KUSTOM ENTERTAINMENT, INC. 10-Q

Item 1 – Financial Statements. DIGITAL ALLY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 September 30, 2023 (Unaudited) December 31, 2022 Assets Current assets: Cash and cash equivalents $ 2,207,831 $ 3,532,199 Accounts receivable – trade, net of $ 200,667 allowance – September 30, 2023 and $ 152,736 – December 31, 2022 2,022,730 2,044,056 Other receivables, net of $ 5,000 allowance – September 30, 2023 and $ 0 – December 31, 2022 (including $ 0 due from related parties – September 30, 2023 and $ 138,384 – December 31, 2022, refer to Note 20) 2,617,812 4,076,522 Inventories, net 5,194,779 6,839,406 Prepaid expenses 7,323,615 8,466,413 Total current assets 19,366,767 24,958,596 Property, plant, and equipment, net 7,451,042 7,898,686 Goodwill and other intangible assets, net 16,861,228 17,872,970 Operating lease right of use assets, net 1,034,518 782,129 Income tax receivable 9,447 — Other assets 6,633,072 5,155,681 Total assets $ 51,356,074 $ 56,668,062 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 12,589,610 $ 9,477,355 Accrued expenses 2,808,068 1,090,967 Current portion of operating lease obligations 264,958 294,617 Contract liabilities – current portion 2,751,983 2,154,874 Notes payable – related party – current portion 2,106,000 — Debt obligations, net – current portion 2,213,148 485,373 Warrant derivative liabilities 1,412,820 — Income taxes payable — 8,097 Total current liabilities 24,146,587 13,511,283 Long-term liabilities: Debt obligations – long term 147,721 442,467 Operating lease obligation – long term 837,755 555,707 Contract liabilities – long term 7,134,547 5,818,082 Notes payable – related party – long term 219,000 — Lease Deposit 10,445 — Total liabilities 32,496,055 20,327,539 Commitments and contingencies - - Stockholders’ Equity: Common stock, $ 0.001 par value per share; 200,000,000 shares authorized; shares issued: 2,800,752 shares issued – September 30, 2023 and 2,720,170 shares issued – December 31, 2022 2,801 2,721 Additional paid in capital 128,367,929 127,869,342 Noncontrolling interest in consolidated subsidiary 677,318 448,694 Accumulated deficit ( 110,188,029 ) ( 91,980,234 ) Total stockholders’ equity 18,860,019 36,340,523 Total liabilities and stockholders’ equity $ 51,356,074 $ 56,668,062 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, 2023 AND 2022 (unaudited) 2023 2022 2023 2022 For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Revenue: Product $ 2,095,237 $ 3,062,373 $ 7,626,706 $ 7,682,614 Service and other 4,242,462 5,421,780 14,687,813 20,447,778 Total revenue 6,337,699 8,484,153 22,314,519 28,130,392 Cost of revenue: Product 2,587,750 3,262,457 7,108,366 8,154,984 Service and other 2,523,800 4,626,196 9,698,175 15,721,210 Total cost of revenue 5,111,550 7,888,653 16,806,541 23,876,194 Gross profit 1,226,149 595,500 5,507,978 4,254,198 Selling, general and administrative expenses: Research and development expense 564,146 616,174 2,039,361 1,654,395 Selling, advertising and promotional expense 1,932,982 1,832,916 5,885,097 7,375,364 General and administrative expense 3,877,064 4,713,433 13,845,074 15,256,049 Total selling, general and administrative expenses 6,374,192 7,162,523 21,769,532 24,285,808 Operating loss ( 5,148,043 ) ( 6,567,023 ) ( 16,261,554 ) ( 20,031,610 ) Other income (expense): Interest income 12,986 13,333 84,071 116,928 Interest expense ( 959,898 ) ( 14,255 ) ( 2,480,947 ) ( 39,766 ) Other income (loss) 25,394 ( 1,892 ) 76,180 41,167 Loss on accrual for legal settlement — — ( 1,792,308 ) — Loss on conversion of convertible note — — ( 93,386 ) — Change in fair value of contingent consideration promissory notes 19,888 ( 138,877 ) 177,909 347,169 Change in fair value of short-term investments — — — ( 84,818 ) Change in fair value of warrant derivative liabilities 1,863,326 1,164,849 1,803,560 6,726,638 Gain on extinguishment of liabilities 507,304 — 507,304 — Gain on extinguishment of warrant derivative liabilities — 3,624,794 — 3,624,794 Total other income (expense) 1,469,000 4,647,952 ( 1,717,617 ) 10,732,112 Loss before income tax benefit ( 3,679,043 ) ( 1,919,071 ) ( 17,979,171 ) ( 9,299,498 ) Income tax benefit — — — — Net loss ( 3,679,043 ) ( 1,919,071 ) ( 17,979,171 ) ( 9,299,498 ) Net (income) attributable to noncontrolling interests of consolidated subsidiary ( 29,630 ) 16,596 ( 228,624 ) ( 268,636 ) Net loss attributable to common stockholders $ ( 3,708,673 ) $ ( 1,902,475 ) $ ( 18,207,795 ) $ ( 9,568,134 ) Net loss per share information: Basic $ ( 1.32 ) $ ( 0.76 ) $ ( 6.55 ) $ ( 3.83 ) Diluted $ ( 1.32 ) $ ( 0.76 ) $ ( 6.55 ) $ ( 3.83 ) Weighted average shares outstanding: Basic 2,800,752 2,518,261 2,779,530 2,498,681 Diluted 2,800,752 2,518,261 2,779,530 2,498,681 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, 2023 AND 2022 (Unaudited) Common Stock Additional Paid In Noncontrolling interest in consolidated Accumulated Shares Amount Capital subsidiary deficit Total Balance, December 31, 2021 2,545,220 $ 2,545 $ 124,476,447 $ 56,453 $ ( 68,672,206 ) $ 55,863,239 Stock-based compensation — — 394,749 — — 394,749 Restricted common stock grant 35,750 36 ( 36 ) — — — Restricted common stock forfeitures ( 750 ) ( 1 ) 1 — — — Repurchase and cancellation of common stock ( 93,802 ) ( 94 ) — — ( 2,063,674 ) ( 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 2,486,418 $ 2,486 $ 124,871,161 $ ( 57,333 ) $ ( 77,336,028 ) $ 47,480,286 Stock-based compensation — — 381,602 — — 381,602 Restricted common stock forfeitures ( 2,500 ) ( 3 ) 3 — — — Repurchase and cancellation of common stock ( 92,498 ) ( 92 ) — — ( 1,962,663 ) ( 1,962,755 ) Net income (loss) — — — 383,326 ( 1,065,513 ) ( 682,187 ) Balance, June 30, 2022 2,391,420 $ 2,391 $ 125,252,766 $ 325,993 $ ( 80,364,204 ) $ 45,216,946 Issuance of common stock through warrant exchange agreement 303,750 304 4,495,196 — — 4,495,500 Stock-based compensation — — 251,733 — — 251,733 Net loss — — — ( 16,596 ) ( 1,902,475 ) ( 1,919,071 ) Balance, September 30, 2022 2,695,170 $ 2,695 $ 129,999,695 $ 309,397 $ ( 82,266,679 ) $ 48,045,108 Balance, December 31, 2022 2,720,170 $ 2,721 $ 127,869,342 448,694 $ ( 91,980,234 ) $ 36,340,523 Stock-based compensation — — 114,848 — — 114,848 Restricted common stock grant 35,000 35 ( 35 ) — — — Issuance due to rounding from reverse stock split 54 — — — — Net Income (loss) — — — 126,239 ( 6,105,818 ) ( 5,979,579 ) Balance, March 31, 2023 2,755,224 $ 2,756 $ 127,984,155 $ 574,933 $ ( 98,086,052 ) $ 30,475,792 Balance 2,755,224 $ 2,756 $ 127,984,155 $ 574,933 $ ( 98,086,052 ) $ 30,475,792 Stock-based compensation — — 179,483 — — 179,483 Restricted common stock forfeitures ( 3,625 ) ( 4 ) 4 — — — Issuance due to rounding from reverse stock split 24,154 24 ( 24 ) — — — Conversion of convertible note into common stock 25,000 25 119,725 — — 119,750 Net Income (loss) — — — 72,755 ( 8,393,304 ) ( 8,320,549 ) Balance, June 30, 2023 2,800,753 $ 2,801 $ 128,283,343 $ 647,688 $ ( 106,479,356 ) $ 22,454,476 Stock-based compensation — — 84,586 — — 84,586 Net Income (loss) — — — 29,630 ( 3,708,673 ) ( 3,679,043 ) Balance, September 30, 2023 2,800,753 $ 2,801 $ 128,367,929 $ 677,318 $ ( 110,188,029 ) $ 18,860,019 Balance 2,800,753 $ 2,801 $ 128,367,929 $ 677,318 $ ( 110,188,029 ) $ 18,860,019 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, 2023 AND 2022 (Unaudited) 2023 2022 For the nine months ended September 30, 2023 2022 Cash Flows From Operating Activities: Net loss $ ( 17,979,171 ) $ ( 9,299,498 ) Adjustments to reconcile net loss to net cash flows used in operating activities: Depreciation and amortization 1,656,627 1,646,207 Stock-based compensation 378,917 1,028,084 Non-cash interest expense 576,380 — Change in fair value of warrant derivative liabilities ( 1,803,560 ) ( 6,726,638 ) Gain on extinguishment of liabilities ( 507,304 ) — Gain on extinguishment of warrant derivative liabilities — ( 3,624,794 ) Convertible debt discount amortization 1,887,273 — Loss on conversion of debt 93,386 — Provision for inventory obsolescence ( 918,571 ) 143,664 Provision for doubtful accounts receivable 47,931 ( 161,239 ) Allowance for doubtful lease reserve 5,000 — Change in fair value of contingent consideration promissory note ( 177,909 ) ( 347,169 ) Change in operating assets and liabilities: (Increase) decrease in: Accounts receivable – trade ( 26,605 ) 143,937 Accounts receivable – other 1,453,710 ( 3,426,732 ) Inventories 2,563,198 ( 1,448,044 ) Prepaid expenses 1,142,798 531,508 Operating lease right of use assets 285,667 306,783 Other assets ( 1,477,391 ) ( 4,125,776 ) Increase (decrease) in: Accounts payable 3,619,557 5,133,934 Accrued expenses 1,717,101 ( 106,800 ) Income taxes payable ( 17,544 ) 9,969 Lease deposit 10,445 — Operating lease obligations ( 285,667 ) ( 306,782 ) Contract liabilities 1,913,574 2,831,394 Net cash used in operating activities ( 5,842,158 ) ( 17,797,992 ) Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 86,348 ) ( 1,947,127 ) Additions to intangible assets ( 110,893 ) ( 158,218 ) Cash paid for acquisition of Medical Billing Company — ( 1,153,627 ) Cash paid for asset acquisition of Medical Billing Company — ( 230,000 ) Net cash used in investing activities ( 197,241 ) ( 3,488,972 ) 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 of convertible debt with detachable warrants 2,640,000 — Net proceeds of related party note payable 2,325,000 — Proceeds – Commercial Extension of Credit – Entertainment Segment 1,224,577 — Payments on Commercial Extension of Credit – Entertainment Segment ( 1,156,441 ) — Principal payment on contingent consideration promissory notes ( 318,105 ) ( 383,222 ) Net cash (used in) provided by financing activities 4,715,031 ( 4,425,437 ) Net decrease in cash and cash equivalents ( 1,324,368 ) ( 25,712,401 ) Cash, cash equivalents, beginning of period 3,532,199 32,007,792 Cash, cash equivalents, end of period $ 2,207,831 $ 6,295,391 Supplemental disclosures of cash flow information: Cash payments for interest $ 26,220 $ 44,783 Cash payments for income taxes $ 9,447 $ 9,969 Supplemental disclosures of non-cash investing and financing activities: ROU and lease liability recorded on extension of lease $ 538,056 $ — Conversion of convertible notes payable into common stock $ 119,750 $ — Issuance of common stock through warrant exchange agreement $ — $ 4,495,500 Issuance of contingent consideration promissory note for business acquired $ — $ 855,000 Assets acquired in business acquisitions $ — $ 190,631 Liabilities assumed in the business acquisition $ — $ 387,005 Goodwill acquired in business acquisitions $ — $ 2,100,000 Restricted common stock grant $ 35 $ 715 Reverse stock split rounding issuances $ 24 $ — Restricted common stock forfeitures $ 4 $ 65 Debt discount on convertible note $ 3,000,000 $ — 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 (“Digital Ally Healthcare”), TicketSmarter, Inc. (“TicketSmarter”), Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc. (“Kustom 440”), Kustom Entertainment, 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 Entertainment 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 Entertainment 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. 7 Business Combination In June 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Clover Leaf Capital Corp., a Delaware corporation (Nasdaq: CLOE) (“Clover Leaf”), CL Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Clover Leaf (“Merger Sub”), Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of Clover Leaf in accordance with the terms and conditions of the Merger Agreement, and Kustom Entertainment, Inc., a Nevada corporation, a wholly owned subsidiary of the Company, with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies (“Kustom”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom, with Kustom continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Clover Leaf. Upon the Closing which is subject to the approval of Clover Leaf’s shareholders and the satisfaction or waiver of certain other customary closing conditions, the common stock of the combined company is expected to be listed on the Nasdaq under a mutually agreed new ticker symbol that reflects the name “Kustom Entertainment”. 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 period ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The balance sheet at December 31, 2022 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, 2022. Uncertainty Due to Geopolitical Events Due to the Hamas-Israel and Russia-Ukraine conflicts, there has been uncertainty and disruption in the global economy. Although these events did not have a direct material adverse impact on the Company’s financial results for the three and nine months ended September 30, 2023, at this time the Company is unable to fully assess the aggregate impact the Hamas-Israel and Russia-Ukraine conflicts will have on its business due to various uncertainties, which include, but are not limited to, the duration of the conflicts, the conflicts’ effect on the economy, the impact on the Company’s businesses and actions that may be taken by governmental authorities related to the conflicts. 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, 2023). 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, 2024. The Company has experienced net losses and cash outflows from operating activities since inception. For the nine months ended September 30, 2023, the Company had a net loss attributable to common stockholders of $ 18,207,795 net cash used in operating activities of $ 5,842,158 , $ 197,241 used in investing activities and $ 4,715,031 provided by 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 entertainment 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 unaudited condensed consolidated financial statements were issued. Such factors raise substantial doubt about the Company’s ability to sustain operations for at least one year from the issuance of these unaudited condensed financial statements. The accompanying unaudited condensed financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 8 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, Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Kustom, 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. The Company formed TicketSmarter, Inc. on September 1, 2021, upon its acquisition of Goody Tickets, LLC and TicketSmarter, LLC, to facilitate its global entertainment operations. The Company formed Worldwide Reinsurance Ltd. in December 2021, which is a captive insurance company domiciled in Bermuda, the Company is in the process of unwinding these operations. 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 entertainment and revenue cycle management segments. Revenues generated by all segments are reported net of sales taxes. Video Solutions The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be customer contracts. In situations where sales are to a distributor, the Company has concluded that such contracts are with the distributor as in such cases the Company holds 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. 9 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 is generally determined as a percentage of the invoice amounts collected. These service fees are reported as revenue monthly upon completion of the Company’s performance obligation to provide the agreed upon service. Entertainment The Company reports entertainment 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 entertainment 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. 10 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 nine months ended September 30, 2023, the Company recognized revenue of $ 2.2 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 September 30, 2023 December 31, 2022 Additions/ Reclass Recognized Revenue September 30, 2023 Contract liabilities, current $ 2,154,874 $ 2,133,969 $ 1,536,860 $ 2,751,983 Contract liabilities, non-current 5,818,082 1,943,313 626,848 7,134,547 $ 7,972,956 $ 4,077,282 $ 2,163,708 $ 9,886,530 September 30, 2022 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 $ 116,543 and $ 118,029 for the nine months ended September 30, 2023 and December 31, 2022, 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. 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, 2023 Adjusted Cost Realized Gains Realized Losses Fair Value Demand deposits $ 2,136,573 $ — $ — $ 2,136,573 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 71,258 — — 71,258 $ 2,207,831 $ — $ — $ 2,207,831 December 31, 2022 Adjusted Cost Unrealized Gains Unrealized Losses Fair Value Demand deposits $ 897,745 $ — $ — $ 897,745 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 2,634,454 — — 2,634,454 $ 3,532,199 $ — $ — $ 3,532,199 11 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, 2023 and December 31, 2022, the uninsured balance amounted to $ 1,652,978 and $ 2,495,189 , 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. The Company determines the fair value of its reporting units using the market approach. Under the market approach, we estimate the fair value based on multiples of comparable public companies and precedent transactions. Significant estimates in the market approach include: identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit. 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. 12 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, 2023 and concluded that there was no impairment. Intangible assets include deferred patent costs, license agreements, and intangibles related to acquisitions. 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 Entertainment, 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 Board may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes and cancelled when it is determined appropriate by management. The Company accounts for repurchases of common stock under the cost method. Shares repurchased and cancelled during the period were recorded as a reduction to stockholders’ (deficit) equity. See further discussion of the Company’s share repurchase program in Note 15 –Stockholders’ Equity. Non-Controlling Interests Non-controlling interests in the Company’s Consolidated Financial Statements represent the interest in subsidiaries held by our venture partner. The venture partner holds a noncontrolling interest 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. 13 New Accounting Standards 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. As such, we adopted ASC 326 effective January 1, 2023. 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, 2023 and December 31, 2022: SCHEDULE OF INVENTORIES September 30, 2023 December 31, 2022 Raw material and component parts– video solutions segment $ 3,680,820 $ 4,509,165 Work-in-process– video solutions segment 41,194 3,164 Finished goods – video solutions segment 5,676,031 6,846,091 Finished goods – entertainment segment 367,704 970,527 Subtotal 9,765,749 12,328,947 Reserve for excess and obsolete inventory– video solutions segment ( 4,466,748 ) ( 5,230,261 ) Reserve for excess and obsolete inventory – entertainment segment ( 104,222 ) ( 259,280 ) Total inventories $ 5,194,779 $ 6,839,406 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $ 164,029 and $ 171,071 as of September 30, 2023 and December 31, 2022, respectively. NOTE 3. DEBT OBLIGATIONS Debt obligations is comprised of the following: SUMMARY OF DEBT OBLIGATIONS September 30, 2023 December 31, 2022 Economic injury disaster loan (EIDL) $ 150,000 $ 150,000 Convertible note payable, net of unamortized debt discount of $ 1,014,091 1,860,909 — Contingent consideration promissory note – Nobility Healthcare Division Acquisition 194,477 388,955 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 87,348 176,456 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 208,083 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 4,346 Commercial Extension of Credit – Entertainment Segment 68,135 — Debt obligations 2,360,869 927,840 Less: current maturities of debt obligations 2,213,148 485,373 Debt obligations, long-term $ 147,721 $ 442,467 14 Debt obligations mature as follows as of September 30, 2023: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS September 30, 2023 2023 (October 1, 2023 to December 31, 2023) $ 164,295 2024 3,066,170 2025 3,412 2026 3,542 2027 and thereafter 137,541 Total $ 3,374,960 2020 Small Business Administration Notes . 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 began in November 2022, after being deferred for thirty months after the date of disbursement and total $ 731.00 per month thereafter. Such note may be prepaid in part or in full, at any time, without penalty. The Company granted the secured party a continuing interest in and to any and all collateral, including but not limited to tangible and intangible personal property. 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 nine months and is due in equal quarterly installments on the seventh business day of each quarter. The principal amount of the June Contingent Note is subject to an earn-out adjustment, being the difference between $ 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 inception, on this contingent consideration promissory note totaled $ 202,725 . The estimated fair value of the June Contingent Note at September 30, 2023 is $ 87,348 , representing a reduction in its estimated fair value of $ 89,109 as compared to its estimated fair value as of December 31, 2022. This reduction only relates to the principal payments made for the three and nine months ended September 30, 2023. Therefore, the Company recorded no gain or loss in the Consolidated Statements of Operations for the three and nine months ended September 30, 2023. 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 nine 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. Total principal payments, since inception, on this contingent consideration promissory note totaled $ 487,430 . The estimated fair value of the August Contingent Note at September 30, 2023 is $ 194,477 , representing a reduction in its estimated fair value of $ 194,477 as compared to its estimated fair value as of December 31, 2022. This reduction only relates to the principal payments made for the three and nine months ended September 30, 2023. Therefore, the Company recorded no gain or loss in the Consolidated Statements of Operations for the three and nine months ended September 30, 2023. 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 $ 153,769 . The estimated fair value of the January Contingent Note at September 30, 2023 is $- 0 -, representing a reduction in its estimated fair value of $ 208,083 as compared to its estimated fair value as of December 31, 2022, of which $ 32,936 represents payments made during the nine months ended September 30, 2023. Therefore, the Company recorded a gain of $ 175,146 in the Consolidated Statements of Operations for the nine months ended September 30, 2023. 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 is 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. Principal payments, since its inception, on this contingent consideration promissory note totaled $ 1,584 . The estimated fair value of the February Contingent Note at September 30, 2023 is $- 0 -, representing a decrease in its estimated fair value of $ 4,347 as compared to its estimated fair value as of December 31, 2022, of which $ 1,584 represents payments made during the nine months ended September 30, 2023. Therefore, the Company recorded a gain of $ 2,763 in the Consolidated Statements of Operations for the nine months ended September 30, 2023. 2023 Commercial Extension of Credit On February 23, 2023, the Company’s Entertainment segment entered into an extension of credit in the form of a loan to use in marketing and operating its business in accordance with the Private Label Agreement previously entered into with the Lender. The Lender agreed to extend, subject to the conditions hereof, and Borrower agreed to take, a Loan for Principal Sum of $ 1,000,000 . Lender shall retain 25 % of each remittance owed to Borrower under the terms of the Private Label Agreement. Such remittances shall include regular weekly remittances and any additional incentive payments to which the Borrower may be entitled. The 25% withholding of the Borrower’s applicable remittance shall be deemed a “Payment” under the terms of this Note, and Payments shall continue until the earlier of (i) repayment of the Principal Sum, accrued Interest, and a fee of $35,000.00 or (ii) expiration of the Private Label Agreement on December 31, 2023 . During the nine months ended September 30, 2023, the Entertainment segment drew an additional $ 224,577 on this agreement, with the principal balance never exceeding $ 1,000,000 . During the nine months ended September 30, 2023, the Company’s Entertainment segment had repaid $ 1,156,441 towards the principal on the loan through remittances and had an outstanding balance of $ 68,135 . 17 Convertible Note On April 5, 2023, the Company entered into and consummated the initial closing (the “First Closing”) of the transactions contemplated by a Securities Purchase Agreement, dated as of April 5, 2023 (the “Purchase Agreement”), between the Company and certain investors (the “Purchasers”). At the First Closing, the Company issued and sold to the Purchasers Senior Secured Convertible Notes in the aggregate original principal amount of $ 3,000,000 (the “Notes”) and warrants (the “Warrants”). The Purchase Agreement provided for a ten percent ( 10 %) original interest discount resulting in gross proceeds to the Company of $ 2,700,000 . No interest accrues under the Notes. The Warrants are exercisable for an aggregate 1,125,000 shares comprised of 375,000 warrants at an exercise price of $ 5.50 per share of the Company’s common stock, par value $ 0.001 (the “Common Stock”), 375,000 warrants at an exercise price of $ 6.50 per share of Common Stock, and 375,000 warrants at an exercise price of $ 7.50 per share of Common Stock. Subject to certain conditions, within 18 months from the effectiveness date and while the Notes remain outstanding, the Purchasers have the right to require the Company to consummate a second closing of up to an additional $ 3,000,000 of Notes (the “Second Notes”) and Warrants on the same terms and conditions as the First Closing, except that the Second Notes may be subordinate to a mortgage on the Company’s headquarters building (the “Bank Mortgage”). The Notes are convertible into shares of Common Stock at the election of the Purchasers at any time at a fixed conversion price of $ 5.00 (the “Conversion Price”) per share of Common Stock. The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for, Common Stock at a price below the then-applicable Conversion Price (subject to certain exceptions). Subject to certain conditions, including certain equity conditions, the Company may redeem some or all of the then outstanding principal amount of the Note for cash in an amount equal to 110 % of the outstanding principal amount of the Notes (the “Optional Redemption Amount”). In addition, the Purchasers may, at their option, demand repayment at the Optional Redemption Amount upon five (5) business days’ written notice following (i) the closing by the Company of the Bank Mortgage, or (ii) a sale by the Company of Common Stock or Common Stock equivalents. The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries, and are secured by substantially all of the Company’s assets, as evidenced by (i) a security agreement entered into at the Closing, (ii) a trademark security agreement entered into at the Closing, (iii) a patent security agreement entered into at the Closing, (iv) a guaranty executed by all direct and indirect subsidiaries of the Company pursuant to which each of them has agreed to guaranty the obligations of the Company under the Notes, and (v) a mortgage on the Company’s headquarters building in favor of the Purchasers. Also at the Closing, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to prepare and file with the SEC within the 10th business day following the First Closing (the “Filing Date”) a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, and to use its best efforts to cause such Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible, but in any event no later than 45 days following the Filing Date (the “Effectiveness Date”). If the Registration Statement is not filed by the Filing Date or is not declared effective by the Effectiveness Date, or under certain other circumstances described in the Registration Rights Agreement, then the Company shall be obligated to pay, as partial liquidated damages, to each Purchaser an amount in cash equal to 2 % of the original principal amount of the Notes each month until the applicable event giving rise to such payments is cured. If the Company fails to pay any partial liquidated damages in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10 % per annum. 18 The Company recognized the full warrant derivative value, with the remaining amount being allocated to the debt obligation. As the warrant derivative value exceeded the net proceeds from the issuance, the excess amount is recognized as a loss on the date of the issue date. Thus, the Company recorded a loss of $ 576,380 as an interest expense on the date of issuance relating to the Convertible note. The following is the assumptions used in calculating the estimated grant-date fair value of the detachable warrants to purchase common stock granted in connection with the Convertible Note: SCHEDULE OF WARRANT TO PURCHASE COMMON STOCK GRANTED Terms at April 5, 2023 (issuance date) Volatility - range 106.0 % Risk-free rate 3.36 % Dividend 0 % Remaining contractual term 5.0 years Exercise price $ 5.50 – 7.50 Common stock issuable under the warrants 1,125,000 Following is a summary of activity relative to the Convertible Note for the nine months ended September 30, 2023: SUMMARY OF CONVERTIBLE NOTE ACTIVITY Amount Balance, December 31, 2022 $ — Convertible Note, at par 3,000,000 Conversion of convertible note into common stock ( 125,000 ) Principal payments — Unamortized debt discount ( 1,014,091 ) Balance, September 30, 2023 $ 1,860,909 During the three and nine months ended September 30, 2023 the Company amortized $ 1,887,273 of debt discount under interest expense, compared to $- 0 - for the three and nine months ended September 30, 2022. On June 2, 2023, the Purchasers elected to convert $ 125,000 principal, at the fixed price of $ 5.00 per share of common stock, 25,000 shares valued at $ 119,750 . The loss on conversion of convertible note into common shares, of $ 93,386 , was recorded during the period. 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) 19 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, 2023 and December 31, 2022: SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS Level 1 Level 2 Level 3 Total September 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration promissory notes and contingent consideration earn-out agreement $ — $ — $ 281,825 $ 281,825 Warrant derivative liabilities — — 1,412,820 1,412,820 Liabilities, fair value $ — $ — $ 1,694,645 $ 1,694,645 Level 1 Level 2 Level 3 Total December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration promissory notes and contingent consideration earn-out agreement $ — $ — $ 777,840 $ 777,840 Warrant derivative liabilities — — — — Liabilities, fair value $ — $ — $ 777,840 $ 777,840 The following table represents the change in Level 3 tier value measurements for the periods ended September 30, 2023: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Contingent Consideration Promissory Notes Warrant Derivative Liabilities Balance, December 31, 2022 $ 777,840 $ — Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 120,789 ) — Change in fair value of contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 158,022 ) — Balance, March 31, 2023 $ 499,029 $ — Issuance of warrant derivative liabilities — 3,216,380 Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 96,265 ) — Change in fair value of warrant derivative liabilities — 59,766 Balance, June 30, 2023 $ 402,764 $ 3,276,146 Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 101,051 ) — Change in fair value of contingent consideration promissory notes – Revenue Cycle Management Acquisitions ( 19,888 ) — Change in fair value of warrant derivative liabilities — ( 1,863,326 ) Balance, September 30, 2023 $ 281,825 $ 1,412,820 20 NOTE 5. ACCRUED EXPENSES Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accrued warranty expense $ 16,543 $ 15,694 Accrued litigation costs 2,040,292 247,984 Accrued sales commissions 57,102 55,000 Accrued payroll and related fringes 340,373 504,020 Accrued sales returns and allowances 116,543 118,026 Accrued taxes 109,164 46,408 Other 128,051 103,835 Total accrued expenses $ 2,808,068 $ 1,090,967 Accrued warranty expense was comprised of the following for the nine months ended September 30, 2023: SCHEDULE OF ACCRUED WARRANTY EXPENSE Beginning balance $ 15,694 Provision for warranty expense 48,311 Charges applied to warranty reserve ( 47,462 ) Ending balance $ 16,543 NOTE 6. INCOME TAXES The effective tax rate for the three months ended September 30, 2023 and 2022 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, 2023, 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, 2023. 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 is 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 $ 113.3 million (based on its December 31, 2022 tax return) in net operating loss carryforwards to offset future taxable income as of September 30, 2023. NOTE 7. PREPAID EXPENSES Prepaid expenses were the following at September 30, 2023 and December 31, 2022: SCHEDULE OF PREPAID EXPENSE September 30, 2023 December 31, 2022 Prepaid inventory $ 5,660,619 $ 6,110,321 Prepaid advertising 955,089 1,931,628 Other 707,907 424,464 Total prepaid expenses $ 7,323,615 $ 8,466,413 21 NOTE 8. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated Useful Life September 30, 2023 December 31, 2022 Building 25 years $ 4,537,037 $ 4,537,037 Land Infinite 739,734 739,734 Office furniture, fixtures, equipment, and aircraft 3 - 20 years 2,061,484 2,048,169 Warehouse and production equipment 3 - 7 years 40,128 51,302 Demonstration and tradeshow equipment 3 - 7 years 74,582 72,341 Building improvements 5 - 7 years 1,328,601 1,334,374 Total cost 8,781,566 8,782,957 Less: accumulated depreciation and amortization ( 1,330,524 ) ( 884,271 ) Net property, plant and equipment $ 7,451,042 $ 7,898,686 Depreciation expense for the three months ended September 30, 2023 and September 30, 2022 was $ 188,100 and $ 73,686 , respectively, and is included in general and administrative expenses. Depreciation expense for the nine months ended September 30, 2023 and September 30, 2022 was $ 533,992 and $ 381,014 , 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, 2023, was thirty-nine months . The Company’s previous office and warehouse space lease expired in April 2020 and the Company paid holdover rent for the time period until it moved to and commenced occupying the new space on June 15, 2020. The Company entered into an operating lease with a third party in October 2019 for copiers used for office and warehouse purposes. The terms of the lease include 48 monthly payments of $ 1,598 with a maturity date of October 2023 . The Company has the option to purchase the equipment at maturity for its estimated fair market value at that point in time. The remaining lease term for the Company’s copier operating lease as of September 30, 2023, was one month . 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 June 30, 2021. The remaining lease term for the Company’s office operating lease as of September 30, 2023, was ten months . 22 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 Company signed an eighty-four-month extension for the lease, the extension terms include monthly payments ranging from $ 7,436 to $ 8,877 , with a termination date of March 2030 . The remaining lease term for the Company’s operating lease as of September 30, 2023 was seventy-eight months . On September 1, 2021, the Company completed the acquisition of Goody Tickets, LLC and TicketSmarter, LLC through TicketSmarter. Upon completion of this acquisition, the Company became responsible for the operating lease for TicketSmarter’s office space. The lease terms include monthly payments ranging from $ 7,211 to $ 7,364 thereafter, with a termination date of December 2022 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to this location. The Company took possession of the leased facilities on September 1, 2021. The Company signed a month-to-month extension for the lease, extending the remaining lease term for the Company’s office until a new space is located. The Company plans to relocate the entertainment operating segment acquired operations to existing owned or leased facilities upon termination of this operating lease. 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 operating lease as of September 30, 2023, was twenty-one 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 $ 105,439 and $ 402,556 , during the three and nine months ended September 30, 2023, respectively. The weighted-average remaining lease term related to the Company’s lease liabilities as of September 30, 2023 was 4.5 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 %. The following sets forth the operating lease right of use assets and liabilities as of September 30, 2023: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets, net $ 1,034,518 Liabilities: Operating lease obligations-current portion $ 264,958 Operating lease obligations-less current portion 837,755 Total operating lease obligations $ 1,102,713 The components of lease expense were as follows for the nine months ended September 30, 2023: SCHEDULE OF LEASE EXPENSE Selling, general and administrative expenses $ 402,556 Following are the minimum lease payments for each year and in total: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2023 (October 1, to December 31, 2023) $ 88,188 2024 336,992 2025 290,417 2026 271,868 Thereafter 334,651 Total undiscounted minimum future lease payments 1,322,116 Imputed interest ( 219,403 ) Total operating lease liability $ 1,102,713 23 NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets consisted of the following at September 30, 2023 and December 31, 2022: SCHEDULE OF INTANGIBLE ASSETS September 30, 2023 December 31, 2022 Gross value Accumulated amortization Net carrying value Gross value Accumulated amortization Net carrying value Amortized intangible assets: Licenses (video solutions segment) $ 215,071 $ 87,977 $ 127,094 $ 211,183 $ 80,378 $ 130,805 Patents and trademarks (video solutions segment) 439,212 229,198 210,014 472,077 305,021 167,056 Sponsorship agreement network (entertainment segment) 5,600,000 2,333,333 3,266,667 5,600,000 1,493,333 4,106,667 SEO content (entertainment segment) 600,000 312,500 287,500 600,000 200,000 400,000 Personal seat licenses (entertainment segment) 180,081 11,704 168,377 180,081 8,001 172,080 Client agreements (revenue cycle management segments) 999,034 201,792 797,242 999,034 126,864 872,170 8,033,398 3,176,504 4,856,894 8,062,375 2,213,597 5,848,778 Indefinite life intangible assets: Goodwill (entertainment and revenue cycle management segments) 11,367,514 — 11,367,514 11,367,514 — 11,367,514 Trade name (entertainment segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending (video solutions segment) 36,820 — 36,820 56,678 — 56,678 Total $ 20,037,732 $ 3,176,504 $ 16,861,228 $ 20,086,567 $ 2,213,597 $ 17,872,970 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, 2023 and 2022 was $ 377,485 and $ 460,489 , respectively, and $ 1,122,635 and $ 1,177,759 , for the nine months ended September 30, 2023 and 2022, 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: 2023 (October 1, to December 31, 2023) $ 382,342 2024 1,479,252 2025 1,386,756 2026 882,967 2027 and thereafter 725,577 Total $ 4,856,894 24 NOTE 11. OTHER ASSETS Other assets were the following at September 30, 2023 and December 31, 2022: SCHEDULE OF OTHER ASSETS September 30, 2023 December 31, 2022 Lease receivable $ 5,600,722 $ 4,700,923 Sponsorship network 662,500 116,828 Other 369,850 337,930 Total other assets $ 6,633,072 $ 5,155,681 NOTE 12. COMMITMENTS AND CONTINGENCIES Litigation From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time. 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. As of September 30, 2023, we are able to estimate a range of reasonably possible loss related to the Culp McCauley case, our estimate of the aggregate reasonably possible loss (in excess of any accrued amounts) was approximately $ 1.8 million. Our estimate with respect to the aggregate reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties, which may change quickly and significantly from time to time, particularly if and as we engage with applicable governmental agencies or plaintiffs in connection with a proceeding. Also, the matters underlying the reasonably possible loss will change from time to time. As a result, actual results may vary significantly from the current estimate. While the ultimate resolution is unknown, based on the information currently available, we do not expect that these lawsuits will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. 25 NOTE 13. STOCK-BASED COMPENSATION The Company recorded pre-tax compensation expense related to the grant of stock options and restricted stock issued of $ 84,586 and $ 251,733 for the three months ended September 30, 2023 and 2022, and $ 378,917 and $ 1,028,084 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company had adopted ten 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”), (ix) the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”), and (x) the 2022 Stock Option and Restricted Stock Plan (the “2022 Plan”). The 2005 Plan, 2006 Plan, 2007 Plan, 2008 Plan, 2011 Plan, 2013 Plan, 2015 Plan, 2018 Plan, 2020 Plan and 2022 Plan are referred to as the “Plans.” These Plans permit the grant of stock options or restricted stock to its employees, non-employee directors and others for up to a total of 333,750 shares of Common Stock. The 2005 Plan terminated during 2015 with 1,078 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, 2023 total 284 . The 2006 Plan terminated during 2016 with 2,739 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, 2023 total 531 . The 2007 Plan terminated during 2017 with 4,733 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, 2023. The 2008 Plan terminated during 2018 with 2,025 shares not awarded or underlying options, which shares are now unavailable for issuance. There are no stock options granted under the 2008 Plan that remain unexercised and outstanding as of September 30, 2023. Stock option grants. The Company believes that such awards better align the interests of our employees with those of its stockholders. Option awards have been granted with an exercise price equal to the market price of its stock at the date of grant with such option awards generally vesting based on the completion of continuous service and having ten-year contractual terms. These option awards typically provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company has registered all shares of Common Stock that are issuable under its Plans with the SEC. A total of 137,042 shares remained available for awards under the various Plans as of September 30, 2023. 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, 2023 is as follows: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2022 53,950 $ 45.80 Granted — — Exercised — — Forfeited ( 350 ) ( 83.20 ) Outstanding at September 30, 2023 53,600 $ 45.55 Exercisable at September 30, 2023 53,600 $ 45.55 26 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, 2023 and 2022. The aggregate intrinsic value of options outstanding was $- 0 - and $- 0 -, at September 30, 2023 and December 31, 2022, respectively. The aggregate intrinsic value of options exercisable was $- 0 - and $- 0 -, at September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, 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, 2023: 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 $ 49.99 37,000 6.9 years 37,000 6.9 years $ 50.00 to $ 69.99 15,100 4.7 years 15,100 4.7 years $ 70.00 to $ 89.99 1,500 2.6 years 1,500 2.6 years 53,600 6.1 years 53,600 6.1 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, 2023 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Number of Restricted shares Weighted average grant date fair value Nonvested balance, December 31, 2022 79,125 $ 21.73 Granted 35,000 5.00 Vested ( 56,625 ) ( 21.29 ) Forfeited ( 3,625 ) ( 22.41 ) Nonvested balance, September 30, 2023 53,875 $ 11.27 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, 2023, there were $ 213,727 of total unrecognized compensation costs related to all remaining non-vested restricted stock grants, which will be amortized over the next forty-nine months in accordance with their respective vesting scale. 27 The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of shares 2023 (October 1, 2023 through December 31, 2023) — 2024 27,750 2025 19,000 2026 4,125 2027 2,000 2028 1,000 NOTE 14. COMMON STOCK PURCHASE WARRANTS 2021 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 nine months from their respective issue date and allow the holders to purchase up to 1,148,286 shares of common stock at $ 5.50 to $ 52.00 per share as of September 30, 2023. The warrants expire from July 31, 2023 through April 5, 2028 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 2,127,500 shares of Common Stock. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances in the event of tender offers. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the consolidated statements of operations as the change in fair value of warrant derivative liabilities. Furthermore, the Company re-values the fair value of warrant derivative liability as of the date the warrant is exercised with the resulting warrant derivative liability transitioned to change in fair value of warrant derivative liabilities through the consolidated statement of operations. On August 19, 2021, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with the Investors cancelling February Warrants exercisable for an aggregate of 384,077 shares of Common Stock (the “February Warrants”) in consideration for its issuance of (i) new warrants (the “Exchange Warrants”) to the Investors exercisable for an aggregate of up to 384,077 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 330,923 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 $ 65.00 per share, subject to customary adjustments thereunder, and are immediately exercisable upon issuance for cash and on a cashless basis. On the date of the exchange, the Company calculated the fair value, using the Black-Scholes method, of the cancelled February Warrants and the newly issued Exchange Warrants, the difference in fair value measurement of the respective warrants was attributed to warrant modification expense in the consolidated statement of operations. On the date of the exchange, the February Warrants and Exchange Warrants were valued at $ 11,818,644 and $ 12,114,424 using the original and modified expiry date of the warrants, respectively, using the Black-Scholes method. The difference of $ 295,780 was accordingly recorded as a warrant modification expense in the consolidated statement of operations. SCHEDULE OF WARRANT MODIFICATION Original terms at August 19, 2021 Modified terms at August 19, 2021 Volatility - range 109.3 % 104.7 % Risk-free rate 0.78 % 0.78 % Dividend 0 % 0 % Remaining contractual term 4.5 years 5.1 years Exercise price $ 65.00 $ 65.00 Common stock issuable under the warrants 715,000 715,000 28 On August 23, 2022, the Company entered into Warrant Exchange Agreements (the “Warrant Exchange Agreements”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors an aggregate of 303,750 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 shares of Common Stock 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 September 30, 2022, resulting in income from change in fair market value of warrant derivative liabilities of $ 1.2 million during the year ended December 31, 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 year ended December 31, 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 $ 65.00 Common stock issuable under the warrants 1,215,000 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. 2023 Purchase Warrants On April 5, 2023, the Company issued warrants to purchase a total of 1,125,000 shares of Common Stock. The warrant terms provide for net cash settlement outside the control of the Company under certain circumstances. 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. The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the warrant derivative liabilities as of their date of issuance and as of September 30, 2023: Issuance date assumptions September 30, 2023 assumptions Volatility - range 106.0 % 105.7 % Risk-free rate 3.36 % 4.60 % Dividend 0 % 0 % Remaining contractual term 5.0 years 4.5 years Exercise price $ 5.50 - 7.50 $ 5.50 - 7.50 Common stock issuable under the warrants 1,125,000 1,125,000 29 The following table summarizes information about shares issuable under warrants outstanding during the nine months ended September 30, 2023: SUMMARY OF WARRANT ACTIVITY Warrants Weighted average exercise price Vested Balance, January 1, 2023 67,459 $ 60.26 Granted 1,125,000 6.50 Exercised — — Forfeited/cancelled ( 67,459 ) ( 60.26 ) Vested Balance, September 30, 2023 1,125,000 $ 6.50 The total intrinsic value of all outstanding warrants aggregated $- 0 - as of September 30, 2023, and the weighted average remaining term is fifty-four 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, 2023: 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 $ 5.50 375,000 4.5 years $ 6.50 375,000 4.5 years $ 7.50 375,000 4.5 years 1,125,000 4.5 years NOTE 15. STOCKHOLDERS’ EQUITY 2023 Issuance of Restricted Common Stock On January 10, 2023, the board of directors approved the grant of 22,500 shares of Common Stock to officers of the Company. Such shares will generally vest over a period of one to five years on their respective anniversary dates in January through January 2028, provided that each grantee remains an officer or employee on such dates. Additionally, the board of directors approved the grant of 12,500 restricted common shares to certain new employees of the Company. Such shares will generally vest over a period of one to two years on their respective anniversary dates in January through January 2025, provided that each grantee remains an employee of the company on such dates. Reverse Stock Split On February 6, 2023, we filed a Certificate of Amendment to the Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the shares of our Common Stock. The Reverse Stock Split was effective as of time of filing. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of our Common Stock that would have otherwise resulted from the Reverse Stock Split were rounded up to the nearest whole number. In connection with the Reverse Stock Split, our board approved appropriate and proportional adjustments to all outstanding securities or other rights convertible or exercisable into shares of our Common Stock, including, without limitation, all preferred stock, warrants, options, and other equity compensation rights. All historical share and per-share amounts reflected throughout our consolidated financial statements and other financial information in this Report have been adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of our Common Stock was not affected by the Reverse Stock Split. 30 As a result of the Reverse Stock Split, no fractional shares of new common stock will be issued in connection with the Reverse Stock Split, all of which shares of new common stock shall be rounded up to the nearest whole number of such shares. Therefore, the Company issued 24,206 shares pursuant to Reverse Stock Split related to rounding up to the nearest whole number of shares. Noncontrolling Interests The Company owns a 51 % equity interest in its consolidated subsidiary, Nobility Healthcare. As a result, the noncontrolling shareholders or minority interest is allocated 49 % of the income/loss of Nobility Healthcare which is reflected in the statement of (income) loss as “net (income) loss attributable to noncontrolling interests of consolidated subsidiary”. We reported net income (loss) attributable to noncontrolling interests of consolidated subsidiary of $ 29,630 and $ ( 16,596 ) for the three months ended September 30, 2023 and 2022, and $ 228,624 and $ 268,636 for the nine months ended September 30, 2023 and 2022, respectively. Cancellation of Common Stock During the nine months ended September 30, 2023, the Company cancelled 3,625 shares for various reasons. Conversion of Convertible Note During the nine months ended September 30, 2023, pursuant to the Convertible Note, the Purchasers elected to convert $ 125,000 principal, at the fixed price of $ 5.00 per share of common stock, 25,000 shares valued at $ 119,750 . 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, 2023 and 2022 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2023 2022 2023 2022 For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Numerator for basic and diluted income per share – Net loss attributable to common stockholders $ ( 3,708,673 ) $ ( 1,902,475 ) $ ( 18,207,795 ) $ ( 9,568,134 ) Denominator for basic loss per share – weighted average shares outstanding 2,800,752 2,518,261 2,779,530 2,498,681 Dilutive effect of shares issuable under stock options and warrants outstanding — — — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 2,800,752 2,518,261 2,779,530 2,498,681 Net loss per share: Basic $ ( 1.32 ) $ ( 0.76 ) $ ( 6.55 ) $ ( 3.83 ) Diluted $ ( 1.32 ) $ ( 0.76 ) $ ( 6.55 ) $ ( 3.83 ) 31 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, 2023 and 2022, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. 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 “June Initial Payment Amount”) of $ 850,000 . In addition to the June 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. The Company accounts for business combinations using the acquisition method and the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Healthcare Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Healthcare Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. Our assumptions and estimates are based upon information obtained from the management of the Company’s revenue cycle management segment. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. 32 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 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 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, 2023 Estimated useful life Identifiable intangible assets: Client agreements $ 457,079 $ 102,843 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 “August Initial Payment Amount”) of $ 2,270,000 . In addition to the August 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. 33 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 preliminary and final estimated fair value of assets acquired, and liabilities assumed in the Medical Billing Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION 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, 2023 Estimated useful life Identifiable intangible assets: Client agreements $ 206,955 $ 43,116 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”. 34 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 “January Initial Payment Amount”) of $ 1,153,626 . In addition to the January 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. 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. 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 Final purchase price allocation 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 “February Initial Payment Amount”) of $ 230,000 . In addition to the February 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. 35 In accordance 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 acquisition was structured as asset purchase and are included in the consolidated financial statements from the acquisition date. The preliminary 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, 2023 Estimated useful life Identifiable intangible assets: Client agreements $ 335,000 $ 55,833 10 years The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations” and will be estimated on a quarterly basis. NOTE 18. TICKETSMARTER ACQUISITION On September 1, 2021, the Company formed 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 entertainment business segment. In accordance with the stock purchase agreement, the Company agreed to an initial payment (the “TicketSmarter Initial Payment Amount”) of $ 9,403,600 through a combination of cash and Common Stock. In addition to the TicketSmarter 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. 36 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. The purchase price of the TicketSmarter Acquisition was allocated to Goody Tickets’ and TicketSmarter LLC’s tangible assets, goodwill, identifiable intangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the TicketSmarter Acquisition. The Company retained the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. The Company will continue to evaluate the fair value of the identified intangible assets. The preliminary estimated fair value of assets acquired, and liabilities assumed in the TicketSmarter Acquisition were as follows: SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION As allocated As allocated Preliminary purchase price allocation As allocated As allocated Description September 30, 2021 December 31, 2021 Assets acquired: Tangible assets acquired, including $ 51,432 of cash acquired $ 7,139,930 $ 5,748,291 Identifiable intangible assets acquired — 6,800,000 Goodwill 11,839,308 5,886,547 Liabilities assumed ( 5,128,964 ) ( 5,128,964 ) 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 ACCRUED ACQUIRED Cost Amortization through September 30, 2023 Estimated useful life Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 2,333,333 5 years Search engine optimization/content 600,000 312,500 4 years $ 6,800,000 $ 2,645,833 37 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 nine months ended September 30, 2022. 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 Entertainment, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. The Company’s captive insurance subsidiary provides services to the Company’s other business segments and not to outside customers. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. The Video Solutions Segment encompasses our law, commercial, and shield divisions. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Entertainment 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. 38 Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of September 30, 2023, and September 30, 2022: SCHEDULE OF SEGMENT REPORTING 2023 2022 2023 2022 For the three months ended September 30, For the nine months ended September 30, 2023 2022 2023 2022 Net Revenues: Video Solutions $ 1,797,348 $ 2,092,927 $ 5,596,300 $ 6,152,733 Revenue Cycle Management 1,636,543 2,015,112 5,142,904 6,039,807 Entertainment 2,903,808 4,376,114 11,575,315 15,937,852 Total Net Revenues $ 6,337,699 $ 8,484,153 $ 22,314,519 $ 28,130,392 Gross Profit: Video Solutions $ 426,795 $ 515,615 $ 1,740,397 $ 1,543,057 Revenue Cycle Management 625,114 866,277 2,203,220 2,520,709 Entertainment 174,240 ( 786,392 ) 1,564,361 190,432 Total Gross Profit $ 1,226,149 $ 595,500 $ 5,507,978 $ 4,254,198 Operating Income (loss): Video Solutions $ ( 1,311,143 ) $ ( 1,481,048 ) $ ( 4,639,316 ) $ ( 4,327,049 ) Revenue Cycle Management 43,202 117,844 299,010 236,628 Entertainment ( 1,256,681 ) ( 2,149,412 ) ( 2,818,617 ) ( 5,915,953 ) Corporate ( 2,623,421 ) ( 3,054,407 ) ( 9,102,631 ) ( 10,025,236 ) Total Operating Income (Loss) $ ( 5,148,043 ) $ ( 6,567,023 ) $ ( 16,261,554 ) $ ( 20,031,610 ) Depreciation and Amortization: Video Solutions $ 219,955 $ 213,446 $ 629,677 $ 584,266 Revenue Cycle Management 26,328 102,211 69,066 102,575 Entertainment 319,302 320,004 957,884 959,366 Total Depreciation and Amortization $ 565,585 $ 635,661 $ 1,656,627 $ 1,646,207 September 30, 2023 December 31, 2022 Assets (net of eliminations): Video Solutions $ 28,387,191 $ 28,509,706 Revenue Cycle Management 2,286,733 2,201,570 Entertainment 7,106,806 11,190,491 Corporate 13,575,344 14,766,295 Total Identifiable Assets $ 51,356,074 $ 56,668,062 The segments recorded noncash items effecting the gross profit and operating income (loss) through the established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. The Company recorded a reserve for excess and obsolete inventory in the video solutions segment of $ 4,466,748 and a reserve for the entertainment segment of $ 104,222 . 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. NOTE 20. RELATED PARTY TRANSACTIONS Transactions with Managing Member of Nobility Healthcare Nobility, LLC is currently the managing member of Nobility Healthcare, LLC. The Company has advanced a total of $ 158,384 in the form of 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 $- 0 - as of September 30, 2023 as the Company received full repayment of this advance. Transactions with Related Party of TicketSmarter On September 22, 2023, a trust, the beneficiaries of which are TicketSmarter’s Chief Executive Officer and his spouse, contributed cash in the amount of $ 2,325,000 to TicketSmarter to support the TicketSmarter’s operations. The transaction was recorded as a related party note payable (the “TicketSmarter Related Party Note”). The TicketSmarter Related Party Note bears interest of 13.25 % per annum with repayment beginning January 2, 2024. As of September 30, 2023 the current portion of the TicketSmarter Related Party note is $ 2,106,000 , and the long-term portion is $ 219,000 , with an accrued interest balance of $ 3,478 . The use of proceeds of the TicketSmarter Related Party Note was to resolve numerous outstanding payables at a discounted rate, the discount received is recognized as a gain on extinguishment of liabilities on the statement of operations. Additionally, these negotiations relieved TicketSmarter of numerous future obligations following fiscal year 2023. NOTE 21. SUBSEQUENT EVENTS Business Combination In October 2023, Kustom Entertainment and Clover Leaf announced the filing of a Registration Statement on Form S-4 by Clover Leaf with the SEC on October 4, 2023, relating to the previously announced proposed business combination between Kustom Entertainment and Clover Leaf . Appointment of Director On October 17, 2023, the Board of Directors appointed D. Duke Daughtery as a member of the Board, effective immediately, to hold office until the next meeting of shareholders of the Company at which directors are being elected or as set forth in the Company’s bylaws. Loan Agreement and Mortgage On October 26, 2023, the Company entered into a Loan and Security Agreement (the “ Loan Agreement ”) by and between the Company, Digital Ally Healthcare (together with the Company, the “ Borrower ”), and Kompass Kapital Funding, LLC, a Kansas limited liability company (“ Kompass ”). In connection with the Loan Agreement, on October 26, 2023, the Company entered into a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “ Mortgage ”) by and between the Company, as grantor, and Kompass, as grantee, and issued a Revolving Note (the “ Revolving Note ”) to Kompass. The gross proceeds to the Company are $ 4,880,000 before repaying those certain Senior Secured Convertible Notes issued on April 5, 2023 in the aggregate amount of $ 3,162,500 and paying customary fees and expenses. Pursuant to the Loan Agreement, Kompass agreed to make revolving loans (the “ Revolving Loans ”) available to the Borrower as the Borrower may from time to time request until, but not including, October 26, 2025, and in such amounts as the Borrower may from time to time request, provided, however, that the aggregate principal balance of the Revolving Loans outstanding at any time shall not exceed the lesser of $ 4,880,000.00 or an amount equal to eighty percent of the value of the mortgaged property, which consists of the real property owned by the Company having an address of 14001 Marshall Drive, Lenexa, KS 66215 (the “ Mortgaged Property ”). Under the Loan Agreement, the Revolving Loans made by Kompass may be repaid and, subject to customary terms and conditions, borrowed again up to, but not including October 26, 2025, unless the Revolving Loans are otherwise accelerated, terminated or extended as provided in the Loan Agreement. The Revolving Loans shall be used by the Borrower for the purpose of working capital and to retire existing debt. Under the Loan Agreement, the Borrower is required to provide written notice to Kompass prior to creating, assuming or incurring any debt or becoming liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other party. While obligations remain outstanding under the Loan Agreement, the Borrower is required to maintain a minimum balance of $ 97,600 in a reserve account (the “ Capital Reserve Account ”). Under the Loan Agreement, the Borrower is prohibited from creating, assuming, incurring or suffering or permitting to exist any lien of any kind or character upon the collateral, which consists of the Mortgaged Property and the Company’s interest in the Capital Reserve Account. The Loan Agreement contains customary covenants, representations and warranties by the Borrower. Pursuant to the Loan Agreement, the Company issued the Revolving Note to Kompass whereby the Company and Digital Ally Healthcare jointly and severally promise to pay to the order of Kompass the lesser of (i) $4,880,000.00, or (ii) the aggregate principal amount of all Revolving Loans outstanding under and pursuant to the Loan Agreement at the maturity or maturities and in the amount or amounts stated on the records of Kompass, together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) at a floating per annum rate equal to the greater of (i) the Prime Rate plus four percent or (ii) eight percent, on the aggregate principal amount of all Revolving Loans outstanding from time to time as provided in the Loan Agreement . The Company entered into the Mortgage to secure its obligations under the Loan Agreement. The property mortgaged under the Mortgage consists of the Mortgaged Property. The Mortgage contains customary covenants, representations and warranties by the Company. 39