The following discussion should be read in conjunction with the consolidated
financial statements and the related notes contained elsewhere in this
prospectus. In addition to historical information, the following discussion
contains forward looking statements based upon current expectations that are
subject to risks and uncertainties. Actual results may differ substantially from
those referred to herein due to a number of factors, including, but not limited
to, risks described in the section entitled "Risk Factors" and elsewhere in

this
prospectus.

Background and Basis of Presentation





On March 1, 2020, we acquired the assets of Restaurant.com, Inc. Restaurant.com,
Inc. is a pioneer in the restaurant deal space and the nation's largest
restaurant-focused digital deals brand. Founded in 1999, Restaurant.com connects
digital consumers, businesses, and communities offering over 200,000 dining and
merchant deal options nationwide at 187,000 restaurants and retailers to over
7.8 million customers.

We have decided to leverage our experience in ecommerce and concentrate on developing what we believe are significant growth opportunities in the B2B and B2C business of Restaurant.com, Inc.





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 nine equal biannual installments, with the first
installment due on the nine-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.



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.



27






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, 2022
, 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 31, 2022.



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.



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 in fiscal 2023.



28






Inflation



Global inflation also increased during 2021 and in 2022. The Russia and 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.




Going Concern



During the year ended December 31, 2022, we incurred a net loss of $1,278,524,
utilized cash in operations of $1,053,571, and had a stockholders' deficiency of
$3,049,017 as of December 31, 2022. At December 31, 2022, we had cash of
$1,122,958 available to fund its operations, including expansion plans, and

to
service its debt.




Our consolidated financial statements have been presented on the basis that it
will continue as a going concern, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. We have
experienced operating losses and negative operating cash flows during 2022 and
2021. We have financed our working capital requirements through borrowings from
various sources and the sale of our equity securities.



Our operations have been significantly and negatively impacted by the COVID-19
pandemic. Due to the uncertain and rapidly evolving nature of current conditions
around the world, we are unable to predict accurately the impact that the
COVID-19 pandemic will have on its business going forward. We expect 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 for an extended period of time.



As a result, management has concluded that there is substantial doubt about our
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, 2022, has also expressed substantial
doubt about the Company's ability to continue as a going concern. The Company's
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

The Company's ability to continue as a going concern is dependent upon its ability to raise additional debt or equity capital to fund its business activities and to ultimately achieve sustainable operating revenues and profitability.





As market conditions present uncertainty as to the Company's ability to secure
additional funds, there can be no assurances that the Company will be able to
secure additional financing on acceptable terms, as and when necessary to
continue to conduct operations. There is also significant uncertainty as to the
effect that the coronavirus may have on the Company's business plans and the
amount and type of financing available to the Company in the future.



If the Company is unable to obtain the cash resources necessary to satisfy the
Company's ongoing cash requirements, the Company could be required to scale back
its business activities or to discontinue its operations entirely.

Year ended December 31, 2022 compared to Year ended December 31, 2021

Results of Operations - Twelve months ended December 31, 2022, compared to twelve months ended December 31, 2021





Revenue

For the year ended December 31, 2022 and 2022, the Company's operating revenues consisted of revenues generated by the Restaurant.com business.





29

For the years ended December 31, 2022 and 2021, disaggregated revenue by the Company's divisions and type of revenue is presented below.




                                                            Sale of
                                                            Travel,
                                       Restaurant          Vacation
Sales Channels                          Coupons         and Merchandise       Advertising         Total

Year Ended December 31, 2022
Business to consumer (B2C)            $    704,586     $         363,281     $     198,519     $ 1,266,386
Business to business (B2B)               3,148,377                     -   

             -       3,148,377
Other                                       29,832                     -                 -          29,832
Total                                 $  3,882,795     $         363,281     $     198,519     $ 4,444,595

Year Ended December 31, 2021
Business to consumer (B2C)            $    867,465     $         375,261     $     182,503     $ 1,425,229
Business to business (B2B)               1,861,795                     -   

             -       1,861,795
Other                                       36,485                     -                 -          36,485
Total                                 $  2,765,745     $         375,261     $     182,503     $ 3,323,509




Revenue for the year ended December 31, 2022, was $4,444,595, an increase of
approximately $1,121,086 or 34%, as compared to $3,323,509 in the same period of
the prior year. The increase in 2022 relates to an agreement 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 in May 2022 and ended in August 2022, and we
earned $1,106,447 in revenues from this agreement during the year ended December
31, 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 $825,242 during the year ended December 31, 2022
as compared to $394,023 during the year ended December 31, 2021, as a result of
our increase in revenue. During the year ended December 31, 2022 and 2021, our
cost of revenues, as a percentage of revenue, was 19% and 8%, 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 $5,462,690 during the year
ended December 31, 2022, as compared to $7,243,151 during the year ended
December 31, 2021, a decrease of $1,780,461. The decrease was related mainly to
a $1,939,031 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 $158,570 during the current period, related to general changes in

our
business and operations.



30

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 $184,795 and $624,000 during the year ended December
31, 2022 and 2021, respectively.

Write-off of Impaired Intangible Assets.





During the year ended December 31, 2022, the Company determined that certain
intangible assets acquired in connection with the acquisition of the GameIQ
business were impaired, resulting in a charge to operations of $258,714 at
December 31, 2022. During the year ended December 31, 2021, the Company
determined that certain intangible assets acquired in connection with the
acquisition of the Restaurant.com business were impaired, resulting in a charge
to operations of $570,030 at December 31, 2021.



Loss from Operations




For the year ended December 31, 2022, we incurred a loss from operations of
$2,286,846, as compared to a loss from operations of $5,507,695 for the year
ended December 31, 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 $1,025,322 for the year ended December 31, 2022,
as compared to other income of $516,472 for the year ended December 31, 2021.
Other income for the year ended December 31, 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 $114,813. Other income for the year ended December 31, 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 $124,293.



Net Loss




We realized a net loss of $1,278,524 for the year ended December 31, 2022, as
compared to realizing a net loss of $4,991,223 for the year ended December 31,
2021. The decrease in net loss is primarily due to a gain on forgiveness of
government assistance notes payable, increased revenue and decreased operating
expenses, as discussed above.

Critical Accounting Policies and Estimates


The following discussion and analysis of financial condition and results of
operations is based upon the Company's consolidated financial statements for the
years ended December 31, 2022 and 2021 presented elsewhere in this report, which
have been prepared in conformity with accounting principles generally accepted
in the United States of America ("GAAP"). Certain accounting policies and
estimates are particularly important to the understanding of the Company's
financial position and results of operations and require the application of
significant judgment by management or can be materially affected by changes from
period to period in economic factors or conditions that are outside of the
Company's control. As a result, these issues are subject to an inherent degree
of uncertainty. In applying these policies, management uses its judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. Those estimates are based on the Company's historical operations, the
future business plans and the projected financial results, the terms of existing
contracts, trends in the industry, and information available from other outside
sources.



31






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.



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.



32






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 online websites that sell 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, the
Company also generates 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.

Recent Accounting Pronouncements

See discussion of recent accounting pronouncements in Note 2 to the accompanying financial statements.

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 year ended December 31, 2022,
the Company recorded an operating loss of $2,286,846, used cash in operations of
$1,053,571, and had a stockholders' deficit of $3,049,017 at December 31, 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, 2022, 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 December 31, 2022, we had cash on hand in the amount of $1,122,958. 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.


                                                     Year Ended
                                                    December 31,
                                                2022             2021

Net cash used in operating activities $ (1,053,571 ) $ (1,260,191 ) Net cash provided by investing activities 12,805

                -

Net cash provided by financing activities 233,399 2,589,940 Net increase (decrease) in cash

$   (807,367 )   $  1,930,325



33






Operating Activities

Cash provided by or used in operating activities primarily consists of net loss adjusted for certain non-cash items, including amortization of intangible assets, impairment 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 year ended December 31, 2022 was
approximately $1,053,571 and consisted of a net loss of $1,278,524, 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
$(14,874), and $183,827 in changes in working capital and other activities.



Cash used in operating activities for the year ended December 31, 2021 was
$1,260,191 and consisted of a net loss of $4,991,223, 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 $3,155,142, and approximately $575,890 in changes in working
capital and other activities.



Investing Activities




Cash provided by investing activities for the year ended December 31, 2022 was
$12,805 and was cash received on the acquisition of GameIQ. The Company had no
investing activities for the year ended December 31, 2021.



Financing Activities




For the year ended December 31, 2022, cash provided by financing activities was
$233,399, which was from proceeds received of $250,000 the sale of common stock,
less $13,136 of principal payments on our acquisition notes payable, and $3,465
in principal payments on our note payable - government assistance loans. For the
year ended December 31, 2021, cash provided by financing activities was
$2,589,940, and included net proceeds of $1,958,466 received from the sale of
common stock, and $1,375,535 in proceeds from government assistance loans,
offset by the repayment of $303,147 of bridge notes payable, repayment of
$400,000 of convertible notes payable, and repayment of $40,914 of acquisition
obligations.

Convertible Debt Assumed Upon Reverse Merger - Past Due

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




                                        December 31       December 31,
                                           2022               2021

Total principal balance                $      20,000     $       20,000
Accrued interest                              17,137             11,537

Total principal and accrued interest $ 37,137 $ 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 December 31, 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 $17,137 and $11,537, respectively.
As of December 31, 2022, convertible debt assumed in the transaction, including
accrued interest payable, was convertible at $1.50 per share into 24,758 shares
of the Company's common stock.


34






Acquisition Notes Payable



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


                                          December 31,       December 31,
                                              2022               2021


GameIQ acquisition note payable           $     127,778     $            -

Restaurant.com acquisition note payable 1,500,000 1,500,000 Total principal balance

                       1,627,778          1,500,000
Accrued interest                                252,194            162,300
Total principal and accrued interest          1,879,972          1,662,300
Less current portion                         (1,798,478 )                -
Non-current portion                       $      81,494     $    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) nine (6) equal biannual installments with the first installment due on the
nine-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.



During the year ended December 31, 2022, the Company made principal payments of
$13,136. As of December 31, 2022, the notes payable had an aggregate principal
balance outstanding of $127,788 and accrued interest payable of $687.



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 December 31, 2022 and December 31, 2021, the note payable had a principal
balance outstanding of $1,500,000 and accrued interest payable of $251,507

and
$162,300 respectively.

On March 1, 2023, the principal and interest balance of approximately $1,770,000, was converted into 554,859 shares of the Company's common stock, and the note was retired.





35

Government Assistance Notes Payable





Government Assistance Notes Payable consists of the following at December 31,
2022, and December 31, 2021:


                                        December 31,       December 31,
                                            2022               2021

Paycheck Protection Loan               $            -     $    1,025,535
Economic Injury/Disaster Loans                661,035            650,000
Total principal balance                       661,035          1,675,535
Accrued interest                               45,541             25,321
Total principal and accrued interest          706,576          1,700,856
Less current portion                          (15,217 )          (11,115 )
Non-current portion                    $      691,359     $    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 year ended
December 31, 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 21, 2020, the Company received an
additional $150,000 of proceeds applicable to loans administered by the SBA as
disaster loan assistance under the Covid-19 EIDL Program. On July 14, 2021, the
Company received an additional $350,000 of proceeds pursuant to the loan. 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. During the year ended December
31, 2022, the Company made principal payments of $3,465. As of December 31,
2022, and December 31, 2021, the note payable had a principal balance
outstanding of $661,035 and accrued interest payable of $45,541 and $25,321
respectively.

Off-Balance Sheet Arrangements

At December 31, 2022 and December 31, 2021, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

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