What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 205 added, 275 removed, 72 unchanged (87% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

should read the following discussion and analysis of our financial condition and results

of operations for the years ended December 31, 2023 and 2022, in addition to the Quarterly

Report for the period ended March 31, 2024 and June 30, 2024, in conjunction with our unaudited

condensed consolidated interim financial statements and the related notes included elsewhere

in this Quarterly Report.

This discussion contains forward-looking statements that involve

risks and uncertainties.

You should read the following

discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 in conjunction

with our audited consolidated financial statements and the related notes included elsewhere in this Quarterly Report.

This discussion

contains forward-looking statements that involve risks and uncertainties.

Our actual results and the timing of selected events could differ

materially from those anticipated in these forward-looking statements as a result of various

factors, including those set forth under “Risk Factors” and elsewhere in this

Quarterly Report.

offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards.

These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under

“Risk Factors” and elsewhere in this Quarterly Report.

We offer a suite of proprietary

business-to-business software tools that are meant to drive user engagement through gamification and rewards.

These tools allow our partners

to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

their websites, their venues, or their streaming media content.

customers are mostly sports teams, venues, and advertising agencies, who typically use our products as part of their live events or as

part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.

31, 2023 and at September 30, 2024, we had five and one active customers due to the decrease in our sales force.

products and games are designed so that end users of our products can earn prizes by registering on our system and completing in-content

challenges like trivia, polls, or casual mobile games.

Players can use our system to play a variety of games and earn a wide range of

prize types provided by advertisers and sponsors.

Our products include our in-venue XEO and Filter Fan Cam products for live events,

and our new stand-alone “Winfinite” product that can be used by brands, advertising agencies, and content partners to reach

potential customers outside of sports venues, on mobile devices.

We also have an IP portfolio that could create future licensing and

product development opportunities including our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”)

series of patent claims.

the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped

to drive our engagement and rewards business, including a live events fan engagement business that has partnered with professional sports

franchises in the National Football League (“NFL”), the National Basketball Association (“NBA”), the National

Hockey League (“NHL”) and others to increase audience engagement using interactive gaming functions like trivia, polling,

and casual games that can be played alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event

Our three largest customers in 2023 were the San Jose Sharks, the Sacramento Kings, and ENT Marketing, a marketing agency that

used our platform to promote Coca-Cola products.

now have three principal software products.

Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue

main-board work in stadiums and arenas.

Our Filter Fan Cam (FFC) platform is an Augmented Reality filtering tool that can be used for

mobile and in-venue applications.

In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,”

which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.

these three software products to teams, ad agencies, and other content creators.

Components of Our Results of Operations

In general, we recognize revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits

will flow to us, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria

have been met or there are no significant remaining performance obligations for each of our activities as described below.

losses, if any, are recognized in the year or period in which the loss is determined.

earn revenue through the development and maintenance of custom-built software.

recognize revenues received from the development and maintenance of custom-built software and other professional services provided upon

the satisfaction of our performance obligation in an amount that reflects the consideration to which we expect to be entitled in exchange

for those services.

Performance obligations can be satisfied either at a single point in time or over time.

For those performance obligations

that are satisfied at a single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over

time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation.

contracts with customers may include multiple performance obligations.

For these contracts, we account for individual performance obligations

separately if they are capable of being distinct within the context of the contract.

Determining which performance obligations are considered

distinct may require significant judgment.

Judgment is also required to determine the amount of revenue associated with each distinct

performance obligation.

Our customers mostly sports

teams (Professional and Collegiate), venues (Arenas, Football Stadiums, Baseball Stadiums), and advertising agencies, which typically

use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented

first-party data, and increasing sales.

At March 31, 2025 and December 31, 2024, we had two active customers.

Our products and games are designed so that end users of our products can earn prizes by registering on our system

and completing in-content challenges like trivia, polls, or casual mobile games.

Players could use our system to play a variety of games

and earn a wide range of prize types, provided by advertisers and sponsors.

Our products, include our in-venue XEO and Filter Fan Cam

products for live events, and our new stand-alone “Winfinite” product line that can be used by brands, advertising agencies,

and content partners to reach potential customers outside of sports venues, on mobile devices.

We also have an IP portfolio that could

create future licensing and product development opportunities including our recently allowed Artificial Intelligence (“AI”)

and Machine Learning (“ML”) series of patent claims.

With the acquisition of Xcite

Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped to drive our engagement

and rewards business, including a live events fan engagement business that has partnered with professional sports franchises in the National

Football League (“NFL”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”)

and others to increase audience engagement using interactive gaming functions like trivia, polling, and casual games that can be played

alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event itself.

Our largest customers in 2024

were the Texas Rangers and San Jose Sharks.

We now have three principal

software products.

Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue main-board work in stadiums

Our Filter Fan Cam (FFC) platform is an Augmented Reality filtering tool that can be used for mobile and in-venue applications.

In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies,

and advertising agencies to reach out to customers directly on their mobile devices.

We license these three software products to teams,

ad agencies, and other content creators.

Significant Components of Our Results of Operations

general, we recognize revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow

to us, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been

met or there are no significant remaining performance obligations for each of our activities as described below.

Foreseeable losses, if

any, are recognized in the year or period in which the loss is determined.

We earn revenue through the

development and maintenance of custom-built software.

We recognize revenues received

from the development and maintenance of custom-built software and other professional services provided upon the satisfaction of our performance

obligation in an amount that reflects the consideration to which we expect to be entitled in exchange for those services.

obligations can be satisfied either at a single point in time or over time.

For those performance obligations that are satisfied at a

single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over time, we recognize revenue

by measuring the progress toward complete satisfaction of that performance obligation.

Our contracts with customers

may include multiple performance obligations.

For these contracts, we account for individual performance obligations separately if they

are capable of being distinct within the context of the contract.

Determining which performance obligations are considered distinct may

require significant judgment.

Judgment is also required to determine the amount of revenue associated with each distinct performance obligation.

Operating Expenses.

We classify our operating expense as research and development, and selling, general and administrative.

Personnel costs

are the primary component of each of these operating expense categories, which consist of cash-based personnel costs, such as salaries,

benefits and bonuses.

Additionally, these categories include intangible amortization, amortization expense, interest expense, software

costs, professional fees and share-based compensation.

of Results of Operations for the three months ended September 30, 2024 and September 30, 2023

following table summarizes our results of operations for the three months ended September 30, 2024 and 2023:

For the Three

September 30,

Statement of Operations and Comprehensive Loss Data:

Cost of revenues

Research and development

Selling, general and administrative

Total Operating Expenses

Operating loss

Other income (expense)

Other total comprehensive loss:

Change in foreign currency translation, net of tax

Total comprehensive loss

Basic and diluted loss per share to shareholders

Our revenues are derived

primarily from software licensing.

Revenue was $3,848 for the three month period ended September 30, 2024, representing a decrease of

$19,102, or 83%, from $22,950 for the three month period ended September 30, 2023.

The decrease was primarily due to a significant reduction

in the number of clients from September 30, 2023 to September 30, 2024.

Cost of revenues

Cost of revenues was none

for the three month period ended September 30, 2024, representing a decrease of $23,570, or 100%, from $23,570 for the three month period

ended September 30, 2023.

The decrease was in line with the decrease in revenue

Research and development

was $11,462 for the three month period ended September 30, 2024, representing a decrease of $260,649, or 96%, from $272,111 for the three

month period ended September 30, 2023.

The decrease was primarily due to significant reductions in staff related to our company restructuring.

Selling, general and administrative

was $521,410 for the three month period ended September 30, 2024, representing a decrease of $1,095,751, or 68%, from $1,617,161 for the

three month period ended September 30, 2023.

The decrease was primarily due to a decrease in payroll as the Company reduced head count

and a decrease in professional fees.

Loss from Operations

Loss from operations was $529,024 for the three month period ended

September 30, 2024, representing a decrease of $1,360,868, or 72%, from $1,889,892 for the three month period ended September 30, 2023.

The decrease was primarily the result of decreased spend on professional fees and payroll.

Personnel costs are the

primary component of each of these operating expense categories, which consist of cash-based personnel costs, such as salaries, benefits

Additionally, these categories include intangible amortization, amortization expense, interest expense, software costs, professional

fees and share-based compensation.

Operating Results

Comparison of Results of Operations for the nine month period ended

September 30, 2024 and September 30, 2023

Comparison of Results of Operations for the Three-Month periods

ended March 31, 2025 and March 31, 2024

The following table summarizes

our results of operations for the nine months ended September 30, 2024 and 2023:

For the Nine months Ended

September 30,

our results of operations for the three month periods ended March 31, 2025 and 2024:

For the Three Months Ended

Statement of Operations and Comprehensive Loss Data:

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Other income/(expense)

Other total comprehensive income (loss):

Change in foreign currency translation, net of tax

Total comprehensive loss

$ (3,501,716 )

Basic and diluted loss per share to shareholders

Our revenues are derived

primarily from software licensing.

Revenue was $57,288 for the nine month period ended September 30, 2024, representing a decrease of

$179,665, or 76%, from $236,953 for the nine month period ended September 30, 2023.

The decrease was primarily due to a significant reduction

in the number of clients from September 30, 2023 to September 30, 2024.

Revenue was $199,347 for the three month period ended March 31, 2025,

representing an increase of $172,844, or 652%, from $26,403 for the three month period ended March 31, 2024.

The increase was primarily

due to consulting services attributed to the ASPIS arrangement which accounted for approximately $176,000 during the three months ended

March 31, 2025.

Cost of revenues

Cost of revenues was $40,277

for the nine month period ended September 30, 2024, representing a decrease of $39,220, or 49%, from $79,497 for the nine month period

ended September 30, 2023.

The decrease was in line with the decrease in revenue.

Cost of revenues was $8,223 for the three month period ended March 31,

2025, representing a decrease of $15,823, or 66%, from $24,046 for the three month period ended March 31, 2024.

The decrease was primarily

due to significant reductions in staff related to our company restructuring and third-party support.

Research and development

was $118,077 for the nine month period ended September 30, 2024, representing a decrease of $938,841, or 89%, from $1,056,918 for the

nine month period ended September 30, 2023.

The decrease was primarily due to a reduction in staffing levels, including a large portion

of our engineering staff, and a reduction in software costs.

Selling, general and administrative

was $6,149 for the three month period ended March 31, 2025, representing a decrease of $33,263, or 84%, from $39,412 for the three month

period ended March 31, 2024.

The decrease was primarily due to a reduction in staffing levels, including a large portion of our engineering

staff, and a reduction in software costs.

Selling, general and administrative

was $3,429,062 for the nine month period ended September 30, 2024, representing a decrease of $1,044,648, or 23%, from $4,473,710 for

the nine month period ended September 30, 2023.

The decrease was primarily due to a decrease in payroll as the Company reduced head count

and a decrease in professional fees.

Selling, general and administrative was $1,357,736 for the three month

period ended March 31, 2025, representing a decrease of $106,745, or 7%, from $1,464,481 for the three month period ended March 31, 2024.

The decrease was primarily due to a decrease in administrative employees and professional fees.

Loss from Operations

Loss from operations was

$3,530,128 for the nine month period ended September 30, 2024, representing a decrease of $1,843,044, or 34%, from $5,373,172 for the

nine month period ended September 30, 2023.

The decrease was primarily the result of decreased spend on professional fees and payroll.

$1,172,761 for the three month period ended March 31, 2025, representing a decrease of $328,675, or 22%, from $1,501,436 for the three

month period ended March 31, 2024.

The decrease was primarily the result of decreased spend on professional fees and headcount.

The effect of inflation on

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Liquidity and Capital Resources

We had cash of $471,248 and

a working capital surplus of $1,215,990 as at September 30, 2024, compared to a cash position of $4,689,007 and working capital surplus

We had cash of $2,432,219

and a working capital balance of $2,726,545 as at March 31, 2025, compared to a cash position of $3,065,914 and working capital balance

of $3,509,272 as at December 31, 2024.

The decrease in our cash position and decrease in working capital surplus was related to using

The decrease in our cash position and decrease in working capital balance was related to using

cash to fund operations and ongoing losses.

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the availability of public and private debt and equity financing;

changes in exchange rates which will impact our generation of cash flows from operations when measured in CAD;

our capital expenditure requirements.

Since inception, we have incurred significant operating losses.

the years ended December 31, 2023 and 2022, we incurred net losses of approximately $10.5 million and $22.4 million, respectively.

the nine months ended September 30, 2024 the company incurred a net loss of $3.5 million.

During such periods, we have financed our operations

primarily through an initial public offering of our common shares in January 2021 and subsequent public offerings, registered direct offerings,

Since inception, we have

incurred significant operating losses.

For the three months ended March 31, 2025 and 2024, we incurred net losses of approximately $1.2

million and $1.5 million, respectively.

During such periods, we have financed our operations primarily through an initial public offering

of our common shares in January 2021 and subsequent public offerings, registered direct offerings, convertible debt, warrant exercises

and private placements.

In February 2023, we completed a registered direct offering of our common shares in which we received gross proceeds

of $2.25 million and net proceeds of approximately $2 million.

In October 2023, we completed a public direct offering of our common shares

in which we received gross proceeds of approximately $3 million and net proceeds of approximately $2.5 million.

In November 2023, we completed

a private placement of our equity securities in which we received gross proceeds of $2.6 million.

Throughout 2023, we received approximately

$4.6 million in proceeds from warrant exercises.

Our cash and cash equivalents as of December 31, 2023 was $4.7 million.

Our primary cash

needs are for working capital requirements, capital expenditures and to fund our operations.

In October 2024 warrant holders exercised $0.9 million of warrants into common stock.

Also, in November and December

2024 the Company raised $2.5 million of convertible debt.

Our cash and cash equivalents as of March 31, 2025 was $2.4 million.

cash needs are for working capital requirements, capital expenditures and to fund our operations.

We are subject to the risks

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through operations indicates that a material uncertainty exists that may cast significant doubt on our ability to continue as a going

While we plan to increase

our cash flow from our operations to address some of our liquidity concerns, to date we have been unable to do so and are experiencing

declining revenues.

Accordingly, we are evaluating other strategic alternatives.

However, to execute our business plan and implement our

business strategy, we anticipate that we will need to obtain additional financing and may choose to raise additional funds through public

or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements.

We cannot be sure that

any additional funding, if needed, will be available on terms favorable to us or at all.

Furthermore, any additional capital raised through

the sale of equity or equity-linked securities may dilute our current shareholders’ ownership in us and could also result in a decrease

in the market price of our common shares.

The terms of those securities issued by us in future capital transactions may be more favorable

to new investors and may include the issuance of warrants or other derivative securities, which may have a further dilutive effect.

any debt financing, if available, may subject us to restrictive covenants and significant interest costs.

There can be no assurance that

we will be able to raise additional capital, when needed, to continue operations in their current form.

If we cannot raise needed funds,

we might be forced to make substantial reductions in our operating expenses, including reductions in our research and development expenses

or headcount reductions, which could adversely affect our ability to implement our business plan and ultimately our viability as a company,

or we may be forced to liquidate the company.

We plan to increase our cash

flow from our operations to address some of our liquidity concerns and are evaluating other strategic alternatives.

However, to execute

our business plan and implement our business strategy, we anticipate that we will need to obtain additional financing from time to time

and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates

or other arrangements.

We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all.

Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current shareholders’

ownership in us and could also result in a decrease in the market price of our common shares.

The terms of those securities issued by

us in future capital transactions may be more favorable to new investors and may include the issuance of warrants or other derivative

securities, which may have a further dilutive effect.

Furthermore, any debt financing, if available, may subject us to restrictive covenants

and significant interest costs.

There can be no assurance that we will be able to raise additional capital, when needed, to continue operations

in their current form.

If we cannot raise needed funds, we might be forced to make substantial reductions in our operating expenses, including

reductions in our research and development expenses or headcount reductions, which could adversely affect our ability to implement our

business plan and ultimately our viability as a company.

The following summarizes

the key components of our cash flows for the nine months period ended September 30, 2024 and 2023:

September 30,

the key components of our cash flows for the three month periods ended March 31, 2025 and 2024:

Three Months Ended

Net cash used in operating activities

$ (1,757,911 )

$ (4,355,723 )

Net cash used in investing activities

Net cash provided by financing activities

Effect of exchange rates

Net increase (decrease) in cash

Effect of foreign exchange

Net decrease in cash and cash equivalents

$ (1,796,651 )

Operating Activities

Net cash used in operating activities for the nine month period ended

September 30, 2024 was $4,255,345 as compared to $4,355,723 for the nine month period ended September 30, 2023.

The decrease in cash used

in operating activities was primarily attributable to the change in our net loss of $1,436,364 offset by increase in non-cash stock compensation

offset by a decrease in amortization of intangible assets.

Net cash used in operating activities for the three month period ended March 31, 2025 was $641,445 as compared to $1,757,911 for the three

month period ended March 31, 2024.

The decrease in cash used in operating activities was primarily attributable to a decrease in the net

loss of $345,206, increase of stock-based compensation of $205,135 and a decrease of working capital accounts of $566,125.

Investing Activities

Net cash used in investing

activities for the nine month period ended September 30, 2024 was none as compared to $14,106 for the nine month period ended September

The change in cash flow used in investing activities was primarily attributable to a significant reduction in payroll capitalized

for the development of intangible assets.

No cash was used in or provided

by investing activities for the three months ended March 31, 2025 and 2024, respectively.

Financing Activities

Net cash provided by financing

activities was none for the nine month period ended September 30, 2024 as compared to $5,362,978 for the nine month period ended September

The change in cash flow provided by financing activities was mainly attributable to proceeds we received from the issuance

of common shares, net of issuance costs, exercise of warrants and options, which was offset by repayments on notes payable and lease

liabilities in 2023.

Notes Payable

From 2017 to December 31,

2022, we issued $4,750,818 aggregate principal amount of promissory notes primarily to Brian Tingle, one of our directors.

The notes bore

interest at the prime rate of the Bank of Canada, which has ranged from 2.45% to 3.95% per annum, compounded annually, that was payable

quarterly, and had a maturity date of three years from the date of issuance.

As of December 31, 2023, all loans have been repaid and we

had recorded $0 in accrued interest that was included in accounts payable and accrued liabilities.

No cash was used in or provided

by financing activities for the three months ended March 31, 2025 and 2024, respectively.

Critical Accounting Policies and Estimates

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relate to, but are not limited to, the following:

Estimate for excess credit losses

We apply the Current Expected

Credit Loss (CECL) model under ASC 326 for impairment of financial assets.

This model requires the recognition of an allowance for credit

losses based on expected losses over the life of the asset.

If the credit risk of a financial asset decreases in a subsequent period,

any previously recognized impairment loss is reversed through profit or loss, limited to the extent that the carrying amount does not

exceed what the amortized cost would have been had the impairment not been recognized.

Deferred financing costs

consist primarily of direct incremental costs related to our public offerings of our common stock completed in February 2023.

Upon completion

of our public offering and financing any deferred costs were offset against the proceeds.

Property and equipment

Property and equipment is

stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

Such cost includes the cost of replacing part

of the property and equipment.

All other repair and maintenance costs are recognized in the consolidated statements of operations and

comprehensive loss.

The initial cost of property and equipment comprises its purchase price or construction cost and any costs directly

attributable to bringing it to a working condition for its intended use.

The purchase price or construction cost is the aggregate amount

of cash consideration paid and the fair value of any other consideration given to acquire the asset.

Where an item of property and equipment

is comprised of significant components with different useful lives, the components are accounted for as separate items of property and

For all property and equipment, depreciation is calculated over the depreciable amount, which is the cost of an asset less

its residual value.

Depreciation is calculated starting on the date that property and equipment is available for its intended use.

Intangible assets

Intangible assets acquired

separately were measured upon initial recognition at cost, which comprises the purchase price plus any costs directly attributable to

the preparation of the asset for its intended use.

Intangible assets acquired through business combinations (Xcite Interactive) or asset

acquisitions were initially recognized at fair value as at the date of acquisition.

After initial recognition, intangible assets were

carried at cost less accumulated amortization and any accumulated impairment charges.

We account for income taxes

utilizing the assets and liability method.

Under this method, deferred tax assets and liabilities are determined based on differences

between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating

loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse.

A valuation allowance is

recorded against deferred tax assets (DTA’s) when management does not believe that the realization of DTA’s is more likely

While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant

differences in actual results may materially affect our future financial results.

We recognize any uncertain

income tax positions at the largest amount that is more-likely-than-not to be sustained upon audit by relevant taxing authority.

income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Our policy is to recognize interest

and/or penalties related to income tax matters in income tax expense.

As of September 30, 2024 and 2023, we did not record any accruals

for interest and penalties.

We do not foresee material changes to our uncertain tax positions within the next twelve months.

Determination of share-based payments

Revenue recognition

The Company recognizes revenue

when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects

to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that an entity determines are within

the scope of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”),

the entity performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations

in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company only recognizes revenue from contracts

when it is probable that the entity will collect substantially all the consideration it is entitled to in exchange for the goods or services

it transfers to the customer.

The Company earns revenue

in two primary ways:

1) the sales of software-as-a-service (SAAS) from its interactive production software platform or 2) development

and maintenance of custom-built software or other professional services.

The Company recognizes SAAS

revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied.

Payment terms

vary by contract and can be periodic or one-time payments.

The Company determines that the customer receives and consumes the benefits

of the service simultaneously as the service is provided.

The transaction price is allocated to the contractual performance obligations

and recognized ratably over the contract term.

The Company recognizes revenues

received from the development and maintenance of custom-built software and other professional services provided upon the satisfaction

of its performance obligation in an amount that reflects the consideration to which the Company expects to be entitled in exchange for

those services.

Performance obligations can be satisfied either at a single point in time or over time.

For those performance obligations

that are satisfied at a single point in time, the revenue is recognized at that time.

For each performance obligation satisfied over time,

the Company recognizes revenue by measuring the progress toward complete satisfaction of that performance obligation.

generally measures progress comparing hours incurred to total estimated hours.

For revenues received from

the sales of advertising, the Company is deemed the agent in its revenue agreements.

The Company does not own or obtain control of the

digital advertising inventory.

The Company recognizes revenues upon the achievement of agreed-upon performance criteria for the advertising

inventory, such as a number of views, or clicks.

As the Company is acting as an agent in the transaction, the Company recognizes revenue

from sales of advertising on a net basis, which excludes amounts payable to partners under the Company’s revenue sharing agreements.

The Company’s contracts

with customers may include promises to transfer multiple products and services.

For these contracts, the Company accounts for individual

performance obligations separately if they are capable of being distinct and distinct within the context of the contract.

whether products and services are considered distinct performance obligations may require significant judgment.

Judgment is also required

to determine the stand-alone selling price, for each distinct performance obligation.

During the three months ended March 31, 2025, the Company recognized

$176,000 attributed to professional services.

License Revenue

We recognize revenue when

or as the performance obligations in the contract are satisfied.

For performance obligations that are fulfilled at a point in time, revenue

is recognized at the fulfillment of the performance obligation.

Since the IP is determined to be a functional license, the value of the

grant of use is recognized in the first period of the contract term in which the license agreement is in force.

For the three months ended

March 31, 2025, no revenue was recognized on our functional IP as the Technology Agreement with ASPIS as the license had not been delivered

to ASPIS during the year.

Stock-based compensation

The estimation of share-based

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These estimates may not necessarily be indicative of future actual patterns.

Deferred revenues and revenue recognition

Revenue recognition of sales

is recorded on a monthly basis upon delivery or as the services are provided.

Cash received in advance for services are recorded as deferred

revenue based on the proportion of time remaining under the service arrangement as of the reporting date.

Functional currency

The functional currency for

each of our subsidiaries is the currency of the primary economic environment in which the respective entity operates.

Such determination

involves certain judgements to identify the primary economic environment.

We reconsider the functional currency of our subsidiaries if

there is a change in events and/or conditions which determine the primary economic environment.

Quantitative and Qualitative Disclosures about Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis