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Organization and Nature of Operations
 12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations

Note 1 - Organization and Nature of Operations

 

Organization and Nature of Operations

 

SurgePays, Inc. (“SurgePays,” “SP,” “we,” “our” or “the Company”), and its operating subsidiaries, is a technology-driven company building a next generation supply chain software platform that can offer wholesale goods and services more cost efficiently than traditional and existing wholesale distribution models.

 

The Company and its subsidiaries are organized as follows:

 

Company Name (Active)   Incorporation Date   State of Incorporation   Segment
SurgePays, Inc.   August 18, 2006   Nevada   Corporate Parent
Surge Blockchain, LLC   January 29, 2009   Nevada   Other Corporate Overhead
ECS Prepaid, LLC   June 9, 2009   Missouri   Comprehensive Platform Services
LogicsIQ, Inc.   October 2, 2018   Nevada   Other Corporate Overhead
Torch Wireless   January 29, 2019   Wyoming   Mobile Virtual Network Operators
SurgePays Fintech, Inc.   August 22, 2019   Nevada   Comprehensive Platform Services
SurgePhone Wireless, LLC   August 29, 2019   Nevada   Mobile Virtual Network Operators
Injury Survey, LLC   July 28, 2020   Nevada   Other Corporate Overhead

 

All of the following entities have nominal operations.

 

Company Name (Inactive)  Incorporation Date  State of Incorporation
Electronic Check Services, Inc.  May 19, 1999  Missouri
Central States Legal Services, Inc.  August 1, 2003  Missouri
KSIX, LLC  September 14, 2011  Nevada
DigitizeIQ, LLC  July 23, 2014  Illinois
KSIX Media, Inc.  November 5, 2014  Nevada
Surge Payments, LLC  December 17, 2018  Nevada

 

See discussion below regarding the discontinuation of the Company’s lead generation segment.

 

 

Discontinued Operations – LogicsIQ Segment

 

Management’s Decision

 

Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessment of its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), who had been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with the Company’s long-term strategic objectives.

 

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company assessed whether the abandonment met the criteria for classification as a discontinued operation. ASU 2014-08 provides that a discontinued operation must represent a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. The Company determined that this threshold was not met for the following reasons:

 

  ● Revenue and Asset Impact: The lead generation segment contributed 0% of total consolidated revenue and less than 1% of total assets, making it an immaterial component of the Company’s overall business. The exit does not result in a significant change to revenue streams, total assets, or capital allocation.
  ● Lack of Operational Significance: The segment was not integral to the Company’s primary business strategy and had been operating with minimal investment in technology, personnel, and infrastructure.
  ● No Industry or Geographic Exit: The Company is not exiting a major product line, customer segment, or geographical region. All other segments remain unaffected by this decision, and the Company continues to operate in its primary markets with no material shift in business focus.
  ● Strategic Realignment Rather Than Transformation: The abandonment reflects a refinement of operational priorities rather than a fundamental transformation of the Company’s core business model. The Company continues to focus on its core service offerings, which contribute the majority of revenue and drive long-term growth.

 

Based on these factors, the Company has concluded that the abandonment does not constitute a strategic shift that has or will have a major effect on its financial results or operations. As a result, the segment will not be presented as a discontinued operation in the financial statements.

 

 

Segment Reporting (ASC 280) Considerations

 

Under ASC 280, Segment Reporting, the lead generation segment was historically identified as a reportable segment, as the CODM regularly reviewed its financial performance separately from other segments. However, given its diminished financial impact and lack of long-term strategic significance, the Company has concluded that the segment no longer meets the quantitative or qualitative thresholds for separate segment reporting under ASC 280-10-50-1. Accordingly, financial data previously presented under the Lead Generation segment will be reclassified to “Other” in the segment disclosure included in Note 10 to the consolidated financial statements.

 

In line with the amendments introduced by ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, (adopted January 1, 2024), the Company has evaluated the impact of this change on its segment disclosures. The key considerations are as follows:

 

  ● Significant Expense Disclosures: The Company has identified that the lead generation segment did not have any significant expenses that were regularly provided to the CODM and included in the reported measure of segment profit or loss. Therefore, no additional disclosures are required under the new guidance.
  ● Other Segment Items: As the lead generation segment is being reclassified to “Other,” for its segment disclosure, the Company will disclose the composition of this category, including the nature and type of activities aggregated therein, as required by the updated standard.
  ● Interim Reporting: The Company will ensure that all annual disclosures about reportable segments’ profit or loss and assets, as mandated by ASC 280 and the amendments from ASU 2023-07, are also provided in interim periods going forward.

 

Accounting and Financial Statement Impact

 

Since the lead generation segment is being abandoned rather than sold, it does not qualify as held for sale under ASC 360-10-45-9. The Company does not expect to recognize any material exit costs, impairment losses, or restructuring charges related to this decision. Any remaining assets and liabilities associated with the segment will be derecognized as appropriate in accordance with applicable accounting standards.

 

 

Future Business Operations

 

The lead generation segment did not have any workforce, customers, or existing contracts, and its abandonment will not result in any employee layoffs, customer transitions, or contract terminations. This decision reflects management’s focus on core business areas that offer higher growth potential and operational efficiency.

 

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”).

 

Liquidity and Management’s Plans

 

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2024, the Company had:

 

● Net loss available to common stockholders of $45,729,224; and
● Net cash used in operations was $21,310,603

 

Additionally, at December 31, 2024, the Company had:

 

● Accumulated deficit of $60,915,427
● Stockholders’ equity of $15,261,613; and
● Working capital of $11,810,847

 

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has unrestricted cash on hand of $11,790,389 at December 31, 2024.

 

The Company has historically incurred significant losses and has not, prior to 2023, demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. The Company again generated a net loss in 2024.

 

There can be no assurance that profitable operations will be achieved and could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ending December 31, 2025, and our current capital structure including equity-based instruments and our obligations and debts.

 

Effective February 7, 2024, the Affordable Connectivity Program (“ACP”) stopped accepting new applications and enrollments. The program ceased funding on June 1, 2024. See discussion below regarding revenue recognition.

 

 

The Company believes it has sufficient cash resources on hand to meet its current obligations for a period that is more than one year from the issuance date of these financial statements.

 

Management’s strategic plans include the following:

 

● Enhance market visibility and customer reach for SurgePays’ direct mobile virtual network operator (MVNO), linkup Mobile,
● Diversify Lifeline revenue streams by expanding into California and other states,
●

Sustain platform growth to bolster baseline revenue, and

● Investigate specialized marketing strategies and customer engagement initiatives through our Clearline product offering.