Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 March 31, 2024

☐ 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
incorporation or organization)

(I.R.S. Employer

Identification No.)

1100 Woodfield Road, Suite 510

Schaumburg, IL

60173

(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

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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were 25,588,097 shares of common stock outstanding as of May 13, 2024.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		F-1

Item 1. Condensed Financial Statements		F-1

Condensed Consolidated Balance Sheets – March 31, 2024 (Unaudited) and December 31, 2023		F-1

Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (Unaudited)		F-2

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (Unaudited)		F-3

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (Unaudited)		F-4

Notes to Condensed Consolidated Financial Statements three months ended March 31, 2024 and 2023 (Unaudited)		F-5

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		11

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		12

Item 4. Mine Safety Disclosures		12

Item 5. Other Information		12

Item 6. Exhibits		12

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (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, 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 10-K for the year ended December 31, 2022. 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	Successor
	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes restricted cash of $1,258,826 at March 31, 2024 and December 31, 2023)	$	5,400,821		$	4,099,737
Accounts receivable		1,111,371			1,681,165
Inventories		3,474,205			4,152,273
Prepaid expenses and other current assets		304,291			177,119
Total current assets		10,290,688			10,110,294

Property and equipment, net		2,409,391			2,563,312
Operating lease right of use asset, net		249,551			315,183
Deposits		65,556			65,556
Intangible assets, net - provisional		6,092,083			6,700,000
Goodwill - provisional		20,007,669			20,007,669
Total assets	$	39,114,938		$	39,762,014

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,844,024		$	2,218,285
Accrued expenses		1,481,075			1,175,934
Deferred revenue		168,178			336,996
Secured revolving line of credit		6,060,920			6,737,385
Convertible promissory notes, current portion		40,887			40,137
Notes payable, current portion		836,509			836,509
Acquisition obligation		-			500,000
Operating lease liability, current portion		87,207			134,475
Total current liabilities		10,518,800			11,979,721

Notes payable, net of current portion		1,473,454			1,458,270
Deferred taxes		1,800,000			1,800,000
Operating lease liability, net of current portion		184,334			202,829
Total liabilities		13,976,588			15,440,820

Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 25,538,097 and 24,119,967 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		25,532			24,114
Additional paid-in-capital		97,395,202			93,376,244
Common stock issuable, 370,843 and 383,343 shares, respectively		370,843			383,343
Accumulated deficit		(72,653,227	)		(69,462,507	)
Total stockholders’ equity		25,138,350			24,321,194

Total liabilities and stockholders’ equity	$	39,114,938		$	39,762,014

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

F-1

RDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Successor			Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

Net Sales	$	21,521,894		$	24,161,728
Cost of sales		18,264,618			21,248,078
Gross profit		3,257,276			2,913,650

Operating Expenses
Selling, general and administrative expenses		5,214,041			2,802,828
Amortization of capitalized software costs		378,737			312,703
Amortization of intangible assets		607,917			75,000
Total operating expenses		6,200,695			3,190,531

Loss from operations		(2,943,419	)		(276,881	)

Other income (expense):
Interest expense		(247,301	)		(181,894	)
Net loss before income taxes		(3,190,720	)		(458,775	)
Income taxes		-			28,397
Net loss	$	(3,190,720	)	$	(430,378	)

Net loss per share – basic and diluted	$	(0.13	)	$	(0.03	)

Weighted average common shares outstanding – basic and diluted		25,004,222			13,774,292

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

F-2

RDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2024

(Unaudited)

		Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Successor:		Common Stock				Common Stock Issuable						Additional Paid-In			Accumulated			Total Stockholders’
		Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Balance, December 31, 2023	-		24,119,967	$	24,114		383,343		$	383,343		$	93,376,244		$	(69,462,507	)	$	24,321,194

Fair value of vested options			-		-		-			-			37,126						37,126

Fair value of vested restricted stock units							-			-			1,044,250						1,044,250

Issuance of common stock for services			50,000		50		-			-			217,450						217,500

Common shares issued on cashless exercise of stock options			1,130		1								(1	)					-

Common shares issued			12,500		13		(12,500	)		(12,500	)		12,487						-

Issuance of common stock for cash			1,354,500		1,354		-			-			2,707,646						2,709,000

Net loss	-		-		-		-			-			-			(3,190,720	)		(3,190,720	)
Balance, March 31, 2024 (Unaudited)	-		25,538,097	$	25,532		370,843		$	370,843		$	97,395,202		$	(72,653,227	)	$	25,138,350

For the Three Months Ended March 31, 2023

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Predecessor:	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, 2022		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,335,139	)	$	(25,398,187	)
Balance		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,335,139	)	$	(25,398,187	)

Net loss		-		-		-		-		-		-		-		(430,378	)		(430,378	)
Balance, March 31, 2023 (Unaudited)		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,765,517	)	$	(25,828,565	)
Balance		-	$	-		29,035,625	$	2,900		-	$	-	$	4,934,052	$	(30,765,517	)	$	(25,828,565	)

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

F-3

RDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2024 and 2023

(Unaudited)


	Successor			Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,190,720	)	$	(430,378	)
Adjustments to reconcile net loss to net cash provided by operating activities
Fair value of vested stock options		37,126			-
Fair value of vested restricted common stock		1,044,250			-
Fair value of common stock issued for services		217,500			-
Depreciation expense		378,737			312,703
Amortization of intangible assets		607,917			75,000
Accrued interest		15,934
Changes in operating assets and liabilities:
Accounts receivable		569,794			710,612
Inventories		678,068			1,018,410
Prepaid expenses and other current assets		(127,172	)		(246,978	)
Right of use assets		65,632			46,872
Accounts payable		(374,262	)		(615,492	)
Accrued expenses		305,141			91,490
Deferred revenue		(168,818	)		(4,124	)
Operating lease liability		(65,763	)		(154,631	)
Net cash provided by (used in) operating activities		(6,636	)		803,484

CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized website development costs		(224,815	)		(38,449	)
Net cash provided by investing activities		(224,815	)		(38,449	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit		26,070,274			25,822,527
Repayment of line of credit		(26,746,739	)		(26,316,878	)
Repayment of acquisition obligation		(500,000	)		-
Proceeds from sale of common stock		2,709,000			-
Net cash provided by (used in) financing activities		1,532,535			(494,351	)

Net increase in cash and cash equivalents		1,301,084			270,683
Cash and cash equivalents beginning of period		4,099,737			2,040,680
Cash and cash equivalents end of period	$	5,400,821		$	2,311,363

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Taxes paid	$	-		$	-

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

F-4

RDE, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2024 and 2023

(Unaudited)

1. Basis of Presentation

RDE, Inc. (“RDE”) through its wholly-owned subsidiary Restaurant.com, Inc., has been in the business of connecting digital consumers, businesses and communities with dining and merchant deal options throughout the United States.

On August 18, 2023, RDE entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed and has been accounted for as a business combination using the acquisition method of accounting (See Note 3). CardCash was formed in 2013 and buys merchant gift cards and resells them at a markup.

RDE’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying condensed consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of CardCash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the condensed consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods.

Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2023, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Card Cash Exchange, Inc. All intercompany balances and transactions have been eliminated in consolidation.

Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern within one year after the date the accompanying financial statements were issued. RDE and CardCash have a history of reporting net losses and negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in its audit report to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, 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.

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. The Company has financed its working capital requirements through borrowings from various sources and the sale of its equity securities.

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.

F-5

2. Significant Accounting Policies

Use of Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the realizability of deferred tax assets and the related valuation allowance, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

The Company buys merchant gift cards from the general public and distributors at a discount and then resells them at a markup. The Company also derives revenue from the sale of discount certificates for restaurants on behalf of third-party restaurants.

Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs at a point in time when the risk and title to the product transfers to the customer upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company’s standard terms of delivery are included in its contracts of sale, order confirmation documents, and invoices. The Company recognizes revenue on a gross basis for the sales price of the merchant gift cards and discount certificates it collects.

Certain customers may receive incentives, which are accounted for as variable consideration. Provisions for sales returns are recognized in the period when the sale is recorded based upon the Company’s prior experience and current trends. These revenue reductions are established by the Company based upon management’s best estimates at the time of sale following the historical trend, adjusted to reflect known changes in the factors that impact such reserves and allowances, and the terms of agreements with customers.

Amounts billed and due from the Company’s customers are classified as accounts receivable on the balance sheet. Amounts received in advance from customers are recorded as deferred revenue on the balance sheet until the performance obligations have been satisfied. The Company has elected to apply the practical expedient to not assess contracts for significant financing component because the period between the receipt of advance payment and the Company’s transfer of services to the customer is less than one year.

F-6

Other

Sale of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

The Company also recognizes revenue from the sale of Restaurant.com promotional gift cards (revenue recognized based on the Company’s historical redemption rates of its promotional gift cards), the sale of travel, vacation, and merchandise on behalf of third-party merchants (revenue reported on a net basis equal to the purchase price received from the customer less a portion of the purchase price paid by the Company to its merchant partners), and advertising revenue for 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 (revenue recognized when its determinable, which is generally upon receipt of a 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 March 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

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

Successor:
Three Months Ended March 31, 2024
Business to consumer (B2C)	$	21,070,007	$	117,026	$	8,793	$	15,436	$	21,211,262
Business to business (B2B)		-		310,632		-		-		310,632
Other		-		-		-		-		-
Total	$	21,070,007	$	427,658	$	8,793	$	15,436	$	21,521,894

Predecessor:
Three Months Ended March 31, 2023
Business to consumer (B2C)	$	24,161,728	$	-	$	-	$	-	$	24,161,728
Business to business (B2B)		-		-		-		-		-
Other		-		-		-		-		-
Total	$	24,161,728	$	-	$	-	$	-	$	24,161,728

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

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.

F-7

Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of customer relationships, trade name, and developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three years.

The Company reviews all finite-lived intangible assets for impairment when 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 our consolidated statements of operations.

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired. As of March 31, 2024 goodwill that arose from acquisition of CardCash (see Note 3) was $20,007,669. Under ASC 350 Intangibles-Goodwill and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31. Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit. If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that there is only one reporting unit. No impairment indicators were identified as of March 31, 2024.

Long-Lived Assets

The Company evaluates long-lived assets, other than goodwill and indefinite lived intangible assets, for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. The measurement of possible impairment is based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from the use of the asset and its eventual disposition. An impairment loss, equal to the difference between the asset’s fair value and its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment indicators were identified as of March 31, 2024.

Leases

The Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract inception. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. Operating lease right-of-use assets (“ROU”) for operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized on a straight-line basis over the lease term and is included in the general and administrative line in the Company’s consolidated statements of operations.

Advertising

The Company expenses advertising costs as incurred and amounted to $261,042 and $243,777 for the three months ended March 31, 2024 and 2023, respectively, which are recorded in general and administrative in the Statements of Operations.

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. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

F-8

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.

Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses.

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 March 31, 2024 and 2023, 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.

	Successor		Predecessor
	March 31, 2024		March 31, 2023

Convertible notes payable		27,258		-
Common stock issuable		370,843		-
Series B convertible preferred stock		-		1,526,882
Common stock options		717,782		-
Total		1,115,883		1,526,882

The issuable and potentially issuable shares as summarized above. These potentially issuable common shares would have been anti-dilutive because the Company had a net loss for the periods ended March 31, 2024 and 2023, such common stock equivalents would have been excluded from the calculation of net loss per share.

Fair Value of Financial Instruments

Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

F-9

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

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.

Segment Information

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company’s operation segment consists of one component, and the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of trade accounts receivable and cash. The credit risk exposure surrounding trade accounts receivable is limited as these amounts represent the timing difference between payments being settled by credit card processors and the cash being provided to the Company.

No significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended March 31, 2024 and 2023.

The Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced a loss on this account.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. The Company’s adopted ASU 2016-13 effective January 1, 2023, and there was no material effect on the Company’s financial position, results of operations and cash flows.

F-10

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company’s adopted ASU 2023-7 effective January 1, 2024, and there was no material effect on the Company’s financial position, results of operations and cash flows.

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The ASU requires buyers to disclose information about their supplier finance programs. Interim and annual requirements include the disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. This update is effective for annual periods beginning after December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted ASU 2022-04 on January 1, 2023, and there was no material impact on our financial statements.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3. Acquisition of Card Cash

On December 29, 2023, RDE completed the acquisition of CardCash. The acquisition was made pursuant to an agreement and plan of merger dated August 18, 2023 between RDE and CardCash. RDE acquired all of the issued and outstanding equity of CardCash for $26,682,000, made up of the issuance of 6,108,007 shares of the RDE’s common stock valued at $24,682,000, the issuance of a note payable for $1,500,000, and payment of $750,000 in cash.

RDE utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to CardCash’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. The fair value assigned to the developed technology was determined using the relief from royalty method. The fair value assigned to trade name were determined using the relief from royalty method. The fair value of the customer relationships was determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired. The cash flows were based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital. The valuation assumptions took into consideration the Company’s estimates of customer attrition and revenue growth projections. The excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets has been recorded as goodwill. Goodwill also represents the future benefits as a result of the acquisition that the Company believes will enhance the Company’s product offerings and lineup available to both new and existing customers and generate future synergies within the discount coupon and giftcard business.

As of March 31, 2024, management has not yet finalized its valuation analysis. The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

F-11

The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of CardCash on the date of acquisition:

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable ($750,000 due December 30, 2024; $750,000 due December 30, 2025)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Cash	$	2,061,265
Accounts receivable		1,582,635
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,669	)

Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

The following unaudited pro forma statements of operations present the Company’s pro forma results of operations after giving effect to the purchase of CardCash based on the historical financial statements of the Company and CardCash. The unaudited pro forma statements of operations for the three months ended March 31, 2023 give effect to the transaction as if it had occurred on January 1, 2023.

	Three Months Ended March 31, 2023
	(Proforma, unaudited)

Sales	$	24,973,439
Net loss	$	(1,413,627	)
Net loss per share	$	(0.10	)

F-12

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

Schedule Property and Equipment, Net

	March 31, 2024			December 31, 2023
	(Successor)
Website development costs	$	2,758,282		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		2,788,128			2,563,312
Accumulated depreciation		(378,737	)		-
Property and equipment, net	$	2,409,391		$	2,563,312

The Company accounts for capitalized software and website development costs to develop software programs to be used solely to meet the Company’s internal needs in accordance with ASC 350-40. Costs incurred during the application development stage for software programs to be used solely to meet its internal needs are capitalized. The depreciation expense on property and equipment for the three months ended March 31, 2024 and 2023 was $378,737 and $312,703, respectively.

5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

	March 31, 2024			December 31, 2023
	(Successor)
Goodwill	$	20,007,669		$	20,007,669

Intangible Assets
Customer relationships		1,700,000			1,700,000
Trade name		2,400,000			2,400,000
Developed technology		2,600,000			2,600,000
Intangible assets, gross		6,700,000			6,700,000
Accumulated amortization		(607,917	)		-
Intangible assets, net	$	6,092,083		$	6,700,000

On December 29, 2023, in relation to the acquisition of CardCash (See Note 3), the Company recorded intangible assets of $6,700,000 (provisional). During the period March 31, 2024, the Company recorded amortization expense of $607,917, leaving an ending intangible asset balance of $6,092,083 at March 31, 2024.

Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows:

Description		Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Non-competition agreement		5
Weighted Average Useful Life		5

Estimated amortization expense for the Company is as follows:


2024 (remaining)	$	1,624,083
2025		2,234,000
2026		2,234,000
Total	$	6,092,083

6. Leases

The Company determines whether a contract is, or contains, a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company leases its office and warehouse locations, and certain warehouse equipment. Leases with an initial term of 12 months or less are not included on the balance sheets.

F-13

The Company leases office facilities under noncancelable operating lease agreements. The Company had leases for office facilities in Woodbridge, New Jersey and Schaumburg, Illinois. The operating lease agreement for the Woodbridge, New Jersey location ended in April 2024, and is currently being leased on a month-to-month basis while the lease renewal is being negotiated.

The Company’s ROU asset balance was $315,183 as of December 31, 2023. During the three months ended March 31, 2024, the Company recorded a reduction of ROU assets of $65,632 related to its leases, resulting in an ROU asset balance of $249,551 as of March 31, 2024.

The Company’s lease liability balance was $337,304 as of December 31, 2023. During the three months ended March 31, 2024, the Company made payments of $65,763 against its operating lease liability, resulting in a lease liability of $271,541, of which the current portion of lease liability was $87,207, leaving a long-term lease liabilities balance of $184,334.

During the three months ended March 31, 2024 and 2023, lease costs totaled approximately $75,580 and $53,415, respectively.

As of March 31, 2024, the weighted average remaining lease terms for operating lease is 3.08 years, and the weighted average discount rate for operating lease is 10.00%.

Maturities of the Company’s operating lease liabilities are as follows as of March 31, 2024:

	Successor
	As of March 31, 2024

2024 (remaining)	$	86,134
2025		95,526
2026		99,366
2027		33,776
Total		314,802
Less: Imputed interest		(43,261	)
Total operating lease liability	$	271,541

7. Secured Revolving Line of Credit

The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was:

Schedule of Line of Credit

	March 31, 2024		December 31, 2023
	(Successor)
Line of credit	$	6,060,920	$	6,737,385

In November 2020, CardCash entered into an amended and restated promissory note for a revolving line of credit with availability of up to $10,000,000. The revolving line of credit is payable on demand, secured by the Company’s inventory, with interest based on the Wall Street Journal Prime Rate plus 3.00%, limited to a floor of 6.5%. At March 31, 2024 and December 31, 2023, the average interest rate was 12% and 12%, respectively. As of March 31, 2024, the Company was in compliance with customary debt covenants. At March 31, 2024 and December 31, 2023, this line of credit requires a deposit of $1,258,826, included in restricted cash.

F-14

8. Convertible Debt

Convertible debt consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Convertible Debt

	March 31, 2024			December 31, 2023
	(Successor)
Incumaker-past due	$	20,000			20,000
Total principal balance		20,000			20,000
Accrued interest		20,887			20,137
Total principal and accrued interest		40,887			40,137
Less current portion		(40,887	)		(40,137	)
Non-current portion	$	-		$	-

Incumaker, Inc.

On November 5, 2018, RDE completed the acquisition of Incumaker, Inc. and assumed certain outstanding convertible notes payable. At December 31, 2023, there was one remaining assumed convertible note payable outstanding that matured July 2017, and is past due. At March 31, 2024, the principal balance of $20,000, and accrued interest of $20,887, are convertible at $1.50 per share into 27,258 shares of the Company’s common stock.

9. Notes Payable

Notes payable consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Notes Payable

	March 31, 2024			December 31, 2023
	(Successor)
CardCash acquisition notes payable	$	1,500,000		$	1,500,000
GameIQ acquisition note payable		102,199			102,199
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Total principal balance		2,266,699			2,266,699
Accrued interest		43,264			28,080
Total principal and accrued interest		2,309,963			2,294,779
Less current portion		(836,509	)		(836,509	)
Non-current portion	$	1,473,454		$	1,458,270

CardCash Acquisition Notes Payable

On December 29, 2023, the Company issued two year promissory notes totaling $1,500,000 as partial consideration for the acquisition of CardCash (see Note 3). $750,000 is payable on the December 29, 2025, bearing simple annual interest of 5%, and $750,000 is to be paid upon the earlier of (a) the completion of a firm commitment underwriting RDE’s initial public offering to allow the Company to become listed on the Nasdaq Capital Market or (b) December 29, 2024. As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $1,500,000. As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $1,500,000 and accrued interest payable of $18,750.

GameIQ Acquisition Note Payable

On February 1, 2022, RDE issued two notes payable for the purchase of GameIQ, one for $78,813 and another for $62,101. In accordance with Notes, the Company promised to pay the principal together with interest at 1% upon the earlier of (i) nine equal biannual installments with the first installment due on October 1, 2022, and the final payment due February 1, 2025 (the “Maturity Date”).

As of December 31, 2023, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $821. As of March 31, 2024, the notes payable had an aggregate principal balance outstanding of $102,199 and accrued interest payable of $1,027.

F-15

Economic Injury Disaster Loans (EIDL)

On June 17, 2020, RDE 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.

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 December 31, 2023, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $27,259. As of March 31, 2024, the note payable had a principal balance outstanding of $664,500 and accrued interest payable of $23,487.

10. 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 March 31, 2024 and 2023, 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 March 31, 2024 and December 31, 2023, the Company had 25,538,097 shares and 24,119,967 shares, respectively, of common stock issued and outstanding.

Common Stock Transactions

Issuance of Common Stock on Sale of Common Stock

During the three months ended March 31, 2024, the Company received net proceeds of approximately $2,709,000 for the sale of 1,354,500 shares of common stock at $2.00 per share, as part of a private placement.

Issuance of Restricted Stock

On March 1, 2024, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 225,000 shares of the Company’s restricted stock to other officers and employees with an aggregate fair value of $1,793,500 or $4.22 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date. During the three months ended March 31, 2024, the Company issued 141,666 of these shares of restricted stock with a fair value of $597,831 based upon its vesting term. During the three months ended March 31, 2024, the Company recognized $647,650 of expenses related to the vesting of restricted shares, leaving $1,145,850 remaining to be expensed upon vesting in future periods through March 1, 2026.

Elliot Bohm and Marc Ackerman

Effective on December 29, 2023, with the closing of the acquisition of CardCash (see Note 3), the Company entered into an Employment Agreements with Elliot Bohm and Mark Ackerman. Mr. Bohm was the President of CardCash and Mr. Ackerman was the Chief Operating Officer of CardCash prior to the acquisition by RDE and will remain in those positions following the acquisition. Bohm will also join the Board of Directors of RDE.

Under the terms of the four-year agreements, Mr. Bohm and Mr. Ackerman shall each receive an annual base salary of $375,000 and a one-time award of 1,250,000 restricted shares of RDE’s common stock with aggregate fair value of $10 million, 50% vesting immediately and 50% vesting over 4 years. During the three months ended March 31, 2024, the Company recorded $312,500 on the vesting of 78,125 shares of restricted common stock.

F-16

On March 1, 2023, the Company granted its Chief Executive Officer 200,000 shares of the Company’s restricted stock, and 100,000 shares of the Company’s restricted stock to employees with an aggregate fair value of $1,005,000 or $3.35 per share. The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date. During the six months ended June 30, 2023, the Company issued 100,000 of these shares of restricted stock with a fair value of $335,000 based upon its vesting term. During the six months ended June 30, 2023, the Company recognized $418,750 of expenses related to the vesting of restricted shares, leaving $586,250 remaining to be expensed upon vesting in future periods through March 31, 2025.

Issuance of Common Stock for Services

During the three months ended March 31, 2024, the Company issued 50,000 shares of common stock with a fair value of $217,500, or $4.35 per share, to a consultant for services rendered.

Common Stock Issuable

At December 31, 2023, 383,343 shares of common stock with an aggregate value of $383,000 have not been issued and are reflected as common stock issuable in the accompanying consolidated financial statements. During the three months ended March 31, 2024, the Company issued 12,500 shares of common stock, leaving 370,843 shares of common stock issuable in the accompanying consolidated financial statements at March 31, 2024.

Summary of Stock Options

A summary of stock options for the three months ended March 31, 2024, is as follows:

Summary of Stock Options

	Number of Options			Weighted Average Exercise Price
	(Successor)
Balance outstanding, December 31, 2023		743,116			4.43
Options granted		-			-
Options exercised		(2,834	)		3.35
Options expired or forfeited		(22,500	)		1.05
Balance outstanding, March 31, 2024		717,782		$	4.54
Balance exercisable, March 31, 2024		652,902		$	4.74

During the three months ended March 31, 2024 and 2023, the Company recognized $37,126 of compensation expense relating to vested stock options. As of March 31, 2024, the Company had no unvested compensation related to stock options.

The weighted average remaining contractual life of common stock options outstanding and exercisable at March 31, 2024 was 6.81 years. Based on a fair market value of $4.00 per share on March 31, 2024, the intrinsic value attributed to exercisable but unexercised common stock options was $656,902 at March 31, 2024.

11. Commitments and 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 proceedings 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.

12. Subsequent Events

On April 1, 2024, the Company received net proceeds of $100,000 for the sale of 50,000 shares of common stock at $2.00 per share, as part of a private placement.

On April 1, 2024, the Company, pursuant to the terms of its 2019 Stock Incentive Plan, granted options exercisable into 3,405,500 shares to be issued to its executives and employees. The 3,405,500 stock options had an exercise price of $4.01 per share, with vesting of 33% on April 1, 2024, and then 33% on each subsequent anniversary date.

The stock options are exercisable at a weighted average price of $4.01 per share with an average life to expiration of approximately three years. The total fair value of these options at grant date was approximately $13,500,000, which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: stock price of $4.01 per share, expected term of 6.00 years, volatility of 220%, dividend rate of 0%, and weighted average risk-free interest rate of 4.33%. 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.

F-17

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 10-K for the year ended December 31, 2023, 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.

Background

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.

On February 28, 2022, the Company completed the acquisition of GameIQ, a California corporation, that is a developer of consumer gamification technologies for retail businesses. The Company issued 600,000 restricted shares of its common stock with a fair value of $300,000, and promissory notes aggregating $140,914 and bearing interest at 1% per annum, to Balazs Wellisch, President and co-founder, and Quentin Blackford, Director, of GameIQ. Each note required repayment in nine equal biannual installments, with the first installment due on the nine-month anniversary of the closing. Balazs Wellisch became Chief Technology Officer of Restaurant.com, a subsidiary of the Company.

On December 29, 2023, RDE, Inc. completed the acquisition of CardCash Exchange, Inc. (“CardCash”). The acquisition was made pursuant to a plan of merger agreement dated August 18, 2023, between RDE, and Elliott Bohn, in his capacity as stockholder representative for CardCash’s stockholders. The Company acquired all of the issued and outstanding equity interests of CardCash from CardCash’s stockholders for $26,682,000, made up of 6,108,007 shares of RDE’s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000. Elliot Bohm, President of CardCash prior to the merger with RDE, remains as President of CardCash following the closing of the merger and has joined the Board of Directors of RDE as well as serving as a member of the Board of Directors of CardCash. Marc Ackerman, Chief Operating Officer of CardCash prior to the merger with RDE, continues to serve as Chief Operating Officer of CardCash following the closing of the merger.

Business Overview

We have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com.

CardCash

CardCash operates as a leading gift card exchange platform, facilitating the purchase and sale of unwanted gift cards at discounted rates for both consumers and businesses. The Company’s mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market.

CardCash’s core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases.

CardCash purchases unwanted gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards.

With advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception.

Restaurant.com

Restaurant.com is a pioneer in the restaurant deal space and the nation’s largest restaurant-focused digital deals brand. We derive our revenue from transactions in which we sell discount certificates for restaurants on behalf of third-party restaurants. 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 10,000 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.

Restaurant.com Business to Customer Division

Our B2C division accounted for 45% of gross revenue in our fiscal year ended December 31, 2023. To our database of 6.2 million customers, we sell:

● Discounted certificates for 10,000 restaurants. The certificates range from $5 to $100 and never expire.

● Discount Dining Passes, which provide discounts at 170,000 restaurants and other retailers. These passes provide multiple uses for six months.

● “Specials by Restaurant.com” which bundle Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel. Customers have favored these bundled offering (“Specials”), generating significantly greater revenue per customer when compared to purchasing our other products. The average order value for these Specials sales is nearly five times a certificate purchase. Specials generated over 5% of our past year’s B2C revenue from 60% of the B2C orders for the fiscal year ended December 31, 2023. We believe that our relationships with small businesses presents a significant revenue opportunity through such cross-promotions.

Restaurant.com Business to Business Division

Our B2B division accounted for 55% of our gross revenue in our fiscal year ended December 31, 2023. We sell certificates and Discount Dining Passes to corporations and marketers, which use them to:

● generate new customers;

● increase sales at the point of sale;

● reward points/customer loyalty;

● convert to paperless billing and auto-bill payment.

● motivate specific customer behavior such as free home repair estimates and test drives for auto dealers;

● renew subscriptions and memberships; and

● address customer service issues.

Restaurant.com Other Business

We also generate revenue through third-party offers and display ad revenue. This comprises a de minimis portion of our gross revenue.

Restaurant.com Attractive Customer Demographics

We intend to grow and leverage our customer database of 6.2 million which we believe is of value to merchants for a variety of services and products.

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

The Company has a history of reporting net losses. At March 31, 2024, the Company had cash of $5,400,821 available to fund its operations, including expansion plans, and to service its debt, and a working capital deficit of $228,112.

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 2023 and 2022. We have financed our working capital requirements through borrowings from various sources and the sale of our equity securities.

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, 2023, 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.

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.

Basis of Presentation

On August 18, 2023, RDE, Inc. (“RDE”) entered into an agreement and plan of merger to acquire CardCash Exchange Inc (“CardCash”). On December 29, 2023, the merger was completed. RDE’s operations are not considered significant compared to the operations of CardCash before the acquisition. Accordingly, for the purpose of the accompanying consolidated financial statements, periods before December 29, 2023 reflect the financial position, results of operations and cash flows of Card Cash prior to the acquisition, and is referred to as the “Predecessor”. Periods beginning after December 29, 2023 reflect the financial position, results of operations and cash flows of RDE consolidated with CardCash, and is referred to as the “Successor”. A black-line between the Successor and Predecessor periods has been placed in the consolidated financial statements and in the tables to the notes to the consolidated financial statements to highlight the lack of comparability between these periods. Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

Results of Operations - Three months ended March 31, 2024, compared to three months ended March 31, 2023

Sales

	Successor		Predecessor
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023

Net Sales	$	21,521,894	$	24,161,728

Sales for the three months ended March 31, 2024, were $21,521,894, a decrease of approximately $2,639,834, or 10.9%, as compared to $24,161,728 in the three months ended March 31, 2022. During the current year period, we focused on improving our gross margin. We assessed the quality of our purchased gift card brands, allowing us to increase the sales price to our customers, resulting in a gross margin of 15.1%, as compared to a gross margin of 12.1% in the prior year period. While our sales decreased 10.6% over the prior year period, our gross profit increased over the prior year period.

	Successor		Predecessor
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023

Cost of Sales	$	18,264,618	$	21,248,728

Cost of sales consists primarily of the cost to purchase merchant gift cards. Amortization of developed technology is excluded from cost of sales and included in amortization expense in the Statements of Operations.

Costs of sales for the three months ended March 31, 2024 increased to $18,264,618, as compared to $21,248,078 during the three months ended March 31, 2023. Our cost of sales, as a percentage of sales, were 84.5% and 87.9%, respectively. The decline in our cost of sales, and the increase in our gross margin, as compared to the prior year period, is discussed above.

Operating Expenses

	Successor		Predecessor
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023

Selling, General and Administrative Expenses	$	5,214,041	$	2,802,828
Amortization of capitalized software costs		378,737		312,703
Amortization of intangible assets		607,917		312,703

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 $5,214,041 for the three months ended March 31, 2024, as compared to $2,802,828 for the three months ended March 31, 2023, an increase of $2,411,213. The increase was from the recording of $37,126 of stock-based compensation expense during the three months ended March 31, 2024, and approximately $202,000 of legal and professional fees related to our recent acquisition. Both of these current year expenses did not occur in the prior year period. The remaining change in selling, general and administrative expenses was from general changes in our business and operations.

Amortization of capitalized software costs. Amortization expenses are primarily attributable to the Company’s capitalized software development costs. Amortization expenses were $378,737 for the three months ended March 31, 2024, as compared to $312,703 during the three months ended March 31, 2023.

Amortization of intangible assets. Amortization expenses are primarily attributable to the Company’s amortization of intangible assets with finite lives. Amortization expenses were $607,917 for the three months ended March 31, 2024, as compared to $75,000 during the three months ended March 31, 2023.

Loss from Operations

	Successor		Predecessor
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023

Loss from Operations	$	2,943,419	$	276,881

For the three months ended March 31, 2024, we incurred a loss from operations of $2,943,419, as compared to a loss from operations of $276,881 for the three months ended March 31, 2023. The increase in loss from operations was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, and amortization expense, as discussed above.

Other Income (Expenses)

	Successor			Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

Other Income (Expenses)	$	(247,301	)	$	(181,894	)

We had other expenses of $247,301 for the three months ended March 31, 2024, as compared to other expenses of $181,894 for the three months ended March 31, 2023. Other expenses consist solely of interest expenses.

Net Loss

	Successor		Predecessor
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023

Net Loss	$	3,190,720	$	400,378

We realized a net loss of $3,190,720 for the three months ended March 31, 2024, as compared to a net loss of $430,378 for the three months ended March 31, 2023. The increase in net loss was due to our increased gross profit offset by increased stock-based compensation expense, operating costs, amortization expense, and interest expense, as discussed above.

Modified EBITDA

In addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, and fair value of common stock issued for services.

Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of net loss to Modified EBITDA for the three months ended March 31, 2024 and 2023 (unaudited):

	Successor			Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023
Net loss	$	(3,190,270	)	$	(430,378	)

Modified EBITDA adjustments:
Income taxes		-			(28,397	)
Interest expense		247,301			181,894
Amortization of intangible assets		607,917			75,000
Amortization of capitalized software costs		378,737			312,703
Stock option and other noncash compensation		1,081,376			-
Fair value of common stock issued for services		217,500			-
Total EBITDA adjustments	$	2,532,831		$	541,200

Modified EBITDA	$	(657,439	)	$	110,822

We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:

	●	Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

	●	Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

	●	Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

	●	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements.

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, 2023 and 2022 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.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

Stock-Based Compensation

Acquisitions and Business Combinations

Recent Accounting Pronouncements

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

Liquidity and Capital Resources

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning our ability to continue as a going concern.

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 experienced operating losses and negative operating cash flows during 2023 and 2022. We have financed our working capital requirements through borrowings from various sources and the sale of equity securities.

We have a history of reporting net losses. At March 31, 2024, we had cash of $5,400,821 available to fund our operations, including expansion plans, and to service our debt, and a working capital deficit of $228,112. We anticipate our cash balance will last until at least March 2025. As a result, we have concluded that there is substantial doubt about the Company’s ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our 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 our ability to secure additional funds, there can be no assurances that we 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 amount and type of financing available to us in the future.

If we are unable to obtain the cash resources necessary to satisfy our ongoing cash requirements, we could be required to scale back its business activities or to discontinue its operations entirely.

Our consolidated statements of cash flows as discussed herein are presented below.

	Successor			Predecessor
	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

Net cash provided by (used in) operating activities	$	(6,636	)	$	803,483
Net cash used in investing activities		(224,815	)		(38,449	)
Net cash provided by (used in) financing activities		1,532,535			(494,351	)
Net increase in cash and cash equivalents		1,301,084			270,683

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 three months ended March 31, 2024 was approximately $6,636 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, fair value of vested stock options, and the fair value of common stock issued to executives, employees, and advisors, and routine changes in working capital and other activities.

Cash provided by operating activities for the three months ended March 31, 2023 was approximately $803,483 and consisted of our net loss, adjusted for non-cash items, including amortization of intangible assets, goodwill impairment, fair value of vested stock options, and the fair value of common stock issued to executives, and routine changes in working capital and other activities.

Investing Activities

Cash used for investing activities for the three months ended March 31, 2024 was $224,815, which was for capital expenditures.

Cash used for investing activities for the three months ended March 31, 2023, was $38,449, which was for capital expenditures.

Financing Activities

Cash provided by financing activities for the three months ended March 31, 2024 was $1,532,535, which was from proceeds of $2,709,000 on the private sale of common stock, less partial repayment of our line of credit balance of $676,465, and payment of $500,000 on our acquisition obligation.

Cash used in financing activities for the three months ended March 31, 2023 was $494,351, which was from net repayment of our line of credit facility of $494,351.

Secured Revolving Line of Credit

The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was:

		March 31, 2024				December 31, 2023
Line of credit		$	6,060,920			$	6,737,385

Convertible Debt

Notes Payable

CardCash Acquisition Notes Payable

GameIQ Acquisition Note Payable

Economic Injury Disaster Loans (EIDL)

Off-Balance Sheet Arrangements

None.

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024. As of March 31, 2024, management’s assessment identified the following material weaknesses in the Company’s internal control over financial reporting:

We continue to have a material weakness in our internal control over financial reporting as disclosed in the December 31, 2023, Annual Report on Form 10-K, in that we had inadequate segregation of duties consistent with control objectives. Specifically, certain personnel have the ability to both (i) create and post journal entries within our general ledger system and (ii) prepare and review account reconciliations; and (ii) we did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our consolidated financial statements. Specifically, we did not design and maintain effective program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately.

Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Remediation Plan

Management has been actively engaged in developing and implementing remediation plans to address material weaknesses described above. These remediation efforts are ongoing and include or are expected to include designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties, and designing and implementing IT general controls, including controls over the review and update of user access rights and privileges and program change management controls.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended March 31, 2024, 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.

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.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

Exhibit No.		Description

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)

** 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.+ Management contract or compensatory plan or arrangement.

† Filed herewith.

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: May 15, 2024	By:	/s/ Ketan Thakker
		Ketan Thakker
		President, Chief Executive Officer and Principal Financial Officer

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: May 15, 2024

/s/ Ketan Thakker

Ketan Thakker

Chief Executive Officer

(Principal Executive Officer)

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: May 15, 2024		/s/ Ketan Thakker
		Ketan Thakker
		Principal Financial and Accounting Officer

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 March 31, 2024 (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:

May 15, 2024

/s/ Ketan Thakker

Ketan Thakker

President and Chief Executive Officer

(Principal 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.

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 March 31, 2024 (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:

May 15, 2024

/s/ Ketan Thakker

Ketan Thakker

Chief Financial Officer

(Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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	1100 Woodfield Road
Entity Address, Address Line Two	Suite 510
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
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		25,588,097

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents (includes restricted cash of $1,258,826 at March 31, 2024 and December 31, 2023)	$ 5,400,821	$ 4,099,737
Accounts receivable	1,111,371	1,681,165
Inventories	3,474,205	4,152,273
Prepaid expenses and other current assets	304,291	177,119
Total current assets	10,290,688	10,110,294
Property and equipment, net	2,409,391	2,563,312
Operating lease right of use asset, net	249,551	315,183
Deposits	65,556	65,556
Intangible assets, net - provisional	6,092,083	6,700,000
Goodwill - provisional	20,007,669	20,007,669
Total assets	39,114,938	39,762,014
Current liabilities:
Accounts payable	1,844,024	2,218,285
Accrued expenses	1,481,075	1,175,934
Deferred revenue	168,178	336,996
Secured revolving line of credit	6,060,920	6,737,385
Convertible promissory notes, current portion	40,887	40,137
Notes payable, current portion	836,509	836,509
Acquisition obligation		500,000
Operating lease liability, current portion	87,207	134,475
Total current liabilities	10,518,800	11,979,721
Notes payable, net of current portion	1,473,454	1,458,270
Deferred taxes	1,800,000	1,800,000
Operating lease liability, net of current portion	184,334	202,829
Total liabilities	13,976,588	15,440,820
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
Common stock, $0.001 par value, 750,000,000 shares authorized; 25,538,097 and 24,119,967 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	25,532	24,114
Additional paid-in-capital	97,395,202	93,376,244
Common stock issuable, 370,843 and 383,343 shares, respectively	370,843	383,343
Accumulated deficit	(72,653,227)	(69,462,507)
Total stockholders’ equity	25,138,350	24,321,194
Total liabilities and stockholders’ equity	$ 39,114,938	$ 39,762,014

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Restricted cash	$ 1,258,826	$ 1,258,826
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	25,538,097	24,119,967
Common stock, shares outstanding	25,538,097	24,119,967
Common stock issuable, shares	370,843	383,343

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor
Net Sales	$ 21,521,894	$ 24,161,728
Cost of sales	18,264,618	21,248,078
Gross profit	3,257,276	2,913,650
Operating Expenses
Selling, general and administrative expenses	5,214,041	2,802,828
Amortization of capitalized software costs	378,737	312,703
Amortization of intangible assets	607,917	75,000
Total operating expenses	6,200,695	3,190,531
Loss from operations	(2,943,419)	(276,881)
Other income (expense):
Interest expense	(247,301)	(181,894)
Net loss before income taxes	(3,190,720)	(458,775)
Income taxes		28,397
Net loss	$ (3,190,720)	$ (430,378)
Net loss per share - basic	$ (0.13)	$ (0.03)
Net loss per share - diluted	$ (0.13)	$ (0.03)
Weighted average common shares outstanding - basic	25,004,222	13,774,292
Weighted average common shares outstanding - diluted	25,004,222	13,774,292

Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)	Successor [Member] Common Stock [Member]	Successor [Member] Common Stock Issuable [Member]	Successor [Member] Additional Paid-in Capital [Member]	Successor [Member] Retained Earnings [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022					$ 2,900	$ 4,934,052	$ (30,335,139)	$ (25,398,187)
Balance, shares at Dec. 31, 2022					29,035,625
Net loss							(430,378)	(430,378)
Balance at Mar. 31, 2023					$ 2,900	$ 4,934,052	$ (30,765,517)	(25,828,565)
Balance, shares at Mar. 31, 2023					29,035,625
Balance at Dec. 31, 2023	$ 24,114	$ 383,343	$ 93,376,244	$ (69,462,507)				24,321,194
Balance, shares at Dec. 31, 2023	24,119,967	383,343
Fair value of vested options			37,126					37,126
Fair value of vested restricted stock units			1,044,250					1,044,250
Issuance of common stock for services	$ 50		217,450					217,500
Issuance of common stock for services, shares	50,000
Common shares issued on cashless exercise of stock options	$ 1		(1)
Common shares issued on cashless exercise of stock options, shares	1,130							2,834
Common shares issued	$ 13	$ (12,500)	12,487
Common shares issued, shares	12,500	(12,500)						12,500
Issuance of common stock for cash	$ 1,354		2,707,646					$ 2,709,000
Issuance of common stock for cash, shares	1,354,500
Net loss				(3,190,720)				(3,190,720)
Balance at Mar. 31, 2024	$ 25,532	$ 370,843	$ 97,395,202	$ (72,653,227)				$ 25,138,350
Balance, shares at Mar. 31, 2024	25,538,097	370,843

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Cash Flows [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,190,720)	$ (430,378)
Adjustments to reconcile net loss to net cash provided by operating activities
Fair value of vested stock options	37,126
Fair value of vested restricted common stock	1,044,250
Fair value of common stock issued for services	217,500
Depreciation expense	378,737	312,703
Amortization of intangible assets	607,917	75,000
Accrued interest	15,934
Changes in operating assets and liabilities:
Accounts receivable	569,794	710,612
Inventories	678,068	1,018,410
Prepaid expenses and other current assets	(127,172)	(246,978)
Right of use assets	65,632	46,872
Accounts payable	(374,262)	(615,492)
Accrued expenses	305,141	91,490
Deferred revenue	(168,818)	(4,124)
Operating lease liability	(65,763)	(154,631)
Net cash provided by (used in) operating activities	(6,636)	803,484
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalized website development costs	(224,815)	(38,449)
Net cash provided by investing activities	(224,815)	(38,449)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit	26,070,274	25,822,527
Repayment of line of credit	(26,746,739)	(26,316,878)
Repayment of acquisition obligation	(500,000)
Proceeds from sale of common stock	2,709,000
Net cash provided by (used in) financing activities	1,532,535	(494,351)
Net increase in cash and cash equivalents	1,301,084	270,683
Cash and cash equivalents beginning of period	4,099,737	2,040,680
Cash and cash equivalents end of period	5,400,821	2,311,363
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid
Taxes paid

Basis of Presentation

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

Collectively, RDE (Successor) and CardCash (Predecessor) are referred to as the “Company”.

Going Concern

Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Use of Estimates

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

Other

Sale of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended March 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

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

Successor:
Three Months Ended March 31, 2024
Business to consumer (B2C)	$	21,070,007	$	117,026	$	8,793	$	15,436	$	21,211,262
Business to business (B2B)		-		310,632		-		-		310,632
Other		-		-		-		-		-
Total	$	21,070,007	$	427,658	$	8,793	$	15,436	$	21,521,894

Predecessor:
Three Months Ended March 31, 2023
Business to consumer (B2C)	$	24,161,728	$	-	$	-	$	-	$	24,161,728
Business to business (B2B)		-		-		-		-		-
Other		-		-		-		-		-
Total	$	24,161,728	$	-	$	-	$	-	$	24,161,728

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

Business Combinations

Intangible Assets

Goodwill

Long-Lived Assets

Leases

Advertising

Stock-Based Compensation

Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses.

Earnings (Loss) Per Share

	Successor		Predecessor
	March 31, 2024		March 31, 2023

Convertible notes payable		27,258		-
Common stock issuable		370,843		-
Series B convertible preferred stock		-		1,526,882
Common stock options		717,782		-
Total		1,115,883		1,526,882

Fair Value of Financial Instruments

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

Segment Information

Concentration of Credit Risk

No significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended March 31, 2024 and 2023.

The Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced a loss on this account.

Recent Accounting Pronouncements

Acquisition of Card Cash

3 Months Ended

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisition of Card Cash

3. Acquisition of Card Cash

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable ($750,000 due December 30, 2024; $750,000 due December 30, 2025)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Cash	$	2,061,265
Accounts receivable		1,582,635
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,669	)

Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

	Three Months Ended March 31, 2023
	(Proforma, unaudited)

Sales	$	24,973,439
Net loss	$	(1,413,627	)
Net loss per share	$	(0.10	)

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

Schedule Property and Equipment, Net

	March 31, 2024			December 31, 2023
	(Successor)
Website development costs	$	2,758,282		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		2,788,128			2,563,312
Accumulated depreciation		(378,737	)		-
Property and equipment, net	$	2,409,391		$	2,563,312

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

5. Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

	March 31, 2024			December 31, 2023
	(Successor)
Goodwill	$	20,007,669		$	20,007,669

Intangible Assets
Customer relationships		1,700,000			1,700,000
Trade name		2,400,000			2,400,000
Developed technology		2,600,000			2,600,000
Intangible assets, gross		6,700,000			6,700,000
Accumulated amortization		(607,917	)		-
Intangible assets, net	$	6,092,083		$	6,700,000

Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows:

Description		Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Non-competition agreement		5
Weighted Average Useful Life		5

Estimated amortization expense for the Company is as follows:


2024 (remaining)	$	1,624,083
2025		2,234,000
2026		2,234,000
Total	$	6,092,083

Leases

3 Months Ended

Mar. 31, 2024

Leases

Leases

6. Leases

During the three months ended March 31, 2024 and 2023, lease costs totaled approximately $75,580 and $53,415, respectively.

As of March 31, 2024, the weighted average remaining lease terms for operating lease is 3.08 years, and the weighted average discount rate for operating lease is 10.00%.

Maturities of the Company’s operating lease liabilities are as follows as of March 31, 2024:

	Successor
	As of March 31, 2024

2024 (remaining)	$	86,134
2025		95,526
2026		99,366
2027		33,776
Total		314,802
Less: Imputed interest		(43,261	)
Total operating lease liability	$	271,541

Secured Revolving Line of Credit

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Secured Revolving Line of Credit

7. Secured Revolving Line of Credit

The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was:

Schedule of Line of Credit

	March 31, 2024		December 31, 2023
	(Successor)
Line of credit	$	6,060,920	$	6,737,385

Convertible Debt

3 Months Ended

Mar. 31, 2024

Convertible Debt

Convertible Debt

8. Convertible Debt

Convertible debt consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Convertible Debt

	March 31, 2024			December 31, 2023
	(Successor)
Incumaker-past due	$	20,000			20,000
Total principal balance		20,000			20,000
Accrued interest		20,887			20,137
Total principal and accrued interest		40,887			40,137
Less current portion		(40,887	)		(40,137	)
Non-current portion	$	-		$	-

Incumaker, Inc.

Notes Payable

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

9. Notes Payable

Notes payable consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Notes Payable

	March 31, 2024			December 31, 2023
	(Successor)
CardCash acquisition notes payable	$	1,500,000		$	1,500,000
GameIQ acquisition note payable		102,199			102,199
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Total principal balance		2,266,699			2,266,699
Accrued interest		43,264			28,080
Total principal and accrued interest		2,309,963			2,294,779
Less current portion		(836,509	)		(836,509	)
Non-current portion	$	1,473,454		$	1,458,270

CardCash Acquisition Notes Payable

GameIQ Acquisition Note Payable

Economic Injury Disaster Loans (EIDL)

Stockholder’s Deficit

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholder’s Deficit

10. Stockholder’s Deficit

Preferred Stock

Common Stock

Common Stock Transactions

Issuance of Common Stock on Sale of Common Stock

Issuance of Restricted Stock

Elliot Bohm and Marc Ackerman

Issuance of Common Stock for Services

During the three months ended March 31, 2024, the Company issued 50,000 shares of common stock with a fair value of $217,500, or $4.35 per share, to a consultant for services rendered.

Common Stock Issuable

Summary of Stock Options

A summary of stock options for the three months ended March 31, 2024, is as follows:

Summary of Stock Options

	Number of Options			Weighted Average Exercise Price
	(Successor)
Balance outstanding, December 31, 2023		743,116			4.43
Options granted		-			-
Options exercised		(2,834	)		3.35
Options expired or forfeited		(22,500	)		1.05
Balance outstanding, March 31, 2024		717,782		$	4.54
Balance exercisable, March 31, 2024		652,902		$	4.74

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

On April 1, 2024, the Company received net proceeds of $100,000 for the sale of 50,000 shares of common stock at $2.00 per share, as part of a private placement.

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers.

Other

Sale of promotional gift cards, sale of travel, vacation and merchandise, and advertising revenues

In the following table, revenue is disaggregated by our divisions and type of revenue for the three months ended March 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

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

Successor:
Three Months Ended March 31, 2024
Business to consumer (B2C)	$	21,070,007	$	117,026	$	8,793	$	15,436	$	21,211,262
Business to business (B2B)		-		310,632		-		-		310,632
Other		-		-		-		-		-
Total	$	21,070,007	$	427,658	$	8,793	$	15,436	$	21,521,894

Predecessor:
Three Months Ended March 31, 2023
Business to consumer (B2C)	$	24,161,728	$	-	$	-	$	-	$	24,161,728
Business to business (B2B)		-		-		-		-		-
Other		-		-		-		-		-
Total	$	24,161,728	$	-	$	-	$	-	$	24,161,728

Cost of Sales

Cost of Sales

Cost of sales consists primarily of the cost to purchase merchant gift cards, and transaction fees and costs.

Business Combinations

Business Combinations

Intangible Assets

Intangible Assets

Goodwill

Goodwill

Long-Lived Assets

Long-Lived Assets

Leases

Leases

Advertising

Advertising

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation expense recognized and recorded as part of selling, general and administrative expenses.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

	Successor		Predecessor
	March 31, 2024		March 31, 2023

Convertible notes payable		27,258		-
Common stock issuable		370,843		-
Series B convertible preferred stock		-		1,526,882
Common stock options		717,782		-
Total		1,115,883		1,526,882

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

Segment Information

Segment Information

Concentration of Credit Risk

Concentration of Credit Risk

No significant customers comprised more than 10% of accounts receivable or revenue as of and for the period ended March 31, 2024 and 2023.

The Company maintains a balance at financial institutions, which at times exceed the federally insured limit. The Company has not experienced a loss on this account.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and 2023:

Schedule of Disaggregation of Revenue

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

Successor:
Three Months Ended March 31, 2024
Business to consumer (B2C)	$	21,070,007	$	117,026	$	8,793	$	15,436	$	21,211,262
Business to business (B2B)		-		310,632		-		-		310,632
Other		-		-		-		-		-
Total	$	21,070,007	$	427,658	$	8,793	$	15,436	$	21,521,894

Predecessor:
Three Months Ended March 31, 2023
Business to consumer (B2C)	$	24,161,728	$	-	$	-	$	-	$	24,161,728
Business to business (B2B)		-		-		-		-		-
Other		-		-		-		-		-
Total	$	24,161,728	$	-	$	-	$	-	$	24,161,728

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

	Successor		Predecessor
	March 31, 2024		March 31, 2023

Convertible notes payable		27,258		-
Common stock issuable		370,843		-
Series B convertible preferred stock		-		1,526,882
Common stock options		717,782		-
Total		1,115,883		1,526,882

Acquisition of Card Cash (Tables)

3 Months Ended

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

	Fair Value

Fair value of consideration:
Cash	$	750,000
Notes payable ($750,000 due December 30, 2024; $750,000 due December 30, 2025)		1,500,000
Common stock (6,108,007 shares of common stock at $4.00 per share)		24,432,000
Total purchase price	$	26,682,000

Allocation of the consideration to the fair value of assets acquired and liabilities assumed:
Cash	$	2,061,265
Accounts receivable		1,582,635
Inventories		4,152,273
Prepaids, deposits, and other		220,385
Property and equipment, net		2,563,312
Accounts payable and accrued liabilities		(2,068,154	)
Line of credit		(6,737,385	)
Deferred tax liability		(1,800,000	)
Net tangible assets		(25,669	)

Intangible assets:
Developed technology		2,600,000
Trade name		2,400,000
Customer relationships		1,700,000
Net identifiable intangible assets		6,700,000
Goodwill		20,007,669
Fair value of net asset acquired	$	26,682,000

Schedule of Pro Forma Statements of Operations

	Three Months Ended March 31, 2023
	(Proforma, unaudited)

Sales	$	24,973,439
Net loss	$	(1,413,627	)
Net loss per share	$	(0.10	)

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule Property and Equipment, Net

Property and equipment, net consisted of the following:

Schedule Property and Equipment, Net

	March 31, 2024			December 31, 2023
	(Successor)
Website development costs	$	2,758,282		$	2,533,466
Leasehold improvements		29,846			29,846
Property and equipment, gross		2,788,128			2,563,312
Accumulated depreciation		(378,737	)		-
Property and equipment, net	$	2,409,391		$	2,563,312

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets

Goodwill and intangible assets consist of the following:

	March 31, 2024			December 31, 2023
	(Successor)
Goodwill	$	20,007,669		$	20,007,669

Intangible Assets
Customer relationships		1,700,000			1,700,000
Trade name		2,400,000			2,400,000
Developed technology		2,600,000			2,600,000
Intangible assets, gross		6,700,000			6,700,000
Accumulated amortization		(607,917	)		-
Intangible assets, net	$	6,092,083		$	6,700,000

Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives

Identifiable intangibles are amortized over their estimated remaining useful lives, which are as follows:

Description		Weighted Average Useful Life (in years)
Customer relationships		3
Trademarks, trade names and service marks		3
Developed technology		3
Non-competition agreement		5
Weighted Average Useful Life		5

Schedule of Estimated Amortization Expense

Estimated amortization expense for the Company is as follows:


2024 (remaining)	$	1,624,083
2025		2,234,000
2026		2,234,000
Total	$	6,092,083

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases

Schedule of Maturities of Operating Lease Liabilities

Maturities of the Company’s operating lease liabilities are as follows as of March 31, 2024:

	Successor
	As of March 31, 2024

2024 (remaining)	$	86,134
2025		95,526
2026		99,366
2027		33,776
Total		314,802
Less: Imputed interest		(43,261	)
Total operating lease liability	$	271,541

Secured Revolving Line of Credit (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Line of Credit

The outstanding line of credit balance at March 31, 2024 and December 31, 2023 was:

Schedule of Line of Credit

	March 31, 2024		December 31, 2023
	(Successor)
Line of credit	$	6,060,920	$	6,737,385

Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2024

Convertible Debt

Schedule of Convertible Debt

Convertible debt consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Convertible Debt

	March 31, 2024			December 31, 2023
	(Successor)
Incumaker-past due	$	20,000			20,000
Total principal balance		20,000			20,000
Accrued interest		20,887			20,137
Total principal and accrued interest		40,887			40,137
Less current portion		(40,887	)		(40,137	)
Non-current portion	$	-		$	-

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consists of the following at March 31, 2024 and December 31, 2023:

Schedule of Notes Payable

	March 31, 2024			December 31, 2023
	(Successor)
CardCash acquisition notes payable	$	1,500,000		$	1,500,000
GameIQ acquisition note payable		102,199			102,199
Economic Injury Disaster Loans (EIDL) note payable		664,500			664,500
Total principal balance		2,266,699			2,266,699
Accrued interest		43,264			28,080
Total principal and accrued interest		2,309,963			2,294,779
Less current portion		(836,509	)		(836,509	)
Non-current portion	$	1,473,454		$	1,458,270

Stockholder’s Deficit (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Summary of Stock Options

A summary of stock options for the three months ended March 31, 2024, is as follows:

Summary of Stock Options

	Number of Options			Weighted Average Exercise Price
	(Successor)
Balance outstanding, December 31, 2023		743,116			4.43
Options granted		-			-
Options exercised		(2,834	)		3.35
Options expired or forfeited		(22,500	)		1.05
Balance outstanding, March 31, 2024		717,782		$	4.54
Balance exercisable, March 31, 2024		652,902		$	4.74

Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Information [Line Items]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Revenue	$ 21,521,894	$ 24,161,728
Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	21,211,262	24,161,728
Business to Business [Member]
Product Information [Line Items]
Revenue	310,632
Other [Member]
Product Information [Line Items]
Revenue
Gift Cards [Member]
Product Information [Line Items]
Revenue	21,070,007	24,161,728
Gift Cards [Member] \| Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	21,070,007	24,161,728
Gift Cards [Member] \| Business to Business [Member]
Product Information [Line Items]
Revenue
Gift Cards [Member] \| Other [Member]
Product Information [Line Items]
Revenue
Restaurant Coupons [Member]
Product Information [Line Items]
Revenue	427,658
Restaurant Coupons [Member] \| Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	117,026
Restaurant Coupons [Member] \| Business to Business [Member]
Product Information [Line Items]
Revenue	310,632
Restaurant Coupons [Member] \| Other [Member]
Product Information [Line Items]
Revenue
Sale of Travel, Vacation and Merchandise [Member]
Product Information [Line Items]
Revenue	8,793
Sale of Travel, Vacation and Merchandise [Member] \| Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	8,793
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	15,436
Advertising [Member] \| Sales Channel, Directly to Consumer [Member]
Product Information [Line Items]
Revenue	15,436
Advertising [Member] \| Business to Business [Member]
Product Information [Line Items]
Revenue
Advertising [Member] \| Other [Member]
Product Information [Line Items]
Revenue

Schedule of Anti- dilutive Securities Excluded from Computation of Earning Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Anti-dilutive securities	1,115,883	1,526,882
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	27,258
Common Stock Issuable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	370,843
Series B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities		1,526,882
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	717,782

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 29, 2023
Product Information [Line Items]
Finite lived intangible asset useful life	3 years
Goodwill - provisional	$ 20,007,669		$ 20,007,669
Impairment of long-lived assets	0
Advertising expense	$ 261,042	$ 243,777
Customer Concentration Risk [Member] \| No Customers [Member] \| Revenue Benchmark [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%	10.00%
Customer Concentration Risk [Member] \| No Customers [Member] \| Accounts Receivable [Member]
Product Information [Line Items]
Concentration risk, percentage	10.00%	10.00%
Card Cash Exchange Inc [Member]
Product Information [Line Items]
Goodwill - provisional	$ 20,007,669			$ 20,007,669

Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)	Dec. 29, 2023	Mar. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 20,007,669	$ 20,007,669
Card Cash Exchange Inc [Member]
Business Acquisition [Line Items]
Cash	$ 750,000
Notes payable	1,500,000
Common stock	24,432,000
Total purchase price	26,682,000
Cash	2,061,265
Accounts receivable	1,582,635
Inventories	4,152,273
Prepaids and other	220,385
Property and equipment, net	2,563,312
Accounts payable and accrued liabilities	(2,068,154)
Line of credit	(6,737,385)
Deferred tax liability	(1,800,000)
Net tangible assets	(25,669)
Net identifiable intangible assets	6,700,000
Goodwill	20,007,669	$ 20,007,669
Fair value of net asset acquired	26,682,000
Card Cash Exchange Inc [Member] \| Developed Technology Rights [Member]
Business Acquisition [Line Items]
Net identifiable intangible assets	2,600,000
Card Cash Exchange Inc [Member] \| Trade Names [Member]
Business Acquisition [Line Items]
Net identifiable intangible assets	2,400,000
Card Cash Exchange Inc [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Net identifiable intangible assets	$ 1,700,000

Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) - Card Cash Exchange Inc [Member]	Dec. 29, 2023 USD ($) $ / shares shares
Business Acquisition [Line Items]
Notes payable	$ 1,500,000
Number of stock issued \| shares	6,108,007
Share price per share \| $ / shares	$ 4.00
Due December 30, 2025 [Member]
Business Acquisition [Line Items]
Notes payable	$ 750,000
Due December 30, 2024 [Member]
Business Acquisition [Line Items]
Notes payable	$ 750,000

Schedule of Pro Forma Statements of Operations (Details) - Card Cash Exchange Inc [Member]	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares
Business Acquisition [Line Items]
Sales \| $	$ 24,973,439
Net loss \| $	$ (1,413,627)
Net loss per share, basic \| $ / shares	$ (0.10)
Net loss per share, diluted \| $ / shares	$ (0.10)

Acquisition of Card Cash (Details Narrative) - Card Cash Exchange Inc [Member]	Dec. 29, 2023 USD ($) shares
Business Acquisition [Line Items]
Purchase price	$ 26,682,000
Shares issued \| shares	6,108,007
Fair value of common stock	$ 24,682,000
Notes payable	1,500,000
Payments of consideration in cash	$ 750,000

Schedule Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,788,128	$ 2,563,312
Accumulated depreciation	(378,737)
Property and equipment, net	2,409,391	2,563,312
Website Development Costs [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,758,282	2,533,466
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 29,846	$ 29,846

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 378,737	$ 312,703

Schedule of Goodwill and Intangible Assets (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Goodwill	$ 20,007,669		$ 20,007,669
Intangible assets, gross	6,700,000		6,700,000
Accumulated amortization	(607,917)
Intangible assets, net	6,092,083		6,700,000
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	1,700,000		1,700,000
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	2,400,000		2,400,000
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,600,000		$ 2,600,000

Schedule of Identifiable Intangibles Assets Estimated Remaining Useful Lives (Details)	Mar. 31, 2024
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	3 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	3 years
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	3 years
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	3 years
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	5 years

Schedule of Estimated Amortization Expense (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining)	$ 1,624,083
2025	2,234,000
2026	2,234,000
Intangible assets, net	$ 6,092,083	$ 6,700,000

Goodwill and Intangible Assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 29, 2023
Restructuring Cost and Reserve [Line Items]
Intangible asset balance	$ 6,092,083		$ 6,700,000
Amortization expense	$ 607,917	$ 75,000
Card Cash Exchange Inc [Member]
Restructuring Cost and Reserve [Line Items]
Intangible asset balance				$ 6,700,000

Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Leases
Financial Designation, Predecessor and Successor	Successor	Predecessor
2024 (remaining)	$ 86,134
2025	95,526
2026	99,366
2027	33,776
Total	314,802
Less: Imputed interest	(43,261)
Total operating lease liability	$ 271,541		$ 337,304

Leases (Details Narrative) - USD ($)	3 Months Ended
Leases (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Leases
Operating lease right of use asset	$ 249,551		$ 315,183
Reduction of right of use assets	65,632	$ 46,872
Operating lease liability	271,541		337,304
Payments to operating lease liability	65,763	154,631
Current portion of lease liability	87,207		134,475
Long-term lease liabilities	184,334		$ 202,829
Lease cost	$ 75,580	$ 53,415
Weighted average remaining lease term (in years)	3 years 29 days
Weighted average discount rate	10.00%

Schedule of Line of Credit (Details) - USD ($)	3 Months Ended
Schedule of Line of Credit (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Debt Disclosure [Abstract]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Line of credit	$ 6,060,920		$ 6,737,385

Secured Revolving Line of Credit (Details Narrative) - USD ($)	1 Months Ended
	Nov. 30, 2020	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Line of credit	$ 10,000,000
Line of credit facility, prime rate	3.00%
Line of credit facility, floor interest rate	6.50%
Line of credit facility, average interest rate		12.00%	12.00%
Restricted cash		$ 1,258,826	$ 1,258,826

Schedule of Convertible Debt (Details) - USD ($)	3 Months Ended
Schedule of Convertible Debt (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Less current portion	$ (40,887)		$ (40,137)
Convertible Debt [Member]
Short-Term Debt [Line Items]
Total principal balance	20,000		20,000
Accrued interest	20,887		20,137
Total principal and accrued interest	40,887		40,137
Less current portion	(40,887)		(40,137)
Non-current portion
Convertible Debt [Member] \| Incumaker Inc [Member]
Short-Term Debt [Line Items]
Total principal balance	20,000		$ 20,000
Accrued interest	$ 20,887

Convertible Debt (Details Narrative) - Convertible Debt [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal balance	$ 20,000	$ 20,000
Accrued interest	20,887	20,137
Incumaker Inc [Member]
Short-Term Debt [Line Items]
Principal balance	20,000	$ 20,000
Accrued interest	$ 20,887
Debt, conversion price	$ 1.50
Debt conversion, shares issuable	27,258

Schedule of Notes Payable (Details) - USD ($)	3 Months Ended
Schedule of Notes Payable (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Non-current portion	$ 1,473,454		$ 1,458,270
Card Cash Exchange Inc [Member]
Short-Term Debt [Line Items]
Accrued interest	18,750
Total principal and accrued interest	1,500,000		1,500,000
GameIQ Acquisition Corp., Inc [Member]
Short-Term Debt [Line Items]
Accrued interest	1,027		821
Total principal and accrued interest	102,199		102,199
Economic Injury Disaster Loans Notes Payable [Member]
Short-Term Debt [Line Items]
Total principal balance	664,500		664,500
Notes Payable [Member]
Short-Term Debt [Line Items]
Total principal balance	2,266,699		2,266,699
Accrued interest	43,264		28,080
Total principal and accrued interest	2,309,963		2,294,779
Less current portion	(836,509)		(836,509)
Non-current portion	1,473,454		1,458,270
Notes Payable [Member] \| Card Cash Exchange Inc [Member]
Short-Term Debt [Line Items]
Total principal balance	1,500,000		1,500,000
Notes Payable [Member] \| GameIQ Acquisition Corp., Inc [Member]
Short-Term Debt [Line Items]
Total principal balance	$ 102,199		$ 102,199

Notes Payable (Details Narrative) - USD ($)	Dec. 29, 2023	Feb. 01, 2022	Jul. 14, 2021	Jul. 21, 2020	Jun. 17, 2020	Mar. 31, 2024	Dec. 31, 2023	Jan. 31, 2022
Economic Injury Disaster Loans [Member]
Short-Term Debt [Line Items]
Notes payable outstanding						$ 664,500	$ 664,500
Debt instrument interest rate				3.75%
Accrued interest						23,487	27,259
Debt principal and interest periodic payment				$ 3,500
Debt instrument term				30 years
Economic Injury Disaster Loans [Member] \| SBA [Member]
Short-Term Debt [Line Items]
Proceeds from loans			$ 350,000	$ 150,000	$ 150,000
Notes Payable [Member]
Short-Term Debt [Line Items]
Notes payable outstanding						2,309,963	2,294,779
Accrued interest						43,264	28,080
Card Cash Exchange Inc [Member]
Short-Term Debt [Line Items]
Notes payable	$ 1,500,000
Notes payable outstanding						1,500,000	1,500,000
Accrued interest						18,750
Card Cash Exchange Inc [Member] \| Due December 30, 2025 [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate	5.00%
Card Cash Exchange Inc [Member] \| Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable outstanding	$ 750,000
Maturity date	Dec. 29, 2025
Card Cash Exchange Inc [Member] \| Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable outstanding	$ 750,000
Maturity date	Dec. 29, 2024
GameIQ Acquisition Corp., Inc [Member]
Short-Term Debt [Line Items]
Notes payable outstanding						102,199	102,199
Accrued interest						$ 1,027	$ 821
GameIQ Acquisition Corp., Inc [Member] \| Economic Injury Disaster Loans [Member]
Short-Term Debt [Line Items]
Accrued interest								$ 900
Debt instrument face amount								$ 14,500
GameIQ Acquisition Corp., Inc [Member] \| Notes Payable Two [Member]
Short-Term Debt [Line Items]
Notes payable		$ 62,101
GameIQ Acquisition Corp., Inc [Member] \| Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable		$ 78,813
GameIQ Acquisition Corp., Inc [Member] \| Notes Payable [Member]
Short-Term Debt [Line Items]
Maturity date		Feb. 01, 2025
Debt instrument interest rate		1.00%

Summary of Stock Options (Details) - $ / shares	3 Months Ended
Summary of Stock Options (Details) - $ / shares	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Financial Designation, Predecessor and Successor	Successor	Predecessor
Number of Options. Balance outstanding, beginning	743,116
Weighted Average Exercise Price, Balance outstanding	$ 4.43
Number of Options, granted
Weighted Average Exercise Price, Options granted
Number of Options, exercised	(2,834)
Weighted Average Exercise Price, Options exercised	$ 3.35
Number of Options expired or forfeited	(22,500)
Weighted Average Exercise Price, Options expired or forfeited	$ 1.05
Number of Options. Balance outstanding, ending	717,782
Weighted Average Exercise Price, Balance outstanding	$ 4.54
Number of Options. Balance exercisable	652,902
Weighted Average Exercise Price, Balance exercisable	$ 4.74

Stockholder’s Deficit (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
Stockholder’s Deficit (Details Narrative) - USD ($)	Mar. 01, 2024	Dec. 29, 2023	Mar. 01, 2023	Mar. 31, 2024	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Preferred stock, shares authorized				10,000,000			10,000,000
Preferred stock, par value				$ 0.001			$ 0.001
Preferred stock, shares issued				0			0
Preferred stock, shares outstanding				0			0
Common stock, shares authorized				750,000,000			750,000,000
Common stock, par value				$ 0.001			$ 0.001
Common stock, shares issued				25,538,097			24,119,967
Common stock, shares outstanding				25,538,097			24,119,967
Proceeds from sale of common stock				$ 2,709,000
Fair value of shares issued for services				$ 217,500
Common stock issuable, shares				370,843			383,343
Common stock issuable, value							$ 383,000
Common stock issued, shares				12,500
Consultants [Member]
Subsidiary, Sale of Stock [Line Items]
Share issued price per share				$ 4.35
Number of shares issued for services				50,000
Fair value of shares issued for services				$ 217,500
Restricted Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares				141,666		100,000
Number of shares issued, value	$ 1,793,500		$ 1,005,000	$ 597,831		$ 335,000
Share issued price per share	$ 4.22		$ 3.35
Issuance of restricted stock, shares	The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date		The restricted stock grant vest 33% on the grant date, and 33% on each subsequent anniversary date
Unvested compensation				647,650		418,750
Unvested compensation				$ 1,145,850		$ 586,250
Unvested compensation				Mar. 01, 2026		Mar. 31, 2025
Restricted Stock [Member] \| Employment Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of restricted stock vested, value				$ 312,500
Number of restricted stock vested, shares				78,125
Restricted Stock [Member] \| Chief Executive Officer [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares	200,000		200,000
Restricted Stock [Member] \| Other Officers and Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares	225,000
Restricted Stock [Member] \| Elliot Bohm [Member] \| Employment Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares		1,250,000
Number of shares issued, value		$ 10,000,000
Issuance of restricted stock, shares		50% vesting immediately and 50% vesting over 4 years
Annual salary		$ 375,000
Restricted Stock [Member] \| Marc Ackerman [Member] \| Employment Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares		1,250,000
Number of shares issued, value		$ 10,000,000
Issuance of restricted stock, shares		50% vesting immediately and 50% vesting over 4 years
Annual salary		$ 375,000
Restricted Stock [Member] \| Employees [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued, shares			100,000
Share-Based Payment Arrangement, Option [Member]
Subsidiary, Sale of Stock [Line Items]
Unvested compensation				$ 37,126	$ 37,126
Options outstanding, weighted average remaining contractual life				6 years 9 months 21 days
Options exercisable, weighted average remaining contractual life				6 years 9 months 21 days
Options, fair market value				$ 4.00
Options exercisable, intrinsic value				$ 656,902
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of common stock				$ 2,709,000
Number of shares sold				1,354,500
Sale of stock price per share				$ 2.00

Subsequent Events (Details Narrative) - USD ($)		3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 01, 2024	Mar. 31, 2024
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number		652,902
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 4.74
Private Placement [Member]
Subsequent Event [Line Items]
Number of shares sold		1,354,500
Sale of stock price per share		$ 2.00
Subsequent Event [Member] \| 2019 Stock Incentive Plan [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	3,405,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price	$ 4.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights	vesting of 33% on April 1, 2024, and then 33% on each subsequent anniversary date
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 4.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	3 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	$ 13,500,000
Shares Issued, Price Per Share	$ 4.01
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	6 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	220.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	4.33%
Subsequent Event [Member] \| Private Placement [Member]
Subsequent Event [Line Items]
Proceeds from sale of shares	$ 100,000
Number of shares sold	50,000
Sale of stock price per share	$ 2.00

Rde (QB) (USOTC:RSTN)
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Rde (QB) (USOTC:RSTN)
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