NOTE 13. SUBSEQUENT EVENTS

We have evaluated all subsequent events through the date of this quarterly report on Form 10-Q to ensure that this filing includes appropriate disclosure of events both recognized in our unaudited condensed financial statements as of June 30, 2025, and events that occurred after June 30, 2025, but which were not recognized in our unaudited condensed financial statements as indicated below.

The Bellino Trust $2.0M Convertible Note

As previously reported, we issued a Convertible Promissory Note to the Joseph G. Bellino Trust Dated November 30, 2023 (the “Bellino Trust”), in the principal amount of $2,000,000 (the “Bellino Trust $2.0M Convertible Note”) on October 18, 2024, which was guaranteed personally by Bruce Cassidy, the Executive Chairman of our Board of Directors and our majority stockholder (“Mr. Cassidy”).

On June 16, 2025, in response to our failure to make a payment on June 1, 2025, we received written notice from the Bellino Trust declaring a default on our payment obligations under the Bellino Trust $2.0M Convertible Note and stating that it would proceed with the necessary actions in accelerating repayment of all principal and interest due under the Bellino Trust $2.0M Convertible Note.

In a private transaction on July 15, 2025, the Bellino Trust $2.0M Convertible Note was assigned to Mr. Cassidy with no changes to the terms. As of the date of this Report, no further action has been taken against the Company with respect to the Bellino Trust $2.0M Convertible Note.

1800 Diagonal Lending Promissory and Bridge Notes – Defaults and Debt to Equity Conversions

As previously reported, we entered into loan agreements with and issued promissory notes to 1800 Diagonal Lending, LLC (“1800 Diagonal”). On June 20, 2025, we received a notice of default and demand letter from 1800 Diagonal in response to our failure to make payments in the aggregate amount of $79,260 due on June 16, 2025. The June 20 1800 Diagonal Lender Notice called a default under all of the 1800 Diagonal notes and demand was made for immediate payment of a sum representing 150% of the remaining outstanding principal balance under each 1800 Diagonal note (150% representing the multiplier upon the occurrence of an event of default), for an aggregate principal amount of $286,326, plus accrued interest and default interest at the rate of twenty-two percent (22%) as provided in the 1800 Diagonal notes. Additionally, 1800 Diagonal has enforced its rights under the promissory notes by converting amounts owed into shares of our common stock as indicated below:

American Society of Composers, Authors and Publishers

On July 8, 2025, we received a demand letter from the American Society of Composers, Authors and Publishers (“ASCAP” and such letter, the “July 8 ASCAP Notice”) declaring the full amount owed to it under the Settlement Agreement entered into by and between us and ASCAP, effective December 6, 2024 (the “Settlement Agreement”), immediately due and payable. Pursuant to the Settlement Agreement, should we fail to cure a default on our payment obligations, ASCAP shall be entitled to accelerate any portion of the amount that remains due so that the remaining balance becomes immediately due and payable. The amount owed to ASCAP under the Settlement Agreement is $1,175,000. While we are evaluating our options regarding the July 8 ASCAP Notice, as of the date of this Report, this default has not yet been cured, and no further action has been taken against the Company with respect to the Settlement Agreement.  There can be no assurance, however, as to whether ASCAP will enforce its rights by seeking all available legal and equitable remedies available to it.

Balboa Capital

As previously reported, we entered into an equipment financing agreement with Ameris Bank dba Balboa Capital (“Balboa” and such agreement, the “Balboa Financing Agreement”) on February 27, 2024, at a collateral cost of $112,379. On July 11, 2025, we received an acceleration demand letter from Balboa (the “July 11 Balboa Notice”) for our failure to make payments when and as due. Balboa accelerated and declared immediately due and payable the entire unpaid balance of $82,427, plus the return of the equipment no later than three business days from the letter notice date. While we are evaluating our options regarding the July 11 Balboa Notice, as of the date of this Report, this default has not yet been cured; however, no further action has been taken against the Company with respect to the Balboa Financing Agreement. There can be no assurance as to whether Balboa will enforce its rights by seeking all available legal and equitable remedies available to it.

Cara Communications Corporation

On July 15, 2025, we received a formal and final demand for payment from Cara Communications Corporation (“CCC” and such demand, the “July 15 CCC Notice”) declaring the full amount owed to it under the Fee-Based License Agreement by and between us and CCC, dated January 20, 2023, as amended (the “License Agreement”), immediately due and payable within five (5) business days of the July 15 CCC Notice. The amount owed to CCC under the License Agreement is $361,800. While we are evaluating our options regarding the July 15 CCC Notice, as of the date of this Report, this default has not yet been cured; however, no further action has been taken against the Company with respect to the License Agreement.  There can be no assurance as to whether CCC will enforce its rights by seeking all available legal and equitable remedies available to it. 

Capital Foundry Revolving Line of Credit

As previously reported, we entered into a Loan and Security Agreement with Capital Foundry Funding, LLC (“Capital Foundry” and such agreement, the “Capital Foundry Loan Agreement”) for a revolving line of credit facility for the principal sum of up to $2.0 million (the “Capital Foundry Loan”), evidenced by a Promissory Note (the “Capital Foundry Note”), both effective as of February 3, 2025. Additional draws on the Capital Foundry Loan were made subsequent to June 30, 2025, as follows:

As of August 12, 2025, our current balance with Capital Foundry was $1,715,180.

Working Capital Advance by Mr. Cassidy

On July 15, 2025, Mr. Cassidy provided a working capital advance directly to the Company in the amount of $217,183.

Agile Lending

As previously reported, we entered into the following loan agreements with and issued the following promissory notes to Agile Lending, LLC:

On July 21, 2025, we received a notice of default and acceleration letter from Agile Lending (the “July 21 Agile Notice”) for our failure to make payments when and as due. Agile Lending accelerated all amounts owed in the aggregate amount of $1,000,476, which includes default interest, due and payable within seven days of the July 21 Agile Notice. While we are evaluating our options regarding the July 21 Agile Notice, as of the date of this Report, this default has not yet been cured; however, no further action has been taken against the Company with respect to the Agile Agreements.  There can be no assurance as to whether the Agile Lender will enforce its rights by seeking all available legal and equitable remedies available to it.

Alliance Funding Group

As previously reported, we entered into the following equipment financing agreements with Alliance Funding Group (“AFG”):

(together, the “AFG Agreements”).

On August 6, 2025, we received formal Notices of Acceleration from AFG (the “August 6 AFG Notices”) declaring the full remaining balance owing on the AFG Agreements immediately due and payable. AFG has demanded an aggregate amount of $268,035 to be paid within fifteen (15) days of the date of the August 6 AFG Notices. While we are evaluating our options regarding the August 6 AFG Notices, as of the date of this Report, this default has not yet been cured; however, no further action has been taken against the Company with respect to the AFG Agreements.  There can be no assurance as to whether AFG will enforce its rights by seeking all available legal and equitable remedies available to it.

National Retail Solutions, Inc. Civil Action

On August 1, 2022, we entered into an Advertising Sales Service and Content License Agreement with National Retail Solutions, Inc. (“NRS” and such agreement, the “NRS Advertising Agreement”), for the provision of certain services related to our programmatic advertising sales inventory. On June 26, 2024, we entered into a Payment Plan Agreement and Confession of Judgment dated June 26, 2024 (the “NRS Payment Plan”), pursuant to which NRS agreed to forbear its rights under the NRS Advertising Agreement in consideration of us remitting to NRS outstanding amounts due to NRS in monthly installment payments. The NRS Payment Plan contains a confession of judgment provision whereby, if any event of default occurs under the NRS Payment Plan, we authorized any attorney designated by NRS and admitted to practice before New Jersey courts to appear on our behalf in any court in New Jersey in one or any more proceedings, or before any clerk thereof or other court official, and to confess judgment against the Company in the full amount of the balance due under the NRS Payment Plan, plus attorneys’ fees, court costs and interest accrued as of the date of entry of judgment.

On August 11, 2025, we received notification that on July 28, 2025, in response to our failure to remit to NRS the amounts due under the NRS Payment Plan, NRS filed the following documents commencing a Civil Action to enforce the confession of judgment against the Company in the Superior Court of New Jersey, Law Division of Essex County:

collectively, the “Civil Action.”

In the Civil Action, NRS seeks an order for a confession of judgement against the Company and in favor of NRS for $827,825 as principal, together with post judgment interest at the statutory rate thereafter and costs of suit. According to the Summons, we have thirty-five (35) days from the date we received the Summons to file a written answer or motion and proof of service with the Superior Court of New Jersey, failing which the court may enter a judgment against us for the relief NRS demands, plus interest and costs of suit. If such a judgment is entered, there may be a seizure of money, wages or property to pay all or part of the judgment. As of the date of this Report, we are considering our options with respect to the Civil Action.