NOTES April 17, 2020 Assumptions Volatility – range 90 % Risk-free rate 0.36 % Contractual term 1.0 years Stock price $ 0.92 Debt yield 132.2 % Under the fair value basis, legal, accounting, and miscellaneous costs directly related to the issuance of the secured convertible notes are charged to expense as incurred. A total of $ - 0 - and $ 34,906 of such issuance costs were charged to operations during the years ended December 31, 2021 and 2020, respectively. F- 22 2019 Secured Convertible Notes . On August 5, 2019, the Company, entered into a securities purchase agreement with several accredited investors providing for the issuance of (i) the Company’s 8% secured convertible notes due August 4, 2020 with a principal face amount of $ 2,777,777 .78, which convertible notes are, subject to certain conditions, convertible into 1,984,126 shares of the Company’s common stock, at a price per share of $ 1.40 ; (ii) five -year warrants to purchase an aggregate of 571,428 shares of Common Stock at an exercise price of $ 1.8125 , which warrants are immediately exercisable upon issuance and on a cashless basis if the Warrants have not been registered 180 days after the date of issuance; and (iii) the issuance of shares of common stock equal to 5 % of the aggregate purchase price of the convertible notes, with an aggregate value of $ 125,000 (the “Commitment Shares”). The accredited investors purchased the foregoing securities for an aggregate cash purchase price of $ 2,500,000 . Pursuant to the purchase agreement, an aggregate of $ 1,153,320 in principal amount of convertible notes (the “Registered Notes”), the conversion shares underlying the Registered Notes and all of the Commitment Shares were issued to the accredited investors in a registered direct offering pursuant to a prospectus supplement to the Company’s currently effective shelf registration statement on Form S-3. Accordingly, $ 1,153,320 in original principal amount of our convertible notes were issued as Registered Notes pursuant to the shelf registration statement and therefore freely tradable. In a related transaction and in accordance with the purchase agreement, the Company issued to the accredited investors in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, (1) the remaining aggregate of $ 1,624,457.78 in principal amount of convertible notes, (2) the shares of common stock issuable from time to time upon conversion of such convertible notes, and (3) the common shares underlying the common stock purchase warrants. On September 5, 2019, the Company filed a Registration Statement on Form S-1 covering the securities issued in the concurrent private placement including an aggregate of $ 1,624,457.78 in principal amount of previously non-registered convertible notes, the shares of common stock issuable from time to time upon conversion of such non-registered convertible notes and the common stock underlying the common stock purchase warrants. Such Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission on September 12, 2019. In connection with the purchase agreement, the Company and its subsidiary entered into a security agreement, dated as of August 5, 2019, with the investors, pursuant to which the Company and its subsidiary granted a security interest in, among other items, the Company and its subsidiary’s accounts, chattel paper, documents, equipment, general intangibles, instruments and inventory, and all proceeds, as set forth in the security agreement. In addition, pursuant to an intellectual property security agreement, dated as of August 5, 2019, the Company granted a continuing security interest in all of the Company’s right, title and interest in, to and under certain of the Company’s trademarks, copyrights and patents. In addition, the Company’s subsidiary jointly and severally agreed to guarantee and act as surety for the Company’s obligation to repay the convertible notes pursuant to a subsidiary guarantee. Under the purchase agreement, the convertible notes and warrants contain provisions whereby the accredited investors are prohibited from exercising their rights to convert the notes or exercise the warrants if, as a result of such conversion or exercise, such holder, together with its affiliates, would own more than 4.99% of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, the investors may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The Company elected to account for the secured convertible notes on the fair value basis. Therefore, the Company determined the fair value of the (1) secured convertible notes, (2) the Commitment Shares and (3) the common stock purchase warrants which yielded estimated fair values of the secured convertible notes including their embedded derivatives, the Commitment Shares and the detachable common stock purchase warrants. The following represents the resulting fair value as determined on August 5, 2019, the date of origination: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVES AND WARRANTS Secured convertible notes $ 1,845,512 Common stock issued as Commitment Shares 118,749 Common stock purchase warrants 535,739 Gross cash proceeds $ 2,500,000 Under the fair value basis, the Company determines the fair value of the secured convertible notes and adjusts the carrying value of the secured convertible notes at each reporting date with the resulting charge or credit being reflected in the consolidated statement of operations. Following is an analysis of the activity in the secured convertible notes during the years ended December 31, 2021 and 2020: SUMMARY OF FAIR VALUE AND ADJUSTED CARRYING VALUE OF SECURED CONVERTIBLE NOTES Amount Balance at December 31, 2019 $ 1,593,809 Principal repaid during the period by issuance of common stock ( 1,259,074 Principal repaid during the period by payment of cash ( 747,180 ) Change in fair value of secured convertible note during the period 412,445 Balance at December 31, 2020 $ — Principal repaid during the period by issuance of common stock — Principal repaid during the period by payment of cash — Change in fair value of secured convertible note during the period — Balance at December 31, 2021 $ — F- 23 2018 Proceeds Investment Agreement . On July 31, 2018, the Company entered into a Proceeds Investment Agreement (the “PIA Agreement”) with Brickell Key Investments LP (“BKI”), pursuant to which BKI funded an aggregate of $ 500,000 (the “First Tranche”) to be used (i) to fund the Company’s litigation proceedings relating to the infringement of certain patent assets listed in the PIA Agreement and (ii) to repay the Company’s existing debt obligations and for certain working capital purposes set forth in the PIA Agreement. Pursuant to the PIA Agreement, BKI was granted an option to provide the Company with an additional $ 9.5 million, at BKI’s sole discretion (the “Second Tranche”). On August 21, 2018, BKI exercised its option on the Second Tranche for $ 9.5 million which completed the $ 10 million funding. Pursuant to the PIA Agreement and in consideration for the $ 10 million in funding, the Company agreed to assign to BKI (i) 100% of all gross, pre-tax monetary recoveries paid by any defendant(s) to the Company or its affiliates agreed to in a settlement or awarded in judgment in connection with the patent assets, plus any interest paid in connection therewith by such defendant(s) (the “Patent Assets Proceeds”), up to the minimum return (as defined in the Agreement) and (ii) if BKI has not received its minimum return by the earlier of a liquidity event (as defined in the Agreement) and July 31, 2020, then the Company agreed to assign to BKI 100% of the Patent Asset Proceeds until BKI has received an amount equal to the minimum return on $ 4.0 million. Pursuant to the PIA Agreement, the Company granted BKI (i) a senior security interest in the Patent Assets, the claims (as defined in the Agreement) and the Patent Assets Proceeds until such time as the minimum return is paid, in which case, the security interest on the patent assets, the claims and the Patent Assets Proceeds will be released, and (ii) a senior security interest in all other assets of the Company until such time as the minimum return is paid on $ 4.0 million, in which case, the security interest on such other assets will be released. The security interest is enforceable by BKI if the Company is in default under the PIA Agreement which would occur if (i) the Company fails, after five (5) days’ written notice, to pay any due amount payable to BKI under the PIA Agreement, (ii) the Company fails to comply with any provision of the PIA Agreement or any other agreement or document contemplated under the PIA Agreement, (iii) the Company becomes insolvent or insolvency proceedings are commenced (and not subsequently discharged) with respect to the Company, (iv) the Company’s creditors commence actions against the Company (which are not subsequently discharged) that affect material assets of the Company, (v) the Company, without BKI’s consent, incurs indebtedness other than immaterial ordinary course indebtedness up to $500,000, (vi) the Company fails, within five (5) business days following the closing of the second tranche, to fully satisfy its obligations to certain holders of the Company’s senior secured convertible promissory notes listed in the PIA Agreement and fails to obtain unconditional releases from such holders as to the Company’s obligations to such holders and the security interests in the Company held by such holders or (vii) there is an uncured non-compliance of the Company’s obligations or misrepresentations by the Company under the PIA Agreement. Under the PIA Agreement, the Company issued BKI a warrant to purchase up to 465,712 shares of the Company’s common stock, par value $ 0.001 per share (the “PIA Warrant”), at an exercise price of $ 2.60 per share provided that the holder of the PIA Warrant will be prohibited from exercising the PIA Warrant if, as a result of such exercise, such holder, together with its affiliates, would own more than 4.99 % of the total number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise. However, such holder may increase or decrease such percentage to any other percentage not in excess of 9.99 % , provided that any increase in such percentage shall not be effective until 61 days after such notice to the Company. The PIA Warrant is exercisable for five years from the date of issuance and is exercisable on a cashless exercise basis if there is no effective registration statement. No contractual registration rights were given. F- 24 The Company elected to account for the PIA on the fair value basis. Therefore, the Company determined the fair value of the PIA and PIA Warrants which yielded estimated fair values of the PIA including their embedded derivatives and the detachable PIA Warrants as follows: SCHEDULE OF FAIR VALUE OF EMBEDDED DERIVATIVES AND WARRANTS Proceeds investment agreement $ 9,067,513 Common stock purchase warrants 932,487 Gross cash proceeds $ 10,000,000 The Company utilized a probability weighted present value of expected patent asset proceeds for the litigation involving both Axon and WatchGuard (see Note 12 – Commitments and Contingencies) which involved estimates of the amount and timing of the expected patent asset proceeds from the alleged patent infringement. The fair value of the PIA is updated for actual and estimated activity affecting the probability weighted present value of expected patent asset proceeds at each reporting date with the change charged/credited to operations. Following is a range of certain estimates and assumptions utilized as of December 31, 2019 to probability weighted present value of expected patent asset proceeds for the litigation involving both Axon and WatchGuard: SCHEDULE OF CERTAIN ESTIMATES AND ASSUMPTIONS OF FAIR VALUE OF SECURED CONVERTIBLE NOTES December 31, 2019 Discount rate 3.0 % - 16.6 % Expected term to patent asset proceeds payment 0.58 years - 4 years Probability of success 5.9 % - 38.5 % Estimated minimum return payable to BKI $ 21 million Negotiation discount 43.3 % During 2019, the Company settled its patent infringement litigation with WatchGuard whereby it received a lump-sum payment of $ 6.0 million as further described in Note 12. In accordance with the terms of the PIA, the Company remitted the $ 6.0 as a principal payment toward its minimum return payment obligations under the PIA. The Company recorded the receipt of the $ 6,000,000 settlement as Patent litigation settlement income in the accompanying consolidated statement of operations. On July 20, 2020, the Company and BKI executed a Termination Agreement and Mutual Release (the “Termination Agreement”). Under the terms of the Termination Agreement the parties agreed to terminate the PIA and to release each other from any further liability under the PIA obligation. Under the terms of the Termination Agreement, upon payment of $ 1,250,000 by the Company to BKI both parties agreed to terminate the PIA and to release each other from any further liability thereunder. Such $ 1,250,000 payment was made on July 22, 2020. In addition to the $ 1,250,000 payment, the Company further agreed to pay BKI the following: (a) a contingent payment in the amount of $ 2,750,000 following the closing of an asset purchase, membership interest purchase, or similar transaction between the Company and a specified third-party (the “Purchase Transaction”) and (b) any and all future proceeds received from Watchguard and its successors and assigns by the Company for WatchGuard’s use of U.S. Patent Nos. 8,781,292 and 9,253,452. For clarity, the Company and BKI further agreed that the payment of the contingent payment would only be due and payable upon the closing of the specified Purchase Transaction and the relevant contingent payment portion of the Termination Agreement, and any obligations stemming therefrom, would automatically terminate if the specified Purchase Transaction is abandoned prior to its closing, including its failure to close within three years from the date of the Termination Agreement. The parties abandoned the Purchase Transaction during the year ended December 31, 2020 and therefore, the contingent payment obligation automatically terminated as the specified Purchase Transaction was abandoned prior to its closing. Furthermore, the Company does not anticipate any future recoveries from Watchguard and its successors and assigns relative to WatchGuard’s use of U.S. Patent Nos. 8,781,292 and 9,253,452. As a result, the PIA obligation was extinguished upon the payment of the $ 1,250,000 required under the Termination Agreement. F- 25 The following represents activity in the PIA during the years ended December 31, 2021 and 2020: SUMMARY OF FAIR VALUE AND ADJUSTED CARRYING VALUE OF SECURED CONVERTIBLE NOTES Beginning balance as of January 1, 2020 $ 6,500,000 Repayment of obligation ( 1,250,000 ) Change in the fair value during the period ( 5,250,000 ) Ending balance as of December 31, 2020 $ - Beginning Balance as of January 1, 2021 $ - Repayment of obligation - Change in fair value during the period - Ending balance as of December 31, 2021 $ - Unsecured Promissory Note Payable . On December 23, 2019, the Company, borrowed $ 300,000 under an unsecured note payable to a private, third-party lender. The promissory note bears interest at the rate of 8 % per annum with principal and accrued interest payable on or before its maturity date of March 31, 2020 . The Company granted the lender warrants exercisable to purchase a total of 107,000 shares of its common stock at an exercise price of $ 1.40 per share until December 23, 2024. When determining the fair value of these warrants, the assumptions utilized in the Black-Scholes model include the expected volatility of stock price of 86% , discount rate of 1.75 % , and expected dividends of 0% . The Company allocated $ 71,869 of the proceeds of the promissory note to additional paid-in-capital, which represented the grant date relative fair value of the warrants issued to the lender. The discount will be amortized to interest expense ratably over the term of the promissory note which approximates the effective interest method. The amortization of discount resulted in $- 0 - and $ 66,061 of the discount amortized to interest expense during the years ended December 31, 2021 and 2020, respectively. On January 17, 2020, the Company borrowed $ 100,000 under an unsecured note payable to a private, third-party lender. The promissory note bore interest at the rate of 8 % per annum with principal and accrued interest payable on or before its maturity date of April 17, 2020 . The Company granted the lender warrants exercisable to purchase a total of 35,750 shares of its common stock at an exercise price of $ 1.40 per share until January 17, 2025. When determining the fair value of these warrants, the assumptions utilized in the Black-Scholes model include the expected volatility of stock price of 86% , discount rate of 2% , and expected dividends of 0% . The Company allocated $ 20,806 of the proceeds of the promissory note to additional paid-in-capital, which represented the grant date relative fair value of the warrants issued to the lender. The note was repaid in full on March 12, 2020 and the discount was amortized to interest expense through the date of payment. The amortization of discount resulted in $ 20,806 of the discount amortized to interest expense during the year ended December 31, 2020. Unsecured Promissory Notes Payable – Related party During February and April 2020, the Company borrowed a total of $ 319,000 from the Company’s Chairman, CEO & President under an unsecured promissory note bearing interest at 6 % through its May 28, 2020 maturity date. The proceeds from the note were used for general corporate purposes. The principal balance and related accrued interest were paid in full during the year ended December 31, 2020. Total interest accrued and paid on this note was $ 5,236 in 2020. F- 26 Contingent Consideration Promissory Notes On June 30, 2021, Nobility Healthcare, a subsidiary of the Company, issued a contingent consideration promissory note (the “June Contingent Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “June Seller”) of $ 350,000 . The Contingent Note has a three -year term and bears interest at a rate of 3.00 % per annum. Quarterly principal and interest payments are deferred for six months and is due in equal quarterly installments on the seventh business day of each quarter. The principal amount of the June Contingent Note is subject to an earn-out adjustment, being the difference between the $ 975,000 (the “June Projected Revenue”) and the cash basis revenue (the “June Measurement Period Revenue”) collected by the June Seller in its normal course of business from the clients existing on June 30, 2021, during the period from October 1, 2021 through September 30, 2022 (the “June Measurement Period”) measured on a quarterly basis and annualized as of the relevant period. If the June Measurement Period Revenue is less than the June Projected Revenue, such amount will be subtracted from the principal balance of this June Contingent Note on a dollar-for-dollar basis. If the June Measurement Period Revenue is more than the June Projected Revenue, such amount will be added to the principal balance of this June Contingent Note on a dollar-for-dollar basis. In no event will the principal balance of this June Contingent Note become a negative number. The maximum downward earn-out adjustment to the principal balance will be to zero. There are no limits to the increases to the principal balance of the June Contingent Note as a result of the earn-out adjustments. The June Contingent Note is considered to be additional purchase price; therefore, the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition with subsequent changes in fair value recorded as a gain or loss in the Consolidated Statements of Operations. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 350,000 at the acquisition date. Management’s estimate of the fair value of this June Contingent Note at December 31, 2021 to be $ 317,212 representing a reduction in its estimated fair value of $ 32,788 . The Company recorded a gain of $ 32,788 in the Consolidated Statements of Operations for the year ended December 31, 2021. On August 31, 2021, Nobility Healthcare, issued another contingent consideration promissory note (the “August Contingent Payment Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “August Sellers”) of $ 650,000 . The August Contingent Payment Note has a three -year term and bears interest at a rate of 3.00 % per annum. Quarterly principal and interest payments are deferred for six months and is due in equal quarterly installments on the seventh business day of each quarter. The principal amount of the August Contingent Payment Note is subject to an earn-out adjustment, being the difference between the $ 3,000,000 (the “August Projected Revenue”) and the cash basis revenue (the “August Measurement Period Revenue”) collected by the August Sellers in its normal course of business from the clients existing on September 1, 2021, during the period from December 1, 2021 through November 30, 2022 (the “August Measurement Period”) measured on a quarterly basis and annualized as of the relevant period. If the August Measurement Period Revenue is less than the August Projected Revenue, such amount will be subtracted from the principal balance of this August Contingent Payment Note on a dollar-for-dollar basis. If the August Measurement Period Revenue is more than the August Projected Revenue, such amount will be added to the principal balance of this August Contingent Payment Note on a dollar-for-dollar basis. In no event will the principal balance of this August Contingent Payment Note become a negative number. The maximum downward earn-out adjustment to the principal balance will be to zero. There are no limits to the increases to the principal balance of the August Contingent Payment Note as a result of the earn-out adjustments. The August Contingent Payment Note is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 650,000 at the acquisition date. Management will continue to estimate the fair value of this August Contingent Payment Note at each reporting date with the change, if any recorded as a gain or loss in the statement of operations during the relevant period. Management determined that there was no change in estimated fair value relative to this contingent consideration promissory note for the year ended December 31, 2021. Contingent consideration earn-out Agreement – TicketSmarter Acquisition On September 1, 2021, TicketSmarter, Inc., a subsidiary of the Company, issued a contingent consideration earn-out agreement (the “TicketSmarter Earn-Out”) in connection with the Stock Purchase Agreement between TicketSmarter, Inc., Goody Tickets, LLC and TicketSmarter, LLC (“TicketSmarter”) of up to $ 4,244,400 with a fair value at acquisition of $ 3,700,000 . The TicketSmarter Earn-Out shall be payable with ninety percent ( 90 %) readily available funds and ten percent ( 10 %) in stock consideration. The principal amount of the TicketSmarter Earn-Out is subject to an earn-out adjustment, being the difference between the $ 2,896,829 (the “Projected EBITDA”) and the actual EBITDA (the “Measurement Period EBITDA”) generated by TicketSmarter in its normal course of business, during the period from September 1, 2021 through December 31, 2021 (the “Measurement Period”). If the Measurement Period EBITDA is less than seventy percent ( 70 %) of the Projected EBITDA, there will be zero contingent payment. If the Measurement Period EBITDA is between seventy percent ( 70 %) and one hundred percent ( 100 %) of the Projected EBITDA, then a fractional amount of the contingent payment will be paid out. If the Measurement Period EBITDA is more than the Projected EBITDA, the full principal balance of this TicketSmarter Earn-Out will be paid out. In no event will the principal balance of this TicketSmarter Earn-Out become a negative number. The maximum downward earn-out adjustment to the earn-out balance will be to reduce the balance to zero. F- 27 The contingent consideration earn-out is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration earn-out at its estimated fair value of $ 3,700,000 at the acquisition date. Management determined that the actual Measurement Period EBITDA generated by TicketSmarter was less than 70% of the Projected EBITDA threshold. Therefore, no TicketSmarter Earn-Out payments amounts were due under the agreement. Therefore, the fair value of the contingent consideration earn-out agreement was reduced to zero, and the resulting gain of $ 3,700,000 was reported in our Consolidated Statements of Operations for the year ended December 31, 2021. NOTE 9. FAIR VALUE MEASUREMENT In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures (“ASC 820”), the Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets or liabilities, such as a business. ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value) The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 14,846,932 $ 14,846,932 Contingent consideration promissory notes and contingent consideration earn-out agreement — — 967,212 967,212 $ — $ — $ 15,814,144 $ 15,814,144 December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ — $ — Contingent consideration promissory notes and contingent consideration earn-out agreement — — — — $ — $ — $ — $ — F- 28 The following table represents the change in Level 3 tier value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Contingent Consideration Promissory Notes and Earn-Out Agreement Warrant Derivative Liabilities Balance, December 31, 2020 $ — $ — Issuance of detachable warrants in the January 14, 2021 Offering — 21,922,158 Issuance of detachable warrants in the February 1, 2021 Offering — 27,476,352 Issuance of detachable pre-funded warrants in the January 14, 2021 Offering — 378,615 Issuance of detachable pre-funded warrants in the February 1, 2021 Offering — 1,438,934 Transition of derivative warrant liability to equity on pre-funded warrants — — Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition 350,000 — Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition 650,000 — Issuance of contingent consideration earn-out agreement – Ticketing Segment Acquisition 3,700,000 — Change in fair value of contingent consideration promissory note - Revenue Cycle Management Acquisition ( 32,788 ) — Change in fair value of contingent consideration earn-out agreement –Ticketing Segment Acquisition ( 3,700,000 ) — Change in fair value of warrant derivative liabilities due to modification — 295,780 Change in fair value of warrant derivative liabilities — ( 36,664,908 ) Balance, December 31, 2021 $ 967,212 $ 14,846,932 The following table represents the change in other Level 3 tier value measurements: 2019 2020 Secured Secured Proceeds Convertible Convertible Investment Notes Notes Agreement Total Balance, December 31, 2019 $ 1,593,809 $ — $ 6,500,000 $ 8,093,809 Issuance of secured convertible debt — 778,859 — 778,859 Conversion of secured convertible debentures ( 1,259,074 ) ( 1,665,666 ) — ( 2,924,740 ) Repayment of proceeds investment agreement — — ( 1,250,000 ) ( 1,250,000 ) Repayment of secured convertible notes ( 747,180 ) ( 1,000 ) — ( 748,180 ) Change in fair value of secured convertible debentures and proceeds investment agreement 412,445 887,807 ( 5,250,000 ) ( 3,949,748 ) Balance, December 31, 2020 $ — $ — $ — $ — Balance, December 31, 2021 $ — $ — $ — $ — NOTE 10. ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2021 and 2020: SCHEDULE OF ACCRUED EXPENSES December 31, 2021 December 31, 2020 Accrued warranty expense $ 13,742 $ 31,845 Accrued litigation costs 250,000 250,000 Accrued sales commissions 30,213 38,294 Accrued payroll and related fringes 453,858 199,850 Accrued sales returns and allowances 45,298 26,069 Accrued taxes 180,486 53,627 Other 202,401 196,409 Total accrued expenses $ 1,175,998 $ 796,094 F- 29 Accrued warranty expense was comprised of the following for the years ended December 31, 2021 and 2020: SCHEDULE OF ACCRUED WARRANTY EXPENSE 2021 2020 Beginning balance $ 31,845 $ 17,838 Provision for warranty expense 92,202 123,474 Charges applied to warranty reserve ( 110,305 ) ( 109,468 ) Ending balance $ 13,742 $ 31,845 NOTE 11. INCOME TAXES The components of income tax provision (benefit) for the years ended December 31, 2021, and 2020 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) 2021 2020 Current taxes: Federal $ — $ — State — — Total current taxes — — Deferred tax provision (benefit) — — Income tax provision (benefit) $ — $ — A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2021, and 2020 to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT 2021 2020 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 5.1 % 5.1 % Stock based compensation ( 0.9 )% ( 1.9 )% Change in valuation reserve on deferred tax assets ( 26.7 )% ( 32.6 )% Forgiveness of Payroll Protection Plan loan — % 11.3 % Other, net ( 0.3 )% ( 2.9 )% Income tax (provision) benefit — % — % Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2021 and 2020 are as follows: SCHEDULE OF SIGNIFICANT COMPONENTS OF COMPANY'S DEFERRED TAX ASSETS (LIABILITIES) 2021 2020 Deferred tax assets: Stock-based compensation $ 705,000 $ 765,000 Start-up costs 115,000 115,000 Inventory reserves 875,000 510,000 Uniform capitalization of inventory costs 85,000 85,000 Allowance for doubtful accounts receivable 30,000 35,000 Property, plant and equipment depreciation 285,000 255,000 Deferred revenue 1,135,000 915,000 Accrued litigation reserve 65,000 65,000 Accrued expenses 35,000 55,000 Net operating loss carryforward 21,240,000 19,855,000 Research and development tax credit carryforward 1,795,000 1,795,000 State jobs credit carryforward 230,000 230,000 Charitable contributions carryforward 100,000 60,000 Total deferred tax assets 26,695,000 24,740,000 Valuation reserve ( 16,980,000 ) ( 24,595,000 ) Total deferred tax assets 9,715,000 145,000 Deferred tax liabilities: Warrant derivative liabilities ( 9,495,000 ) — Intangible assets ( 75,000 ) — Domestic international sales company ( 145,000 ) ( 145,000 ) Total deferred tax liabilities ( 9,715,000 ) ( 145,000 ) Net deferred tax assets (liability) $ — $ — F- 30 The valuation allowance on deferred tax assets totaled $ 16,980,000 and $ 24,595,000 as of December 31, 2021, and 2020, respectively. The Company records the benefit it will derive in future accounting periods from tax losses and credits and deductible temporary differences as “deferred tax assets.” In accordance with ASC 740, “Income Taxes,” the Company records a valuation allowance to reduce the carrying value of our deferred tax assets if, based on all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company generated income in 2021 but incurred operating losses 2021 and it continues to be in a three-year cumulative loss position at December 31, 2021 and 2020. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to decrease our valuation allowance by $ 7,615,000 but continue to fully reserve its deferred tax assets at December 31, 2021. The Company expects to continue to maintain a full valuation allowance until it determines that it can sustain a level of profitability that demonstrates its ability to realize these assets. To the extent the Company determines that the realization of some or all of these benefits is more likely than not based upon expected future taxable income, a portion or all of the valuation allowance will be reversed. Such a reversal would be recorded as an income tax benefit and, for some portion related to deductions for stock option exercises, an increase in shareholders’ equity. As of December 31, 2021, the Company had available approximately $ 81,385,000 of Federal net operating loss carry-forwards available to offset future taxable income generated. Such tax net operating loss carry-forwards expire between 2026 and 2042, with $31,956,673 of the tax net operating loss carry-forwards have an indefinite life since the enactment of the Tax Cuts and Jobs Act of 2017. In addition, the Company had research and development tax credit carry-forwards totaling $ 1,795,000 available as of December 31, 2021, which expire between 2023 and 2038 . The Internal Revenue Code contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Current estimates prepared by the Company indicate that due to ownership changes which have occurred, approximately $ 765,000 of its net operating loss and $ 175,000 of its research and development tax credit carry-forwards are currently subject to an annual limitation of approximately $ 1,151,000 and may be further limited by additional ownership changes which may occur in the future. As stated above, the net operating loss and research and development credit carry-forwards expire between 2023 and 2038 , allowing the Company to potentially utilize all of the limited net operating loss carry-forwards during the carry-forward period. As discussed in Note 1, “Summary of Significant Accounting Policies,” tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. Management has identified no tax positions taken that would meet or exceed these thresholds and therefore there are no gross interest, penalties and unrecognized tax expense/benefits that are not expected to ultimately result in payment or receipt of cash in the consolidated financial statements. The effective tax rate for the years ended December 31, 2021, and 2020 varied from the expected statutory rate due to the Company continuing to provide a 100 % valuation allowance on net deferred tax assets. The Company determined that it was appropriate to continue the full valuation allowance on net deferred tax assets as of December 31, 2021, primarily because of the current year operating losses. The Company’s federal and state income tax returns are closed for examination purposes by relevant statute and by examination for 2017 and all prior tax years. F- 31 NOTE 12. OPERATING LEASE On May 13, 2020, the Company entered into an operating lease for new warehouse and office space which will served as its office, assembly and warehouse location. The original lease agreement was amended on August 28, 2020 to correct the footage under lease and monthly payment amounts resulting from such correction. The lease terms, as amended include no base rent for the first nine months and monthly payments ranging from $ 12,398 to $ 14,741 thereafter, with a termination date of December 2026 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to its new location. The Company took possession of the leased facilities on June 15, 2020. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2021 was sixty months . The Company’s previous office and warehouse space lease expired in April 2020 and the Company paid holdover rent for the time period until it moved to and commenced occupying the new space on June 15, 2020. The Company entered into an operating lease with a third party in October 2019 for copiers used for office and warehouse purposes. The terms of the lease include 48 monthly payments of $ 1,598 with a maturity date of October 2023 . The Company has the option to Purchase the equipment at maturity for its estimated fair market value at that point in time. The remaining lease term for the Company’s copier operating lease as of December 31, 2021 was 22 months. On June 30, 2021, the Company completed the acquisition of a private medical billing company, through its revenue cycle management segment. Upon completion of this acquisition, the Company became responsible for the operating lease for the Seller’s office space. The lease terms include monthly payments ranging from $ 2,648 to $ 2,774 thereafter, with a termination date of July 2024 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to this location. The Company took possession of the leased facilities on June 30, 2021. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2021 was 31 months. On August 31, 2021, the Company completed the acquisition of a private medical billing company, through its revenue cycle management segment. Upon completion of this acquisition, the Company became responsible for the operating lease for the Seller’s office space. The lease terms include monthly payments ranging from $ 11,579 to $ 11,811 thereafter, with a termination date of March 2023 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to this location. The Company took possession of the leased facilities on September 1, 2021. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2021 was 15 months. On September 1, 2021, the Company completed the acquisition of Goody Tickets, LLC and TicketSmarter, LLC (“TicketSmarter Acquisition”), through its ticketing segment. Upon completion of this acquisition, the Company became responsible for the operating lease for TicketSmarter Inc.’s office space. The lease terms include monthly payments ranging from $ 7,211 to $ 7,364 thereafter, with a termination date of December 2022 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to this location. The Company took possession of the leased facilities on September 1, 2021. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2021 was 12 months. Lease expense related to the office space and copier operating leases were recorded on a straight-line basis over their respective lease terms. Total lease expense under the five operating leases was approximately $ 266,294 and $ 349,079 , for the years ended December 31, 2021 and 2020, respectively. The weighted-average remaining lease term related to the Company’s lease liabilities as of December 31, 2021 and 2020 was 3.8 years and 5.8 years, respectively. The discount rate implicit within the Company’s operating leases was not generally determinable and therefore the Company determined the discount rate based on its incremental borrowing rate on the information available at commencement date. As of commencement date, the operating lease liabilities reflect a weighted average discount rate of 8 %. The following sets forth the operating lease right of use assets and liabilities as of December 31, 2021: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 993,384 Liabilities: Operating lease obligations-current portion $ 373,371 Operating lease obligations-less current portion 688,207 Total operating lease obligations $ 1,061,578 The components of lease expense were as follows for the year ended December 31, 2021: SCHEDULE OF COMPONENTS OF LEASE EXPENSES Selling, general and administrative expenses $ 266,294 F- 32 Following are the minimum lease payments for each year and in total. SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2022 $ 445,635 2023 252,518 2024 191,059 2025 173,333 Thereafter 175,113 Total undiscounted minimum future lease payments 1,237,658 Imputed interest ( 176,080 ) Total operating lease liability $ 1,061,578 NOTE 13. COMMITMENTS AND CONTINGENCIES COVID-19 pandemic The COVID-19 pandemic represents a fluid situation that presents a wide range of potential impacts of varying durations for different global geographies, including locations where we have offices, employees, customers, vendors and other suppliers and business partners. Like most US-based businesses, the COVID-19 pandemic and efforts to mitigate the same began to have impacts on our business in March 2020. Since that time, the COVID-19 pandemic has dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, labor shortages, supply chain challenges, changes in government spending and requirements, regulatory challenges, inflationary pressures and market volatility. We operate within the complex integrated global supply chain for both vendors and customers. As the COVID-19 pandemic dissipates at varying times and rates in different regions around the world, there could be a prolonged negative impact on these global supply chains. Our ability to continue operations at specific facilities will be impacted by the interdependencies of the various participants of these global supply chains, which are largely beyond our direct control. A prolonged shut down of these global supply chains could have a material adverse effect on our business, results of operations, cash flows and financial condition. If our suppliers have increased challenges with their workforce (including as a result of illness, absenteeism, reactions to health and safety or government requirements), facility closures, timely access to necessary components, materials and other supplies at reasonable prices, access to capital, and access to fundamental support services (such as shipping and transportation), they may be unable to provide the agreed-upon goods and services in a timely, compliant and cost-effective manner. We have incurred and may in the future incur additional costs and delays in our business resulting from the COVID-19 pandemic, including as a result of higher prices, schedule delays or the need to identify and develop alternative suppliers. In some instances, we may be unable to identify and develop alternative suppliers, incurring additional liabilities under our current contracts and hampering new ones. Our customers have experienced, and may continue to experience, disruptions in their operations and supply chains as a result of the COVID-19 pandemic, which can result in delayed, reduced, or canceled orders, or collection risks, and which may adversely affect our results of operations. Similarly, current, and future restrictions or disruptions of transportation, such as reduced availability of air transport, port closures or delays, and increased border controls, delays or closures, can also impact our ability to meet demand and could materially adversely affect us. The spread of COVID-19 caused us to modify our business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and conferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners, vendors, and suppliers. Although we managed to continue most of our operations, the future course of the COVID-19 pandemic is uncertain and we cannot assure that this global pandemic, including its economic impact, will not have a material adverse impact on our business, financial position, results of operations and/or cash flows. Litigation. From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time. While the ultimate resolution is unknown, based on the information currently available, we do not expect that these lawsuits will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. F- 33 Axon The Company owns U.S. Patent No. 9,253,452 (the “ ‘452 Patent’ “), which generally covers the automatic activation and coordination of multiple recording devices in response to a triggering event, such as a law enforcement officer activating the light bar on the vehicle. The Company filed suit on January 15, 2016 in the U.S. District Court for the District of Kansas (Case No: 2:16-cv-02032) against Axon, alleging willful patent infringement against Axon’s body camera product line and Signal auto-activation product. The Company is seeking both monetary damages and a permanent injunction against Axon for infringement of the ‘452 Patent. In December 2016 and January 2017, Axon filed two petitions for Inter Partes Review (“IPR”) against the ‘452 Patent. The United States Patent and Trademark Office (“USPTO”) rejected both of Axon’s petitions. Axon is now statutorily precluded from filing any more IPR petitions against the ‘452 Patent. The District Court litigation in Kansas was temporarily stayed following the filing of the petitions for IPR. However, on November 17, 2017, the Federal District Court of Kansas rejected Axon’s request to maintain the stay. With this significant ruling, the parties will now proceed towards trial. Since litigation has resumed, the Court has issued a claim construction order (also called a Markman Order) where it sided with the Company on all disputes and denied Axon’s attempts to limit the scope of the claims. Following the Markman Order, the Court set all remaining deadlines in the case. Fact discovery closed on October 8, 2018, and a Final Pretrial Conference took place on January 16, 2019. The parties filed motions for summary judgment on January 31, 2019. On June 17, 2019, the Court granted Axon’s motion for summary judgment that Axon did not infringe on the Company’s patent and dismissed the case. Importantly, the Court’s ruling did not find that Digital’s ‘452 Patent was invalid. It also did not address any other issue, such as whether Digital’s requested damages were appropriate, and it did not impact the Company’s ability to file additional lawsuits to hold other competitors accountable for patent infringement. This ruling solely related to an interpretation of the claims as they relate to Axon and was unrelated to the supplemental briefing Digital recently filed on its damages claim and the WatchGuard settlement. Those issues are separate and the judge’s ruling on summary judgment had nothing to do with Digital’s damages request. The Company has filed an appeal to this ruling and has asked the appellate court to reverse this decision. The Company filed an opening appeal brief on August 26, 2019 with the U.S. Court of Appeals for the Tenth Circuit (the “Court of Appeals”), appealing the U.S. District Court’s granting of Axon’s motion for summary judgment. Axon responded by filing a responsive brief on November 6, 2019 and we then filed a reply brief responding to Axon on November 27, 2019. The Court of Appeals scheduled oral arguments on our appeal of the U.S. District Court’s summary judgment ruling on April 6, 2020. This appeal was intended to address the Company’s position that the U.S. District Court incorrectly dismissed our claims against Axon. If the Court of Appeals overturns the ruling of the U.S. District Court, the case will be remanded to the U.S District Court before a new judge. On March 12, 2020, the panel of judges for the Court of Appeals issued an order cancelling the oral arguments previously set for April 6, 2020, having determined that the appeal will be decided solely based on the parties’ briefs. On April 22, 2020, a three-judge panel of the United States Court of Appeals denied our appeal and affirmed the District Court’s previous decision to grant Axon summary judgment. On May 22, 2020, we filed a petition for panel rehearing requesting that we be granted a rehearing of our appeal of the U.S. District Court’s summary judgment ruling. Furthermore, we requested that we be given an opportunity to make our case through oral argument in front of the three-judge panel of the Court of Appeals, which was also denied. The Company has abandoned its right to any further appeals. General 401 (k) Plan. The Company sponsors a 401(k) retirement savings plan for the benefit of its employees. The plan, as amended, requires it to provide 100 % matching contributions for employees, who elect to contribute up to 3% of their compensation to the plan and 50 % matching contributions for employee’s elective deferrals on the next 2% of their contributions . The Company made matching contributions totaling $ 127,293 and $ 110,491 for the years ended December 31, 2021 and 2020, respectively. Each participant is 100 % vested at all times in employee and employer matching contributions. F- 34 Consulting and Distributor Agreements. The Company entered into an agreement that required it to make monthly payments that will be applied to future commissions and/or consulting fees to be earned by the provider. The agreement is with a limited liability company (“LLC”) that is minority owned by a relative of the Company’s chief financial officer. Under the agreement, dated January 15, 2016, and as amended on February 13, 2017, the LLC provides consulting services for developing a new distribution channel outside of law enforcement for its body-worn camera and related cloud storage products to customers in the United States. The Company advanced amounts to the LLC against commissions ranging from $ 5,000 to $ 6,000 per month plus necessary and reasonable expenses for the period through June 30, 2017, which can be automatically extended based on the LLC achieving minimum sales quotas. The agreement was renewed in January 2017 for a period of three years, subject to yearly minimum sales thresholds that would allow the Company to terminate the contract if such minimums are not met. As of December 31, 2021, the Company had advanced a total of $ 274,731 pursuant to this agreement which has been fully reserved for a net advance of $- 0 -. The minimum sales threshold was not met, and the Company discontinued all advances, although the contract has not been formally terminated. However, the exclusivity provisions of the agreement have been terminated. On June 1, 2018, the Company entered into an agreement with an individual that required it to make monthly payments that will be applied to future commissions and/or consulting fees to be earned by the provider. Under the agreement, the individual provides consulting services for developing new distribution channels both inside and outside of law enforcement for its in-car and body-worn camera systems and related cloud storage products to customers within and outside the United States. The Company was required to advance amounts to the individual as an advance against commissions of $ 7,000 per month plus necessary and reasonable expenses for the period through August 31, 2018, which was extended to December 31, 2018, by mutual agreement of the parties at $ 6,000 per month. The parties have mutually agreed to further extend the arrangement on a monthly basis at $5,000 per month . The Company had advanced a total of $ 53,332 pursuant to this agreement, until September 2020 when the agreement was mutually terminated, thus as of December 31, 2021, the Company had advanced $- 0 - pursuant to this agreement. NOTE 14. STOCK-BASED COMPENSATION The Company recorded pre-tax compensation expense related to the grant of stock options and restricted stock issued of $ 1,605,949 and $ 1,462,270 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had adopted nine separate stock option and restricted stock plans: (i) the 2005 Stock Option and Restricted Stock Plan (the “2005 Plan”), (ii) the 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”), (iii) the 2007 Stock Option and Restricted Stock Plan (the “2007 Plan”), (iv) the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), (v) the 2011 Stock Option and Restricted Stock Plan (the “2011 Plan”), (vi) the 2013 Stock Option and Restricted Stock Plan (the “2013 Plan”), (vii) the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”), (viii) the 2018 Stock Option and Restricted Stock Plan (the “2018 Plan”) and (ix) the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”). The 2005 Plan, 2006 Plan, 2007 Plan, 2008 Plan, 2011 Plan, 2013 Plan, 2015 Plan, 2018 Plan and 2020 Plan are referred to as the “Plans.” These Plans permit the grant of stock options or restricted stock to its employees, non-employee directors and others for up to a total of 5,675,000 shares of common stock. The 2005 Plan terminated during 2015 with 22,053 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2005 Plan that remain unexercised and outstanding as of December 31, 2021 total 5,689 . The 2006 Plan terminated during 2016 with 39,974 shares not awarded or underlying options, which shares are now unavailable for issuance. Stock options granted under the 2006 Plan that remain unexercised and outstanding as of December 31, 2021 total 25,625 . The 2007 Plan terminated during 2017 with 94,651 shares not awarded or underlying options, which shares are now unavailable for issuance. There are no stock options granted under the 2007 Plan that remain unexercised and outstanding as of December 31, 2021. The 2008 Plan terminated during 2018 with 40,499 shares not awarded or underlying options, which shares are now unavailable for issuance. There are no stock options granted under the 2008 Plan that remain unexercised and outstanding as of December 31, 2021. Our Board of Directors adopted the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”) on June 30, 2020 and the Company’s stockholders approved the 2020 Plan at the Annual Meeting held on September 9, 2020. The Company’s stockholders approved an amendment to the 2020 Plan at the Annual Meeting held on June 22, 2021 which increased the number of shares of Common Stock authorized and reserved for issuance under the 2020 Plan to a total of 2,500,000 . A total of 1,584,155 options and restricted stock have been granted under the 2020 Plan to date. The 2020 Plan also authorizes us to grant (i) to the key employees’ incentive stock options to purchase shares of Common Stock and non-qualified stock options to purchase shares of Common Stock and restricted stock awards and (ii) to non-employee directors and consultants non-qualified stock options and restricted stock. F- 35 The Company believes that such awards better align the interests of our employees with those of its stockholders. Option awards have been granted with an exercise price equal to the market price of its stock at the date of grant with such option awards generally vesting based on the completion of continuous service and having ten-year contractual terms. These option awards typically provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company has registered all shares of common stock that are issuable under its Plans with the SEC. A total of 915,845 shares remained available for awards under the various Plans as of December 31, 2021. The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Activity in the various Plans during the years ended December 31, 2021 and 2020 is reflected in the following table: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2020 589,125 $ 3.74 Granted 255,000 2.09 Exercised ( 1,875 ) 4.16 Forfeited ( 3,937 ) ( 12.14 ) Outstanding at December 31, 2020 838,313 $ 3.20 Exercisable at December 31, 2020 725,813 $ 3.37 Options Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2021 838,313 $ 3.20 Granted 300,000 1.67 Exercised — — Forfeited ( 52,250 ) ( 11.61 ) Outstanding at December 31, 2021 1,086,063 $ 2.37 Exercisable at December 31, 2021 936,063 $ 2.48 The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. The total estimated grant date fair value stock options issued during the year ended December 31, 2021 and 2020 was $ 466,831 and $ 415,742 , respectively. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the years ended December 31, 2021 and 2020: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION 2021 2020 Assumptions Assumptions Volatility – range 113 % 104 % Risk-free rate 1.30 % 0.28 % Expected term 10.0 years 5.5 years Exercise price $ 1.67 $ 2.09 The Plans allow for the cashless exercise of stock options. This provision allows the option holder to surrender/cancel options with an intrinsic value equivalent to the purchase/exercise price of other options exercised. There were no shares surrendered pursuant to cashless exercises during the years ended December 31, 2021 and 2020. F- 36 At December 31, 2021 and 2020, the aggregate intrinsic value of options outstanding was approximately $- 0 - and $ 86,150 , respectively, and the aggregate intrinsic value of options exercisable was approximately $- 0 - and $ 58,025 , respectively. As of December 31, 2021, the unrecognized portion of stock compensation expense on all existing stock options was $ 233,415 and will be recognized over the next six months. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of December 31, 2021: SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE Outstanding options Exercisable options Exercise price range Number of options Weighted average remaining contractual life Number of options Weighted average remaining contractual life $ 0.01 to $ 2.49 715,000 8.6 years 565,000 8.3 years $ 2.50 to $ 3.49 310,313 6.3 years 310,313 6.3 years $ 3.50 to $ 4.49 45,750 3.1 years 45,750 3.1 years $ 4.50 to $ 6.99 15,000 0.1 years 15,000 0.1 years 1,086,063 7.6 years 936,063 7.3 years Restricted stock grants. The Board of Directors has granted restricted stock awards under the Plans. Restricted stock awards are valued on the date of grant and have no purchase price for the recipient. Restricted stock awards typically vest over one to four years corresponding to anniversaries of the grant date. Under the Plans, unvested shares of restricted stock awards may be forfeited upon the termination of service to or employment with the Company, depending upon the circumstances of termination. Except for restrictions placed on the transferability of restricted stock, holders of unvested restricted stock have full stockholder’s rights, including voting rights and the right to receive cash dividends. A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2021 and 2020 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Number of Restricted shares Weighted average grant date fair value Nonvested balance, January 1, 2020 514,875 $ 2.97 Granted 846,591 1.02 Vested ( 604,591 ) ( 1.85 ) Forfeited ( 36,750 ) ( 1.84 ) Nonvested balance, December 31, 2020 720,125 $ 1.69 Number of Restricted shares Weighted average grant date fair value Nonvested balance, January 1, 2021 720,125 $ 1.69 Granted 856,000 2.07 Vested ( 511,250 ) ( 1.94 ) Forfeited ( 7,500 ) ( 1.08 ) Nonvested balance, December 31, 2021 1,057,375 $ 1.87 The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of grant. As of December 31, 2021, there were $ 1,013,415 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next fifty-seven months in accordance with their respective vesting scale. F- 37 The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of shares 2022 585,375 2023 358,000 2024 54,000 2025 30,000 2026 30,000 NOTE 15. COMMON STOCK PURCHASE WARRANTS The Company has issued common stock purchase warrants in conjunction with various debt and equity issuances. The warrants are either immediately exercisable, or have a delayed initial exercise date, no more than six months from their respective issue date and allow the holders to purchase up to 26,008,598 shares of common stock at $ 2.60 to $ 3.75 per share as of December 31, 2021. The warrants expire from February 23, 2022 through September 18, 2026 and certain of the outstanding warrants allow for cashless exercise. On January 14, 2021 and February 1, 2021, the Company issued warrants to purchase a total of 42,550,000 shares of Common Stock. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances in the event of tender offers. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the consolidated statement of operations. On August 19, 2021, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with the Investors cancelling February Warrants exercisable for an aggregate of 7,681,540 shares of Common Stock in consideration for its issuance of (i) new warrants (the “Exchange Warrants”) to the Investors exercisable for an aggregate of up to 7,681,540 shares of Common Stock. The Company also issued warrants (the “Replacement Original Warrants”) replacing the February Warrants for the remaining shares of Common Stock exercisable thereunder, representing an aggregate of 6,618,460 shares of Common Stock, and extended the expiration date of the February Warrants to September 18, 2026. The Exchange Warrants provide for an initial exercise price of $ 3.25 per share, subject to customary adjustments thereunder, and are immediately exercisable upon issuance for cash and on a cashless basis. On the date of the exchange, the Company calculated the fair value, using the Black-Scholes method, of the cancelled February Warrants and the newly issued Exchange Warrants, the difference in fair value measurement of the respective warrants was attributed to warrant modification expense in the consolidated statement of operations. On the date of the exchange, the February Warrants and Exchange Warrants were valued at $ 11,818,644 and $ 12,114,424 using the original and modified expiry date of the warrants, respectively, using the Black-Scholes method. The difference of $ 295,780 was accordingly recorded as a warrant modification expense in the consolidated statement of operations. SCHEDULE OF WARRANT MODIFICATION Original terms at August 19, 2021 Modified terms at August 19, 2021 Volatility - range 109.3 % 104.7 % Risk-free rate 0.78 % 0.78 % Dividend 0 % 0 % Remaining contractual term 4.5 years 5.1 years Exercise price $ 3.25 $ 3.25 Common stock issuable under the warrants 14,300,000 14,300,000 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10 % change in pricing inputs and changes in volatilities and correlation factors would not result in a material change in our Level 3 fair value. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the warrant derivative liabilities as of their date of issuance and as of December 31, 2021: SCHEDULE OF FAIR VALUE OF THE WARRANT DERIVATIVE LIABILITIES Issuance date assumptions December 31, 2021 assumptions Volatility - range 106.6 – 166.6 % 104.9 % Risk-free rate 0.08 - 0.49 % 1.26 % Dividend 0 % 0 % Remaining contractual term 0.01 - 5 years 4.0 – 4.7 years Exercise price $ 2.80 - 3.25 $ 3.25 Common stock issuable under the warrants 42,550,000 24,300,000 During the year ended December 31, 2021, holders of pre-funded warrants exercised a total of 18,250,000 warrants which were fair valued at $ 1,817,549 at their date of issuance and recorded as a derivative warrant liability. On the date of exercise such pre-funded warrants were fair valued at zero, which was transitioned to permanent equity during the year ended December 31, 2021. The Company reported the $ 1,817,549 change in fair value from their issuance date to their exercise date in the statements of operations as the change in fair value of warrant derivative liabilities. The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2021 and 2020: SUMMARY OF WARRANT ACTIVITY Warrants Weighted average exercise price Vested Balance, January 1, 2020 4,824,573 $ 5.15 Granted 1,273,374 1.31 Exercised ( 2,704,583 ) ( 1.95 ) Cancelled ( 5,000 ) ( 16.50 ) Vested Balance, December 31, 2020 3,388,364 $ 6.24 Warrants Weighted average exercise price Vested Balance, January 1, 2021 3,388,364 $ 6.24 Granted 42,550,000 3.11 Exercised ( 18,250,000 ) ( 2.92 ) Cancelled ( 1,679,766 ) ( 9.42 ) Vested Balance, December 31, 2021 26,008,598 $ 3.24 The total intrinsic value of all outstanding warrants aggregated $- 0 - as of December 31, 2021 and 2020, and the weighted average remaining term was 50.7 and 15.8 months as of December 31, 2021 and 2020, respectively. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase common shares as of December 31, 2021: SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise price Number of warrants Weighted average remaining contractual life $ 2.60 465,712 1.6 years $ 3.00 316,800 1.3 years $ 3.25 24,300,000 4.4 years $ 3.36 733,333 0.9 years $ 3.65 167,000 0.5 years $ 3.75 25,753 0.6 years 26,008,598 4.2 years F- 38 NOTE 16 - STOCKHOLDERS’ EQUITY Registered Direct Offerings On January 14, 2021, the Company consummated a registered direct offering (the “Offering”) of (i) 2,800,000 shares of common stock (“Shares”), (ii) pre-funded warrants to purchase up to 7,200,000 shares of Common Stock (the “Pre-Funded Warrants”), issuable to investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering (“Pre-Funded Warrants”); and (iii) common stock purchase warrants (“Warrants”) to purchase up to an aggregate of 10,000,000 shares of Common Stock (the “Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $ 3.25 per share, subject to certain adjustments, as provided in the Warrants . The Offering was conducted pursuant to a placement agency agreement, dated January 12, 2021, between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., who acted as the exclusive placement agent in connection with the Offering pursuant to a placement agency agreement. The Shares and accompanying Warrants in the Offering were sold at a combined offering price of $ 3.095 per Share and accompanying Warrant and the Pre-Funded Warrants and accompanying Warrants in the Offering were sold at a combined offering price of $ 3.085 per Pre-Funded Warrant and accompanying Warrant. The securities in the Offering were issued pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The placement agency agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the placement agent. The placement agent received discounts and commissions of six percent ( 6 %) of the gross cash proceeds received by the Company from the sale of the securities sold in the Offering and certain expenses. Under the placement agency agreement, the Company and its officers and directors executed lock-up agreements whereby, subject to certain expectations, (a) the Company has agreed not to engage in the following for a period of 90 days from the date of the pricing of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. Further, pursuant to the terms of the Securities Purchase Agreement the Company has granted to the Investors, for a period of 12 months after the closing of the Offering, the right to participate in subsequent offerings by the Company of Common Stock and Common Stock equivalents in an amount up to 50 % of the amount of each such subsequent offering, on the same terms, conditions and price provided for in such subsequent offering. The Company received approximately $ 28,941,000 ($ 29,013,000 upon full exercise of the prefunded warrants) in net proceeds from the Offering after deducting the discounts, commissions, and other estimated offering expenses payable by the Company. As of December 31, 2021, all pre-funded warrants have been fully exercised. The Company plans to use the net proceeds from the Offering for working capital, product development, order fulfilment and for general corporate purposes. The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: $ 8,666,000 Proceeds from the sale of 2,800,000 shares of Common Stock at $ 3.095 per share $ 8,666,000 Proceeds from the sale of pre-funded warrants to purchase 7,200,000 shares of Common Stock at $ 3.085 per share 22,212,000 Less: Placement agent fees and other expenses of the offering ( 1,937,000 ) Net proceeds of the offering $ 28,941,000 F- 39 In conjunction with this Offering, the Company issued prefunded Common Stock purchase warrants to purchase up to 7,200,000 shares Common Stock at $ 3.095 per share ($ 3.085 prefunded at closing) and Common Stock purchase warrants to purchase up to 10,000,000 shares of Common Stock at $ 3.25 per share. The underlying warrant terms provide for net cash settlement outside the control of the Company under certain circumstances in the event of tender offers. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the consolidated statements of operations as the change in fair value of warrant derivative liabilities. Accordingly, the Company allocated a portion of the net proceeds of this offering to warrant derivative liabilities based on their estimated fair value as follows (See Notes 4 and 11): SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 21,922,158 Pre-funded warrant derivative liabilities 378,615 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 22,300,773 Registered Direct Offerings On February 1, 2021, the Company consummated an registered direct offering (the “Second Offering”) of (i) 3,250,000 shares of common stock (“Shares”), (ii) pre-funded warrants to purchase up to 11,050,000 shares of Common Stock (the “Pre-Funded Warrants”), issuable to investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering (“Pre-Funded Warrants”); and (iii) common stock purchase warrants (“Warrants”) to purchase up to an aggregate of 14,300,000 shares of Common Stock (the “Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $ 3.25 per share, subject to certain adjustments, as provided in the Warrants . The Second Offering was conducted pursuant to a placement agency agreement, dated January 28, 2021, between the Company and Kingswood Capital Markets, division of Benchmark Investments, Inc., who acted as the exclusive placement agent in connection with the Second Offering pursuant to a placement agency agreement. The Shares and accompanying Warrants in the Second Offering were sold at a combined offering price of $ 2.80 per Share and accompanying Warrant and the Pre-Funded Warrants and accompanying Warrants in the Offering were sold at a combined offering price of $ 2.79 per Pre-Funded Warrant and accompanying Warrant. The securities in the Second Offering were issued pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The placement agency agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the placement agent. The placement agent received discounts and commissions of six percent ( 6 %) of the gross cash proceeds received by the Company from the sale of the securities sold in the Second Offering and certain expenses. Under the placement agency agreement, the Company and its officers and directors executed lock-up agreements whereby, subject to certain exceptions, (a) the Company has agreed not to engage in the following for a period of 90 days from the date of the pricing of the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company. F- 40 Further, pursuant to the terms of the Securities Purchase Agreement the Company has granted to the Investors, for a period of 12 months after the closing of the Second Offering, the right to participate in subsequent offerings by the Company of Common Stock and Common Stock equivalents in an amount up to 50 % of the amount of each such subsequent offering, on the same terms, conditions and price provided for in such subsequent offering. The Company received approximately $ 37,447,100 ($ 37,557,600 upon full exercise of the prefunded warrants) in net proceeds from the Second Offering after deducting the discounts, commissions, and other estimated offering expenses payable by the Company. As of December 31, 2021, all pre-funded warrants have been fully exercised. The Company plans to use the net proceeds from the Second Offering for working capital, product development, order fulfilment and for general corporate purposes. The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: 9,100,000 Proceeds from the sale of 3,250,000 shares of Common Stock at $ 2.80 per share $ 9,100,000 Proceeds from the sale of pre-funded warrants to purchase 11,050,000 shares of Common Stock at $ 2.79 per share 30,829,500 Less: Placement agent fees and other expenses of the offering ( 2,482,400 ) Net proceeds of the offering $ 37,447,100 In conjunction with this Offering, the Company issued prefunded Common Stock purchase warrants to purchase up to 11,050,000 Shares Common Stock at $ 2.80 per share ($ 2.79 prefunded at closing) and Common Stock purchase warrants to purchase up to 14,300,000 shares of Common Stock at $ 3.25 per share. The underlying warrant terms provide for net cash settlement outside the control of the Company under certain circumstances in the event of tender offers. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the consolidated statements of operations as the change in fair value of warrant derivative liabilities. Accordingly, the Company allocated a portion of the net proceeds of this offering to warrant derivative liabilities based on their estimated fair value as follows (See Notes 4 and 11): SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 27,476,352 Pre-funded warrant derivative liabilities 1,438,934 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 28,915,286 2021 Issuance of Restricted Common Stock. On January 7, 2021, the board of directors approved the grant of 450,000 shares of common stock to officers of the Company. Such shares will generally vest one-half on January 7, 2022, and one half on January 7, 2023, provided that each grantee remains an officer or employee on such dates . On September 20, 2021, the board of directors approved the grant of 406,000 shares of common stock to employees of the Company. A total of 26,000 shares vested immediately upon grant and the remaining 380,000 shares will generally vest in varying amounts over the next 5 years, provided that each grantee remains an employee on such vesting dates. Cancellation of Restricted Stock During the year ended December 31, 2021, the Company cancelled 7,700 shares for various reasons. Issuance of Common Stock as Consideration for the TicketSmarter Acquisition. On September 2, 2021, the Company issued a total of 719,738 shares of common stock as a portion of the consideration paid for the acquisition of Goody Tickets, LLC and TicketSmarter, LLC. See full description of this acquisition in “ Note 20. TICKETSMARTER ACQUISITION ”. Stock Repurchase Program On December 6, 2021, the board of directors of the Company authorized the repurchase of up to $ 10.0 million of the Company’s outstanding common stock under the specified terms of a share repurchase program (the “Program”). During 2021, the Company repurchased 1,734,838 shares of its common stock for $ 1,975,079, in accordance with the Program. The Program does not obligate the Company to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. SCHEDULE OF STOCK HOLDERS EQUITY Period Total Number of Shares Purchased (1) Average Price Paid per Shares (1) Total Number of Shares Purchased as Part of Publicly Announced Program (1) Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1) December 2021 1,734,838 $ 1.14 1,734,838 — Total all plans 1,734,838 $ 1.14 1,734,838 $ 8,024,921 Cancellation of Treasury Stock On December 31, 2021, the Company cancelled its 63,518 shares held in treasury, in addition to the repurchased shares through the Program. Noncontrolling Interests The Company owns a 51 % equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49 % of the income/loss of Nobility Healthcare which is reflected in the statement of income (loss) as “net income (loss) attributable to noncontrolling interests of consolidated subsidiary”. We reported net income (loss) attributable to noncontrolling interests of consolidated subsidiary of $ 56,453 and $- 0 - for the years ended December 31, 2021 and 2020, respectively. F- 41 NOTE 17. RELATED PARTY TRANSACTIONS American Rebel Holding, Inc. Secured Promissory Notes On October 1, 2020, the Company advanced $ 250,000 to American Rebel Holdings, Inc. (AREB) under a secured promissory note. The CEO, President and Chairman of AREB is the brother of the Company’s CEO, President and Chairman. Such note bears interest at 8 % and is secured by all the tangible and intangible assets of the Company that are not currently secured by other indebtedness. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $ 0.10 per share with a five-year term. This note had an original maturity date of January 2, 2021 ; however, additional provisions within the note provided for an extension of the maturity date for fourteen months due to AREB’s failure to raise $300,000 in new debt or equity financing prior to the original maturity date. Upon this extension, the AREB was obligated to make equal monthly payments of principal and interest over the extended period of the note . On October 21, 2020, the Company advanced $ 250,000 to AREB under a second secured promissory note. Such note bears interest at 8 % and is secured by inventory manufactured and revenue/accounts receivable derived from a specific purchase order. The Company also received warrants to purchase 1,250,000 shares of AREB common stock at an exercise price of $ 0.10 per share with a five-year term. This note has a maturity date of April 21, 2021 , subject to full repayment upon AREB closing on debt or equity financings of at least $600,000, and the receipt of revenue from the sale of inventory sold under the specific purchase order serving as collateral . On March 1, 2021, the Company advanced an additional $ 117,600 to AREB on terms similar to the previously issued notes. On April 21, 2021, the parties agreed to the terms of a Debt Settlement Agreement and Mutual Release regarding the following: (a) the secured promissory note dated October 1, 2020; (b) the secured promissory note dated October 21, 2020; and (c) an advance made by the Company on March 1, 2021. The parties arranged for a lump sum payment aggregating $ 639,956 to liquidate all outstanding debt including accrued interest for the two delinquent notes and the advance which lump-sum payment was made on April 21, 2021. No gain or loss was determined on this transaction. Transactions with Affiliate and Member of Board of Director Christian J. Hoffmann, III is currently the Chief Financial Officer and General Counsel for Nobility, LLC, which is the managing member of the Company’s majority owned subsidiary, Nobility Healthcare, LLC. The Company has made payments to Mr. Hoffmann and his affiliates for legal and other services rendered totaling $ 105,926 during the year ended December 31, 2021. Furthermore, on January 27, 2022, the Company’s Board of Directors appointed Mr. Hoffmann to become a member of the Board until the next annual meeting of shareholders of the Company at which directors are being elected. Transactions with Managing Member of Nobility Healthcare Nobility, LLC, is currently the managing member of Nobility Healthcare, LLC. The Company has advanced a total of $ 158,384 in the form of working capital loan to Nobility, LLC in order to fund capital expenditures necessary for the initial growth of the joint venture during the year ended December 31, 2021. The outstanding balance of working capital loan was $ 158,384 as of December 31, 2021 and the Company anticipates full repayment of this advance during the year ended December 31, 2022. NOTE 18. NET INCOME (LOSS) PER SHARE The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2021 and 2020 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2021 2020 Year ended December 31, 2021 2020 Numerator for basic and diluted income (loss) per share – Net income (loss) $ 25,474,508 $ ( 2,625,881 ) Denominator for basic loss per share – weighted average shares outstanding 50,222,289 21,603,635 Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 50,222,289 21,603,635 Net income (loss) per share: Basic $ 0.51 $ ( 0.12 ) Diluted $ 0.51 $ ( 0.12 ) Basic income (loss) per share is based upon the weighted average number of common shares outstanding during the period. For the years ended December 31, 2021 and 2020, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. F- 42 NOTE 19. DIGITAL ALLY HEALTHCARE VENTURE On June 4, 2021, Digital Ally Healthcare, a wholly-owned subsidiary of the Company, entered into a venture with Nobility LLC (“Nobility”), an eight-year old revenue cycle management (“RCM”) company servicing the medical industry, to form Nobility Healthcare, LLC (“Nobility Healthcare”). Digital Ally Healthcare is capitalizing the venture with $ 13.5 million to support the venture’s business strategy to make acquisitions of RCM companies. Digital Ally Healthcare owns 51% of the venture that entitles it to 51% of the distributable cash as defined in the venture’s operating agreement plus a cumulative preferred return of 10% per annum on its invested capital. Nobility will receive a management fee and 49% of the distributable cash, subordinated to Digital Ally Healthcare’s preferred return . The venture comprises the Company’s revenue cycle management segment. On June 30, 2021, the Company’s revenue cycle management segment completed the acquisition of a private medical billing company (the “Healthcare Acquisition”). In accordance with the stock purchase agreement, the Company’s revenue cycle management segment agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 850,000 . In addition to the Initial Payment Amount, the Company’s revenue cycle management segment agreed to issue a promissory note to the stockholders of the Healthcare Acquisition in the principal amount of $ 350,000 that is subject to an earn-out adjustment. Management’s estimate of the fair value of this Contingent Note at December 31, 2021 is $ 317,212 . The gain associated with the adjustment in the estimated fair value of this contingent promissory note is recorded as a gain in the Consolidated Statements of Operations for the year ended December 31, 2021. Lastly, the Company’s revenue cycle management segment agreed to pay $ 162,552 representing the principal and accrued interest balance due under a promissory note issued to the selling shareholders prior to the acquisition closing date. The Company’s revenue cycle management segment anticipates the estimated fair value of the contingent promissory note to be paid in full, therefore, the total aggregate purchase price was determined to be approximately $ 1,376,509 . Total acquisition related costs aggregated $ 164,630 , which was expensed as incurred. Subsequent to the acquisition date, the Company received further information regarding the purchased assets and assumed liabilities. As a result, the initial allocation of the purchase price was adjusted by increasing accounts receivable by $ 75,000 with a corresponding reduction of goodwill during the year ended December 31, 2021. The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Healthcare Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Healthcare Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. Our assumptions and estimates are based upon information obtained from the management of the Company’s revenue cycle management segment. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the Healthcare Acquisition was allocated to the tangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the Healthcare Acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on June 30, 2021. The preliminary estimated fair value of assets acquired and liabilities assumed in the Healthcare Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Tangible assets acquired, consisting of acquired cash, accounts receivable and right of use asset $ 174,351 Goodwill 1,125,000 Liabilities assumed consisting of a promissory note issued by the selling shareholders which was paid off at closing, net of lease liability assumed 77,158 Total assets acquired and liabilities assumed $ 1,376,509 Consideration: Cash paid at Healthcare Acquisition date $ 1,026,509 Contingent consideration 350,000 Total Healthcare Acquisition purchase price $ 1,376,509 During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 8, “Debt Obligations”. On August 31, 2021, the Company’s revenue cycle management segment completed the acquisition of another private medical billing company (the “Medical Billing Acquisition”). In accordance with the stock purchase agreement, Nobility Healthcare agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 2,270,000 . In addition to the Initial Payment Amount, the Company’s revenue cycle management segment agreed to issue a contingent promissory note to the stockholders of the Medical Billing Acquisition in the principal amount of $ 650,000 that is subject to an earn-out adjustment. The Company’s revenue cycle management segment anticipates the estimated fair value of the contingent promissory note to be paid in full, therefore, the total aggregate purchase price was determined to be approximately $ 2,920,000 . Total acquisition related costs aggregated $ 5,602 , which was expensed as incurred. F- 43 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Medical Billing Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Medical Billing Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the Medical Billing Acquisition was allocated to the tangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the Medical Billing Acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on August 31, 2021. The preliminary estimated fair value of assets acquired, and liabilities assumed in the Medical Billing Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Tangible assets acquired $ 401,547 Goodwill 2,920,000 Liabilities assumed pursuant to stock purchase agreement ( 401,547 ) Total assets acquired and liabilities assumed $ 2,920,000 Consideration: Cash paid at acquisition date $ 2,270,000 Contingent consideration 650,000 Total acquisition purchase price $ 2,920,000 During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 8, “Debt Obligations”. NOTE 20. TICKETSMARTER ACQUISITION On September 1, 2021, Digital Ally, Inc. formed TicketSmarter, Inc. (“TicketSmarter”), through which the Company completed the acquisition of Goody Tickets, LLC, a Kansas limited liability company (“Goody Tickets”) and TicketSmarter, LLC, a Kansas limited liability company (“TicketSmarter LLC”), collectively the “TicketSmarter Acquisition”. TicketSmarter, Inc. comprises the Company’s ticketing business segment. In accordance with the stock purchase agreement, the Company agreed to an initial payment (the “Initial Payment Amount”) of $ 9,403,600 through a combination of cash and common stock. In addition to the Initial Payment Amount, the Company agreed to issue an earn-out agreement to the stockholders of Goody Tickets and TicketSmarter LLC in the contingent amount of $ 4,244,400 that is subject to an earn-out adjustment based on actual EBITDA achieved in 2021, of which the Company gave a fair value of $ 3,700,000 on the date of acquisition. However, following the completion of 2021, it was determined that the actual EBITDA threshold for any earn-out adjustment to be paid was not met. Thus, in accordance with U.S. GAAP, the fair value of the contingent earn-out is reduced to zero, and the associated gain related to this revaluation is recorded in our Consolidated Statements of Operations for the year ended December 31, 2021. Lastly, included in the agreement, the Company agreed to place $ 500,000 in escrow, subject to a working capital adjustment based on actual working capital amounts on the acquisition date as defined in the agreement, this amount was subject to disbursement 45 days following the close of the acquisition. The parties completed the working capital adjustment resulting in the Company retaining $ 297,726 of the escrow amount with the $ 202,274 released to the Sellers. The total acquisition related costs aggregated $ 40,625 , which was expensed as incurred. The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the TicketSmarter Acquisition has been allocated to Goody Tickets’ and TicketSmarter LLC’s acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the TicketSmarter Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The TicketSmarter Acquisition was structured as a stock purchase, however the parties agreed to coordinate the election to invoke IRS Section 338(h)(10) relative to this transaction for tax purposes. Therefore, the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will be amortized over 15 years for income tax filing purposes. Likewise, the other acquired assets were stepped up to fair value and is deductible for income tax purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. F- 44 The purchase price of the TicketSmarter Acquisition was allocated to Goody Tickets’ and TicketSmarter LLC’s tangible assets, goodwill, identifiable intangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the TicketSmarter Acquisition. The Company retained the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. The Company will continue to evaluate the fair value of the identified intangible assets. The preliminary estimated fair value of assets acquired, and liabilities assumed in the TicketSmarter Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED IN THE TICKET SMARTER ACQUISITION Assets acquired: Preliminary purchase price allocation As allocated As allocated Description September 30, 2021 December 31, 2021 Assets acquired: Tangible assets acquired, including $ 51,432 of cash acquired $ 7,139,930 $ 5,748,291 Identifiable intangible assets acquired — 6,800,000 Goodwill 11,839,308 5,886,547 Liabilities assumed ( 5,128,964 ) ( 5,128,964 ) Net assets acquired and liabilities assumed $ 13,850,274 $ 13,305,874 Consideration: Cash paid at TicketSmarter Acquisition date $ 8,413,240 $ 8,413,240 Common stock issued as consideration for TicketSmarter Acquisition at date of acquisition 990,360 990,360 Contingent consideration earn-out agreement 4,244,400 3,700,000 Cash paid at closing to escrow amount 500,000 500,000 Cash retained from escrow amount pursuant to settlement of working capital target ( 297,726 ) ( 297,726 ) Total TicketSmarter Acquisition purchase price $ 13,850,274 $ 13,305,874 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND ESTIMATED USEFUL LIVES Cost Amortization through December 31, 2021 Estimated useful life Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 373,333 5 years Search engine optimization/content 600,000 50,000 4 years $ 6,800,000 $ 423,333 For the period from the date of the TicketSmarter Acquisition to December 31, 2021, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through December 31, 2021, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values (primarily related to the sponsorship agreement network), the estimated fair value of the contingent earn-out agreement liability and goodwill. The primary area of the acquisition accounting that had not yet been finalized as of December 31, 2021 related to identifiable intangible assets, which could result in a change to goodwill. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 8, “Debt Obligations”. NOTE 21 - SEGMENT DATA The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Ticketing, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. The Company’s captive insurance subsidiary provides services to the Company’s other business segments and not to outside customers. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. The Video Solutions Segment encompasses our law, commercial, and shield divisions. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Ticketing Segment we act as an intermediary between ticket buyers and sellers within our secondary ticketing platform, ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The Company’s corporate administration activities are reported in the corporate line item. These activities primarily include expense related to certain corporate officers and support staff, certain accounting staff, expense related to the Company’s Board of Directors, stock option expense for options granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes. Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of December 31, 2021, and December 31, 2020: SCHEDULE OF SEGMENT REPORTING 2021 2020 Years Ended December 31, 2021 2020 Net Revenues: Video Solutions $ 9,073,626 $ 10,514,868 Revenue Cycle Management 1,630,048 — Ticketing 10,709,760 — Total Net Revenues $ 21,413,434 $ 10,514,868 Gross Profit: Video Solutions $ 2,002,345 $ 4,062,594 Revenue Cycle Management 521,047 — Ticketing 3,140,383 — Total Gross Profit $ 5,663,775 $ 4,062,594 Operating Income (loss): Video Solutions $ ( 4,497,196 ) $ ( 578,417 ) Revenue Cycle Management 93,763 — Ticketing 235,432 — Corporate ( 10,592,909 ) ( 7,085,234 ) Total Operating Income (Loss) $ ( 14,760,910 ) $ ( 7,663,651 ) Depreciation and Amortization: Video Solutions $ 395,361 $ 250,156 Revenue Cycle Management — — Ticketing 427,128 — Total Depreciation and Amortization $ 822,489 $ 250,156 Assets (net of eliminations): Video Solutions $ 25,983,348 $ 16,435,769 Revenue Cycle Management 934,095 — Ticketing 12,260,780 — Corporate 43,810,974 4,361,758 Total Identifiable Assets $ 82,989,197 $ 20,797,527 The segments recorded noncash items effecting the gross profit and operating income (loss) through the established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. The Company recorded a reserve for excess and obsolete inventory in the video solutions segment of $ 3,353,458 and a reserve for the ticketing segment of $ 561,631 . The segment net revenues reported above represent sales to external customers. Segment gross profit represents net revenues less cost of revenues. Segment operating income, which is used in management’s evaluation of segment performance, represents net revenues, less cost of revenues, less all operating expenses. Identifiable assets are those assets used by each segment in its operations. Corporate assets primarily consist of cash, property, plant and equipment, accounts receivable, inventories, and other assets. F- 45 Note 22. SUBSEQUENT EVENTS Acquisition of Third Medical Billing Company On January 1, 2022, the Company’s revenue cycle management segment completed the acquisition of 100 % of the capital stock of a third medical billing company for a total purchase price of approximately $ 1.90 million . The purchase price includes approximately $ 1.15 million in cash at closing and a $ 750,000 contingent consideration promissory note bearing interest at 3 % per annum subject to adjustment based on revenues achieved over an approximate 18-month period after closing, maturing in July of 2024 . This closely-held company provides revenue cycle management (RCM) and other services for over 180 dental practices located throughout the United States with an annual revenue run rate of approximately $ 3.5 million. Special Meeting of Shareholders On January 11, 2022, the Company held a special meeting of its stockholders (the “Special Meeting”). Set forth below are the two proposals that were voted on at the Special Meeting and the results of the voting for each: Proposal 1 – To approve an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of authorized shares of the Company’s capital stock that the Company may issue from 100,000,000 shares to 300,000,000 shares, of which all 300,000,000 shares shall be classified as Common Stock (“Proposal No. 1”). The Company’s stockholders did not approve Proposal No. 1. Proposal 2 – To approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (“Proposal No. 2”). The Company’s stockholders did not approve Proposal No. 2. Appointment of Christian J. Hoffmann III to Board of Directors On January 27, 2022, the Board of Directors appointed Christian J. Hoffmann, III as a member of the Board, effective immediately, to hold office until the next meeting of shareholders of the Company at which directors are being elected or as set forth in the Company’s bylaws. Mr. Hoffmann, co-founded Nobility, LLC (“Nobility”), a medical billing and revenue cycle management company, in 2014 where he has served as the Chief Financial Officer and General Counsel. On June 4, 2021, the Company and Nobility launched Nobility Healthcare, LLC, a subsidiary of the Company, to provide revenue cycle management services for the healthcare industry. During 2020 and 2021, Mr. Hoffmann also served as an outside counsel to the Board on specific matters as requested. Expect as disclosed herein, there are no other arrangements or understandings between Mr. Hoffmann and any other persons pursuant to which he was appointed as a member of the Board. There are also no family relationships between any of the Company’s directors or officers and Mr. Hoffmann. All related party transactions involving Mr. Hoffmann that are reportable under Item 404(a) of Regulation S-K are disclosed in Part III, Item 13 of this Annual Report on Form 10-K. Mr. Hoffmann will receive standard board compensation for his service as a director. Acquisition of Fourth Medical Billing Company On February 1, 2022, the Company’s revenue cycle management segment completed the acquisition of 100 % of the assets of a fourth medical billing company for a total purchase price of $ 335,000 . The purchase price includes $ 230,000 in cash at closing and a $ 105,000 contingent consideration promissory note bearing interest at 3 % per annum subject to adjustment based on revenues achieved over an approximate 18-month period after closing, maturing in August of 2024. The acquisition provides revenue cycle management (RCM) and other services throughout the southwestern portion of United States with an annual revenue run rate of approximately $ 440,000 . Letter of Intent to Acquire Medical Billing Company On March 16, 2022, the Company’s revenue cycle management segment entered a letter of intent to acquire 100 % of the capital stock of a medical billing company located in the Southern portion of the United States for a total purchase price of $ 5,000,000 (the “Target”). The purchase price includes $ 3.25 million in cash at closing and a $ 1,750,000 contingent consideration promissory note bearing interest at 4 % per annum subject to adjustment based on revenues achieved over an approximate 24-month period after closing. The letter of intent is subject to satisfactory completion of due diligence procedures, review of legal, financial, tax and other matters concerning the Target’s business. The letter of intent is also not binding until the parties mutually agree to the terms of the underlying definitive agreements including the receipt of all approvals and consents considered necessary by both parties. The parties are currently negotiating the final definitive agreements and anticipate a closing date on or around May 31, 2022. However, there can be no assurances that the parties will complete the acquisition of the Target and on what terms will be included in the final definitive agreements. 2022 Issuance of Restricted Common Stock On March 23, 2022, the board of directors approved the grant of 190,000 restricted common shares to certain new employees of the Company. A total of 5,000 shares vested immediately upon issuance and the remainder vest over a period of one to five years. Such shares will generally vest over a period of one to five years on their respective anniversary dates in January through January 2027, provided that each grantee remains an employee on such dates. Stock Repurchase Program On December 6, 2021, the Board of Directors of the Company authorized the repurchase of up to $ 10.0 million of the Company’s outstanding common stock under the specified terms of a share repurchase program (the “Program”). Subsequent to December 31, 2021, the Company repurchased 2,163,341 shares of its common stock for $ 2,312,054 , in accordance with the Program. The Program does not obligate the Company to acquire any specific number of shares and shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. F- 46