10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number 000-56417

RDE, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-2482974
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

5880 Live Oak Parkway, Suite 100

Norcross, Georgia

30093

(Address of principal executive offices)

(ZIP Code)

(847) 506-9680

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001	RSTN	OTCQB Venture Stage Marketplace

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 14,152,378 shares of common stock outstanding as of July 15, 2022.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	F-1
Item 1. Condensed Financial Statements	F-1
Condensed Balance Sheets - June 30, 2022 (Unaudited) and December 31, 2021	F-1
Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021 (Unaudited)	F-2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2022 and 2021 (Unaudited)	F-3
Condensed Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (Unaudited)	F-5
Notes to Condensed Financial Statements three and six months ended June 30, 2022 and 2021 (Unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3. Quantitative and Qualitative Disclosures About Market Risk	10
Item 4. Controls and Procedures	10
PART II – OTHER INFORMATION	11
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Mine Safety Disclosures	11
Item 5. Other Information	11
Item 6. Exhibits	12

i

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, which address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures, growth, product development, sales, business strategy, statements related to any further expected effects on our business from the coronavirus (“COVID-19”) pandemic, inflation, the Russia-Ukraine conflict, and other similar matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the continued duration and scope of the COVID-19 pandemic and any impact on the demand for our products; our ability to obtain needed raw materials and components from our suppliers; additional actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that we could take to reduce operating costs; our inability to sustain profitable sales growth, convert inventory to cash, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 1-K for the year ended December 31, 2021. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein.

ii

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RDE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2022			2021
	(Unaudited)
ASSETS
Current assets:
Cash	$	2,157,220		$	1,930,325
Accounts receivable		45,466			118,100
Deposits with credit card processor		87,237			87,237
Prepaid expenses and other current assets		193,071			153,374
Total current assets		2,482,994			2,289,036
Operating lease right of use asset, net		161,702			219,739
Acquired software and technology, net		393,985			-
Total assets	$	3,038,681		$	2,508,775
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current liabilities:
Accounts payable	$	1,186,514		$	976,605
Accrued expenses		724,397			704,715
Deferred revenue		198,468			230,405
Government assistance notes payable, current portion		40,000			11,115
Operating lease liability, current portion		117,278			110,499
Convertible debt assumed upon reverse merger, including accrued interest of $15,637 and $11,537 at June 30, 2022 and December 31, 2021, respectively		35,637			31,537
Acquisition notes payable, current portion, including accrued interest of $206,877 at June 30, 2022		1,753,848			-
Total current liabilities		4,056,142			2,064,876
Operating lease liability, net of current portion		48,217			111,597
Acquisition notes payable, including accrued interest of $274 and $162,300 at June 30, 2022 and December 31, 2021, respectively		94,217			1,662,300
Government assistance notes payable, including accrued interest of $32,977 and $25,321 at June 30, 2022 and December 31, 2021, respectively, net of current portion		657,477			1,689,741
Total liabilities		4,856,053			5,528,514
Commitments and Contingencies
Stockholders’ deficiency:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding					-
Common stock, $0.001 par value, 750,000,000 shares authorized; 14,119,045 and 12,879,428 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		14,119			12,880
Additional paid-in-capital		57,997,910			56,875,273
Common stock issuable, 383,343 shares		383,343			383,343
Accumulated deficit		(60,212,744	)		(60,291,235	)
Total stockholders’ deficiency		(1,817,372	)		(3,019,739	)
Total liabilities and stockholders’ deficiency	$	3,038,681		$	2,508,775

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

RDE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues	$	1,811,154		$	788,776		$	2,570,934		$	1,599,261
Operating expenses
Cost of revenues		497,733			97,243			598,298			210,353
Selling, general and administrative expenses		1,475,455			2,808,490			2,912,050			5,065,366
Amortization of intangible assets		31,044			144,000			49,524			336,000
Total operating expenses		2,004,232			3,049,733			3,559,872			5,611,719
Loss from operations		(193,078	)		(2,260,957	)		(988,938	)		(4,012,458	)
Other income (expenses)
Interest		(29,112	)		(38,138	)		(55,706	)		(67,322	)
Financing costs					(7,500	)		-			(7,500	)
Gain on legal settlement					-			69,000			-
Gain on vendor settlement		28,600			-			28,600			-
Gain from forgiveness of government assistance notes payable		-			-			1,025,535			648,265
Total other income (expenses)		(512	)		(45,638	)		1,067,429			573,443
Net income (loss)	$	(193,590	)	$	(2,306,595	)	$	78,491		$	(3,439,015	)
Net earnings/(loss) per share – basic	$	(0.01	)	$	(0.19	)	$	0.01		$	(0.29	)
Net earnings/(loss) per share –diluted	$	(0.01	)	$	(0.19	)	$	0.01		$	(0.29	)
Weighted average common shares outstanding – basic		14,090,269			12,265,205			13,391,965			11,779,334
Weighted average common shares outstanding – diluted		14,090,269			12,265,205			14,321,975			11,779,334

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

RDE, INC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

For the Three Months Ended June 30, 2022

(Unaudited)

	Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, March 31, 2022		-	$	-		13,803,261	$	13,803		383,343	$	383,343	$	57,448,885	$	(60,019,154	)	$	(2,173,123	)
Fair value of vested options						-		-						18,495					18,495
Fair value of vested restricted stock units						-		-						33,937					33,937
Issuance of common stock for services		-		-		189,784		190		-		-		210,319					210,509
Issuance of common stock for vendor balance		-		-		26,000		26						36,374					36,400
Issuance of common stock for cash		-		-		100,000		100		-		-		249,900					250,000
Net loss		-		-		-		-		-		-		-		(193,590	)		(193,590	)
Balance, June 30, 2022		-	$	-		14,119,045	$	14,119		383,343	$	383,343	$	57,997,910	$	(60,212,744	)	$	(1,817,372	)

For the Six Months Ended June 30, 2022

(Unaudited)

	Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		-	$	-		12,879,428	$	12,880		383,343	$	383,343	$	56,875,273	$	(60,291,235	)	$	(3,019,739	)
Fair value of vested options						-		-						119,496					119,496
Fair value of vested restricted stock units						83,833		-						45,554					45,554
Issuance of common stock to employees		-		-		240,000		323		-		-		161,594					161,917
Issuance of common stock for services		-		-		189,784		190		-		-		210,319					210,509
Issuance of common stock for vendor balance		-		-		26,000		26						36,374					36,400
Issuance of common stock for cash		-		-		100,000		100		-		-		249,900					250,000
Issuance of common stock for GameIQ acquisition		-		-		600,000		600		-		-		299,400					300,000
Net income		-		-		-		-		-		-		-		78,491			78,491
Balance, June 30, 2022		-	$	-		14,119,045	$	14,119		383,343	$	383,343	$	57,997,910	$	(60,212,744	)	$	(1,817,372	)

F-3

For the Three Months Ended June 30, 2021

(Unaudited)

	Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, March 31, 2021		-	$	-		11,754,980	$	11,755		383,343	$	383,343	$	53,776,414	$	(56,432,432	)	$	(2,260,920	)
Fair value of vested options														437,877					437,877
Issuance of common stock for service		-		-		353,750		354		-		-		1,057,035					1,057,389
Fair value of common stock for note payable extension		-		-		3,000		3		-		-		7,497					7,500
Issuance of common stock for cash		-		-		619,586		619		-		-		1,535,847					1,536,466
Net loss		-		-		-		-		-		-		-		(2,306,595	)		(2,306,595	)
Balance, June 30, 2021		-	$	-		12,731,316	$	12,731		383,343	$	383,343	$	56,814,670	$	(58,739,027	)	$	(1,528,283	)

For the Six Months Ended June 30, 2021

(Unaudited)

	Preferred Stock				Common Stock				Common Stock Issuable				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2020		-	$	-		11,217,324	$	11,217		383,343	$	383,343	$	52,300,092	$	(55,300,012	)	$	(2,605,360	)
Fair value of vested options														437,877					437,877
Issuance of common stock for service		-		-		735,646		736		-		-		2,171,513					2,172,249
Issuance of common stock for note payable extension						3,000		3						7,497					7,500
Proceeds from issuance of common stock, net of offering costs		-		-		775,346		775		-		-		1,897,691					1,898,466
Net loss		-		-		-		-		-		-		-		(3,439,015	)		(3,439,015	)
Balance, June 30, 2021		-	$	-		12,731,316	$	12,731		383,343	$	383,343	$	56,814,670	$	(58,739,027	)	$	(1,528,283	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

RDE, INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2022 and 2021

(Unaudited)

	Six Months ended June 30,
	2022			2021
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	78,491		$	(3,439,015	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Amortization of intangible assets		49,524			336,000
Financing costs		-			7,500
Fair value of vested options		119,496			437,877
Fair value of vested restricted stock units		45,554			-
Fair value of common stock issued for services		210,509			2,172,249
Fair value of common stock issued for employees		161,917			-
Gain in vendor settlement		(28,600	)		-
Gain on legal settlement		(69,000	)		-
Gain on forgiveness of government assistance note payable		(1,025,535	)		(648,265	)
Change in right of use assets		58,037			55,954
Changes in operating assets and liabilities:
Accounts receivable		72,634			190,586
Prepaid expenses and other current assets		(39,697	)		(98,669	)
Accounts payable		274,910			238,341
Accrued expenses		88,682			(39,515	)
Deferred revenue		(31,937	)		-
Accrued interest payable		55,706			29,863
Accrued payroll and advances – related party		-			43,500
Operating lease liability		(56,601	)		(45,518	)
Net cash used in operating activities		(35,910	)		(759,112	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on GameIQ acquisition		12,805			-
Net cash provided by investing activities		12,805			-
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bridge note payable		-			(203,147	)
Repayment of convertible notes payable		-			(400,000	)
Repayment of acquisition obligation		-			(25,914	)
Proceeds from notes payable – government assistance loans		-			1,025,535
Proceeds from offering		250,000			1,843,117
Net cash provided by financing activities		250,000			2,239,591
Net increase in cash and cash equivalents		226,895			1,480,479
Cash and cash equivalents beginning of period		1,930,325			600,576
Cash and cash equivalents end of period	$	2,157,220		$	2,081,055
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	-		$	23,671
Taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquired software and technology from acquisition of GameIQ	$	443,509		$	-
Fair value of common shares issued on acquisition of GameIQ	$	300,000		$	-
Notes payable issued from acquisition of GameIQ	$	140,914		$	-
Government assistance notes payable and accrued interest assumed on acquisition of GameIQ	$	15,400		$	-
Fair value of common shares issued in settlement of vendor payable	$	36,400		$	-
Common stock subscription receivable	$	-		$	55,349

The accompanying notes are integral part of these condensed consolidated financial statements.

F-5

RDE, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

1. Basis of Presentation

The accompanying interim condensed consolidated financial statements of RDE, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at June 30, 2022 and the results of operations and cash flows for the three and six months ended June 30, 2022 and 2021. Intercompany transactions and balances have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 1-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 11, 2022.

The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022.

COVID-19 Considerations

In March 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic (the “COVID-19 pandemic”). In response to the COVID-19 pandemic, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of the customers on whom the Company’s business relies, including restaurants and hotels and other accommodation providers, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and the Company’s workforce, operations and customers. The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in restaurants activities, travel and accommodation activities and consumer demand for related services. The Company’s financial results and prospects are dependent on the sale of these services.

The Company’s operations have been significantly and negatively impacted. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. With the spread of COVID-19 to other regions, such as Europe and the United States, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be an extended period of time.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company recorded an operating loss of $988,938 and used cash in operations of $35,910 and had a stockholders’ deficit of $1,817,372 as of that date. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-6

At June 30, 2022, the Company had cash on hand in the amount of $2,157,220. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing.

Reclassifications

Certain prior year amounts, consisting primarily of accrued acquisition obligations, have been reclassified as a component of accrued expenses for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations, total stockholders’ deficiency or cash flows from operations.

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue- producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

1)	identification of the agreement with a customer;
2)	identification of the performance obligations in the agreement;
3)	determination of the transaction price;
4)	allocation of the transaction price to the performance obligations in the agreement; and,
5)	recognition of revenue when or as a performance obligation is satisfied.

F-7

The Company operates on-line websites that sells discounted restaurant coupons, travel and vacation packages and other merchandise across a wide range of product categories including but not limited to computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products and collectibles. In addition, we also generate revenues based upon the number of times a third party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

Sale of Restaurant Coupons

We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. We recognize revenue at a gross basis upon sale and collection of the restaurant coupons from customers. We have no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally nonrefundable. The Company accepts a customer’s request to transfer a restaurant coupon from one third-party restaurant to another (e.g. closure of restaurant).

Sale of Travel, Vacation and Merchandise

We also derive revenue from transactions in which we sell complimentary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from us and redeem them with our merchant partners. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by us to our partners.

Advertising Revenues

We also have agreements with selected third party partners such as Google Ads wherein third party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. We generate revenues based upon the number of times the third party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of statement and/or proceeds from the third party partners.

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Three Months Ended June 30, 2022
Business to consumer (B2C)	$	157,774	$	72,874	$	42,632	$	273,280
Business to business (B2B)		1,524,934		-		-		1,524,934
Other		12,940		-		-		12,940
Total	$	1,695,648	$	72,874	$	42,632	$	1,811,154
Three Months Ended June 30, 2021
Business to consumer (B2C)	$	233,230	$	100,232	$	45,405	$	378,867
Business to business (B2B)		409,579		-		-		409,579
Other		330		-		-		330
Total	$	643,139	$	100,232	$	45,405	$	788,776

F-8

In the following table, revenue is disaggregated by our divisions and type of revenue for the six months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Six Months Ended June 30, 2022
Business to consumer (B2C)	$	355,012	$	149,602	$	91,463	$	596,077
Business to business (B2B)		1,953,709		-		-		1,953,709
Other		21,148		-		-		21,148
Total	$	2,329,869	$	149,602	$	91,463	$	2,570,934
Six Months Ended June 30, 2021
Business to consumer (B2C)	$	426,818	$	169,156	$	83,123	$	679,097
Business to business (B2B)		912,825		-		-		912,825
Other		7,339		-		-		7,339
Total	$	1,346,982	$	169,156	$	83,123	$	1,599,261

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

At June 30, 2022 and 2021, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	June 30, 2022		June 30, 2021
Convertible notes payable		23,758		19,286
Common stock issuable		-		383,343
Common stock warrants		20,667		54,000
Common stock options		648,116		187,108
Total		692,541		643,737

Stock-Based Compensation

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

F-9

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

Advertising Costs

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the six months ended June 30, 2022 and 2021, advertising costs were $247,759 and $364,375, respectively.

Concentrations

Revenues. During the three and six months ended June 30, 2022, one customer accounted for 61% and 43% of revenues, respectively. No other customer exceeded 10% of revenues during the current or prior year periods.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The three levels of the fair value hierarchy are as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

F-10

Acquisitions and Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

Intangible Assets with Finite Useful Lives

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. On February 28, 2022, the Company recorded intangible assets of $443,509 as a result of the acquisition of GameIQ (see Note 3).

Operating Segments

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

F-11

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

3. Acquisition of GameIQ

On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock with a fair value of $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022. The Company accounted for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

F-12

The following is a provisional allocation of the purchase price as determined by the Company’s management. The Company determined that the entire purchase price be allocated to acquired software and technology. The following table summarizes the assets acquired, liabilities assumed and provisional purchase price allocation:

	Fair Value
Consideration paid:
Notes payable	$	140,914
Government assistance note payable and accrued interest (EIDL)		15,400
Common stock (600,000 shares of common stock at $0.50 per share)		300,000
Total consideration paid	$	456,314
Provisional Purchase price allocation
Acquired assets (cash)	$	12,805
Acquired software and technology		443,509
Total purchase price	$	456,314

The Company estimated that the recorded intangible assets totaled $297,148 and have a two-year estimate life and are subject to amortization.

	Assigned Life	June 30, 2022
Intangible Assets
Acquired software and technology	24 months		443,509
			443,509
Accumulated amortization			(49,524	)
Total acquired software and technology, net of amortization		$	393,985

During the six months ended June 30, 2022, the company recorded amortization expense of $49,524. The following table summarizes the amortization expense to be recorded in future periods for intangible assets that are subject to amortization:

Year Ending	Amortization
2022 (remaining)	$	135,271
2023		221,754
2024		36,959
Total	$	393,985

The purchase price allocation is provisional. Pursuant to current accounting and SEC guidelines, the Company has period of one year to finalize the purchase price allocation. The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of GameIQ based on the historical financial statements of the Company and GameIQ. The unaudited pro forma statements of operations for the six months ended June 30, 2022 and 2021 give effect to the transaction as if it had occurred on January 1, 2021.

	Six Month Ended June 30,
	2022			2021
	(Proforma, unaudited)			(Proforma, unaudited)
Revenues	$	2,575,506		$	1,610,648
Operating expenses
Direct cost of revenues		599,194			213,221
Selling, general and administrative expenses		2,929,516			5,223,794
Amortization of intangible assets		24,762			484,574
Total operating expenses		3,553,472			5,921,589
Loss from operations		(977,966	)		(4,310,941	)
Other income
Other income		1,067,429			573,443
Total Other income		1,067,429			573,443
Net income (loss)	$	89,463		$	(3,737,498	)

F-13

Pursuant to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows:

	March 1, 2022 to June 30, 2022
	(unaudited)
Revenues	$	8,465
Direct cost of revenues		(11,330	)
Selling, general and administrative expense		(13,620	)
Net loss	$	(16,485	)

These amounts were included in the accompanying Consolidated Statement of Operations.

4. Deposit with Credit Card Processor

The Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The Company was required to place a security deposit in order to secure the third-party services. The security deposit does not bear interest and is refundable upon termination of the agreement. The outstanding security deposit was $87,237 as of June 30, 2022 and December 31, 2021.

5. Leases

The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month.

As of December 31, 2021, the ROU assets were $219,739. During the six months ended June 30, 2022, the Company reflected a change in its ROU asset of $58,037, resulting in a ROU asset balance of $161,702 as of June 30, 2022.

As of December 31, 2021, ROU lease liabilities were $222,096. During the six months ended June 30, 2022, the Company made lease payments of $56,601 towards its ROU lease liability. As of June 30, 2022, ROU lease liabilities under operating leases totaled $165,495, of which $117,278 were reflected as current due.

F-14

6. Convertible Debt Assumed Upon Reverse Merger - Past Due

Convertible debt assumed upon reverse merger consists of the following at June 30, 2022 and December 31, 2021:

	June 30,		December 31,
	2022		2021
Total principal balance	$	20,000	$	20,000
Accrued interest		15,637		11,537
Total principal and accrued interest	$	35,637	$	31,537

On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum. At June 30, 2022 and December 31, 2021, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $15,637 and $11,537, respectively. As of June 30, 2022, convertible debt assumed in the transaction, including accrued interest payable, was convertible at $1.50 per share into 23,758 shares of the Company’s common stock.

7. Acquisition Notes Payable

Acquisition notes payable consists of the following at June 30, 2022 and December 31, 2021:

	June 30,			December 31,
	2022			2021
GameIQ acquisition note payable	$	140,914		$	-
Restaurant.com acquisition note payable		1,500,000			1,500,000
Total principal balance		1,640,914			1,500,000
Accrued interest		207,151			162,300
Total principal and accrued interest		1,848,065			1,662,300
Less current portion		(1,753,848	)		-
Non-current portion	$	94,217		$	1,662,300

GameIQ Acquisition Note Payable

On February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders, one for $78,813. and another for $62,101. In accordance with Notes, RDE, Inc. promises to pay to the order of the Holders the principal amounts together with annual interest on the unpaid principal amount of 1% computed on the basis of the actual number of days elapsed and a year of 365 days from the date of the Notes (the “Total Amount”), which shall be paid upon the earlier of (i) six (6) equal biannual installments with the first installment due on the six-month anniversary of February 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”). Notwithstanding any other provision of this Note, the Holders does not intend to charge, and the RDE, Inc. shall not be required to pay, any fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the RDE, Inc. or credited to reduce the principal hereunder. All payments received by the Holder will be applied first to costs of collection, if any, then the balance to the unpaid principal and interest. In the event of default, the notes to the holders are secured, in the manner that such payment to be made in cash or shares of the RDE, Inc.’s common stock at the election of the Holders. These Notes may be prepaid in whole or in part by the RDE, Inc. For purposes of clarity, if RDE’s payments to the Holders pursuant to (i) of the agreement, do not in the aggregate equal the Total Amount, the amount remaining owed to the Holders shall be paid to the Holders on or before the Maturity Date. As of June 30, 2022, the notes payable had an aggregate principal balance outstanding of $140,914 and accrued interest payable of $274.

F-15

Restaurant.com Note Payable

Pursuant to the terms of the acquisition agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. As of June 30, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $206,877 and $162,300 respectively.

8. Government Assistance Notes Payable

On June 30, 2022, and December 31, 2021, the notes payable balances and accrued interest payable are as follows:

	June 30,			December 31,
	2022			2021
Paycheck Protection Loan	$	-		$	1,025,535
Economic Injury/Disaster Loans		664,500			650,000
Total principal balance		664,500			1,675,535
Accrued interest		32,977			25,321
Total principal and accrued interest		697,477			1,700,856
Less current portion		(40,000	)		(11,115	)
Non-current portion	$	657,477		$	1,689,741

Paycheck Protection Note Payable

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bears interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance notes payable aggregating $1,025,535 was recognized in the statement of operations during the six months ended June 30, 2022.

Economic Injury Disaster Loans (EIDL):

On June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL, and accrued interest of $900, as part of the consideration paid for the acquisition of GameIQ (see Note 3).

The loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from the date of the promissory note over a period of 30 years. As of June 30, 2022, and December 31, 2021, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $32,977 and $25,321 respectively.

9. Stockholder’s Deficit

Preferred Stock

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding.

F-16

Common Stock

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2022 and December 31, 2021, the Company had 14,119,045 shares and 12,879,428 shares, respectively, of common stock issued, issuable and outstanding.

Common Stock Transactions

Issuance of Common Stock to Directors

During the six months ended June 30, 2022, the Company granted 720,000 of shares to members of the Company’s Board of Directors with a fair value of $360,000. The shares vest over a two-year period from grant date. As of June 30, 2022, the Company issued 240,000 of these shares of common stock with a fair value of $161,917, or $0.50 per share, to members of the Company’ Board Directors for services rendered. As of June 30, 2022, the aggregate amount of unvested compensation related to these common stock was approximately $200,000 which will be recognized as an expense as the common shares vest in future periods through February 28, 2024.

Issuance of Restricted Stock to Employees

During the six months ended June 30, 2022, the Company granted 150,500 shares of the Company’s restricted stock to employees with a fair value $75,250. The share vest over a two-year period from grant date. As of June 30, 2022, the Company issued 83,833 of these shares of restricted stock with a fair value of $45,554 or $0.50 per share, to these employees for services rendered. As of June 30, 2022, the aggregate amount of unvested compensation related to the restricted stock was approximately $28,000 which will be recognized as an expense as the restricted shares vest in future periods through February 28, 2024.

Issuance of Common Stock for Services

During the six months ended June 30, 2022, the Company issued 189,784 shares of common stock with an aggregate value of $210,509 to consultants for services rendered.

During the six months ended June 30, 2021, the Company issued 735,646 shares of common stock with an aggregate value of $2,172,249 to consultants for services rendered.

Issuance of Common Stock for Acquisition of GameIQ

During the six months ended June 30, 2022, the Company issued 600,000 shares of common stock with a fair value of $300,000, or $0.50 per share, as partial consideration paid on the acquisition of GameIQ (see Note 3).

Issuance of Common Stock for Cash

During the six months ended June 30, 2022, the Company received proceeds of $250,000, from the sale of 100,000 shares of common stock at an average price of $2.50 per share.

During the six months ended June 30, 2021, the Company received proceeds of $1,898,466, net of offering costs of $21,686, from the sale of 775,346 shares of common stock at an average price of $2.48 per share.

Issuance of Common Stock for Settlement of Vendor Balance

During the six months ended June 30, 2022, the Company issued 26,000 shares of common stock valued at $36,400 to extinguishment a vendor payable balance of $65,000, and recorded a gain on vendor settlement of $28,600, which was included in other income in the statement of operations during the six months ended June 30, 2022.

Issuance of Common Stock for Note Payable Extension

During the six months ended June 30, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee.

F-17

Summary of Stock Options

A summary of stock options for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Options		Price
Balance outstanding, December 31, 2021		187,116		12.38
Options granted		461,000		1.43
Options exercised		-		-
Options expired or forfeited		-		-
Balance outstanding, June 30, 2022		648,116	$	4.59
Balance exercisable, June 30, 2022		397,445	$	6.59

On February 28, 2022, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options exercisable into 461,000 shares to be issued to its employees. Of the 461,000 stock options issued, 60,000 stock options had an exercise price of $1.00 per share, with vesting of 33% on date of issuance, and then 33% on each subsequent anniversary date. The remaining 400,000 stock options had an exercise price of $1.50 per share, with 160,000 stock options vesting on March 1, 2022, and 10,000 stock options vesting each month thereafter beginning on April 1, 2022.

The stock options are exercisable at a weighted average price of $1.25 per share with an average life to expiration of approximately seven years. The total fair value of these options at grant date was approximately $243,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $0.53 per share, expected term of 4.50 years, volatility of 270%, dividend rate of 0%, and weighted average risk-free interest rate of 1.81%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the six months ended June 30, 2022, the Company recognized $119,496 of compensation expense relating to vested stock options. As of June 30, 2022, the aggregate amount of unvested compensation related to stock options was approximately $123,504 which will be recognized as an expense as the options vest in future periods through February 28, 2024.

The weighted average remaining contractual life of common stock options outstanding and exercisable at June 30, 2022 was 7.44 years. Based on a fair market value of $0.90 per share on June 30, 2022, there was no intrinsic value attributed to exercisable but unexercised common stock options at June 30, 2022.

Summary of Warrants

A summary of warrants for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Warrants		Price
Balance outstanding, December 31, 2021		20,667	$	9.00
Warrants granted		-		-
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Balance outstanding, June 30, 2022		20,667	$	9.00
Balance exercisable, June 30, 2022		20,667	$	9.00

The weighted average remaining contractual life of common stock warrants outstanding and exercisable at June 30, 2022 was 0.21 years. At June 30, 2022, all outstanding warrants are exercisable at $9.00 per common share. Based on a fair market value of $0.90 per share on June 30, 2022, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at June 30, 2022.

F-18

10. Contingencies

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following.

On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, and $24,000 in attorneys’ fees, which was included in accrued expenses in the consolidated balance sheets as of December 31, 2021. The Company filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which was paid on May 9, 2022. Since final settlement was $69,000 less than the amount accrued by the Company, a gain on legal settlement of $69,000 was recognized in the statements of operations during the six months ended June 30, 2022.

11. Subsequent Events

Issuance of Common Stock for Services

Subsequent to June 30, 2022, the Company issued 33,333 shares of common stock with a fair value of $20,000, or $0.60 per share, to consultants for services rendered.

F-19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 1-K for the year ended December 31, 2021, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report regarding forward-looking statements.

Business Overview

Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. Founded in 1999, we connect digital consumers, businesses, and communities offering dining and merchant deal options nationwide at over 182,500 restaurants and retailers to over 7.8 million customers. Our 12,500 core restaurants and 170,000 Dining Discount Pass restaurants and retailers extend nationwide. Our top three B2C markets are New York, Chicago and Los Angeles.

We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from us and redeem them with our merchant partners. We charge, and only collect, a service fee from our customers which allows them to download the discount certificates and redeem them at the restaurant. We receive no revenue or commission from the restaurants offering the discount deals.

We derive our revenue from transactions in which we sell complimentary entertainment and travel offerings and consumer products on behalf of third-party merchants. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by us to our partners.

Through our websites, www.restaurant.com, www.specials.restaurant.com, and mobile iOS and Android apps, we provide affordable dining and entertainment experiences. In addition to purchasing restaurant discount certificates, entertainment and travel deals and consumer products as well as company gift card redemption, our website and mobile platform provide additional information to assist the customer and encourage return visits to our websites, including restaurant menus, entrée pricing, mapping and directions, and extensive filtering options, including most popular, cuisine type and “Deals Near Me” for nearby restaurants. Paperless restaurant certificate redemption and validation can also occur on our mobile platforms. During the year ended December 31, 2020, there were an average of 700,000 unique visitors per month to our digital platforms including our mobile and Specials offerings. Since the launch of our mobile apps in 2012, mobile has grown from zero to 49% of our B2C revenue and over 60% of the B2C orders with over 6.4 million downloads of our apps for the year ended December 30, 2021.

Our B2B sales program has grown significantly since its introduction in 2004 and comprises 50% of revenue. Our high-value, low-cost features enable businesses to use Restaurant.com Gift Cards to entice new and existing customers to increase sales, promote customer satisfaction and incent desired behavior. The availability of use in every market, features like “never expire” and online exchange, and use by every customer demographic fit every business’s customer base; features no other incentive product can match.

1

In March 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and the related adverse public health developments, have adversely affected work forces, economies and financial markets globally. The outbreak has negatively impacted our revenues as a result of the temporary closures of restaurants throughout the United States where our discount certificates and Discount Dining Passes are accepted and where dining is being restricted to outdoor locations or to capacity constraints for indoor dining. We expect that for the next several months, as the virus continues to limit visits to restaurants and as many prospective patrons choose to order delivery of meals from restaurants or take advantage of picking-up meals from restaurants, to continue to negatively impact our revenues from purchase of our discount certificates, since they can only be redeemed when dining in the restaurants. In addition, our dining certificates are not accepted for payment by third-party platforms that facilitate ordering and delivery of food on-demand. As the COVID-19 pandemic appears to be abating, we expect an improvement in our revenues during the second half of the year ending December 31, 2022.

Recent Developments

On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. Following the merger, GameIQ shall merge with and into the Company. In addition, Balazs Wellisch will become Chief Technology Officer of Restaurant.com, a subsidiary of the Company. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022.

Inflation

Global inflation also increased during 2021 and in 2022. The Russia Ukraine conflict and other geopolitical conflicts, as well as related international response, have exacerbated inflationary pressures, including causing increases in the price for goods and services and global supply chain disruptions, which have resulted and may continue to result in shortages in food products, materials and services. Such shortages have resulted and may continue to result in inflationary cost increases for labor, fuel, food products, materials and services, and could continue to cause costs to increase as well as result in the scarcity of certain materials. We cannot predict any future trends in the rate of inflation or other negative economic factors or associated increases in our operating costs and how that may impact our business. To the extent we and the restaurant customers we service are unable to recover higher operating costs resulting from inflation or otherwise mitigate the impact of such costs on our and their business, our revenues and gross profit could decrease, and our financial condition and results of operations could be adversely affected.

Results of Operations - Three months ended June 30, 2022, compared to three months ended June 30, 2021

Overview

As reflected in the accompanying condensed consolidated financial statements, during the three months ended June 30, 2022, we realized a net loss of $193,590, compared to a net loss of $2,306,595 for the three months ended June 30, 2021.

The following is a more detailed discussion of our financial condition and results of operations for the period presented, along with prior periods.

Revenue

For the three months ended June 30, 2022 and 2021, the Company’s operating revenues consisted of revenues generated by the Restaurant.com business, and GameIQ, which we acquired on February 28, 2022.

2

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Three Months Ended June 30, 2022
Business to consumer (B2C)	$	157,774	$	72,874	$	42,632	$	273,280
Business to business (B2B)		1,524,934		-		-		1,524,934
Other		12,940		-		-		12,940
Total	$	1,695,648	$	72,874	$	42,632	$	1,811,154
Three Months Ended June 30, 2021
Business to consumer (B2C)	$	233,230	$	100,232	$	45,405	$	378,867
Business to business (B2B)		409,579		-		-		409,579
Other		330		-		-		330
Total	$	643,139	$	100,232	$	45,405	$	788,776

Revenue for the three months ended June 30, 2022, was $1,811,154, an increase of approximately $1,022,378 or 130%, as compared to $788,776 in the same period of the prior year. During the three months ended June 30, 2022, we entered into an agreement with a national mobile telephone provider (“Provider”) to provide our coupon codes to the Provider’s mobile phone application user that are verified nurses and teachers. Each Provider participant who redeemed the promotion received a dining credit of $25.00 and two movie tickets. The dining credit can be redeemed for a certificate at any of our participating local restaurants. The movie tickets provided by us are through Fandango for use at participating theatres. The agreement started and ended in May 2022, and we earned $1,106,447 in revenues from this agreement during the three months ended June 30, 2022.

Operating Expenses

Cost of Revenues

Cost of revenues consists primarily of the costs incurred to generate revenues, consisting primarily of transaction fees. Management expects these costs to increase in the future as the Company focuses on increasing its revenues.

Costs of revenues increased to $497,733 during the three months ended June 30, 2022, as compared to $97,243 during the three months ended June 30, 2021, as a result of our increase in revenue. During the three months ended June 30, 2022 and 2021, our cost of revenues, as a percentage of revenue, was 27% and 12%, respectively. The increase in cost of revenues, as a percentage of revenue, was from Fandango movie ticket costs related to the agreement with our Provider discussed above. No similar Provider agreement activity occurred during the prior year period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.

3

Selling, general and administrative expenses were $1,475,455 during the three months ended June 30, 2022, as compared to $2,808,490 during the three months ended June 30, 2021, a decrease of $1,333,035. The decrease was related mainly to a $1,232,325 decrease in stock-based compensation for directors, employees and contractors in the current period as compared to the prior year. Excluding stock-based compensation, our selling, general and administrative expenses increased $100,710 during the current period, related to general changes in our business and operations.

Amortization of Intangible Assets

Amortization of intangible assets relates to our acquisition of GameIQ effective February 28, 2022, and Restaurant.com, effective January 30, 2020. Amortization of intangible assets was $31,044 and $144,000 during the three months ended June 30, 2022 and 2021, respectively.

Loss from Operations

For the three months ended June 30, 2022, we incurred a loss from operations of $193,078, as compared to a loss from operations of $2,260,957 for the three months ended June 30, 2021. The decrease in loss from operations was due to the increase in revenue and our decreased operating expenses discussed above.

Other Income (Expenses)

The Company had other expenses of $512 for the three months ended June 30, 2022, as compared to other expense of $45,638 for the three months ended June 30, 2021. Other income for the three months ended June 30, 2022, consisted of a gain on vendor settlement of $28,600, offset by interest expense of $29,112. Other expense for the three months ended June 30, 2021, consisted of interest expense of $38,138 and financing costs of $7,500.

Net Income (Loss)

We realized a net loss of $193,590 for the three months ended June 30, 2022, as compared to realizing a net loss of $2,306,595 for the three months ended June 30, 2021. The decrease in net loss is primarily due to our increased revenue, decreased operating expenses, and decreased other expense, as discussed above.

Results of Operations - Six months ended June 30, 2022, compared to six months ended June 30, 2021

Overview

As reflected in the accompanying condensed consolidated financial statements, during the six months ended June 30, 2022, we realized a net income of $78,491 and used cash in operations of $35,910, compared to a net loss of $3,439,015 and used cash in operations of $759,112 for the six months ended June 30, 2021. As of June 30, 2022, we had a stockholders’ deficit of approximately $1,817,372.

The following is a more detailed discussion of our financial condition and results of operations for the period presented, along with prior periods.

Revenue

For the six months ended June 30, 2022 and 2021, the Company’s operating revenues consisted of revenues generated by the Restaurant.com business, and GameIQ, which we acquired on February 28, 2022.

4

In the following table, revenue is disaggregated by our divisions and type of revenue for the six months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Six Months Ended June 30, 2022
Business to consumer (B2C)	$	355,012	$	149,602	$	91,463	$	596,077
Business to business (B2B)		1,953,709		-		-		1,953,709
Other		21,148		-		-		21,148
Total	$	2,329,869	$	149,602	$	91,463	$	2,570,934
Six Months Ended June 30, 2021
Business to consumer (B2C)	$	426,818	$	169,156	$	83,123	$	679,097
Business to business (B2B)		912,825		-		-		912,825
Other		7,339		-		-		7,339
Total	$	1,346,982	$	169,156	$	83,123	$	1,599,261

Revenue for the six months ended June 30, 2022, was $2,570,934, an increase of approximately $971,673 or 61%, as compared to $1,599,261 in the same period of the prior year. During the six months ended June 30, 2022, we entered into an agreement with a national mobile telephone provider (“Provider”) to provide our coupon codes to the Provider’s mobile phone application user that are verified nurses and teachers. Each Provider participant who redeemed the promotion received a dining credit of $25.00 and two movie tickets. The dining credit can be redeemed for a certificate at any of our participating local restaurants. The movie tickets provided by us are through Fandango for use at participating theatres. The agreement started and ended in May 2022, and we earned $1,106,447 in revenues from this agreement during the six months ended June 30, 2022.

Operating Expenses

Cost of Revenues

Cost of revenues consists primarily of the costs incurred to generate revenues, consisting primarily of transaction fees. Management expects these costs to increase in the future as the Company focuses on increasing its revenues.

Costs of revenues increased to $598,298 during the six months ended June 30, 2022 as compared to $210,353 during the six months ended June 30, 2021, as a result of our increase in revenue. During the six months ended June 30, 2022 and 2021, our cost of revenues, as a percentage of revenue, was 23% and 13%, respectively. The increase in cost of revenues, as a percentage of revenue, was from Fandango movie ticket costs related to the agreement with our Provider discussed above. No similar Provider agreement activity occurred during the prior year period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of costs incurred to identify, communicate with and evaluate potential customers and related business opportunities, and compensation to officers and directors, as well as legal and other professional fees, lease expense, and other general corporate expenses. Management expects selling, general and administrative expenses to increase in future periods as the Company adds personnel and incurs additional costs related to its operation as a public company, including higher legal, accounting, insurance, compliance, compensation and other costs.

Selling, general and administrative expenses were $2,912,050 during the six months ended June 30, 2022, as compared to $5,065,366 during the six months ended June 30, 2021, a decrease of $2,153,316. The decrease was related mainly to a $2,072,650 decrease in stock-based compensation for directors, employees and contractors in the current period as compared to the prior year. Excluding stock-based compensation, our selling, general and administrative expenses increased $80,666 during the current period, related to general changes in our business and operations.

Amortization of Intangible Assets

Amortization of intangible assets relates to our acquisition of GameIQ effective February 28, 2022, and Restaurant.com, effective January 30, 2020. Amortization of intangible assets was $49,524 and $336,000 during the six months ended June 30, 2022 and 2021, respectively.

5

Loss from Operations

For the six months ended June 30, 2022, we incurred a loss from operations of $988,938, as compared to a loss from operations of $4,012,458 for the six months ended June 30, 2021. The decrease in loss from operations was due to the increase in revenue and decreased operating expenses discussed above.

Other Income (Expenses)

The Company had other income of $1,067,429 for the six months ended June 30, 2022, as compared to other income of $573,443 for the six months ended June 30, 2021. Other income for the six months ended June 30, 2022, consisted of a gain on legal settlement of $69,000, a gain on vendor settlement of $28,600, a gain from the forgiveness of a government assistance loan of $1,025,535, offset by interest expense of $55,706. Other income for the six months ended June 30, 2021, consisted of a gain from the forgiveness of a government assistance loan of $648,265, offset by financing costs of $7,500, and interest expense of $67,322.

Net Income (Loss)

We realized a net income of $78,491 for the six months ended June 30, 2022, as compared to realizing a net loss of $3,439,015 for the six months ended June 30, 2021. The increase in net income is primarily due to a gain on forgiveness of government assistance notes payable, increased revenue and decreased operating expenses, as discussed above.

Liquidity and Capital Resources

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company recorded a operating loss of $988,938, used cash in operations of $35,910, and had a stockholders’ deficit of $1,817,372 at June 30, 2022. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date of the financial statements being issued.

The ability to continue as a going concern is dependent upon our ability to raise additional funds and implement our business plan. As a result, management has concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

At June 30, 2022, we had cash on hand in the amount of $2,157,220. Our continuation as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing.

The Company’s consolidated statements of cash flows as discussed herein are presented below.

	Six Months Ended June 30,
	2022			2021
Net cash used in operating activities	$	(35,910	)	$	(759,112	)
Net cash provided by investing activities		12,805			-
Net cash provided by financing activities		250,000			2,239,591
Net increase in cash	$	226,985		$	1,408,479

6

Operating Activities

Cash provided by or used in operating activities primarily consists of net income (loss) adjusted for certain non-cash items, including amortization of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, and the effect of changes in working capital and other activities.

Cash used in operating activities for the six months ended June 30, 2022 was approximately $35,910 and consisted of a net income of approximately $78,491, adjustments for non-cash items, including amortization of intangible assets, gain on legal settlement, gain on forgiveness of government assistance notes payable, fair value of vested stock options, and the fair value of common stock and issued for directors, employees, and service providers, which in the aggregate total $478,098, and $363,697 in changes in working capital and other activities.

Cash used in operating activities for the six months ended June 30, 2021 was $759,112 and consisted of a net loss of $3,439,015, adjustments for non-cash items, including amortization of intangible assets, gain on forgiveness of government assistance notes payable, and the fair value of common stock issued for directors, employees, and service providers, which in the aggregate total approximately $2,361,315, and approximately $318,588 in changes in working capital and other activities.

Investing Activities

Cash provided by investing activities for the six months ended June 30, 2022 was $12,805 and was cash received on the acquisition of GameIQ. The Company had no investing activities for the six months ended June 30, 2021.

Financing Activities

For the six months ended June 30, 2022, cash provided by financing activities was $250,000, which was from the sale of common stock. For the six months ended June 30, 2021, cash provided by financing activities was $2,239,591, and included net proceeds of $1,843,117 received from the sale of common stock, and $1,025,535 in proceeds from government assistance loans, offset by the repayment of $203,147 of bridge notes payable, repayment of $400,000 of convertible notes payable, and payment of $25,914 related to an acquisition obligation.

Convertible Debt Assumed Upon Reverse Merger - Past Due

Convertible debt assumed upon reverse merger consists of the following at June 30, 2022 and December 31, 2021:

	June 30,		December 31,
	2022		2021
Total principal balance	$	20,000	$	20,000
Accrued interest		15,637		11,537
Total principal and accrued interest	$	35,637	$	31,537

On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum. At June 30, 2022 and December 31, 2021, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $15,637 and $11,537, respectively. As of June 30, 2022, convertible debt assumed in the transaction, including accrued interest payable, was convertible at $1.50 per share into 23,758 shares of the Company’s common stock.

7

Acquisition Notes Payable

Acquisition notes payable consists of the following at June 30, 2022 and December 31, 2021:

	June 30,			December 31,
	2022			2021
GameIQ acquisition note payable	$	140,914		$	-
Restaurant.com acquisition note payable		1,500,000			1,500,000
Total principal balance		1,640,914			1,500,000
Accrued interest		207,151			162,300
Total principal and accrued interest		1,848,065			1,662,300
Less current portion		(1,753,848	)		-
Non-current portion	$	94,217		$	1,662,300

GameIQ Acquisition Note Payable

On February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders, one for $78,813. and another for $62,101. In accordance with Notes, RDE, Inc. promises to pay to the order of the Holders the principal amounts together with annual interest on the unpaid principal amount of 1% computed on the basis of the actual number of days elapsed and a year of 365 days from the date of the Notes (the “Total Amount”), which shall be paid upon the earlier of (i) six (6) equal biannual installments with the first installment due on the six-month anniversary of February 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”). Notwithstanding any other provision of this Note, the Holders does not intend to charge, and the RDE, Inc. shall not be required to pay, any fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the RDE, Inc. or credited to reduce the principal hereunder. All payments received by the Holder will be applied first to costs of collection, if any, then the balance to the unpaid principal and interest. In the event of default, the notes to the holders are secured, in the manner that such payment to be made in cash or shares of the RDE, Inc.’s common stock at the election of the Holders. These Notes may be prepaid in whole or in part by the RDE, Inc. For purposes of clarity, if RDE’s payments to the Holders pursuant to (i) of the agreement, do not in the aggregate equal the Total Amount, the amount remaining owed to the Holders shall be paid to the Holders on or before the Maturity Date. As of June 30, 2022, the notes payable had an aggregate principal balance outstanding of $140,914 and accrued interest payable of $274.

Restaurant.com Note Payable

Pursuant to the terms of the acquisition agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. As of June 30, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $206,877 and $162,300 respectively.

Government Assistance Notes Payable

On June 30, 2022, and December 31, 2021, the notes payable balances and accrued interest payable are as follows:

	June 30,			December 31,
	2022			2021
Paycheck Protection Loan	$	-		$	1,025,535
Economic Injury/Disaster Loans		664,500			650,000
Total principal balance		664,500			1,675,535
Accrued interest		32,977			25,321
Total principal and accrued interest		697,477			1,700,856
Less current portion		(40,000	)		(11,115	)
Non-current portion	$	657,477		$	1,689,741

8

Paycheck Protection Note Payable

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bears interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance notes payable aggregating $1,025,535 was recognized in the statement of operations during the six months ended June 30, 2022.

Economic Injury Disaster Loans (EIDL):

On June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL, and accrued interest of $900, as part of the consideration paid for the acquisition of GameIQ (see Note 3)

The loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from the date of the promissory note over a period of 30 years. As of June 30, 2022, and December 31, 2021, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $32,977 and $25,321 respectively.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates under different assumptions or conditions. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates include those related to assumptions used in estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. There were no changes to our critical accounting policies described in the consolidated financial statements included in our Annual Report on Form 1-K for the fiscal year ended December 31, 2021, that impacted our condensed consolidated financial statements and related notes included herein.

Recently Issued Accounting Pronouncements

See Note 2 of the Notes to Condensed Financial Statements for a discussion of recent accounting pronouncements.

9

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure control and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2022, the period covered in this Report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following.

On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, and $24,000 in attorneys’ fees, which was included in accrued expenses in the consolidated balance sheets as of December 31, 2021. The Company filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which was paid on May 9, 2022. Since the final settlement was $69,000 less than the amount accrued by the Company, a gain on legal settlement of $69,000 was recognized in the statement of operations during the six months ended June 30, 2022.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We sold for $250,000 shares of our common stock to an investor under the terms of our Form 1-A Offering Circular for our Tier 2 offering under SEC Rule 251. The proceeds of such sale were used for general corporate purposes, including marketing, sales, operations and accounting and legal expenses.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

11

Item 6. Exhibits

The following exhibits are filed herewith as a part of this report.

Exhibit Number	Description
3.1	Certificate of Incorporation of Incumaker, Inc. (1)
3.2	Certificate of Amendment to Certificate of Incorporation (1)
3.3	Second and Restated Bylaws (1)
6.1	Executive Employment Agreement dated March 29, 2019 between RDE, Inc. (f/k/a Incumaker, Inc.) and Ketan Thakker (1)
10.1	Asset Purchase Agreement dated March 1, 2020 between RDE, Inc. (f/k/a uBid Holdings, Inc.) and Restaurant.com, Inc. (1)
10.2	Agreement and Plan of Merger dated January 31, 2022 by and among RDE, Inc., GameIQ Acquisition Corp. and GameIQ, Inc. (2)
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)
32.1**	Section 1350 Certification of Chief Executive Officer
32.2**	Section 1350 Certification of Chief Financial Officer
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on November 17, 2020.
(2)	Previously filed as an Exhibit to the Company’s Form 8-K filed with the Commission on February 2, 2022.

*

Filed herewith

**

The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

12

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RDE, INC.
Date:	July 29, 2022	By:	/s/ Ketan Thakker
			Ketan Thakker
			President, Chief Executive Officer and Principal Financial Officer

13

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Ketan Thakker, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of RDE, INC.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 29, 2022	/s/ Ketan Thakker
		Ketan Thakker
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

I, Ketan Thakker, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of RDE, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 29, 2022	/s/ Ketan Thakker
		Ketan Thakker
		Principal Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer

Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

Pursuant to U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of RDE, Inc. (the “Company”) does hereby certify, to the best of such officer’s knowledge, that:

1.	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	July 29, 2022	/s/ Ketan Thakker
		Ketan Thakker
		President and Chief Executive Officer

The certifications set forth above are being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to RDE, Inc. and will be retained by RDE, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

Pursuant to U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Principal Financial Officer of RDE, Inc. (the “Company”) does hereby certify, to the best of such officer’s knowledge, that:

1.	The Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	July 29, 2022	/s/ Ketan Thakker
		Ketan Thakker
		Principal Financial Officer

The certifications set forth above are being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to RDE, Inc. and will be retained by RDE, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2022	Jul. 15, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-56417
Entity Registrant Name	RDE, INC.
Entity Central Index Key	0001760233
Entity Tax Identification Number	45-2482974
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5880 Live Oak Parkway
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Norcross
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30093
City Area Code	(847)
Local Phone Number	506-9680
Title of 12(b) Security	Common Stock, par value $.001
Trading Symbol	RSTN
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,152,378

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 2,157,220	$ 1,930,325
Accounts receivable	45,466	118,100
Deposits with credit card processor	87,237	87,237
Prepaid expenses and other current assets	193,071	153,374
Total current assets	2,482,994	2,289,036
Operating lease right of use asset, net	161,702	219,739
Acquired software and technology, net	393,985
Total assets	3,038,681	2,508,775
Current liabilities:
Accounts payable	1,186,514	976,605
Accrued expenses	724,397	704,715
Deferred revenue	198,468	230,405
Government assistance notes payable, current portion	40,000	11,115
Operating lease liability, current portion	117,278	110,499
Convertible debt assumed upon reverse merger, including accrued interest of $15,637 and $11,537 at June 30, 2022 and December 31, 2021, respectively	35,637	31,537
Acquisition notes payable, current portion, including accrued interest of $206,877 at June 30, 2022	1,753,848
Total current liabilities	4,056,142	2,064,876
Operating lease liability, net of current portion	48,217	111,597
Acquisition notes payable, including accrued interest of $274 and $162,300 at June 30, 2022 and December 31, 2021, respectively	94,217	1,662,300
Government assistance notes payable, including accrued interest of $32,977 and $25,321 at June 30, 2022 and December 31, 2021, respectively, net of current portion	657,477	1,689,741
Total liabilities	4,856,053	5,528,514
Commitments and Contingencies
Stockholders’ deficiency:
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value, 750,000,000 shares authorized; 14,119,045 and 12,879,428 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	14,119	12,880
Additional paid-in-capital	57,997,910	56,875,273
Common stock issuable, 383,343 shares	383,343	383,343
Accumulated deficit	(60,212,744)	(60,291,235)
Total stockholders’ deficiency	(1,817,372)	(3,019,739)
Total liabilities and stockholders’ deficiency	$ 3,038,681	$ 2,508,775

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	14,119,045	12,879,428
Common stock, shares outstanding	14,119,045	12,879,428
Common stock issuable, shares	383,343	383,343
Convertible Debt [Member]
Short-Term Debt [Line Items]
Interest payable current	$ 15,637	$ 11,537
Acquisition Note Payable [Member]
Short-Term Debt [Line Items]
Interest payable current	206,877
Interest payable non current	274	162,300
Government Assistance Note Payable [Member]
Short-Term Debt [Line Items]
Interest payable non current	$ 32,977	$ 25,321

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenues	$ 1,811,154	$ 788,776	$ 2,570,934	$ 1,599,261
Operating expenses
Cost of revenues	497,733	97,243	598,298	210,353
Selling, general and administrative expenses	1,475,455	2,808,490	2,912,050	5,065,366
Amortization of intangible assets	31,044	144,000	49,524	336,000
Total operating expenses	2,004,232	3,049,733	3,559,872	5,611,719
Loss from operations	(193,078)	(2,260,957)	(988,938)	(4,012,458)
Other income (expenses)
Interest	(29,112)	(38,138)	(55,706)	(67,322)
Financing costs		(7,500)		(7,500)
Gain on legal settlement			69,000
Gain on vendor settlement	28,600		28,600
Gain from forgiveness of government assistance notes payable			1,025,535	648,265
Total other income (expenses)	(512)	(45,638)	1,067,429	573,443
Net income (loss)	$ (193,590)	$ (2,306,595)	$ 78,491	$ (3,439,015)
Net earnings/(loss) per share – basic	$ (0.01)	$ (0.19)	$ 0.01	$ (0.29)
Net earnings/(loss) per share –diluted	$ (0.01)	$ (0.19)	$ 0.01	$ (0.29)
Weighted average common shares outstanding – basic	14,090,269	12,265,205	13,391,965	11,779,334
Weighted average common shares outstanding – diluted	14,090,269	12,265,205	14,321,975	11,779,334

XML

Condensed Consolidated Statements of Shareholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020		$ 11,217	$ 383,343	$ 52,300,092	$ (55,300,012)	$ (2,605,360)
Beginning balance, shares at Dec. 31, 2020		11,217,324	383,343
Fair value of vested options				437,877		437,877
Issuance of common stock for service		$ 736		2,171,513		2,172,249
Issuance of common stock for services, shares		735,646
Net income (loss)					(3,439,015)	(3,439,015)
Issuance of common stock for note payable extension		$ 3		7,497		$ 7,500
Issuance of common stock for note payable extension, shares		3,000				3,000
Proceeds from issuance of common stock, net of offering costs		$ 775		1,897,691		$ 1,898,466
Proceeds from issuance of common stock, net of offering costs, Shares		775,346
Ending balance, value at Jun. 30, 2021		$ 12,731	$ 383,343	56,814,670	(58,739,027)	(1,528,283)
Ending balance, shares at Jun. 30, 2021		12,731,316	383,343
Beginning balance, value at Mar. 31, 2021		$ 11,755	$ 383,343	53,776,414	(56,432,432)	(2,260,920)
Beginning balance, shares at Mar. 31, 2021		11,754,980	383,343
Fair value of vested options				437,877		437,877
Issuance of common stock for service		$ 354		1,057,035		1,057,389
Issuance of common stock for services, shares		353,750
Issuance of common stock for cash		$ 619		1,535,847		1,536,466
Issuance of common stock for cash, shares		619,586
Net income (loss)					(2,306,595)	(2,306,595)
Fair value of common stock for note payable extension		$ 3		7,497		7,500
Fair value of common stock for note payable extension, shares		3,000
Ending balance, value at Jun. 30, 2021		$ 12,731	$ 383,343	56,814,670	(58,739,027)	(1,528,283)
Ending balance, shares at Jun. 30, 2021		12,731,316	383,343
Beginning balance, value at Dec. 31, 2021		$ 12,880	$ 383,343	56,875,273	(60,291,235)	(3,019,739)
Beginning balance, shares at Dec. 31, 2021		12,879,428	383,343
Fair value of vested options				119,496		119,496
Fair value of vested restricted stock units				45,554		45,554
Issuance of common stock for service		$ 190		210,319		210,509
Issuance of common stock for services, shares		189,784
Issuance of common stock for vendor balance						$ 36,400
Issuance of common stock for vendor balance, shares						26,000
Issuance of common stock for cash		$ 100		249,900		$ 250,000
Issuance of common stock for cash, shares		100,000
Net income (loss)					78,491	78,491
Issuance of common stock to employees		$ 323		161,594		161,917
Issuance of common stock to employees, shares		240,000
Issuance of common stock for vendor balance		$ 26		36,374		36,400
Issuance of common stock for vendor balance, shares		26,000
Issuance of common stock for GameIQ acquisition		$ 600		299,400		300,000
Issuance of common stock for gameIQ acquisition, shares		600,000
Ending balance, value at Jun. 30, 2022		$ 14,119	$ 383,343	57,997,910	(60,212,744)	(1,817,372)
Ending balance, shares at Jun. 30, 2022		14,119,045	383,343
Beginning balance, value at Mar. 31, 2022		$ 13,803	$ 383,343	57,448,885	(60,019,154)	(2,173,123)
Beginning balance, shares at Mar. 31, 2022		13,803,261	383,343
Fair value of vested options				18,495		18,495
Fair value of vested restricted stock units				33,937		33,937
Issuance of common stock for service		$ 190		210,319		210,509
Issuance of common stock for services, shares		189,784
Issuance of common stock for vendor balance		$ 26		36,374		36,400
Issuance of common stock for vendor balance, shares		26,000
Issuance of common stock for cash		$ 100		249,900		250,000
Issuance of common stock for cash, shares		100,000
Net income (loss)					(193,590)	(193,590)
Ending balance, value at Jun. 30, 2022		$ 14,119	$ 383,343	$ 57,997,910	$ (60,212,744)	$ (1,817,372)
Ending balance, shares at Jun. 30, 2022		14,119,045	383,343

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 78,491	$ (3,439,015)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Amortization of intangible assets	49,524	336,000
Financing costs		7,500
Fair value of vested options	119,496	437,877
Fair value of vested restricted stock units	45,554
Fair value of common stock issued for services	210,509	2,172,249
Fair value of common stock issued for employees	161,917
Gain in vendor settlement	(28,600)
Gain on legal settlement	(69,000)
Gain on forgiveness of government assistance note payable	(1,025,535)	(648,265)
Change in right of use assets	58,037	55,954
Changes in operating assets and liabilities:
Accounts receivable	72,634	190,586
Prepaid expenses and other current assets	(39,697)	(98,669)
Accounts payable	274,910	238,341
Accrued expenses	88,682	(39,515)
Deferred revenue	(31,937)
Accrued interest payable	55,706	29,863
Accrued payroll and advances – related party		43,500
Operating lease liability	(56,601)	(45,518)
Net cash used in operating activities	(35,910)	(759,112)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on GameIQ acquisition	12,805
Net cash provided by investing activities	12,805
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bridge note payable		(203,147)
Repayment of convertible notes payable		(400,000)
Repayment of acquisition obligation		(25,914)
Proceeds from notes payable – government assistance loans		1,025,535
Proceeds from offering	250,000	1,843,117
Net cash provided by financing activities	250,000	2,239,591
Net increase in cash and cash equivalents	226,895	1,480,479
Cash and cash equivalents beginning of period	1,930,325	600,576
Cash and cash equivalents end of period	2,157,220	2,081,055
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid		23,671
Taxes paid
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquired software and technology from acquisition of GameIQ	443,509
Fair value of common shares issued on acquisition of GameIQ	300,000
Notes payable issued from acquisition of GameIQ	140,914
Government assistance notes payable and accrued interest assumed on acquisition of GameIQ	15,400
Fair value of common shares issued in settlement of vendor payable	36,400
Common stock subscription receivable		$ 55,349

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Basis of Presentation

6 Months Ended

Jun. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying interim condensed consolidated financial statements of RDE, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at June 30, 2022 and the results of operations and cash flows for the three and six months ended June 30, 2022 and 2021. Intercompany transactions and balances have been eliminated in consolidation.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 1-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission on March 11, 2022.

The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2022.

COVID-19 Considerations

In March 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global pandemic (the “COVID-19 pandemic”). In response to the COVID-19 pandemic, many governments around the world have implemented, and continue to implement, a variety of measures to reduce the spread of COVID19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses. These government mandates have forced many of the customers on whom the Company’s business relies, including restaurants and hotels and other accommodation providers, to seek government support in order to continue operating, to curtail drastically their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further adversely affect, consumer sentiment and discretionary spending patterns, economies and financial markets, and the Company’s workforce, operations and customers. The COVID-19 pandemic and the resulting economic conditions and government orders have resulted in a material decrease in consumer spending and an unprecedented decline in restaurants activities, travel and accommodation activities and consumer demand for related services. The Company’s financial results and prospects are dependent on the sale of these services.

The Company’s operations have been significantly and negatively impacted. Due to the uncertain and rapidly evolving nature of current conditions around the world, the Company is unable to predict accurately the impact that the COVID-19 pandemic will have on its business going forward. With the spread of COVID-19 to other regions, such as Europe and the United States, the Company expects the COVID-19 pandemic and its effects to continue to have a significant adverse impact on its business for the duration of the pandemic and during the subsequent economic recovery, which could be an extended period of time.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the six months ended June 30, 2022, the Company recorded an operating loss of $988,938 and used cash in operations of $35,910 and had a stockholders’ deficit of $1,817,372 as of that date. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the financial statements being issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended December 31, 2021, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

At June 30, 2022, the Company had cash on hand in the amount of $2,157,220. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing.

Reclassifications

Certain prior year amounts, consisting primarily of accrued acquisition obligations, have been reclassified as a component of accrued expenses for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations, total stockholders’ deficiency or cash flows from operations.

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Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue- producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

1)	identification of the agreement with a customer;
2)	identification of the performance obligations in the agreement;
3)	determination of the transaction price;
4)	allocation of the transaction price to the performance obligations in the agreement; and,
5)	recognition of revenue when or as a performance obligation is satisfied.

The Company operates on-line websites that sells discounted restaurant coupons, travel and vacation packages and other merchandise across a wide range of product categories including but not limited to computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products and collectibles. In addition, we also generate revenues based upon the number of times a third party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

Sale of Restaurant Coupons

We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. We recognize revenue at a gross basis upon sale and collection of the restaurant coupons from customers. We have no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally nonrefundable. The Company accepts a customer’s request to transfer a restaurant coupon from one third-party restaurant to another (e.g. closure of restaurant).

Sale of Travel, Vacation and Merchandise

We also derive revenue from transactions in which we sell complimentary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from us and redeem them with our merchant partners. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by us to our partners.

Advertising Revenues

We also have agreements with selected third party partners such as Google Ads wherein third party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. We generate revenues based upon the number of times the third party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of statement and/or proceeds from the third party partners.

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Three Months Ended June 30, 2022
Business to consumer (B2C)	$	157,774	$	72,874	$	42,632	$	273,280
Business to business (B2B)		1,524,934		-		-		1,524,934
Other		12,940		-		-		12,940
Total	$	1,695,648	$	72,874	$	42,632	$	1,811,154
Three Months Ended June 30, 2021
Business to consumer (B2C)	$	233,230	$	100,232	$	45,405	$	378,867
Business to business (B2B)		409,579		-		-		409,579
Other		330		-		-		330
Total	$	643,139	$	100,232	$	45,405	$	788,776

In the following table, revenue is disaggregated by our divisions and type of revenue for the six months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Six Months Ended June 30, 2022
Business to consumer (B2C)	$	355,012	$	149,602	$	91,463	$	596,077
Business to business (B2B)		1,953,709		-		-		1,953,709
Other		21,148		-		-		21,148
Total	$	2,329,869	$	149,602	$	91,463	$	2,570,934
Six Months Ended June 30, 2021
Business to consumer (B2C)	$	426,818	$	169,156	$	83,123	$	679,097
Business to business (B2B)		912,825		-		-		912,825
Other		7,339		-		-		7,339
Total	$	1,346,982	$	169,156	$	83,123	$	1,599,261

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

At June 30, 2022 and 2021, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	June 30, 2022		June 30, 2021
Convertible notes payable		23,758		19,286
Common stock issuable		-		383,343
Common stock warrants		20,667		54,000
Common stock options		648,116		187,108
Total		692,541		643,737

Stock-Based Compensation

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

Advertising Costs

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the six months ended June 30, 2022 and 2021, advertising costs were $247,759 and $364,375, respectively.

Concentrations

Revenues. During the three and six months ended June 30, 2022, one customer accounted for 61% and 43% of revenues, respectively. No other customer exceeded 10% of revenues during the current or prior year periods.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The three levels of the fair value hierarchy are as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

Acquisitions and Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

Intangible Assets with Finite Useful Lives

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. On February 28, 2022, the Company recorded intangible assets of $443,509 as a result of the acquisition of GameIQ (see Note 3).

Operating Segments

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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Acquisition of GameIQ

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition of GameIQ

3. Acquisition of GameIQ

On January 31, 2022, the Company, through its newly formed Delaware subsidiary, GameIQ Acquisition Corp., Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. Under the terms of the Merger Agreement, the Company agreed to issue 600,000 restricted shares of its common stock with a fair value of $300,000 and issued promissory notes to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ, in the principal amounts of $78,813 and $62,101, respectively, bearing interest at 1% per annum, to repay loans by Mr. Wellisch and Mr. Blackford to GameIQ. Each note requires repayment in six equal biannual installments, with the first installment due on the six-month anniversary of the Closing Date as that term is defined in the Merger Agreement. The Merger Agreement closed on February 28, 2022. The closing price of the Company’s common stock was $0.50 per share on both January 31, 2022 and February 28, 2022. The Company accounted for the acquisition as a business combination in accordance with ASC 805, Business Combinations. The Company has also determined that the acquisition does not qualify as significant acquisition under the guidance of SEC S-X Rules 3-05 and 1-02.

The following is a provisional allocation of the purchase price as determined by the Company’s management. The Company determined that the entire purchase price be allocated to acquired software and technology. The following table summarizes the assets acquired, liabilities assumed and provisional purchase price allocation:

	Fair Value
Consideration paid:
Notes payable	$	140,914
Government assistance note payable and accrued interest (EIDL)		15,400
Common stock (600,000 shares of common stock at $0.50 per share)		300,000
Total consideration paid	$	456,314
Provisional Purchase price allocation
Acquired assets (cash)	$	12,805
Acquired software and technology		443,509
Total purchase price	$	456,314

The Company estimated that the recorded intangible assets totaled $297,148 and have a two-year estimate life and are subject to amortization.

	Assigned Life	June 30, 2022
Intangible Assets
Acquired software and technology	24 months		443,509
			443,509
Accumulated amortization			(49,524	)
Total acquired software and technology, net of amortization		$	393,985

During the six months ended June 30, 2022, the company recorded amortization expense of $49,524. The following table summarizes the amortization expense to be recorded in future periods for intangible assets that are subject to amortization:

Year Ending	Amortization
2022 (remaining)	$	135,271
2023		221,754
2024		36,959
Total	$	393,985

The purchase price allocation is provisional. Pursuant to current accounting and SEC guidelines, the Company has period of one year to finalize the purchase price allocation. The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of GameIQ based on the historical financial statements of the Company and GameIQ. The unaudited pro forma statements of operations for the six months ended June 30, 2022 and 2021 give effect to the transaction as if it had occurred on January 1, 2021.

	Six Month Ended June 30,
	2022			2021
	(Proforma, unaudited)			(Proforma, unaudited)
Revenues	$	2,575,506		$	1,610,648
Operating expenses
Direct cost of revenues		599,194			213,221
Selling, general and administrative expenses		2,929,516			5,223,794
Amortization of intangible assets		24,762			484,574
Total operating expenses		3,553,472			5,921,589
Loss from operations		(977,966	)		(4,310,941	)
Other income
Other income		1,067,429			573,443
Total Other income		1,067,429			573,443
Net income (loss)	$	89,463		$	(3,737,498	)

Pursuant to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows:

	March 1, 2022 to June 30, 2022
	(unaudited)
Revenues	$	8,465
Direct cost of revenues		(11,330	)
Selling, general and administrative expense		(13,620	)
Net loss	$	(16,485	)

These amounts were included in the accompanying Consolidated Statement of Operations.

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Deposit with Credit Card Processor

6 Months Ended

Jun. 30, 2022

Deposit with Credit Card Processor

4. Deposit with Credit Card Processor

The Company utilizes a third-party processor to serve as an end-to-end processor of credit and debit card and automated clearing house (“ACH”) payment transactions that focuses on processing omni-channel (internet, mobile, and point-of-sale) transactions and recurring billings for traditional retailers, government and utility, and service providers. The Company was required to place a security deposit in order to secure the third-party services. The security deposit does not bear interest and is refundable upon termination of the agreement. The outstanding security deposit was $87,237 as of June 30, 2022 and December 31, 2021.

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Leases

6 Months Ended

Jun. 30, 2022

Leases

Leases

5. Leases

The Company leases certain corporate office spaces under an operating lease agreement. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in the Company’s consolidated balance sheets.

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

In September 2020, Restaurant.com signed a lease for its office located in Arlington Heights, Illinois. The lease has a term of 36 months and an average base rent of approximately $7,600 per month.

As of December 31, 2021, the ROU assets were $219,739. During the six months ended June 30, 2022, the Company reflected a change in its ROU asset of $58,037, resulting in a ROU asset balance of $161,702 as of June 30, 2022.

As of December 31, 2021, ROU lease liabilities were $222,096. During the six months ended June 30, 2022, the Company made lease payments of $56,601 towards its ROU lease liability. As of June 30, 2022, ROU lease liabilities under operating leases totaled $165,495, of which $117,278 were reflected as current due.

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Convertible Debt Assumed Upon Reverse Merger - Past Due

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Convertible Debt Assumed Upon Reverse Merger - Past Due

6. Convertible Debt Assumed Upon Reverse Merger - Past Due

Convertible debt assumed upon reverse merger consists of the following at June 30, 2022 and December 31, 2021:

	June 30,		December 31,
	2022		2021
Total principal balance	$	20,000	$	20,000
Accrued interest		15,637		11,537
Total principal and accrued interest	$	35,637	$	31,537

On November 5, 2018, the Company completed a merger agreement dated October 23, 2018 with Incumaker, Inc., whereby all of the shareholders of the Company exchanged their shares of common stock in exchange for shares of Incumaker, Inc. common stock. The merger was treated as a reverse merger and recapitalization of the Company for financial accounting purposes. In conjunction with the merger agreement with Incumaker, Inc., the Company assumed certain outstanding convertible notes payable. The notes payable had interest rates ranging from 8% to 22% per annum. At June 30, 2022 and December 31, 2021, the remaining convertible debt assumed in the transaction had a principal balance outstanding of $20,000, and accrued interest payable of $15,637 and $11,537, respectively. As of June 30, 2022, convertible debt assumed in the transaction, including accrued interest payable, was convertible at $1.50 per share into 23,758 shares of the Company’s common stock.

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Acquisition Notes Payable

6 Months Ended

Jun. 30, 2022

Acquisition Notes Payable

Acquisition Notes Payable

7. Acquisition Notes Payable

Acquisition notes payable consists of the following at June 30, 2022 and December 31, 2021:

	June 30,			December 31,
	2022			2021
GameIQ acquisition note payable	$	140,914		$	-
Restaurant.com acquisition note payable		1,500,000			1,500,000
Total principal balance		1,640,914			1,500,000
Accrued interest		207,151			162,300
Total principal and accrued interest		1,848,065			1,662,300
Less current portion		(1,753,848	)		-
Non-current portion	$	94,217		$	1,662,300

GameIQ Acquisition Note Payable

On February 1, 2022, notes payable for the purchase of GameIQ was issued to two holders, one for $78,813. and another for $62,101. In accordance with Notes, RDE, Inc. promises to pay to the order of the Holders the principal amounts together with annual interest on the unpaid principal amount of 1% computed on the basis of the actual number of days elapsed and a year of 365 days from the date of the Notes (the “Total Amount”), which shall be paid upon the earlier of (i) six (6) equal biannual installments with the first installment due on the six-month anniversary of February 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”). Notwithstanding any other provision of this Note, the Holders does not intend to charge, and the RDE, Inc. shall not be required to pay, any fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the RDE, Inc. or credited to reduce the principal hereunder. All payments received by the Holder will be applied first to costs of collection, if any, then the balance to the unpaid principal and interest. In the event of default, the notes to the holders are secured, in the manner that such payment to be made in cash or shares of the RDE, Inc.’s common stock at the election of the Holders. These Notes may be prepaid in whole or in part by the RDE, Inc. For purposes of clarity, if RDE’s payments to the Holders pursuant to (i) of the agreement, do not in the aggregate equal the Total Amount, the amount remaining owed to the Holders shall be paid to the Holders on or before the Maturity Date. As of June 30, 2022, the notes payable had an aggregate principal balance outstanding of $140,914 and accrued interest payable of $274.

Restaurant.com Note Payable

Pursuant to the terms of the acquisition agreement with Restaurant.com, Inc. entered into on March 1, 2020, the Company executed an unsecured promissory note in the principal amount of $1,500,000 that matures on March 1, 2023. The promissory note bears interest at a rate of 6% per annum and is convertible at the option of the Company into common shares at a price to be determined on the date of conversion. As of June 30, 2022 and December 31, 2021, the note payable had a principal balance outstanding of $1,500,000 and accrued interest payable of $206,877 and $162,300 respectively.

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Government Assistance Notes Payable

6 Months Ended

Jun. 30, 2022

Government Assistance Notes Payable

Government Assistance Notes Payable

8. Government Assistance Notes Payable

On June 30, 2022, and December 31, 2021, the notes payable balances and accrued interest payable are as follows:

	June 30,			December 31,
	2022			2021
Paycheck Protection Loan	$	-		$	1,025,535
Economic Injury/Disaster Loans		664,500			650,000
Total principal balance		664,500			1,675,535
Accrued interest		32,977			25,321
Total principal and accrued interest		697,477			1,700,856
Less current portion		(40,000	)		(11,115	)
Non-current portion	$	657,477		$	1,689,741

Paycheck Protection Note Payable

On March 22, 2021, the Company received loan proceeds of $1,025,535 pursuant to the Paycheck Protection Program (2nd draw). The note payable was scheduled to mature in March 2026, bears interest at the rate of 1% per annum, and is subject to the terms and conditions applicable to loans administered by the SBA under the CARES Act. The loan and accrued interest payable are forgivable provided the Company uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

Effective February 28, 2022, the Company received formal notice that the note payable, including accrued interest of $9,743, was forgiven. As a result, the gain from the forgiveness of the government assistance notes payable aggregating $1,025,535 was recognized in the statement of operations during the six months ended June 30, 2022.

Economic Injury Disaster Loans (EIDL):

On June 17, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 Economic Injury Disaster Loan (EIDL) Program. On July 14, 2021, the Company received an additional $350,000 of proceeds pursuant to the loan. On July 21, 2020, the Company received $150,000 of proceeds applicable to loans administered by the SBA as disaster loan assistance under the Covid-19 EIDL Program. On January 31, 2022, the Company assumed an additional $14,500 EIDL, and accrued interest of $900, as part of the consideration paid for the acquisition of GameIQ (see Note 3).

The loans bear interest at 3.75% per annum, with a combined repayment of principal and interest of $3,500 per month beginning 12 months from the date of the promissory note over a period of 30 years. As of June 30, 2022, and December 31, 2021, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $32,977 and $25,321 respectively.

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Stockholder’s Deficit

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholder’s Deficit

9. Stockholder’s Deficit

Preferred Stock

The Company is authorized to issue a total of 10,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding.

Common Stock

The Company is authorized to issue a total of 750,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2022 and December 31, 2021, the Company had 14,119,045 shares and 12,879,428 shares, respectively, of common stock issued, issuable and outstanding.

Common Stock Transactions

Issuance of Common Stock to Directors

During the six months ended June 30, 2022, the Company granted 720,000 of shares to members of the Company’s Board of Directors with a fair value of $360,000. The shares vest over a two-year period from grant date. As of June 30, 2022, the Company issued 240,000 of these shares of common stock with a fair value of $161,917, or $0.50 per share, to members of the Company’ Board Directors for services rendered. As of June 30, 2022, the aggregate amount of unvested compensation related to these common stock was approximately $200,000 which will be recognized as an expense as the common shares vest in future periods through February 28, 2024.

Issuance of Restricted Stock to Employees

During the six months ended June 30, 2022, the Company granted 150,500 shares of the Company’s restricted stock to employees with a fair value $75,250. The share vest over a two-year period from grant date. As of June 30, 2022, the Company issued 83,833 of these shares of restricted stock with a fair value of $45,554 or $0.50 per share, to these employees for services rendered. As of June 30, 2022, the aggregate amount of unvested compensation related to the restricted stock was approximately $28,000 which will be recognized as an expense as the restricted shares vest in future periods through February 28, 2024.

Issuance of Common Stock for Services

During the six months ended June 30, 2022, the Company issued 189,784 shares of common stock with an aggregate value of $210,509 to consultants for services rendered.

During the six months ended June 30, 2021, the Company issued 735,646 shares of common stock with an aggregate value of $2,172,249 to consultants for services rendered.

Issuance of Common Stock for Acquisition of GameIQ

During the six months ended June 30, 2022, the Company issued 600,000 shares of common stock with a fair value of $300,000, or $0.50 per share, as partial consideration paid on the acquisition of GameIQ (see Note 3).

Issuance of Common Stock for Cash

During the six months ended June 30, 2022, the Company received proceeds of $250,000, from the sale of 100,000 shares of common stock at an average price of $2.50 per share.

During the six months ended June 30, 2021, the Company received proceeds of $1,898,466, net of offering costs of $21,686, from the sale of 775,346 shares of common stock at an average price of $2.48 per share.

Issuance of Common Stock for Settlement of Vendor Balance

During the six months ended June 30, 2022, the Company issued 26,000 shares of common stock valued at $36,400 to extinguishment a vendor payable balance of $65,000, and recorded a gain on vendor settlement of $28,600, which was included in other income in the statement of operations during the six months ended June 30, 2022.

Issuance of Common Stock for Note Payable Extension

During the six months ended June 30, 2021, the Company issued 3,000 shares of common stock valued at $7,500 to a noteholder as an extension fee.

Summary of Stock Options

A summary of stock options for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Options		Price
Balance outstanding, December 31, 2021		187,116		12.38
Options granted		461,000		1.43
Options exercised		-		-
Options expired or forfeited		-		-
Balance outstanding, June 30, 2022		648,116	$	4.59
Balance exercisable, June 30, 2022		397,445	$	6.59

On February 28, 2022, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, approved options exercisable into 461,000 shares to be issued to its employees. Of the 461,000 stock options issued, 60,000 stock options had an exercise price of $1.00 per share, with vesting of 33% on date of issuance, and then 33% on each subsequent anniversary date. The remaining 400,000 stock options had an exercise price of $1.50 per share, with 160,000 stock options vesting on March 1, 2022, and 10,000 stock options vesting each month thereafter beginning on April 1, 2022.

The stock options are exercisable at a weighted average price of $1.25 per share with an average life to expiration of approximately seven years. The total fair value of these options at grant date was approximately $243,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $0.53 per share, expected term of 4.50 years, volatility of 270%, dividend rate of 0%, and weighted average risk-free interest rate of 1.81%. The expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future; and the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award.

During the six months ended June 30, 2022, the Company recognized $119,496 of compensation expense relating to vested stock options. As of June 30, 2022, the aggregate amount of unvested compensation related to stock options was approximately $123,504 which will be recognized as an expense as the options vest in future periods through February 28, 2024.

The weighted average remaining contractual life of common stock options outstanding and exercisable at June 30, 2022 was 7.44 years. Based on a fair market value of $0.90 per share on June 30, 2022, there was no intrinsic value attributed to exercisable but unexercised common stock options at June 30, 2022.

Summary of Warrants

A summary of warrants for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Warrants		Price
Balance outstanding, December 31, 2021		20,667	$	9.00
Warrants granted		-		-
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Balance outstanding, June 30, 2022		20,667	$	9.00
Balance exercisable, June 30, 2022		20,667	$	9.00

The weighted average remaining contractual life of common stock warrants outstanding and exercisable at June 30, 2022 was 0.21 years. At June 30, 2022, all outstanding warrants are exercisable at $9.00 per common share. Based on a fair market value of $0.90 per share on June 30, 2022, there was no intrinsic value attributed to exercisable but unexercised common stock warrants at June 30, 2022.

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Contingencies

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Contingencies

10. Contingencies

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, there are no such legal proceeding that are pending against the Company or that involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on the Company’s business or financial condition, other than the following.

On April 17, 2019, a lawsuit was filed by Dupree Productions, LLC against uBid Holdings, Inc. and Ketan Thakker (Case No. L2019000436) in the Circuit Court of DuPage County, Illinois, alleging that a Partial Equity Payment Agreement dated August 1, 2016, which was intended to compensate services in the amount of $60,000 in return for shares of uBid common stock, was inadequate to compensate for the alleged higher value of advertising and endorsement services of approximately $195,000. The case was dismissed on the basis that there was a binding arbitration clause in the Partial Equity Payment Agreement. On February 3, 2021, the arbitrator awarded DuPree Productions $195,000, and $24,000 in attorneys’ fees, which was included in accrued expenses in the consolidated balance sheets as of December 31, 2021. The Company filed an appeal of the arbitrator’s award. On January 28, 2022, a final settlement of $150,000 was reached, which was paid on May 9, 2022. Since final settlement was $69,000 less than the amount accrued by the Company, a gain on legal settlement of $69,000 was recognized in the statements of operations during the six months ended June 30, 2022.

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Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

11. Subsequent Events

Issuance of Common Stock for Services

Subsequent to June 30, 2022, the Company issued 33,333 shares of common stock with a fair value of $20,000, or $0.60 per share, to consultants for services rendered.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These unaudited consolidated financial statements have been prepared on the accrual basis of accounting and in accordance with generally accepted accounting principles (“GAAP”) in the United States.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

Revenue Recognition

Revenue is recognized when, or as, control of a promised product transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue- producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process:

1)	identification of the agreement with a customer;
2)	identification of the performance obligations in the agreement;
3)	determination of the transaction price;
4)	allocation of the transaction price to the performance obligations in the agreement; and,
5)	recognition of revenue when or as a performance obligation is satisfied.

The Company operates on-line websites that sells discounted restaurant coupons, travel and vacation packages and other merchandise across a wide range of product categories including but not limited to computer products, consumer electronics, apparel, housewares, watches, jewelry, travel, sporting goods, automobiles, home improvement products and collectibles. In addition, we also generate revenues based upon the number of times a third party website(s) or products(s) are accessed or viewed by consumers from the Company’s website or platform.

Sale of Restaurant Coupons

We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. Approximately 9-13 days each month we email our customers offers for restaurant discounts based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. A typical restaurant discount deal might offer a $25 discount that can be used toward a $50 purchase at a restaurant. We recognize revenue at a gross basis upon sale and collection of the restaurant coupons from customers. We have no further commitment or obligation to third-party restaurants or the coupon purchasers upon the sale of restaurant coupons and no amounts are due to the third-party restaurants for these sales. Sale of restaurant coupons are generally nonrefundable. The Company accepts a customer’s request to transfer a restaurant coupon from one third-party restaurant to another (e.g. closure of restaurant).

Sale of Travel, Vacation and Merchandise

We also derive revenue from transactions in which we sell complimentary entertainment and travel offerings and consumer products on behalf of third-party merchants. Additional deals include discounted pricing at theaters, movies or other merchants. Customers purchase restaurant deals from us and redeem them with our merchant partners. Approximately 9-13 days each month we email our customers offers for discounted experiences and products based on location and personal preferences. Consumers also access our deals directly through our websites and mobile applications. Those discounted experiences and products generally involve a customer’s purchase of a voucher through one of our websites that can be redeemed with a third-party merchant for services or goods (or for discounts on services and goods). Revenue from those transactions is reported on a net basis and equals the purchase price received from the customer for the voucher less an agreed upon portion of the purchase price paid by us to our partners.

Advertising Revenues

We also have agreements with selected third party partners such as Google Ads wherein third party website(s) and/or product(s) are shown or incorporated in the Company’s platform or website. We generate revenues based upon the number of times the third party website(s) or product(s) are accessed or viewed by consumers from the Company’s platform or website. Revenue is recognized when its determinable, which is generally upon receipt of statement and/or proceeds from the third party partners.

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Three Months Ended June 30, 2022
Business to consumer (B2C)	$	157,774	$	72,874	$	42,632	$	273,280
Business to business (B2B)		1,524,934		-		-		1,524,934
Other		12,940		-		-		12,940
Total	$	1,695,648	$	72,874	$	42,632	$	1,811,154
Three Months Ended June 30, 2021
Business to consumer (B2C)	$	233,230	$	100,232	$	45,405	$	378,867
Business to business (B2B)		409,579		-		-		409,579
Other		330		-		-		330
Total	$	643,139	$	100,232	$	45,405	$	788,776

In the following table, revenue is disaggregated by our divisions and type of revenue for the six months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Six Months Ended June 30, 2022
Business to consumer (B2C)	$	355,012	$	149,602	$	91,463	$	596,077
Business to business (B2B)		1,953,709		-		-		1,953,709
Other		21,148		-		-		21,148
Total	$	2,329,869	$	149,602	$	91,463	$	2,570,934
Six Months Ended June 30, 2021
Business to consumer (B2C)	$	426,818	$	169,156	$	83,123	$	679,097
Business to business (B2B)		912,825		-		-		912,825
Other		7,339		-		-		7,339
Total	$	1,346,982	$	169,156	$	83,123	$	1,599,261

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares issued and outstanding during the period. Diluted earnings (loss) per share is computed using the weighted average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which primarily consist of convertible notes and stock issuable upon the exercise of stock options and warrants, have been excluded from the calculation of diluted loss per share because their effect is anti-dilutive.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock issued and outstanding during the respective periods. Basic and diluted loss per common share was the same for all periods presented because all convertible notes and stock issuable upon the exercise of stock options and warrants outstanding were anti-dilutive.

At June 30, 2022 and 2021, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	June 30, 2022		June 30, 2021
Convertible notes payable		23,758		19,286
Common stock issuable		-		383,343
Common stock warrants		20,667		54,000
Common stock options		648,116		187,108
Total		692,541		643,737

Stock-Based Compensation

Stock-Based Compensation

The Company periodically issues share-based awards to employees and non-employees and consultants for services rendered. Stock options vest and expire according to terms established at the issuance date of each grant. Stock grants are measured at the grant date fair value. Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as a charge to operations ratably over the requisite service, or vesting, period.

The Company values its equity awards using the Black-Scholes option-pricing model, and accounts for forfeitures when they occur. Use of the Black-Scholes option pricing model requires the input of subjective assumptions, including expected volatility, expected term, and a risk-free interest rate. The expected volatility is based on the historical volatility of the Company’s common stock, calculated utilizing a look-back period approximately equal to the contractual life of the stock option being granted. The expected life of the stock option is calculated as the mid-point between the vesting period and the contractual term (the “simplified method”). The risk-free interest rate is estimated using comparable published federal funds rates.

Advertising Costs

Advertising Costs

The Company has marketing relationship agreements with various online companies such as portal networks, contextual sites, search engines and affiliate partners. Advertising costs are generally charged to the Company monthly per vendor agreements, which typically are based on visitors and/or registrations delivered to the site or at a set fee. Agreements do not provide for guaranteed renewal and may be terminated by the Company without cause. Such advertising costs are charged to expense as incurred and included in selling, general and administrative expenses in the statements of operations. During the six months ended June 30, 2022 and 2021, advertising costs were $247,759 and $364,375, respectively.

Concentrations

Concentrations

Revenues. During the three and six months ended June 30, 2022, one customer accounted for 61% and 43% of revenues, respectively. No other customer exceeded 10% of revenues during the current or prior year periods.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required. Fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.

The three levels of the fair value hierarchy are as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, deposits to credit card processor, prepaid expense and other current assets, accounts payable, accrued expenses, notes payable, and other liabilities) are considered to be representative of their respective fair values due to the short-term nature of those instruments.

Acquisitions and Business Combinations

Acquisitions and Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology, trademarks and trade names, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations.

Intangible Assets with Finite Useful Lives

Intangible Assets with Finite Useful Lives

The Company had certain finite-lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consisted of intellectual property, customer relationships, and capitalized software development costs. Intangible assets with finite useful lives were being amortized using an accelerated method over their respective estimated useful lives.

The Company review’s all finite-lived intangible assets for impairment at least annually at fiscal year-end, or whenever events or circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. On February 28, 2022, the Company recorded intangible assets of $443,509 as a result of the acquisition of GameIQ (see Note 3).

Operating Segments

Operating Segments

Management has determined that the Company has one operating segment. The Company’s reporting segment reflects the manner in which its chief operating decision maker reviews results and allocates resources. The Company’s reporting segment meets the definition of an operating segment and does not include the aggregation of multiple operating segments.

In reaching such a conclusion management evaluated the Company’s reporting units by first identifying its operating segments. The Company then evaluated each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables, which may result in the earlier recognition of allowance for losses. ASU 2016-13 is effective beginning January 1, 2023 and early adoption is permitted. The adoption of ASU 2016-13 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination as if it had originated the contracts. This is a shift from existing guidance, which required the acquirer to recognize contract assets and contract liabilities at their fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. An entity should apply the guidance provided by ASU 2021-08 prospectively to business combinations occurring on or after January 1, 2023. Early adoption of ASU 2021-08 is permitted, including adoption in an interim period. An entity that early adopts the guidance in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The adoption of ASU 2021-08 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosure.

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Schedule of Disaggregation of Revenue

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Three Months Ended June 30, 2022
Business to consumer (B2C)	$	157,774	$	72,874	$	42,632	$	273,280
Business to business (B2B)		1,524,934		-		-		1,524,934
Other		12,940		-		-		12,940
Total	$	1,695,648	$	72,874	$	42,632	$	1,811,154
Three Months Ended June 30, 2021
Business to consumer (B2C)	$	233,230	$	100,232	$	45,405	$	378,867
Business to business (B2B)		409,579		-		-		409,579
Other		330		-		-		330
Total	$	643,139	$	100,232	$	45,405	$	788,776

In the following table, revenue is disaggregated by our divisions and type of revenue for the six months ended June 30, 2022 and 2021:

Sales Channels	Restaurant Coupons		Sale of Travel, Vacation and Merchandise		Advertising		Total
Six Months Ended June 30, 2022
Business to consumer (B2C)	$	355,012	$	149,602	$	91,463	$	596,077
Business to business (B2B)		1,953,709		-		-		1,953,709
Other		21,148		-		-		21,148
Total	$	2,329,869	$	149,602	$	91,463	$	2,570,934
Six Months Ended June 30, 2021
Business to consumer (B2C)	$	426,818	$	169,156	$	83,123	$	679,097
Business to business (B2B)		912,825		-		-		912,825
Other		7,339		-		-		7,339
Total	$	1,346,982	$	169,156	$	83,123	$	1,599,261

Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share

At June 30, 2022 and 2021, the Company excluded the outstanding convertible debt and securities summarized below, which entitle the holders thereof to acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

	June 30, 2022		June 30, 2021
Convertible notes payable		23,758		19,286
Common stock issuable		-		383,343
Common stock warrants		20,667		54,000
Common stock options		648,116		187,108
Total		692,541		643,737

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Acquisition of GameIQ (Tables)

6 Months Ended

Jun. 30, 2022

Business Acquisition [Line Items]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The following is a provisional allocation of the purchase price as determined by the Company’s management. The Company determined that the entire purchase price be allocated to acquired software and technology. The following table summarizes the assets acquired, liabilities assumed and provisional purchase price allocation:

	Fair Value
Consideration paid:
Notes payable	$	140,914
Government assistance note payable and accrued interest (EIDL)		15,400
Common stock (600,000 shares of common stock at $0.50 per share)		300,000
Total consideration paid	$	456,314
Provisional Purchase price allocation
Acquired assets (cash)	$	12,805
Acquired software and technology		443,509
Total purchase price	$	456,314

Schedule of Finite-Lived Intangible Assets

	Assigned Life	June 30, 2022
Intangible Assets
Acquired software and technology	24 months		443,509
			443,509
Accumulated amortization			(49,524	)
Total acquired software and technology, net of amortization		$	393,985

Schedule of Future Amortization Expense

Year Ending	Amortization
2022 (remaining)	$	135,271
2023		221,754
2024		36,959
Total	$	393,985

Schedule of Pro Forma Statements of Operations

	Six Month Ended June 30,
	2022			2021
	(Proforma, unaudited)			(Proforma, unaudited)
Revenues	$	2,575,506		$	1,610,648
Operating expenses
Direct cost of revenues		599,194			213,221
Selling, general and administrative expenses		2,929,516			5,223,794
Amortization of intangible assets		24,762			484,574
Total operating expenses		3,553,472			5,921,589
Loss from operations		(977,966	)		(4,310,941	)
Other income
Other income		1,067,429			573,443
Total Other income		1,067,429			573,443
Net income (loss)	$	89,463		$	(3,737,498	)

GameIQ Acquisition Corp., Inc [Member]

Business Acquisition [Line Items]

Schedule of Provisions of Operations Subsequent Acquisitions

Pursuant to the provisions of ASC 805, the following results of operations of GameIQ subsequent to the acquisitions are as follows:

	March 1, 2022 to June 30, 2022
	(unaudited)
Revenues	$	8,465
Direct cost of revenues		(11,330	)
Selling, general and administrative expense		(13,620	)
Net loss	$	(16,485	)

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Convertible Debt Assumed Upon Reverse Merger - Past Due (Tables)

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

Schedule of Convertible Debt

Convertible debt assumed upon reverse merger consists of the following at June 30, 2022 and December 31, 2021:

	June 30,		December 31,
	2022		2021
Total principal balance	$	20,000	$	20,000
Accrued interest		15,637		11,537
Total principal and accrued interest	$	35,637	$	31,537

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Acquisition Notes Payable (Tables)

6 Months Ended

Jun. 30, 2022

Acquisition Notes Payable

Schedule of Acquisition Notes Payable

Acquisition notes payable consists of the following at June 30, 2022 and December 31, 2021:

	June 30,			December 31,
	2022			2021
GameIQ acquisition note payable	$	140,914		$	-
Restaurant.com acquisition note payable		1,500,000			1,500,000
Total principal balance		1,640,914			1,500,000
Accrued interest		207,151			162,300
Total principal and accrued interest		1,848,065			1,662,300
Less current portion		(1,753,848	)		-
Non-current portion	$	94,217		$	1,662,300

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Government Assistance Notes Payable (Tables)

6 Months Ended

Jun. 30, 2022

Government Assistance Notes Payable

Schedule of Notes Payable

On June 30, 2022, and December 31, 2021, the notes payable balances and accrued interest payable are as follows:

	June 30,			December 31,
	2022			2021
Paycheck Protection Loan	$	-		$	1,025,535
Economic Injury/Disaster Loans		664,500			650,000
Total principal balance		664,500			1,675,535
Accrued interest		32,977			25,321
Total principal and accrued interest		697,477			1,700,856
Less current portion		(40,000	)		(11,115	)
Non-current portion	$	657,477		$	1,689,741

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Stockholder’s Deficit (Tables)

6 Months Ended

Jun. 30, 2022

Equity [Abstract]

Summary of Stock Options

A summary of stock options for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Options		Price
Balance outstanding, December 31, 2021		187,116		12.38
Options granted		461,000		1.43
Options exercised		-		-
Options expired or forfeited		-		-
Balance outstanding, June 30, 2022		648,116	$	4.59
Balance exercisable, June 30, 2022		397,445	$	6.59

Summary of Warrants

A summary of warrants for the six months ended June 30, 2022, is as follows:

			Weighted
	Number		Average
	of		Exercise
	Warrants		Price
Balance outstanding, December 31, 2021		20,667	$	9.00
Warrants granted		-		-
Warrants exercised		-		-
Warrants expired or forfeited		-		-
Balance outstanding, June 30, 2022		20,667	$	9.00
Balance exercisable, June 30, 2022		20,667	$	9.00

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Basis of Presentation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 193,078	$ 2,260,957	$ 988,938	$ 4,012,458
Net cash used in operations			35,910	759,112
Shareholders' deficit	1,817,372	$ 1,528,283	1,817,372	$ 1,528,283	$ 2,173,123	$ 3,019,739	$ 2,260,920	$ 2,605,360
Cash	$ 2,157,220		$ 2,157,220			$ 1,930,325

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Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Product Information [Line Items]
Revenue	$ 1,811,154	$ 788,776	$ 2,570,934	$ 1,599,261
Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	273,280	378,867	596,077	679,097
Business to Business [Member]
Product Information [Line Items]
Revenue	1,524,934	409,579	1,953,709	912,825
Other [Member]
Product Information [Line Items]
Revenue	12,940	330	21,148	7,339
Restaurant Coupons [Member]
Product Information [Line Items]
Revenue	1,695,648	643,139	2,329,869	1,346,982
Restaurant Coupons [Member] | Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	157,774	233,230	355,012	426,818
Restaurant Coupons [Member] | Business to Business [Member]
Product Information [Line Items]
Revenue	1,524,934	409,579	1,953,709	912,825
Restaurant Coupons [Member] | Other [Member]
Product Information [Line Items]
Revenue	12,940	330	21,148	7,339
Sale of Travel, Vacation and Merchandise [Member]
Product Information [Line Items]
Revenue	72,874	100,232	149,602	169,156
Sale of Travel, Vacation and Merchandise [Member] | Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	72,874	100,232	149,602	169,156
Sale of Travel, Vacation and Merchandise [Member] | Business to Business [Member]
Product Information [Line Items]
Revenue
Sale of Travel, Vacation and Merchandise [Member] | Other [Member]
Product Information [Line Items]
Revenue
Advertising [Member]
Product Information [Line Items]
Revenue	42,632	45,405	91,463	83,123
Advertising [Member] | Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	42,632	45,405	91,463	83,123
Advertising [Member] | Business to Business [Member]
Product Information [Line Items]
Revenue
Advertising [Member] | Other [Member]
Product Information [Line Items]
Revenue

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Schedule of Anti-dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	692,541	643,737
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	23,758	19,286
Common Stock Issuable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		383,343
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	20,667	54,000
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	648,116	187,108

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Significant Accounting Policies (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022 USD ($) Integer	Jun. 30, 2021 USD ($)	Feb. 28, 2022 USD ($)
Product Information [Line Items]
Discounted deals on online purchase		$ 25
Purchase from restaurant		50
Advertising expense		$ 247,759	$ 364,375
Operating segment | Integer		1
Game iQ [Member]
Product Information [Line Items]
Intangible asset				$ 443,509
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration risk percentage	61.00%	43.00%

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Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details)	1 Months Ended
	Jan. 31, 2022 USD ($)
Business Acquisition [Line Items]
Acquired assets (cash)	$ 12,805
Acquired software and technology	443,509
Total purchase price	456,314
GameIQ Acquisition Corp., Inc [Member]
Business Acquisition [Line Items]
Notes payable	140,914
Government assistance note payable and accrued interest (EIDL)	15,400
Common stock (600,000 shares of common stock at $0.50 per share)	300,000
Total consideration paid	$ 456,314

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Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) - GameIQ Acquisition Corp., Inc [Member]	1 Months Ended
	Jan. 31, 2022 $ / shares shares
Business Acquisition [Line Items]
Number of stock issued | shares	600,000
Price per share | $ / shares	$ 0.50

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Schedule of Finite-Lived Intangible Assets (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Intangible asset assigned life	2 years
Intangible assets, gross	$ 443,509
Accumulated amortization	(49,524)
Total acquired software and technology, net of amortization	$ 393,985
GameIQ Acquisition Corp., Inc [Member] | Software and Technology [Member]
Business Acquisition [Line Items]
Intangible asset assigned life	24 months
Intangible assets, gross	$ 443,509

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Schedule of Future Amortization Expense (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
2022 (remaining)	$ 135,271
2023	221,754
2024	36,959
Total acquired software and technology, net of amortization	$ 393,985

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Schedule of Pro Forma Statements of Operations (Details) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]
Revenues	$ 2,575,506	$ 1,610,648
Operating expenses
Direct cost of revenues	599,194	213,221
Selling, general and administrative expenses	2,929,516	5,223,794
Amortization of intangible assets	24,762	484,574
Total operating expenses	3,553,472	5,921,589
Loss from operations	(977,966)	(4,310,941)
Other income
Other income	1,067,429	573,443
Total Other income	1,067,429	573,443
Net income (loss)	$ 89,463	$ (3,737,498)

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Schedule of Provisions of Operations Subsequent Acquisitions (Details) - USD ($)	3 Months Ended		4 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Revenues	$ 1,811,154	$ 788,776		$ 2,570,934	$ 1,599,261
Selling, general and administrative expense	(1,475,455)	(2,808,490)		(2,912,050)	(5,065,366)
Net income (loss)	$ (193,590)	$ (2,306,595)		$ 78,491	$ (3,439,015)
Game iQ [Member]
Business Acquisition [Line Items]
Revenues			$ 8,465
Direct cost of revenues			(11,330)
Selling, general and administrative expense			(13,620)
Net income (loss)			$ (16,485)

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Acquisition of GameIQ (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2022	Feb. 01, 2022
Business Acquisition [Line Items]
Share price		$ 0.90		$ 0.90
Intangible assets		$ 297,148		$ 297,148
Intangible asset assigned life				2 years
Amortization expense		$ 31,044	$ 144,000	$ 49,524	$ 336,000
GameIQ Acquisition Corp., Inc [Member]
Business Acquisition [Line Items]
Principal amount of acquisition	$ 456,314
Bearing interest		1.00%		1.00%			1.00%
Share price	$ 0.50					$ 0.50
GameIQ Acquisition Corp., Inc [Member] | Balazs Wellisch [Member]
Business Acquisition [Line Items]
Principal amount of acquisition	$ 78,813
GameIQ Acquisition Corp., Inc [Member] | Quentin Blackford [Member]
Business Acquisition [Line Items]
Principal amount of acquisition	$ 62,101
Restricted Stock [Member] | GameIQ Acquisition Corp., Inc [Member]
Business Acquisition [Line Items]
Restricted shares issued	600,000
Fair value of common stock	$ 300,000

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Deposit with Credit Card Processor (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Outstanding security deposit	$ 87,237	$ 87,237

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Leases (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Sep. 30, 2020	Jun. 30, 2022	Dec. 31, 2021
Leases
Operating lease term	36 months
Payments for rent	$ 7,600
Operating lease right-of-use assets		$ 161,702	$ 219,739
Operating lease asset		58,037
Lease liabilities			222,096
Lease payments		56,601
operating lease		165,495
Operating lease liability, current portion		$ 117,278	$ 110,499

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Schedule of Convertible Debt (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Total principal and accrued interest	$ 35,637	$ 31,537
Convertible Debt [Member]
Short-Term Debt [Line Items]
Total principal balance	20,000	20,000
Accrued interest	15,637	11,537
Total principal and accrued interest	$ 35,637	$ 31,537

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Convertible Debt Assumed Upon Reverse Merger - Past Due (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Shares issued price per share	$ 0.90
Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible debt assumed transaction principal balance outstanding	$ 20,000	$ 20,000
Interest payable	15,637	11,537
Merger Agreement [Member] | Convertible Debt [Member]
Debt Instrument [Line Items]
Convertible debt assumed transaction principal balance outstanding	200
Interest payable	$ 15,637	$ 11,537
Shares issued price per share	$ 1.50
Convertible of common shares | shares	237.58
Minimum [Member] | Merger Agreement [Member]
Debt Instrument [Line Items]
Debt interest rate	8.00%
Maximum [Member] | Merger Agreement [Member]
Debt Instrument [Line Items]
Debt interest rate	22.00%

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Schedule of Acquisition Notes Payable (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
GameIQ Acquisition Corp., Inc [Member]
Short-Term Debt [Line Items]
Principal balance	$ 140,914
Interest Payable	274
Acquisition Note Payable [Member]
Short-Term Debt [Line Items]
Principal balance	1,640,914	$ 1,500,000
Interest Payable	207,151	162,300
Total principal and accrued interest	1,848,065	1,662,300
Less current portion	(1,753,848)
Non-current portion	94,217	1,662,300
Acquisition Note Payable [Member] | GameIQ Acquisition Corp., Inc [Member]
Short-Term Debt [Line Items]
Principal balance	140,914
Acquisition Note Payable [Member] | Restaurant.com, Inc. [Member]
Short-Term Debt [Line Items]
Principal balance	$ 1,500,000	$ 1,500,000

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Acquisition Notes Payable (Details Narrative) - USD ($)			1 Months Ended
	Feb. 01, 2022	Mar. 01, 2020	Jan. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Accrued interest payable				$ 32,977	$ 25,321
Restaurant.com Acquisition Note Payable [Member]
Restructuring Cost and Reserve [Line Items]
Debt Instrument maturity date		Mar. 01, 2023
Total principal balance				1,500,000	1,500,000
Accrued interest payable				$ 206,877	$ 162,300
Unsecured Debt [Member]
Restructuring Cost and Reserve [Line Items]
Interest rate				6.00%
Unsecured Debt [Member] | SBA [Member]
Restructuring Cost and Reserve [Line Items]
Total principal balance		$ 1,500,000
GameIQ Acquisition Corp., Inc [Member]
Restructuring Cost and Reserve [Line Items]
Business combination consideration transferred			$ 140,914
Interest rate	1.00%			1.00%
Debt Instrument maturity date	Feb. 01, 2025
Total principal balance				$ 140,914
Accrued interest				$ 274
GameIQ Acquisition Corp., Inc [Member] | One Holder [Member]
Restructuring Cost and Reserve [Line Items]
Business combination consideration transferred	$ 78,813
GameIQ Acquisition Corp., Inc [Member] | Two Holder [Member]
Restructuring Cost and Reserve [Line Items]
Business combination consideration transferred	$ 62,101

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Schedule of Notes Payable (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Financing Receivable, Credit Quality Indicator [Line Items]
Total principal balance	$ 664,500	$ 1,675,535
Accrued interest	32,977	25,321
Total principal and accrued interest	697,477	1,700,856
Less current portion	(40,000)	(11,115)
Non-current portion	657,477	1,689,741
Paycheck Protection Loan [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Total principal balance		1,025,535
Economic Injury Disaster Loans [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Total principal balance	$ 664,500	$ 650,000

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Government Assistance Notes Payable (Details Narrative) - USD ($)					3 Months Ended		6 Months Ended
	Jul. 14, 2021	Mar. 22, 2021	Jul. 21, 2020	Jun. 17, 2020	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2022	Dec. 31, 2021
Financing Receivable, Credit Quality Indicator [Line Items]
Forgiveness of notes payable		$ 1,025,535					$ 1,025,535	$ 648,265
Proceeds from notes payable								$ 1,025,535
Paycheck Protection Program Second Draw [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Bearing interest		1.00%
Accrued interest									$ 9,743
Paycheck Protection Program Second Draw [Member] | SBA [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Debt instrument maturity date, description		March 2026
Economic Injury Disaster Loans [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Bearing interest			3.75%
Accrued interest					32,977		32,977			$ 25,321
Repayment of principal and interest in notes payable			$ 3,500
Debt instrument term			30 years
Notes payable outstanding					$ 664,500		$ 664,500			$ 664,500
Economic Injury Disaster Loans [Member] | SBA [Member]
Financing Receivable, Credit Quality Indicator [Line Items]
Accrued interest			$ 900
Proceeds from notes payable	$ 350,000		150,000	$ 150,000
Total principal balance			$ 14,500

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Summary of Stock Options (Details) - $ / shares		6 Months Ended
	Feb. 28, 2022	Jun. 30, 2022
Equity [Abstract]
Number of Options beginning balance outstanding		$ 187,116
Weighted Average Exercise Price Options begining balance outstanding		12.38
Number of Options, granted		461,000
Weighted Average Exercise Price, Options granted		1.43
Number of Options, exercised
Weighted Average Exercise Price, Options exercised
Number of Options expired or forfeited
Weighted Average Exercise Price, Options expired or forfeited	$ 1.25
Number of Options ending balance outstanding		648,116
Weighted Average Exercise Price Options ending balance outstanding		4.59
Number of Options balance exercisable		397,445
Weighted Average Exercise Price Options balance exercisable		$ 6.59

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Summary of Warrants (Details)	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Equity [Abstract]
Number of Warrants beginning balance outstanding | shares	20,667
Weighted Average Exercise Price Warrants begining balance outstanding	$ 9.00
Number of Warrants, granted
Weighted Average Exercise Price, Warrants granted
Number of Warrants, exercised
Weighted Average Exercise Price, Warrants exercised
Number of Warrants expired or forfeited
Weighted Average Exercise Price, Warrants expired or forfeited
Number of Warrants ending balance outstanding | shares	20,667
Weighted Average Exercise Price Optoins ending balance outstanding	$ 9.00
Number of Warrants balance exercisable	20,667
Weighted Average Exercise Price Warrants balance exercisable	$ 9.00

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Stockholder’s Deficit (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Feb. 28, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Preferred stock, shares authorized		10,000,000		10,000,000		10,000,000
Preferred stock, par value		$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares issued		0		0		0
Preferred stock, shares outstanding		0		0		0
Common stock, shares authorized		750,000,000		750,000,000		750,000,000
Common stock, par value		$ 0.001		$ 0.001		$ 0.001
Common stock, shares issued		14,119,045		14,119,045		12,879,428
Common stock, shares outstanding		14,119,045		14,119,045		12,879,428
Fair value of common stock		$ 210,509	$ 1,057,389	$ 210,509	$ 2,172,249
Shares issued, price per share		$ 0.90		$ 0.90
Proceeds from public offering				$ 250,000	1,843,117
Stock issued during period, shares, for vendor balance				26,000
Stock issued during period,value, for vendor balance		$ 36,400		$ 36,400
Extinguishment of debt, vendor				65,000
Gain on vendor settlement		$ 28,600		$ 28,600
Stock issued during period, shares, note payable extension					3,000
Stock issued during period, value, note payable extension					$ 7,500
Share-based payment award, options, exercises in period	400,000
Weighted average exercise price	$ 1.50
Weighted average exercise price	1.25
Share-based payment award, options, vested in period, fair value				$ 243,000
Weighted average grant date fair value, per share	$ 0.53
Share-based payment award, fair value assumptions, expected term	4 years 6 months			7 years 5 months 8 days
Share-based payment award, fair value assumptions, expected volatility rate	270.00%
Share-based payment award, fair value assumptions, expected dividend rate	0.00%
Share-based payment award, fair value assumptions, expected term	1.81%
Fair value of vested options				$ 119,496	437,877
Share-based payment arrangement				$ 123,504
Share-based payment award, fair value assumptions, exercise price		$ 0.90		$ 0.90
Share-based payment award, equity instruments other than options, aggregate intrinsic value, vested				$ 0
Weighted average remaining contractual term				2 months 15 days
Exercise price range, exercisable, weighted average exercise price		9.00		$ 9.00
March 1, 2022 [Member]
Subsidiary, Sale of Stock [Line Items]
Share-based payment award, options, vested and expected to vest, outstanding, number	160,000
April 1, 2022 [Member]
Subsidiary, Sale of Stock [Line Items]
Share-based payment award, options, vested and expected to vest, outstanding, number	10,000
2019 Stock Incentive Plan [Member]
Subsidiary, Sale of Stock [Line Items]
Share-based payment award, options, exercises in period	461,000
Stock issued during period, shares, employee stock ownership plan	60,000
Weighted average exercise price	$ 1.00
Share-based payment award, award vesting rights, percentage	33.00%
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from public offering				$ 250,000	$ 1,898,466
Sale of common stock shares				100,000	775,346
Sale price per share		2.50	$ 2.48	$ 2.50	$ 2.48
Offering costs			$ 21,686		$ 21,686
Game iQ [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share		0.50		$ 0.50
Issuance of common stock for acquisition, shares				600,000
Issuance of common stock for acquisition				$ 300,000
Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock granted, shares				720,000
Fair value of common stock granted				$ 360,000
Number of shares issued for service				240,000
Fair value of common stock				$ 161,917
Shares issued, price per share		$ 0.50		$ 0.50
Unvested compensation		$ 200,000		$ 200,000
Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Shares issued, price per share		$ 0.50		$ 0.50
Unvested compensation		$ 28,000		$ 28,000
Issuance of restricted stock, shares				150,500
Fair value of restricted stock granted				$ 75,250
Restricted stock issued for service, shares				83,833
Fair value of restricted stock issued for service				$ 45,554
Consultants for Services [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for service				189,784	735,646
Fair value of common stock				$ 210,509	$ 2,172,249

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Contingencies (Details Narrative) - USD ($)				3 Months Ended	6 Months Ended
	Jan. 28, 2022	Feb. 03, 2021	Apr. 17, 2019	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Return for shares of uBid common stock			$ 60,000			$ 1,898,466
Advertising and endorsement services			$ 195,000
Accrued bonuses, current		$ 195,000
Legal fees		$ 24,000
Final litigation settlement, expense	$ 150,000				$ 69,000
Gain litigation settlement, expense					$ 69,000

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Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 27, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Feb. 28, 2022
Subsequent Event [Line Items]
Stock issued during period, value, issued for services		$ 210,509	$ 1,057,389	$ 210,509	$ 2,172,249
Exercise price range, outstanding, weighted average exercise price						$ 1.50
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during period, shares, issued for services	33,333
Stock issued during period, value, issued for services	$ 20,000
Exercise price range, outstanding, weighted average exercise price	$ 0.60