KUSTOM ENTERTAINMENT, INC. 10-Q

Item 1 – Financial Statements. DIGITAL ALLY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2022 AND DECEMBER 31, 2021 September 30, 2022 (Unaudited) December 31, 2021 Assets Current assets: Cash and cash equivalents $ 6,295,391 $ 32,007,792 Accounts receivable – trade, net 2,744,354 2,727,052 Other receivables (including $ 138,384 due from related parties – September 30, 2022 and $ 158,384 – December 31, 2021, refer to Note 20) 5,448,545 2,021,813 Inventories, net 10,963,916 9,659,536 Prepaid expenses 9,227,985 9,728,782 Total current assets 34,680,191 56,144,975 Property, plant, and equipment, net 8,407,139 6,841,026 Goodwill and other intangible assets, net 18,230,538 16,902,513 Operating lease right of use assets, net 846,521 993,384 Other assets 6,233,075 2,107,299 Total assets $ 68,397,464 $ 82,989,197 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 9,902,259 $ 4,569,106 Accrued expenses 1,097,065 1,175,998 Current portion of operating lease obligations 304,294 373,371 Contract liabilities – current portion 2,049,704 1,665,519 Debt obligations – current portion 569,934 389,934 Warrant derivative liabilities — 14,846,932 Income taxes payable 11,796 1,827 Total current liabilities 13,935,052 23,022,687 Long-term liabilities: Debt obligations – long term 671,887 727,278 Operating lease obligation – long term 610,422 688,207 Contract liabilities – long term 5,134,995 2,687,786 Total liabilities 20,352,356 27,125,958 Commitments and contingencies Stockholders’ Equity: Common stock, $ 0.001 par value per share; 100,000,000 shares authorized; shares issued: 53,903,405 shares issued and outstanding – September 30, 2022 and 50,904,391 shares issued and outstanding – December 31, 2021 53,903 50,904 Additional paid in capital 129,943,238 124,426,379 Noncontrolling interest in consolidated subsidiary 309,397 56,453 Accumulated deficit ( 82,261,430 ) ( 68,670,497 ) Total stockholders’ equity 48,045,108 55,863,239 Total liabilities and stockholders’ equity $ 68,397,464 $ 82,989,197 See Notes to the Unaudited Condensed Consolidated Financial Statements. 3 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue: Product $ 3,062,373 $ 1,356,454 $ 7,682,614 $ 4,988,364 Service and other 5,421,780 3,283,368 20,447,778 4,680,959 Total revenue 8,484,153 4,639,822 28,130,392 9,669,323 Cost of revenue: Product 3,262,457 1,197,217 8,154,984 3,776,185 Service and other 4,626,196 2,042,035 15,721,210 2,419,884 Total cost of revenue 7,888,653 3,239,252 23,876,194 6,196,069 Gross profit 595,500 1,400,570 4,254,198 3,473,254 Selling, general and administrative expenses: Research and development expense 616,174 492,221 1,654,395 1,402,185 Selling, advertising and promotional expense 1,832,916 1,511,682 7,375,364 2,978,620 General and administrative expense 4,713,433 2,995,640 15,256,049 8,174,002 Total selling, general and administrative expenses 7,162,523 4,999,543 24,285,808 12,554,807 Operating loss ( 6,567,023 ) ( 3,598,973 ) ( 20,031,610 ) ( 9,081,553 ) Other income (expense): Interest income 13,333 90,036 116,928 222,497 Interest expense ( 14,255 ) ( 5,675 ) ( 39,766 ) ( 8,466 ) Other income (loss) ( 1,892 ) — 41,167 — Gain on extinguishment of debt — — — 10,000 Change in fair value of contingent consideration promissory notes ( 138,877 ) — 347,169 — Change in fair value of short-term investments — ( 21,656 ) ( 84,818 ) ( 28,210 ) Change in fair value of warrant derivative liabilities 1,164,849 11,585,204 6,726,638 33,274,039 Gain on extinguishment of warrant derivative liabilities 3,624,794 — 3,624,794 — Total other income 4,647,952 11,647,909 10,732,112 33,469,860 Income (loss) before income tax benefit ( 1,919,071 ) 8,048,936 ( 9,299,498 ) 24,388,307 Income tax benefit — — — — Net income (loss) ( 1,919,071 ) 8,048,936 ( 9,299,498 ) 24,388,307 Net loss (income) attributable to noncontrolling interests of consolidated subsidiary 16,596 19,863 ( 268,636 ) 19,863 Net income (loss) attributable to common stockholders $ ( 1,902,475 ) $ 8,068,799 $ ( 9,568,134 ) $ 24,408,170 Net loss per share information: Basic $ ( 0.04 ) $ 0.16 $ ( 0.19 ) $ 0.49 Diluted $ ( 0.04 ) $ 0.16 $ ( 0.19 ) $ 0.49 Weighted average shares outstanding: Basic 50,365,218 51,809,435 49,973,619 49,404,794 Diluted 50,365,218 51,809,435 49,973,619 49,404,794 See Notes to the Unaudited Condensed Consolidated Financial Statements. 4 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) Shares Amount Capital stock subsidiary deficit Total Common Stock Additional Paid In Treasury Noncontrolling interest in consolidated Accumulated Shares Amount Capital stock subsidiary deficit Total Balance, December 31, 2020 26,834,709 $ 26,835 $ 106,501,396 $ ( 2,157,226 ) $ — $ ( 90,014,500 ) $ 14,356,505 Stock-based compensation — — 326,164 — — — 326,164 Restricted common stock grant 450,000 450 ( 450 ) — — — — Restricted common stock forfeitures ( 7,500 ) ( 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 ) Net income — — — — — 21,721,858 21,721,858 Balance, March 31, 2021 51,577,209 51,577 122,157,360 ( 2,157,226 ) — ( 68,292,642 ) 51,759,069 Stock-based compensation — — 330,213 — — — 330,213 Net loss — — — — — ( 5,382,487 ) ( 5,382,487 ) Balance, June 30, 2021 51,577,209 $ 51,577 $ 122,487,573 $ ( 2,157,226 ) $ — $ ( 73,675,129 ) $ 46,706,795 Issuance of common stock as consideration for acquisition 719,738 720 989,640 — — — 990,360 Restricted common stock grant 406,000 406 ( 406 ) — — — — Stock-based compensation — — 491,950 — — — 491,950 Net income — — — — ( 19,863 ) 8,068,799 8,048,936 Balance, September 30, 2021 52,702,947 $ 52,703 $ 123,968,757 $ ( 2,157,226 ) $ ( 19,863 ) $ ( 65,606,330 ) $ 56,238,041 Balance, December 31, 2021 50,904,391 $ 50,904 $ 124,426,379 $ — $ 56,453 $ ( 68,670,497 ) $ 55,863,239 Stock-based compensation — — 394,749 — — — 394,749 Restricted common stock grant 715,000 715 ( 715 ) — — — — Restricted common stock forfeitures ( 15,000 ) ( 15 ) 15 — — — — Repurchase and cancellation of common stock ( 1,876,034 ) ( 1,876 ) — — — ( 2,061,892 ) ( 2,063,768 ) Distribution to noncontrolling interest in consolidated subsidiary — — — — ( 15,692 ) — ( 15,692 ) Net loss — — — — ( 98,094 ) ( 6,600,148 ) ( 6,698,242 ) Balance, March 31, 2022 49,728,357 $ 49,728 $ 124,820,428 $ — $ ( 57,333 ) $ ( 77,332,537 ) $ 47,480,286 Stock-based compensation — — 381,602 — — — 381,602 Restricted common stock forfeitures ( 50,000 ) ( 50 ) 50 — — — — Repurchase and cancellation of common stock ( 1,849,952 ) ( 1,850 ) — — — ( 1,960,905 ) ( 1,962,755 ) Net income (loss) — — — — 383,326 ( 1,065,513 ) ( 682,187 ) Balance, June 30, 2022 47,828,405 $ 47,828 $ 125,202,080 $ — $ 325,993 $ ( 80,358,955 ) $ 45,216,946 Issuance of common stock through warrant exchange agreement 6,075,000 6,075 4,489,425 — — — 4,495,500 Stock-based compensation — — 251,733 — — — 251,733 Net income (loss) — — — — ( 16,596 ) ( 1,902,475 ) ( 1,919,071 ) Balance, September 30, 2022 53,903,405 $ 53,903 129,943,238 $ — $ 309,397 $ ( 82,261,430 ) $ 48,045,108 See Notes to the Unaudited Condensed Consolidated Financial Statements. 5 DIGITAL ALLY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 (Unaudited) 2022 2021 Nine months ended September 30, 2022 2021 Cash Flows From Operating Activities: Net income (loss) $ ( 9,299,498 ) $ 24,388,307 Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Depreciation and amortization 1,646,207 239,630 Stock-based compensation 1,028,084 1,148,327 Change in fair value of warrant derivative liabilities ( 6,726,638 ) ( 33,274,039 ) Gain on extinguishment of warrant derivative liabilities ( 3,624,794 ) — Provision for inventory obsolescence 143,664 339,668 Provision for doubtful accounts receivable ( 161,239 ) ( 527 ) Gain on extinguishment of debt — ( 10,000 ) Change in fair value of short-term investments — 28,210 Change in fair value of contingent consideration promissory note ( 347,169 ) — Change in operating assets and liabilities: (Increase) decrease in: Accounts receivable – trade 143,937 337,364 Accounts receivable – other ( 3,426,732 ) 111,768 Inventories ( 1,448,044 ) ( 1,767,724 ) Prepaid expenses 531,508 ( 3,445,546 ) Operating lease right of use assets 306,783 ( 27,875 ) Other assets ( 4,125,776 ) ( 752,324 ) Increase (decrease) in: Accounts payable 5,133,934 ( 475,256 ) Accrued expenses ( 106,800 ) 209,833 Income taxes payable 9,969 ( 5,331 ) Operating lease obligations ( 306,782 ) 14,757 Contract liabilities 2,831,394 709,977 Net cash used in operating activities ( 17,797,992 ) ( 12,230,781 ) Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 1,947,127 ) ( 5,575,021 ) Additions to intangible assets ( 158,218 ) ( 239,139 ) Cash paid for TicketSmarter acquisition, net of cash acquired — ( 8,361,808 ) Restricted cash related to TicketSmarter acquisition ( 500,000 ) Cash paid for acquisition of Medical Billing Company ( 1,153,627 ) ( 1,012,552 ) Cash paid for asset acquisition of Medical Billing Company ( 230,000 ) ( 2,270,000 ) Net cash used in investing activities ( 3,488,972 ) ( 17,958,520 ) Cash Flows from Financing Activities: Repurchase and cancellation of common stock ( 4,026,523 ) — Distribution to noncontrolling interest in consolidated subsidiary ( 15,692 ) — Net proceeds from sale of common stock in registered direct offerings — 13,346,600 Proceeds from issuance of common stock upon exercise of pre-funded warrants — 53,224,000 Principal payment on contingent consideration promissory notes ( 383,222 ) — Net cash (used in) provided by financing activities ( 4,425,437 ) 66,570,600 Net increase (decrease) in cash and cash equivalents ( 25,712,401 ) 36,381,299 Cash, cash equivalents, beginning of period 32,007,792 4,361,758 Cash, cash equivalents, end of period $ 6,295,391 $ 40,743,057 Supplemental disclosures of cash flow information: Cash payments for interest $ 44,783 $ — Cash payments for income taxes $ 9,969 $ 7,581 Supplemental disclosures of non-cash investing and financing activities: Issuance of contingent consideration promissory note for business acquired $ 855,000 $ 5,244,400 Issuance of common stock through warrant exchange agreement $ 4,495,500 $ — Assets acquired in business acquisitions $ 190,631 $ 7,366,399 Liabilities assumed in the business acquisition $ 387,005 $ 5,494,417 Goodwill acquired in business acquisitions $ 2,100,000 $ — Common stock issued as consideration for business acquisition $ — $ 990,360 Restricted common stock grant $ 715 $ 856 Restricted common stock forfeitures $ 65 $ 8 Amounts allocated to initial measurement of warrant derivative liabilities in connection with the warrants and pre-funded warrants $ — $ 51,216,058 See Notes to the Unaudited Condensed Consolidated Financial Statements. 6 DIGITAL ALLY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations : 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. (such merged entity, the “Predecessor Registrant”). On August 23, 2022 (the “ Effective Time ”), the Predecessor Registrant merged with and into its wholly owned subsidiary, DGLY Subsidiary Inc., a Nevada corporation (the “ Registrant ”), pursuant to an agreement and plan of merger, dated as of August 23, 2022 (the “ Merger Agreement ”), between the Predecessor Registrant and the Registrant, with the Registrant as the surviving corporation in the merger (such transaction, the “ Merger ”). At the Effective Time, Articles of Merger were filed with the Secretary of State of the State of Nevada, pursuant to which the Registrant was renamed “Digital Ally, Inc.” and, by operation of law, succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor Registrant immediately prior to the Merger. Under the Nevada Revised Statutes, shareholder approval was not required in connection with the Merger Agreement or the transactions contemplated thereby. At the Effective Time, pursuant to the Merger Agreement, (i) each outstanding share of Predecessor Registrant’s common stock, par value $ 0.001 per share (the “ Predecessor Common Stock ”) automatically converted into one share of common stock, par value $ 0.001 per share, of the Registrant (“ Registrant Common Stock ”), (ii) each outstanding option, right or warrant to acquire shares of Predecessor Common Stock converted into an option, right or warrant, as applicable, to acquire an equal number of shares of Registrant Common Stock under the same terms and conditions as the original options, rights or warrants, and (iii) the directors and executive officers of the Predecessor Registrant were appointed as directors and executive officers, as applicable, of the Registrant, each to serve in the same capacity and for the same term as such person served with the Predecessor Registrant immediately before the Merger. The business of the Registrant, Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., 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 acts 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 19. Basis of Presentation : The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the audited financial statements and footnotes included in the Company’s annual report on Form 10-K for the year ended December 31, 2021. Liquidity and Going Concern During the second quarter of 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued (November 14, 2022). Management considered the Company’s current financial condition and liquidity sources, including current funds available, forecasted future cash flows and the Company’s obligations due before November 14, 2023. The Company has experienced net losses and cash outflows from operating activities since inception. For the nine months ended September 30, 2022, the Company had a net loss attributable to common stockholders of $ 9,568,134 , net cash used in operating activities of $ 17,797,992 , $ 3,488,972 used in investing activities and $ 4,425,437 used in financing activities. The Company will have to restore positive operating cash flows and profitability over the next year and/or raise additional capital to fund its operational plans, meet its customary payment obligations and otherwise execute its business plan. There can be no assurance that it will be successful in restoring positive cash flows and profitability, or that it can raise additional financing when needed, and obtain it on terms acceptable or favorable to the Company. The Company has implemented an enhanced quality control program to detect and correct product issues before they result in significant rework expenditures affecting its gross margins and has seen progress in that regard. The Company has also implemented a marketing and advertisement reduction plan for its ticketing segment, which will focus on reducing and alleviating current obligations from its media marketing agreements and place a hold on entering into any new agreements. The Company believes that its quality control, cost-cutting initiatives, and new product introduction will eventually restore positive operating cash flows and profitability, although it can offer no assurances in this regard. Management has evaluated the significance of the conditions described above in relation to the Company’s ability to meet its obligations and concluded that, without additional funding, the Company will not have sufficient funds to meet its obligations within one year from the date the condensed consolidated financial statements were issued. COVID-19 pandemic/Supply Chain : The COVID-19 pandemic continues to represent an evolving and fluid situation that presents a wide range of potential impacts of varying durations for different global geographies, including locations where the Company has offices, employees, customers, vendors and other suppliers and business partners. 7 Like most U.S.-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, although the original effect of the COVID-19 pandemic has eased, we have continued to operate in an uncertain economic environment that is characterized by, business slowdowns or shutdowns, labor shortages, supply chain challenges, changes in government spending and requirements, regulatory challenges, inflationary pressures and market volatility. We continue to experience operational challenges as a result of worldwide events including the Russia-Ukraine conflict, continued uncertainty associated with the pandemic, and volatility in global markets, which are compounded by 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). To date, we eased many of these modifications. However, we may, in the future, reinstitute the same or similar changes or 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. 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., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., 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 its global ticketing operations. The Company formed Worldwide Reinsurance Ltd., which is a captive insurance company 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. The Company formed Digital Connect, Inc. and BirdVu Jets, Inc. for travel and transportation purposes in 2022. The company formed Kustom 440, Inc. in 2022 to create unique entertainment experiences directly for consumers. 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. 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. 8 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 situations 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 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 are 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. 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 are 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, and payment is due at the time of sale. 9 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 three months ended September 30, 2022, the Company recognized revenue of $ 0.7 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 Additions/Reclass Recognized Revenue September 30, 2022 Contract liabilities, current $ 1,665,519 $ 1,228,395 $ 844,210 $ 2,049,704 Contract liabilities, non-current 2,687,786 3,384,487 937,278 5,134,995 $ 4,353,305 $ 4,612,882 $ 1,781,488 $ 7,184,699 Sales returns and allowances aggregated $ 118,029 and $ 45,298 for the nine months ended September 30, 2022 and year ended December 31, 2021, 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. 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, 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. 10 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. SCHEDULE OF SHORT TERM INVESTMENTS September 30, 2022 Adjusted Cost Realized Gains Realized Losses Fair Value Demand deposits $ 2,230,619 $ — $ — $ 2,230,619 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 4,064,772 — — 4,064,772 $ 6,295,391 $ — $ — $ 6,295,391 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): 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 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 September 30, 2022 and December 31, 2021, the uninsured balance amounted to $ 4,459,897 and $ 29,836,142 , 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. 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. 11 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 last assessed potential impairments of its long-lived assets as of September 30, 2022 and concluded that there was no impairment. Intangible assets include sponsorship networks, tradenames, client agreements, 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. 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 and are also to be reported in the segment information. 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. 12 Non-Controlling Interests Non-controlling interests in the Company’s Consolidated Financial Statements represents the interest in subsidiaries held by our venture partner. The venture partner holds a 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 or loss 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. The adoption of this standard did not 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. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. 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. 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. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. 13 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 adoption of this standard did not have a significant impact on the Company’s financial position and results of operations, 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 amendments in ASU 2019-12 are effective for public business entities for fiscal years beginning after Dec. 15, 2020. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. NOTE 2. INVENTORIES Inventories consisted of the following at September 30, 2022 and December 31, 2021: SCHEDULE OF INVENTORIES September 30, 2022 December 31, 2021 Raw material and component parts– video solutions segment $ 4,960,740 $ 3,062,046 Work-in-process– video solutions segment 4,649 — Finished goods – video solutions segment 8,071,218 8,410,307 Finished goods – ticketing segment 1,698,733 2,102,272 Subtotal 14,735,340 13,574,625 Reserve for excess and obsolete inventory– video solutions segment ( 3,227,488 ) ( 3,353,458 ) Reserve for excess and obsolete inventory – ticketing segment ( 543,936 ) ( 561,631 ) Total inventories $ 10,963,916 $ 9,659,536 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $ 181,381 and $ 153,976 as of September 30, 2022 and December 31, 2021, respectively. NOTE 3. DEBT OBLIGATIONS Debt obligations is comprised of the following: SUMMARY OF DEBT OBLIGATIONS September 30, 2022 December 31, 2021 Economic injury disaster loan (EIDL) $ 150,000 $ 150,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 205,865 317,212 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 436,449 650,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 449,507 — Contingent consideration promissory note – Nobility Healthcare Division Acquisition — — Debt obligations 1,241,821 1,117,212 Less: current maturities of debt obligations 569,934 389,934 Debt obligations, long-term $ 671,887 $ 727,278 14 Debt obligations mature as follows as of September 30, 2022: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS September 30, 2022 2022 (October 1, 2022 to December 31, 2022) $ 142,477 2023 569,983 2024 386,585 2025 3,412 2026 3,542 2027 and thereafter 135,822 Total $ 1,241,821 2020 Small Business Administration Notes . On May 4, 2020, the Company issued a promissory note in connection with the receipt of the Paycheck Protection Program (“PPP”) Loan of $ 1,417,413 (the “PPP Loan”) under the Small Business Administration’s (the “SBA”) PPP Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan had a two -year term and bore interest at a rate of 1.0 % per annum. Monthly principal and interest payments were deferred for nine months after the date of disbursement and total $ 79,851 per month thereafter. The PPP Loan could have been prepaid at any time prior to maturity with no prepayment penalties. The promissory note contained events of default and other provisions customary for a loan of this type. The PPP Loan provided that it may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. The Company used the majority of the PPP Loan amount for qualifying expenses. On December 10, 2020, the Company was fully forgiven of its $ 1,417,413 PPP Loan. Additionally, the Company was fully forgiven, during the three months ended September 30, 2021, of its $ 10,000 EIDL advance received with the PPP Loan. 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 a secured 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 thirty months after the date of disbursement and total $ 731 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. 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 June 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 are 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 $ 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 a reduction 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. 15 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 recorded the contingent consideration promissory note at its estimated fair value of $ 350,000 at the acquisition date. Total principal payments, since its inception, on this contingent consideration promissory note totaled $ 84,208 . The estimated fair value of the June Contingent Note at September 30, 2022 is $ 205,865 , representing an increase in its estimated fair value of $ 20,481 as compared to its estimated fair value as of June 30, 2022. Therefore, the Company recorded a loss of $ 20,481 in the Consolidated Statements of Operations for the three months ended September 30, 2022. The Company recorded a gain of $ 27,139 in the Consolidated Statements of Operations for the nine months ended September 30, 2022. 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 $ 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 a reduction 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 with subsequent changes in fair value recorded as a gain or loss in the Consolidated Statements of Operations. Management recorded the contingent consideration promissory note at its estimated fair value of $ 650,000 at the acquisition date. Principal payments, since its inception, on this contingent consideration promissory note totaled $ 228,127 . The estimated fair value of the August Contingent Note at September 30, 2022 is $ 436,449 , representing an increase in its estimated fair value of $ 79,153 as compared to is estimated fair value as of June 30, 2022. Therefore, the Company recorded a loss of $ 79,153 in the Consolidated Statements of Operations for the three months ended September 30, 2022. The Company recorded a loss of $ 14,576 in the Consolidated Statements of Operations for the nine months ended September 30, 2022. On January 1, 2022, Nobility Healthcare issued another contingent consideration promissory note (the “January Contingent Payment Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “January Sellers”) of $ 750,000 . The January Contingent Payment Note has a two and a half year term and bears interest at a rate of 3.00 % per annum. Quarterly principal and interest payments are deferred for seven months and is due in equal quarterly installments on the tenth business day of each quarter. The principal amount of the January Contingent Payment Note is subject to an earn-out adjustment, being the difference between $ 3,500,000 (the “January Projected Revenue”) and the cash basis revenue (the “January Measurement Period Revenue”) collected by the January Sellers in its normal course of business from the clients existing on January 1, 2022, during the period from April 1, 2022 through March 31, 2023 (the “January Measurement Period”) measured on a quarterly basis and annualized as of the relevant period. If the January Measurement Period Revenue is less than the January Projected Revenue, such amount will be subtracted from the principal balance of this January Contingent Payment Note on a dollar-for-dollar basis. If the January Measurement Period Revenue is more than the January Projected Revenue, such amount will be added to the principal balance of this January Contingent Payment Note on a dollar-for-dollar basis. In no event will the principal balance of this January Contingent Payment Note become a negative number. The maximum downward earn-out adjustment to the principal balance will be a reduction to zero. There are no limits to the increases to the principal balance of the January Contingent Payment Note as a result of the earn-out adjustments. 16 The January 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 $ 750,000 at the acquisition date. Principal payments, since its inception, on this contingent consideration promissory note totaled $ 70,888 . The estimated fair value of the January Contingent Note at September 30, 2022 is $ 449,507 , representing an increase in its estimated fair value of $ 39,244 as compared to is estimated fair value as of June 30, 2022. Therefore, the Company recorded a loss of $ 39,244 in the Consolidated Statements of Operations for the three months ended September 30, 2022. The Company recorded a gain of $ 229,605 in the Consolidated Statements of Operations for the nine months ended September 30, 2022. On February 1, 2022, Nobility Healthcare issued another contingent consideration promissory note (the “February Contingent Payment Note”) in connection with an asset purchase agreement between Nobility Healthcare and a private company (the “February Sellers”) of $ 105,000 . The February 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 seven months and are due in equal quarterly installments on the tenth business day of each quarter. The principal amount of the February Contingent Payment Note is subject to an earn-out adjustment, being the difference between $ 440,000 (the “February Projected Revenue”) and the cash basis revenue (the “February Measurement Period Revenue”) collected by the February Sellers in its normal course of business from the clients existing on February 1, 2022, during the period from May 1, 2022 through April 30, 2023 (the “February Measurement Period”) measured on a quarterly basis and annualized as of the relevant period. If the February Measurement Period Revenue is less than the February Projected Revenue, such amount will be subtracted from the principal balance of this February Contingent Payment Note on a dollar-for-dollar basis. If the February Measurement Period Revenue is more than the February Projected Revenue, such amount will be added to the principal balance of this February Contingent Payment Note on a dollar-for-dollar basis. In no event will the principal balance of this February Contingent Payment Note become a negative number. The maximum downward earn-out adjustment to the principal balance will be a reduction to zero. There are no limits to the increases to the principal balance of the February Contingent Payment Note as a result of the earn-out adjustments. The February 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 $ 105,000 at the acquisition date. The estimated fair value of the February Contingent Note at September 30, 2022 is $ 0 , representing no change in its estimated fair value as compared to is estimated fair value as of June 30, 2022. Therefore, the Company recorded a no change and a gain of $ 105,000 in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022, respectively. There were no principal payments on this contingent consideration promissory note during the three months ended September 30, 2022. NOTE 4. 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) 17 The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ — $ — Contingent consideration promissory notes and contingent consideration earn-out agreement — — 1,091,821 1,091,821 Liabilities, fair value $ — $ — $ 1,091,821 $ 1,091,821 Level 1 Level 2 Level 3 Total 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 Liabilities, fair value $ — $ — $ 15,814,144 $ 15,814,144 The following table represents the change in Level 3 tier value measurements for the periods ended September 30, 2022: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Contingent Consideration Promissory Notes Warrant Derivative Liabilities Balance, December 31, 2021 $ 967,212 $ 14,846,932 Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition 750,000 — Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Acquisition 105,000 — Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 116,198 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions 56,050 — Change in fair value of warrant derivative liabilities — ( 148,171 ) Balance, March 31, 2022 $ 1,762,064 $ 14,698,761 Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 100,624 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions ( 542,096 ) — Change in fair value of warrant derivative liabilities — ( 5,413,618 ) Balance, June 30, 2022 $ 1,119,344 $ 9,285,143 Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 166,400 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions 138,877 — Change in fair value of warrant derivative liabilities — ( 1,164,849 ) Gain on extinguishment of warrant derivative liabilities — ( 3,624,794 ) Issuance of common stock through warrant exchange agreement — ( 4,495,500 ) Balance, September 30, 2022 $ 1,091,821 $ — 18 NOTE 5. ACCRUED EXPENSES Accrued expenses consisted of the following at September 30, 2022 and December 31, 2021: SCHEDULE OF ACCRUED EXPENSES September 30, 2022 December 31, 2021 Accrued warranty expense $ 10,040 $ 13,742 Accrued litigation costs 247,984 250,000 Accrued sales commissions 54,791 30,213 Accrued payroll and related fringes 423,725 453,858 Accrued sales returns and allowances 118,029 45,298 Accrued taxes 147,159 180,486 Other 95,337 202,401 Total accrued expenses $ 1,097,065 $ 1,175,998 Accrued warranty expense was comprised of the following for the nine months ended September 30, 2022: SCHEDULE OF ACCRUED WARRANTY EXPENSE Beginning balance $ 13,742 Provision for warranty expense 56,860 Charges applied to warranty reserve ( 60,562 ) Ending balance $ 10,040 NOTE 6. INCOME TAXES The effective tax rate for the three months ended September 30, 2022 and 2021 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 September 30, 2022, primarily because of the Company’s history of operating losses. The Company has incurred operating losses in recent years, and it continues to be in a three-year cumulative loss position at September 30, 2022. 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 continue to provide a 100 % valuation allowance on its net deferred tax assets. 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. The Company has available to it approximately $ 81.4 million (based on its December 31, 2021 tax return) in net operating loss carryforwards to offset future taxable income as of September 30, 2022. 19 NOTE 7. PREPAID EXPENSES Prepaid expenses were the following at September 30, 2022 and December 31, 2021: SCHEDULE OF PREPAID EXPENSE September 30, 2022 December 31, 2021 Prepaid inventory $ 6,318,369 $ 6,546,100 Prepaid advertising 2,391,925 2,455,527 Other 517,691 727,155 Total prepaid expenses $ 9,227,985 $ 9,728,782 NOTE 8. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at September 30, 2022 and December 31, 2021: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Life September 30, 2022 December 31, 2021 Building 30 years $ 4,909,478 $ 4,909,478 Land — 789,734 789,734 Office furniture, fixtures and equipment 3 - 20 years 2,059,525 493,652 Warehouse and production equipment 3 - 5 years 46,261 65,948 Demonstration and tradeshow equipment 2 - 5 years 72,340 82,337 Building improvements 2 - 15 years 1,331,462 911,940 Rental equipment 1 - 3 years — 8,584 Total cost 9,208,800 7,261,673 Less: accumulated depreciation and amortization ( 801,661 ) ( 420,647 ) Net property, plant and equipment $ 8,407,139 $ 6,841,026 Depreciation expense for the nine months ended September 30, 2022 and September 30, 2021 was $ 381,014 and $ 177,959 , respectively, and is included in general and administrative expenses. NOTE 9. OPERATING LEASE On May 13, 2020, the Company entered into an operating lease for new warehouse and office space, which the Company currently utilizes as one of its office, assembly and warehouse locations. 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 this 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 September 30, 2022, was fifty-one 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. 20 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 September 30, 2022, was thirteen 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 , 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 September 30, 2021. The remaining lease term for the Company’s office and warehouse operating lease as of September 30, 2022, was twenty-two 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 , 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 September 30, 2022, was six months . On September 1, 2021, the Company completed the TicketSmarter Acquisition, in 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 , 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 September 30, 2022 was three months . On January 1, 2022, 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 $ 4,233 to $ 4,626 , with a termination date of June 2025 . 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 January 1, 2022. The remaining lease term for the Company’s office and warehouse operating lease as of September 30, 2022, was thirty-three 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 six operating leases was approximately $ 140,967 and $ 415,269 , during the three and nine months ended September 30, 2022, respectively. The weighted-average remaining lease term related to the Company’s lease liabilities as of September 30, 2022 was 3.5 years. 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 % . 21 The following sets forth the operating lease right of use assets and liabilities as of September 30, 2022: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 846,521 Liabilities: Operating lease obligations-current portion $ 304,294 Operating lease obligations-less current portion 610,422 Total operating lease obligations $ 914,716 Following are the minimum lease payments for each year and in total: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2022 (October 1, to December 31, 2022) $ 125,174 2023 305,627 2024 245,761 2025 196,462 Thereafter 175,113 Total undiscounted minimum future lease payments 1,048,137 Imputed interest ( 133,421 ) Total operating lease liability $ 914,716 NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets consisted of the following at September 30, 2022 and December 31, 2021: SCHEDULE OF INTANGIBLE ASSETS September 30, 2022 December 31, 2021 Gross value Accumulated amortization Net carrying value Gross value Accumulated amortization Net carrying value Amortized intangible assets: Licenses (video solutions segment) $ 198,651 $ 76,570 $ 122,081 $ 194,286 $ 65,578 $ 128,708 Patents and trademarks (video solutions segment) 472,078 268,008 204,070 493,945 233,471 260,474 Sponsorship agreement network (ticketing segment) 5,600,000 1,213,333 4,386,667 5,600,000 373,333 5,226,667 SEO content (ticketing segment) 600,000 162,500 437,500 600,000 50,000 550,000 Personal seat licenses (ticketing segment) 180,081 6,501 173,580 201,931 2,244 199,687 Client agreements (revenue cycle management segments) 999,034 101,888 897,146 — — — 8,049,844 1,828,800 6,221,044 7,090,162 724,626 6,365,536 Indefinite life intangible assets: Goodwill (ticketing and revenue cycle management segments) 11,367,514 — 11,367,514 9,931,547 — 9,931,547 Trade name (ticketing segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending (video solutions segment) 41,980 — 41,980 5,430 — 5,430 Total $ 20,059,338 $ 1,828,870 $ 18,230,538 $ 17,627,139 $ 724,626 $ 16,902,513 22 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 three months ended September 30, 2022 and 2021 was $ 460,489 and $ 40,211 , respectively, and $ 1,177,759 and $ 100,069 , for the nine months ended September 30, 2022 and 2021, 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 (October 1, to December 31, 2022) $ 385,204 2023 1,485,846 2024 1,435,289 2025 1,342,778 2026 and thereafter 1,571,927 Total $ 6,221,044 NOTE 11. OTHER ASSETS Other assets were the following at September 30, 2022 and December 31, 2021: SCHEDULE OF OTHER ASSETS September 30, 2022 December 31, 2021 Lease receivable $ 4,188,227 $ 1,921,021 Sponsorship network 1,733,264 30,752 Other 311,584 155,526 Total other assets $ 6,233,075 $ 2,107,299 NOTE 12. 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. 23 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). To date, we have eased many of these modifications. However, we may in the future reinstitute the same or similar changes or 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 re-evaluate and update accruals as matters progress over time. On May 31, 2022, the Company filed a lawsuit against Culp McAuley, Inc. (“defendant”) in the United States District Court for the District of Kansas. The lawsuit arises from the defendant’s multiple breaches of its obligations to the Company. The Company seeks monetary damages and injunctive relief based on certain conduct by the defendant. On July 18, 2022, the defendant filed its Answer to the Company’s Verified Complaint and included Counterclaims alleging breach of contract and seeking monetary damages. On August 8, 2022, the Company filed its Reply and Affirmative Defenses to the Counterclaims by, among other things, denying the allegations and any and all liability. We have not concluded that a material loss related to the allegations is probable, nor have we accrued a liability related to these claims. Although we believe a loss could be reasonably possible (as defined in ASC 450), we do not have sufficient information to determine the amount or range of reasonably possible loss with respect to the potential damages given that the dispute is yet to enter the discovery process. We will continue to vigorously pursue these claims, and we continue to believe that we have valid grounds for recovery of the disputed deliverables. However, there can be no assurances as to the outcome of the dispute. While the ultimate resolutions are unknown, based on the information currently available, we do not expect that this lawsuit will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition and 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. Notice of Delisting On July 7, 2022, the Company, received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), because the closing bid price of the Company’s common stock was below $ 1.00 per share for the previous thirty (30) consecutive business days. The Notice has no immediate effect on the listing of the Common Stock, which will continue to trade uninterrupted on the Nasdaq Capital Market under the ticker “DGLY.” Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted 180 calendar days from the date of the Notice, or until January 3, 2023 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. If at any time during the Compliance Period, the bid price of the Common Stock closes at or above $ 1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance with the Minimum Bid Price Requirement and the matter will be closed. In the event the Company does not regain compliance with the Minimum Bid Price Requirement by January 3, 2023, the Company may be eligible for an additional 180-calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice to Nasdaq of its intent to regain compliance with such requirement during such second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting from the Nasdaq Capital Market. 24 NOTE 13. STOCK-BASED COMPENSATION The Company recorded pre-tax compensation expense related to the grant of stock options and restricted stock issued of $ 251,733 and $ 491,950 for the three months ended September 30, 2022 and 2021, and $ 1,028,084 and $ 1,186,771 for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, 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 the Company’s employees, non-employee directors and others for up to a total of 6,675,000 shares of common stock. The 2005 Plan terminated during 2015 with 21,553 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 September 30, 2022 total 5,689 . The 2006 Plan terminated during 2016 with 54,787 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 September 30, 2022 total 10,625 . 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 September 30, 2022. The 2008 Plan terminated during 2018 with 40,499 shares not awarded or underlying options, which shares are now unavailable for issuance. There were no stock options granted under the 2008 Plan that remain unexercised and outstanding as of September 30, 2022. The Company believes that such awards better align the interests of our employees with those of its stockholders. Stock option grants. The Board of Directors has granted stock options under the Plans. These option awards have been granted with an exercise price equal to the market price of the Company’s 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 190,845 shares remained available for awards under the various Plans as of September 30, 2022. The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. A summary of all stock option activity under the Plans for the nine months ended September 30, 2022 is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2021 1,086,063 $ 2.37 Granted 25,000 0.98 Exercised — — Forfeited ( 32,063 ) ( 4.04 ) Outstanding at September 30, 2022 1,079,000 $ 2.29 Exercisable at September 30, 2022 1,079,000 $ 2.29 25 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 nine months ended September 30, 2022 was $ 22,768 . Following are certain estimates and assumptions utilized as of the issuance date to determine the grant-date fair value of the stock options issued during 2022: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION Volatility – range 111.67 % Risk-free rate 1.8 % Contractual term 10.0 years Exercise price $ 0.98 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 nine months ended September 30, 2022 and 2021. The aggregate intrinsic value of options outstanding was $- 0 - and $- 0 -, at September 30, 2022 and December 31, 2021, respectively. The aggregate intrinsic value of options exercisable was $- 0 - and $- 0 -, at September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, the unrecognized portion of stock compensation expense on all existing stock options was $- 0 -. 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 September 30, 2022: 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 $ 2.49 740,000 7.9 years 740,000 7.9 years $ 2.50 to $ 3.49 302,000 5.7 years 302,000 5.7 years $ 3.50 to $ 4.49 37,000 3.0 years 37,000 3.0 years 1,079,000 7.1 years 1,079,000 7.1 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 five 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 Plans for the nine months ended September 30, 2022 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2021 1,057,375 $ 1.87 Granted 715,000 1.07 Vested ( 570,875 ) ( 1.77 ) Forfeited ( 65,000 ) ( 1.06 ) Nonvested balance, September 30, 2022 1,136,500 $ 1.46 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 September 30, 2022, there were $ 627,217 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next fifty-two months in accordance with their respective vesting scale. 26 The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of shares 2022 (October 1, 2022 through December 31, 2022) 12,000 2023 663,000 2024 279,000 2025 80,000 2026 72,500 2027 30,000 NOTE 14. 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 1,349,178 shares of common stock at $ 2.60 to $ 3.36 per share as of September 30, 2022. The warrants expire from February 23, 2023 through July 31, 2023 and under certain circumstances 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 warrants issued on January 14, 2021 consist of (i) pre-funded warrants to purchase up to 7,200,000 shares of common stock and (ii) common stock purchase warrants (“January Warrants”) to purchase up to an aggregate of 10,000,000 shares of common stock. The warrants issued on February 1, 2021 consist of (i) pre-funded warrants to purchase up to 11,050,000 shares of common stock and (ii) common stock purchase warrants (“February Warrants”) to purchase up to an aggregate of 14,300,000 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 certain investors cancelling February Warrants exercisable for an aggregate of 7,681,540 shares of common stock in consideration for its issuance of new warrants (the “Exchange Warrants”) to such 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. 27 On the date of the exchange, the cancelled 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 during 2021. 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 On August 23, 2022, the Company entered into a Warrant Exchange Agreement (the “Warrant Exchange Agreements”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors an aggregate of 6,075,000 shares of Common Stock in exchange for the cancellation by the Investors of the January Warrants, the Exchange Warrants and the Replacement Originals Warrants. On the date of the exchange, the Company calculated the fair value of the issuance of common shares pursuant to the Warrant Exchange Agreements, attributing that value to common stock and additional paid in capital. The remaining value of the warrant derivative liability was attributed to an income from change in fair market value of warrant derivative liabilities and gain on extinguishment of warrant derivative liabilities in the consolidated statement of operations. On the date of the Warrant Exchange Agreement, using the Black-Scholes method, the fair value of the warrant derivative liability was $ 8.1 million, compared to $ 9.3 million at June 30, 2022, resulting in income from change in fair market value of warrant derivative liabilities of $ 1.2 million during the three months ended September 30, 2022. Further, the value of the issued shares of Common Stock was $ 4.5 million, applied to additional paid in capital, resulting in a gain on the extinguishment of warrant derivative liabilities of $ 3.6 million during the three months ended September 30, 2022. Terms at August 23, 2022 Volatility - range 103.7 % Risk-free rate 3.17 - 3.36 % Dividend 0 % Remaining contractual term 3.4 - 4.1 years Exercise price $ 3.25 Common stock issuable under the warrants 24,300,000 Fluctuations in the Company’s stock price is 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 following table summarizes information about shares issuable under warrants outstanding during the nine months ended September 30, 2022: SUMMARY OF WARRANT ACTIVITY Warrants Weighted average exercise price Vested Balance, January 1, 2022 26,008,598 $ 3.24 Granted — — Exercised — — Forfeited/cancelled ( 24,659,420 ) 3.25 Vested Balance, September 30, 2022 1,349,178 $ 3.01 The total intrinsic value of all outstanding warrants aggregated $- 0 - as of September 30, 2022, and the weighted average remaining term is 7 months. The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase shares of common stock as of September 30, 2022: 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 0.8 years $ 3.00 316,800 0.5 years $ 3.36 566,666 0.4 years 1,349,178 0.6 years 28 NOTE 15. STOCKHOLDERS’ EQUITY Cancellation of Restricted Stock During the nine months ended September 30, 2022, the Company cancelled 65,000 restricted shares of common stock due to forfeiture reasons. 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 the nine months ended September 30, 2022, the Company repurchased 3,725,986 shares of its common stock for $ 4,026,523 , in accordance with the Program. SCHEDULE OF STOCK REPURCHASE Period Total Number of Shares Purchased Average Price Paid per Shares Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program December 2021 1,734,838 $ 1.14 1,734,838 — January 2022 697,093 1.11 697,093 — February 2022 692,984 1.12 692,984 — March 2022 485,957 1.06 485,957 — April 2022 595,476 1.14 595,476 — May 2022 716,911 1.08 716,911 — June 2022 537,565 0.96 537,565 — Total all plans 5,460,824 $ 1.10 5,460,824 $ 3,998,398 On June 30, 2022, the board of directors of the Company elected to terminate the Program, effective immediately. The Program began in December 2021, with the Company purchasing a total of 5,460,824 shares at a cost of $ 6,001,602 through June 30, 2022. 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 loss attributable to noncontrolling interests of consolidated subsidiary of $ 16,596 and a net loss of $ 19,863 for the three months ended September 30, 2022 and 2021, and a net income of $ 268,636 and a net loss of $ 19,863 for the nine months ended September 30, 2022 and 2021, respectively. 29 NOTE 16. NET EARNINGS (LOSS) PER SHARE The calculation of the weighted average number of shares outstanding and loss per share outstanding for the three and nine months ended September 30, 2022 and 2021 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2022 2021 2022 2021 Three Months Ended September 30, Nine months Ended September 30, 2022 2021 2022 2021 Numerator for basic and diluted income per share – Net income (loss) attributable to common stockholders $ ( 1,902,475 ) $ 8,068,799 $ ( 9,568,134 ) $ 24,408,170 Denominator for basic loss per share – weighted average shares outstanding 50,365,218 51,809,435 49,973,619 49,404,794 Dilutive effect of shares issuable under stock options and warrants outstanding — — — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 50,365,218 51,809,435 49,973,619 49,404,794 Net loss per share: Basic $ ( 0.04 ) $ 0.16 $ ( 0.19 ) $ 0.49 Diluted $ ( 0.04 ) $ 0.16 $ ( 0.19 ) $ 0.49 Basic income (loss) per share is based upon the weighted average number of common shares outstanding during the period. For the three and nine months ended September 30, 2022 and 2021, all shares issuable upon the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. NOTE 17. 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 promissory 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 and, 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. 30 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 8 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 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 and final estimated fair value of assets acquired, and liabilities assumed in the Healthcare Acquisition were as follows: SCHEDULE OF PRELIMINARY AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Purchase price allocation Description Preliminary as allocated June 30, 2021 Final as allocated June 30, 2022 Assets acquired: Tangible assets acquired, consisting of acquired cash, accounts receivable and right of use asset $ 174,351 $ 174,351 Intangible assets acquired – Client Agreements $ 174,351 $ 174,351 Intangible assets acquired – client agreements — 457,079 Goodwill 1,125,000 667,921 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 77,158 Liabilities assumed pursuant to stock purchase agreement 77,158 77,158 Net assets acquired and liabilities assumed $ 1,376,509 $ 1,376,509 Consideration: Cash paid at Healthcare Acquisition date $ 1,026,509 $ 1,026,509 Contingent consideration earn-out agreement 350,000 350,000 Total Healthcare Acquisition purchase price $ 1,376,509 $ 1,376,509 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 IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through September 30, 2022 Estimated useful life Identifiable intangible assets: Client agreements $ 457,079 $ 57,135 10 years For the period from the date of the Healthcare Acquisition to June 30, 2022, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through June 30, 2022, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values of client agreements and 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 3, “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. 31 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 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 and final 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 Preliminary As allocated Final As allocated Purchase price allocation Preliminary As allocated Final As allocated Description September 30, 2021 September 30, 2022 Assets acquired: Tangible assets acquired $ 401,547 $ 401,547 Identifiable intangible assets acquired – client agreements — 206,955 Goodwill 2,920,000 2,713,045 Liabilities assumed pursuant to stock purchase agreement ( 401,547 ) ( 401,547 ) Net assets acquired and liabilities assumed $ 2,920,000 $ 2,920,000 Consideration: Cash paid at Healthcare Acquisition date $ 2,270,000 $ 2,270,000 Contingent consideration earn-out agreement 650,000 650,000 Total Healthcare Acquisition purchase price $ 2,920,000 $ 2,920,000 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 IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through September 30, 2022 Estimated useful life Identifiable intangible assets: Client agreements $ 206,955 $ 22,420 10 years For the period from the date of the Healthcare Acquisition to August 31, 2022, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through August 31, 2022, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values of client agreements and 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 3, “Debt Obligations”. On January 1, 2022, 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 $ 1,153,626 . 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 $ 750,000 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 $ 1,903,626 . Total acquisition related costs aggregated $ 7,996 , which was expensed as incurred. 32 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 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. There was no change from the preliminary estimated fair value to the final estimated fair value of assets acquired, and liabilities assumed in the Healthcare Acquisition, those value were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Tangible assets acquired $ 190,631 Goodwill 2,100,000 Liabilities assumed pursuant to stock purchase agreement ( 387,005 ) Total assets acquired and liabilities assumed $ 1,903,626 Consideration: Cash paid at acquisition date $ 1,153,626 Contingent consideration promissory note 750,000 Total acquisition purchase price $ 1,903,626 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 3, “Debt Obligations”. On February 1, 2022, the Company’s revenue cycle management segment completed an asset acquisition from another private medical billing company (the “Medical Billing Asset Acquisition”). In accordance with the asset purchase agreement, Nobility Healthcare agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 230,000 . 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 Asset Acquisition in the principal amount of $ 105,000 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 $ 335,000 . Total acquisition related costs aggregated $ 10,322 , which was expensed as incurred. 33 In accordance with ASC 805, “Business Combinations”, the acquisition method of accounting is used, and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs were expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for the intangible assets acquired were agreed to by both buyer and seller. The estimated fair value of intangible assets acquired in the Medical Billing Asset Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Intangible assets acquired – client agreements $ 335,000 Total assets acquired and liabilities assumed $ 335,000 Consideration: Cash paid at acquisition date $ 230,000 Contingent consideration promissory note 105,000 Total acquisition purchase price $ 335,000 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 IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through September 30, 2022 Estimated useful life Identifiable intangible assets: Client agreements $ 335,000 $ 22,333 10 years The change in fair value of the contingent consideration is more fully described in Note 3, “Debt Obligations” and will be estimated on a quarterly basis. NOTE 18. 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”) (such acquisitions, 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. 34 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 and final estimated fair value of assets acquired, and liabilities assumed in the TicketSmarter Acquisition were as follows: SCHEDULE OF PRELIMINARY AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION As allocated Final as allocated Purchase price allocation As allocated Final 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 ) Liabilities assumed pursuant to stock purchase agreement ( 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 September 30, 2022 Estimated useful life Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 1,213,333 5 years Search engine optimization/content 600,000 162,500 4 years $ 6,800,000 $ 1,375,833 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. There were no adjustments to the allocation of the purchase price during the three and nine months ended September 30, 2022. 35 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 3, “Debt Obligations”. NOTE 19. 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, and are 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 it 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 acts 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 September 30, 2022, and September 30, 2021: SCHEDULE OF SEGMENT REPORTING 2022 2021 2022 2021 Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net Revenues: Video Solutions $ 2,092,927 $ 2,028,660 $ 6,152,733 $ 7,058,161 Revenue Cycle Management 2,015,112 2,050,679 6,039,807 2,050,679 Ticketing 4,376,114 560,483 15,937,852 560,483 Total Net Revenues $ 8,484,153 $ 4,639,822 $ 28,130,392 $ 9,669,323 Gross Profit (Loss): Video Solutions $ 515,615 $ 590,447 $ 1,543,057 $ 2,663,131 Revenue Cycle Management 866,277 197,682 2,520,709 197,682 Ticketing ( 786,392 ) 612,441 190,432 612,441 Total Gross Profit $ 595,500 $ 1,400,570 $ 4,254,198 $ 3,473,254 Operating Income (loss): Video Solutions $ ( 1,481,048 ) $ ( 940,039 ) $ ( 4,327,049 ) $ ( 1,919,559 ) Revenue Cycle Management 117,844 ( 40,537 ) 236,628 ( 40,537 ) Ticketing ( 2,149,412 ) 44,026 ( 5,915,953 ) 44,026 Corporate ( 3,054,407 ) ( 2,662,423 ) ( 10,025,236 ) ( 7,165,483 ) Total Operating Income (Loss) $ ( 6,567,023 ) $ ( 3,598,973 ) $ ( 20,031,610 ) $ ( 9,081,553 ) Depreciation and Amortization: Video Solutions $ 213,446 $ 119,560 $ 584,266 $ 236,131 Revenue Cycle Management 320,004 2,890 959,366 2,890 Ticketing 102,211 609 102,575 609 Total Depreciation and Amortization $ 635,661 $ 123,059 $ 1,646,207 $ 239,630 September 30, 2022 December 31, 2021 Assets (net of eliminations): Video Solutions $ 33,656,285 $ 25,983,348 Revenue Cycle Management 2,446,740 934,095 Ticketing 15,072,548 12,260,780 Corporate 17,221,891 43,810,974 Total Identifiable Assets $ 68,397,464 $ 82,989,197 The segments recorded noncash items affecting 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 $ 3,227,488 and a reserve for the ticketing segment of $ 543,936 . 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. 36 NOTE 20. RELATED PARTY TRANSACTIONS Transactions with Managing Member of Nobility Healthcare On January 27, 2022, the Board of Directors appointed Christian J. Hoffmann, III as a member of the Board, effective immediately. Mr. Hoffmann is a principal owner and manager of Nobility, LLC which is currently the managing member of our consolidated subsidiary Nobility Healthcare, LLC. Nobility, LLC is currently the managing member of Nobility Healthcare, LLC. The Company has advanced a total of $ 158,384 in the form of a working capital loan to Nobility, LLC in order to fund capital expenditures necessary for the initial growth of the joint venture during 2021. The outstanding balance of the working capital loan was $ 138,384 as of September 30, 2022 and the Company anticipates full repayment of this advance during the year ended December 31, 2022. During the nine months ended September 30, 2022, the Company paid distributions to the noncontrolling in consolidated subsidiary totaling $ 15,692 . On August 1, 2022, Mr. Hoffmann resigned as a member of the Board, effective immediately. He remains as a principal owner and manager of Nobility, LLC which is currently the managing member of our consolidated subsidiary Nobility Healthcare, LLC. NOTE 21. SUBSEQUENT EVENTS Preferred Stock Transaction On October 13, 2022, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Preferred Stock Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “Offering”), 1,400,000 shares of the Company’s Series A Convertible Redeemable Preferred Stock, par value $ 0.001 per share (the “Series A Preferred Stock”), and 100,000 shares of the Company’s Series B Convertible Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”), at an offering price of $ 9.50 per share, representing a 5% original issue discount to the stated value of $ 10.00 per share, for gross aggregate proceeds of $ 15 million in the Offering, before the deduction of discounts, fees and offering expenses. The shares of Preferred Stock will, under certain circumstances, be convertible into shares of the Company’s common stock, at the option of the holders of the Preferred Stock and, in certain circumstances, by the Company. In connection with the Offering, the Company agreed to pay A.G.P./Alliance Global Partners (the “Financial Advisor”) an aggregate cash fee equal to $ 750,000 and to reimburse the Financial Advisor for certain of its expenses in an amount not to exceed $135,000. The Company has called an annual meeting of stockholders to consider amendments (the “Amendments”) to the Company’s Articles of Incorporation (the “Charter”), (i) to authorize an increase in the number of shares of Common Stock that the Company is authorized to issue under the Charter (the “Authorized Share Increase Amendment”) and (ii) to authorize the Company, in the sole and absolute discretion of the Board of Directors, to effect a reverse stock split of the outstanding shares of Common Stock by a ratio to be determined by the Board of Directors (the “Reverse Stock Split Amendment” and, together with the Authorized Share Increase Amendment, the “Amendments”). The holders of the Series A Preferred Stock and Series B Preferred Stock have the right to require the Company to redeem their shares of the relevant series at a price per share equal to 105% of the stated value of such shares commencing (i) after the earlier of (1) the receipt of stockholder approval of the Amendments and (2) sixty (60) days after the closing of the Offering and (ii) before the date that is ninety (90) days after such closing. The Company has the option to redeem the Series A Preferred Stock and Series B Preferred Stock at a price per share equal to 105% of the stated value of such shares commencing after the 90th day following the closing of the Offering, subject to the holders’ rights to convert the shares prior to such redemption. The proceeds of the Offering are being held in an escrow account, along with the additional amount that would be necessary to fund the 105% redemption price until the expiration of the redemption period for the Preferred Stock, as applicable, subject to the earlier payment to redeeming holders. Upon expiration of the redemption period, any proceeds remaining in the escrow account will be disbursed to the Company. The Offering closed on October 19, 2022. ************************************* 37