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Summary of Significant Accounting Policies (Policies) | 12 Months Ended
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Dec. 31, 2025
Accounting Policies [Abstract] |
Principles of Consolidation and Non-Controlling Interest | Principles of Consolidation and Non-Controlling Interest These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. For entities that are consolidated, but not 100% owned, a portion of the income or loss and corresponding equity is allocated to owners other than the Company. The aggregate of the income or loss and corresponding equity that is not owned by us is included in Non-controlling Interests in the consolidated financial statements.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method according to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed, and noncontrolling interests in an acquired entity, net of the fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions. Purchase price allocations may be preliminary, and, during the measurement period not to exceed one year from the date of acquisition, changes in assumptions and estimates that result in adjustments to the fair value of assets acquired and liabilities assumed are recorded in the period the adjustments are determined. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s earnings. The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If so, the transaction is accounted for as an asset acquisition. If not, further determination is required as to whether the Company has acquired inputs and processes that can create outputs that would meet the definition of a business. When applying the screen test, significant judgment is required to determine whether an acquisition is a business combination or an acquisition of assets.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets. The distinction between business combinations and asset acquisitions involves judgment, particularly when applying the screen test to determine the nature of the transaction. Incorrect judgments or changes in decisions in these areas could materially affect the determination of goodwill, the recognition and measurement of acquired assets and assumed liabilities, and, consequently, our financial position and results of operations. Acquisition of ClearLine Mobile, Inc and Related Impairment On January 5, 2024, the Company closed a purchase agreement and acquired ClearLine Mobile, Inc’s. (“CLMI”) related software development in exchange for $2,500,000. CLMI produces a touchscreen display, positioned by the cash register, that is integrated into the SurgePays software platform and markets SurgePays products 24/7 from a central server. SurgePays can advertise its entire suite of products and services while utilizing the POS device for transactions. Following the guidance of ASC 805, we performed the screen test to evaluate whether the acquired set is a business or a group of assets. The acquired group of assets included inputs and a substantive process that together significantly contributed to the ability to create outputs. At the time of purchase, CLMI had insignificant operations, however, the transaction was accounted for as a business combination in accordance with ASC 805-50. Payments were paid as follows:
| - | $100,000 at signing,
| - | $800,000 at closing,
| - | $800,000 90 days from closing (April 2024)
| - | $800,000 180 days from closing (July 2024)
In connection with this business combination, the Company assumed a right-of-use operating lease and corresponding lease liability of $98,638 with a period of two (2) years remaining (the lease expired on December 31, 2025). The acquired technology and software had a net carrying amount of $0 at the acquisition date. At the time of acquisition, CLMI had nominal revenues and historical losses from operations. As a result, and given the immaterial nature of this acquisition, the Company elected not to present pro-forma financial information.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
This transaction did not involve the purchase of a “significant amount of assets” as defined in the Instructions to Item 2.01 of Form 8-K, and the acquisition of CLMI was not deemed significant to the Company at any level under SEC Regulation S-X Rule 3-05 and did not require the presentation of additional historical audited financial statements. The table below summarizes the estimated fair values of the assets acquired and liabilities assumed as of the effective acquisition date. Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed
Consideration |  |  |
Cash |  | $ | 2,500,000 |
Fair value of consideration transferred |  |  | 2,500,000 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |
Right-of-use operating lease |  |  | 98,638 |
Total assets acquired |  |  | 98,638 |
Right-of-use operating lease |  |  | 98,638 |
Total liabilities assumed |  |  | 98,638 |
Total identifiable net assets |  |  | - |
Goodwill |  | $ | 2,500,000 |
Goodwill Impairment - ClearLine Mobile, Inc. & Torch Wireless The Company tests goodwill for impairment at the reporting unit level annually, or more frequently when events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value, in accordance with ASC 350-20, Intangibles—Goodwill and Other. At December 31, 2025, the Company performed its annual goodwill impairment assessment. Based on this analysis, the Company determined that the fair value of the CLMI reporting unit was less than its carrying amount. The CLMI reporting unit was unable to generate revenues or cash flows sufficient to sustain operations. Accordingly, the Company recognized a full goodwill impairment charge of $2,500,000, representing the entire carrying amount of goodwill attributable to CLMI. This charge is included in other expense in the accompanying consolidated statements of operations. The Company also determined that the fair value of the Torch Wireless reporting unit was less than its carrying amount, and recognized a full goodwill impairment charge of $800,000, representing the entire carrying amount of goodwill attributable to Torch Wireless. *During the year ended December 31, 2024, the Company recognized a goodwill impairment loss of $866,782 related to the LogicsIQ reporting unit, prior to its classification as a discontinued operation (see Note 1).
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
At December 31, 2025 and December 31, 2024 goodwill was as follows: Schedule of Goodwill
Balance - December 31, 2023 |  | $ | 1,666,782 |
Acquisition of CLMI |  |  | 2,500,000 |
Impairment charge - Logics IQ * |  |  | (866,782 | )
Balance - December 31, 2024 |  |  | 3,300,000 |
Impairment charge - CLMI |  |  | (2,500,000 | )
Impairment charge - Torch |  |  | (800,000 | )
Balance - December 31, 2025 |  | $ | - |
Note Receivable (Sale of Former Subsidiary) and Related Impairment | Note Receivable (Sale of Former Subsidiary) and Related Impairment On May 7, 2021, the Company disposed of its former subsidiary True Wireless, Inc. In connection with the sale, the Company received an unsecured promissory note receivable from Blue Skies Connections, LLC in the original principal amount of $176,851, bearing interest at 0.6% per annum, with a default interest rate of 10%. The note was payable in twenty-five (25) monthly installments of principal and accrued interest of $7,461, commencing June 2023. On July 12, 2023, the Company provided Notice of Default to Blue Skies Connections, LLC for failure to make required payments, and accelerated the full outstanding balance in accordance with the terms of the note. As of December 31, 2025, the Company determined that the note is uncollectible. Accordingly, the Company recognized an impairment loss of $176,851, representing the full carrying amount of the note receivable, which is included in other expenses – net, in the accompanying consolidated statements of operations. See Note 8 for additional discussion of related legal proceedings. The note was placed on non-accrual status upon default in July 2023. No interest income (including default interest at 10%) has been recognized since that date due to uncertainty of collection. The Note Receivable was as follows: Schedule of Note Receivables
December 31, 2023 |  | $ | 176,851 |
no activity |  |  | - |
December 31, 2024 |  |  | 176,851 |
Less: impairment loss |  |  | (176,851 | )
December 31, 2025 |  | $ | - |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as 3 multiple reportable segments. See Note 10 regarding segment disclosure. Revenues related to the Mobile Virtual Network Operator (SurgePhone and Torch Wireless) business segment are 100% derived from programs administered by the Federal Communications Commission (FCC), and all funds related to these programs are received directly from organizations under the direction of the FCC and subject to administrative rulings, statutory changes, and other funding restrictions that could impact the Company’s operations in this segment. Revenues related to the Point-of-Sale and Prepaid Services business segment are derived from suppling digital top-ups to a broad base of Independent Sales Organizations (ISOs), direct dealer stores, and convenience retailers, enabling us to sell domestic and international airtime and data replenishments for multiple carriers. Top ups are purchased at a wholesale rate and resold at a retail pricing, with the Company capturing margin on each transaction. Accounts receivable related to these programs made up approximately 84% and 97% of accounts receivable at December 31, 2025 and 2024, respectively.
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the years ended December 31, 2025 and 2024 include the following:
| ● | Allowance for doubtful accounts and other receivables;
| ● | Inventory reserves and classifications;
| ● | Valuation of loss contingencies;
| ● | Valuation of stock-based compensation;
| ● | Estimated useful lives related to property and equipment and intangible assets;
| ● | Capitalized internal-use software development costs;
| ● | Related impairment assessments of long-lived assets and notes receivable;
| ● | Implicit interest rate in right-of-use operating leases;
| ● | Uncertain tax positions; and
| ● | Income tax payable and the valuation allowance on deferred tax assets.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Risks and Uncertainties | Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future may experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, the following:
| ● | The cyclical nature of the industry;
| ● | General economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy; and
| ● | The volatility of prices in connection with the Company’s distribution of the product.
These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. 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. At December 31, 2024, the Company discontinued its lead generation services segment.
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements, which provides a framework for measuring fair value and requires related disclosures. Fair value is defined as 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 Company determines fair value based on its principal market or, if unavailable, the most advantageous market for the specific asset or liability.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
To classify and disclose assets and liabilities measured at fair value, the Company utilizes a three-tier fair value hierarchy, which prioritizes observable inputs over unobservable ones:
| ● | Level 1 – Quoted market prices (unadjusted) for identical assets or liabilities in active markets.
| ● | Level 2 – Inputs other than quoted prices in active markets that are observable, either directly or indirectly, for similar assets or liabilities.
| ● | Level 3 – Unobservable inputs with minimal or no market data, requiring the Company to develop its own assumptions.
Determining fair value and assigning a measurement within the hierarchy involves judgment. Level 3 valuations, in particular, require greater judgment and complexity, as they may involve various valuation methods—such as cost, market, or income approaches—applied to management estimates and assumptions. These assumptions can include price estimates, earnings projections, market factors, or the weighting of different valuation methods. The Company may also engage external advisors to assist in fair value determinations when appropriate. While management believes recorded fair values are reasonable, they may not reflect future fair values or net realizable values. The Company’s financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses (including related-party amounts), are recorded at historical cost. As of December 31, 2025 and 2024, the carrying values of these instruments approximate their fair values due to their short-term nature. Additionally, ASC 825-10, Financial Instruments, allows entities to elect the fair value option, enabling financial assets and liabilities to be measured at fair value on an instrument-by-instrument basis. This election is irrevocable unless a new election date occurs, and any unrealized gains or losses would be recognized in earnings at each reporting date. The Company has not elected to apply the fair value option to any outstanding financial instruments.
Cash and Cash Equivalents, Restricted Cash and Concentration of Credit Risk | Cash and Cash Equivalents, Restricted Cash and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2025 and 2024, respectively, the Company did not experience any losses on cash balances in excess of FDIC insured limits.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Restricted Cash At December 31, 2025, the Company had $281,811 in cash restricted under the terms of its line of credit with a third-party lender. While these funds remain under the Company’s control, they may be used to cover shortfalls related to advances under its receivables-based financing facility. At December 31, 2024, the Company had $1,000,000 held in escrow, restricted in connection with a potential acquisition. The restriction lapsed in January 2025, and the funds were subsequently released and returned to the Company’s operating cash account.
Marketable Securities - Classification and Valuation | Marketable Securities - Classification and Valuation The Company classified its marketable securities as trading, available-for-sale, or held-to-maturity. Trading securities were recorded at fair value with unrealized gains and losses included in earnings. Available-for-sale securities were recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Held-to-maturity securities were recorded at amortized cost. During the year ended December 31, 2024, the Company held marketable securities consisting of U.S. Treasury and government exchange-traded funds, which were classified as trading securities based on the Company’s intent to sell them in the near term and recorded at fair value with unrealized gains and losses included in earnings. The Company did not hold any marketable securities during the year ended December 31, 2025. Marketable securities were as follows at December 31, 2024: Schedule of Marketable Securities
|  | U.S. Treasury & Government |
|  | Exchange Traded Funds |
|  | Fixed Income |
Balance - December 31, 2023 |  | $ | - |
Purchases |  |  | 10,000,000 |
Sales |  |  | (10,173,057 | )
Realized gains |  |  | 13,613 |
Dividends, interest and other income |  |  | 169,306 |
Fees/adjustments |  |  | (9,862 | )
Balance - December 31, 2024 |  | $ | - |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Company’s accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information, and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. Bad debt expense is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. At December 31, 2025 and 2024, the allowance for doubtful accounts was $0, and no bad debt expense or recoveries were recorded during the years then ended.
Inventory | Inventory Inventory primarily consists of sim cards. Inventories are stated at the lower of cost or net realizable value using the average cost valuation method. During the year ended December 31, 2024, and in connection with the cessation of the ACP Program on June 1, 2024, the Company wrote off inventory totaling $6,382,471. At December 31, 2025 and 2024, the Company had inventory of $339,570 and $1,781,365, respectively.
Impairment of Long-lived Assets | Impairment of Long-lived Assets Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. Factors considered in determining whether a potential impairment exists include, but are not limited to:
| ● | Significant changes in performance relative to expected operating results;
| ● | Significant changes in the use of the assets;
| ● | Significant negative industry or economic trends; and
| ● | Changes in the Company’s business strategy.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds their fair value. During the year ended December 31, 2024, the Company recorded an impairment loss on long-lived assets (see below). There were no impairment losses on long-lived assets for the year ended December 31, 2025.
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets. Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairment losses for the years ended December 31, 2025 and 2024, respectively.
Internal Use Software Development Costs | Internal Use Software Development Costs The Company capitalizes certain costs associated with internally developed software related to its technology infrastructure, including personnel and related employee benefit expenses for employees directly involved in software development projects and external direct costs of materials and services. Costs that do not meet the criteria for capitalization are expensed as incurred and recorded in general and administrative expenses. Software development activities consist of three stages:
| ● | Planning stage;
| ● | Application and infrastructure development stage; and
| ● | Post-implementation stage.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Costs incurred in the planning and post-implementation stages, including training and maintenance, are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant enhancements and upgrades, are capitalized once the planning stage is complete, management has authorized further funding, and it is probable the project will be completed and perform as intended. Capitalization ends when the software is substantially complete and ready for its intended purpose. Capitalized internal-use software costs are amortized on a straight-line basis over an estimated useful life of three (3) years, commencing when the software is ready for its intended use. The Company periodically evaluates the remaining useful lives of capitalized projects and assesses whether facts and circumstances warrant a revision. The Company also evaluates capitalized projects for abandonment on a quarterly basis, which serves as a significant indicator of impairment. At December 31, 2024, the Company determined that its capitalized internal-use software development costs had no future use based upon its current and expected future operations and recorded an impairment loss of $316,594. There were no capitalized internal-use software development costs or impairment charges during the year ended December 31, 2025. The net carrying value of capitalized internal-use software was $0 at both December 31, 2025 and 2024.
Right-of-Use Assets and Lease Obligations | Right-of-Use Assets and Lease Obligations The Company accounts for leases in accordance with ASC 842, Leases. Recognition and Measurement At lease commencement, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability measured at the present value of the lease payments over the lease term. The Company evaluates ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Lease Classification All of the Company’s leases are classified as operating leases and are presented as right-of-use assets and operating lease liabilities on the consolidated balance sheets. The Company has no finance leases. Operating lease expense is recognized on a straight-line basis over the lease term and is recorded in general and administrative expenses in the accompanying consolidated statements of operations.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Short-Term Leases The Company has elected the short-term lease exemption under ASC 842 for leases with an initial term of twelve (12) months or less. These leases are not recorded on the balance sheet, and the related lease payments are expensed on a straight-line basis over the lease term. Lease Term and Renewal Options In determining the lease term, the Company evaluates whether renewal options are reasonably certain to be exercised. Factors considered include the useful life of leasehold improvements relative to the lease term, the economic performance of the business at the leased location, the comparative cost of renewal rates versus market rates, and any significant economic penalties for non-renewal. The Company’s operating leases contain renewal options but no residual value guarantees. Management does not currently expect to exercise any renewal options, which are therefore excluded from the measurement of ROU assets and lease liabilities. Discount Rate As the implicit rate in the Company’s leases is not readily determinable, the Company uses an incremental borrowing rate (“IBR”) that represents the rate it would incur to borrow on a collateralized basis over a similar term in a similar economic environment. See Note 8 for additional information regarding the Company’s operating leases.
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model:
| ● | Identify the contract with the customer;
| ● | Identify the performance obligations in the contract;
| ● | Determine the transaction price;
| ● | Allocate the transaction price to performance obligations; and
| ● | Recognize revenue when or as each performance obligation is satisfied.
All contract consideration is fixed and determinable at contract inception. The Company’s contracts do not contain variable consideration, significant financing components, or multiple performance obligations. The Company does not offer returns, refunds, or warranties, and no arrangements are cancellable.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Mobile Virtual Network Operators Torch Wireless is licensed to provide subsidized mobile broadband services through the Lifeline program to qualifying low-income customers. The Company’s performance obligation is satisfied as mobile broadband services are provided to eligible subscribers. Revenue is recognized in the month services are provided to Lifeline subscribers who remain active as of the last day of the month. At month-end, the Company determines the number of eligible active subscribers based on internal usage data and subscriber eligibility status. The Company then submits a report to the Universal Service Administrative Company (“USAC”), which administers the Lifeline reimbursement program on behalf of the federal government. Upon submission of this report, the related accounts receivable is recorded. Payment is typically received by the 28th day of the following month. Point-of-Sale and Prepaid Services Revenues are generated through the sale of telecommunication products, including mobile phones, wireless top-up refills, and other mobile-related products through the Company’s online web portal. The performance obligation is satisfied at the point of sale, at which time the web portal initiates an automated clearing house (“ACH”) transaction and revenue is recognized. The Company has determined it is the principal in these arrangements, as it takes control of the products prior to transferring them to the customer, and accordingly records revenue on a gross basis with related costs recorded as cost of revenues. Lead Generation Services LogicsIQ, Inc. was a lead generation and case management solutions company primarily serving law firms in the mass tort industry. Effective January 1, 2024, the Company ceased providing these services. Effective December 31, 2024, management elected to abandon the lead generation segment as part of a strategic reassessment of its business (see Note 1). Segment disclosure for this former operation has been combined with other corporate overhead. Contract Liabilities - Deferred Revenue Contract liabilities represent customer deposits received prior to the satisfaction of the related performance obligation. Upon completion of the performance obligation, the liability is relieved and revenue is recognized. At December 31, 2025 and 2024, deferred revenue was $0.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
The following represents the Company’s disaggregation of revenues for the years ended December 31, 2025 and 2024: Schedule of Disaggregation of Revenue from Contracts with Customers
|  | For the Years Ended December 31, |
|  | 2025 |  |  | 2024 |
Revenue |  | Revenue |  |  | % of Revenues |  |  | Revenue |  |  | % of Revenues |
Mobile Virtual Network Operators |  | $ | 13,453,149 |  |  |  | 23.62 | % |  | $ | 43,450,244 |  |  |  | 71.37 | %
Point-of-Sale and Prepaid Services |  |  | 43,509,771 |  |  |  | 76.38 | % |  |  | 17,419,088 |  |  |  | 28.61 | %
Other Corporate Overhead |  |  | - |  |  |  | 0.00 | % |  |  | 11,841 |  |  |  | 0.02 | %
Total Revenues |  | $ | 56,962,920 |  |  |  | 100.00 | % |  | $ | 60,881,173 |  |  |  | 100.00 | %
The above disaggregation of revenues includes the following entities: Mobile Virtual Network Operators (SPW and TW), Point-of-Sale and Prepaid Services (Surge Fintech and ECS); and Other Corporate Overhead (Surge Blockchain and formerly LogicsIQ and Injury Survey) 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. See Note 1. As a result, segment reporting/disaggregation of revenues for lead generation was no longer required and have now been included as a component of “other corporate overhead”.
Cost of Revenues | Cost of Revenues Cost of revenues consists of tablet purchases, purchased telecom services including data usage and access to wireless networks. Additionally, cost of revenues consists of call center costs, prepaid phone cards, commissions, and advertising costs.
Income Taxes | Income Taxes Accounting Policy The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
The Company records a valuation allowance against deferred tax assets when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Uncertain Tax Positions The Company follows the provisions of ASC 740 with respect to uncertainty in income taxes. Tax positions are recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the taxing authorities. As of December 31, 2025 and 2024, the Company had no uncertain tax positions that qualify for recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No such interest or penalties were recorded for the years ended December 31, 2025 and 2024. Valuation Allowance and Net Operating Loss Carryforwards The Company has net operating loss carryforwards that have been evaluated for applicability in offsetting current taxable income. Federal net operating loss carryforwards are limited to 80% of the current year’s net taxable income. During 2024, the Company entered a three-year cumulative loss position and remained in that position at December 31, 2025. As a result, a full valuation allowance has been recorded against all net operating loss carryforwards at December 31, 2025 and 2024. Income Tax Expense and Liability The recognition of the full valuation allowance resulted in income tax expense of $2,870,000 for the year ended December 31, 2024. No income tax expense or benefit was recorded for the year ended December 31, 2025. At December 31, 2025 and 2024, the Company had no accrued income tax liability (see Note 11).
Investment | Investment Acquisition On January 17, 2019, the Company acquired a 40% equity ownership interest in CenterCom Global, S.A. de C.V. (“CenterCom”), an operations center based in El Salvador that provided sales support, customer service, information technology infrastructure design, graphic media, database programming, software development, revenue assurance, lead generation, and call center support services.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Accounting Policy The Company accounted for its investment in CenterCom under the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures. The investment was initially recorded at cost and adjusted each period for the Company’s proportionate share of CenterCom’s net income or loss. The financial information of CenterCom used for equity-method accounting was unaudited. The Company reviewed its equity-method investment for impairment whenever events or changes in circumstances indicated that the carrying amount may not be recoverable. Equity in Earnings No equity-method gain or loss was recognized on the investment during the year ended December 31, 2024. Impairment During the year ended December 31, 2024, the Company determined that a change in ownership and a significant reduction in human capital materially impacted CenterCom’s ability to continue operations. Based on this assessment, the Company concluded that the decline in the investment’s value was other than temporary and recorded an impairment loss of $498,273 for the year ended December 31, 2024. Following the recognition of this impairment charge, the carrying value of the Company’s investment in CenterCom was $0 at December 31, 2024, reflected as follows: Schedule of Investment
Balance - December 31, 2023 |  | $ | 464,409 |
Gain on investment in CenterCom |  |  | 33,864 |
Impairment loss - CenterCom |  |  | (498,273 | )
Balance - December 31, 2024 |  | $ | - |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations. The Company recognized marketing and advertising costs during the years ended December 31, 2025 and 2024, respectively, as follows: Schedule of Marketing and Advertising Costs
For the Years Ended December 31, |
2025 |  |  | 2024 |
$ | 268,671 |  |  | $ | 109,004 |
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Compensation cost is measured at the grant-date fair value of the award and is recognized over the requisite service period (generally the vesting period) on a straight-line basis. This guidance applies to share-based payment awards granted to both employees and non-employees. Pursuant to ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, awards granted to non-employees are accounted for in substantially the same manner as awards granted to employees, with fair value determined on the grant date. Fair Value Estimation The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model. The model incorporates the following key assumptions:
| ● | Expected dividend yield - Based on the Company’s anticipated dividend policy over the expected life of the option (generally assumed to be zero, as the Company does not currently pay dividends).
| ● | Expected volatility - Based on the historical volatility of the Company.
| ● | Risk-free interest rate - Based on the yield on U.S. Treasury securities with maturities approximating the expected term of the option.
| ● | Expected term - Estimated based on historical exercise behavior, contractual terms, and the simplified method (average of contractual term and vesting period) where appropriate.
Forfeitures and Expense Classification The Company has elected the practical expedient under ASU 2016-09 to account for forfeitures as they occur rather than estimating them in advance. This election is applied consistently to all stock-based awards. Stock-based compensation expense is classified in the consolidated statements of operations as a component of general and administrative expenses. Tax Treatment The Company applies the provisions of ASU 2016-09 related to the recognition of all excess tax benefits and tax deficiencies in income tax expense in the period in which they occur and the classification of cash paid for tax withholdings on behalf of employees as financing activities in the consolidated statement of cash flows.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Stock Warrants | Stock Warrants In connection with certain financing transactions (debt or equity), consulting arrangements, or strategic partnerships, the Company may issue warrants to purchase shares of its common stock. Warrants that do not meet liability classification under ASC 480, Distinguishing Liabilities from Equity, are evaluated under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. The Company’s outstanding warrants are not puttable or mandatorily redeemable, do not require net cash settlement, and are indexed to the Company’s own common stock. Accordingly, they are classified as equity instruments in additional paid-in capital. The fair value of warrants issued for compensation purposes is measured using the Black-Scholes option pricing model. Warrants issued in conjunction with common stock issuances are initially recorded at fair value as a reduction in additional paid-in capital. Warrants issued for services are recorded at fair value and expensed over the requisite service period or immediately upon issuance if no service period exists. Warrants classified as liabilities due to settlement features or pricing adjustments are remeasured at fair value each reporting period, with changes recognized in earnings.
Basic and Diluted Earnings (Loss) per Share | Basic and Diluted Earnings (Loss) per Share Computation The Company computes basic and diluted earnings (loss) per share in accordance with ASC 260-10-45, Earnings Per Share, as amended by ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share includes the impact of potentially dilutive securities and is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding plus the weighted-average number of common stock equivalents and other potentially dilutive securities during the period. Treasury Stock Treasury shares are excluded from the denominator in computing both basic and diluted earnings (loss) per share because they are not considered outstanding.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
During the year ended December 31, 2025, the Company reacquired 333,333 shares of treasury stock for $999,999 ($3 per share) in connection with a third-party convertible debt lender arrangement (see Note 6). During the year ended December 31, 2024, the Company reacquired 362,620 shares of treasury stock for $631,967. Potentially Dilutive Securities Potentially dilutive common shares include contingently issuable shares, common stock issuable upon the exercise of stock options and warrants (calculated using the treasury stock method in accordance with ASC 260-10-55), and convertible debt instruments, if applicable. These securities may be dilutive in future periods. However, in periods in which the Company reports a net loss, diluted loss per share is equal to basic loss per share because the inclusion of potential common stock equivalents would be anti-dilutive. The following potentially dilutive equity securities were outstanding as of December 31, 2025 and 2024: Schedule of Diluted Net Income (Loss) Per Share
|  | December 31, 2025 |  |  | December 31, 2024 |
Convertible notes payable and related accrued interest |  |  | 2,647,546 |  |  |  | - |
Warrants |  |  | 730,000 |  |  |  | 96,000 |
Stock options |  |  | 2,292,944 |  |  |  | 2,220,684 |
Total common stock equivalents |  |  | 5,670,490 |  |  |  | 2,316,684 |
Warrants and stock options included as common stock equivalents represent those that are fully vested and exercisable. See Note 9. Sufficiency of Authorized Shares As of December 31, 2025 and 2024, the Company has 500,000,000 authorized shares of common stock, respectively, which is sufficient to accommodate any potential exercises of common stock equivalents.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
Treasury Stock | Treasury Stock Accounting Policy The Company accounts for treasury stock using the cost method in accordance with ASC 505-30, Equity—Treasury Stock. Under this method, treasury stock is recorded at cost on the date of repurchase and presented as a reduction in stockholders’ equity. Purchases, sales, issuances, or retirements of treasury stock do not affect the consolidated statements of operations. Reissuance of Treasury Stock When treasury shares are reissued, they are removed from treasury stock at their original cost. Any excess of the reissuance price over cost is credited to additional paid-in capital. Any deficiency is charged first to additional paid-in capital to the extent of previously recorded credits from treasury stock transactions, with any remaining deficiency charged to retained earnings. Retirement of Treasury Stock The Company periodically assesses whether to retain treasury shares or retire them. Upon retirement, the shares are removed from issued stock and a corresponding adjustment is made to retained earnings.
Related Parties | Related Parties The Company identifies and discloses related party relationships and transactions in accordance with ASC 850, “Related Party Disclosures”, and follows guidance set forth by the SEC under Regulation S-X, Rule 4-08(k) regarding related party disclosures. A party is considered related to the Company if it meets any of the following criteria:
| ● | Directly or indirectly controls, is controlled by, or is under common control with the Company.
| ● | Principal owners, including any entity or individual that holds a significant ownership interest in the Company.
| ● | Management and key personnel, including officers, directors, and executives.
| ● | Immediate family members of principal owners and key management personnel.
| ● | Entities with significant influence, where one party can exert control or influence over the management or operating policies of another party to the extent that one of the transacting parties may not be fully pursuing its own separate economic interests.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
The Company follows the SEC’s Regulation S-K, Item 404(a), which requires the disclosure of related party transactions exceeding a materiality threshold and details on the nature of the relationship, transaction terms, and amounts involved. During the years ended December 31, 2025 and 2024, respectively, the Company incurred expenses with a related party (annual rental agreement) in the normal course of business as follows: Schedule of Related Party Expenses
Related Party |  | December 31, 2025 |  |  | December 31, 2024 |
Carddawg Investments, Inc. |  |  | 166,356 |  |  |  | 166,356 | 1
Total |  | $ | 166,356 |  |  | $ | 166,356 |
1 |  | - represents an affiliate of our Chief Executive Officer (Kevin Brian Cox)
From time to time, the Company may use credit cards to pay corporate expenses, these credit cards are in the names of certain of the Company’s officers and directors. These amounts are insignificant. See Note 6 for debt transactions with our Chief Executive Officer.
Recent Accounting Standards | Recent Accounting Standards Recently Adopted Accounting Standards FASB ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU 2023-07, which enhances reportable segment disclosure requirements by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM, and extending certain annual disclosures to interim periods. It also clarifies that single-reportable-segment entities must apply ASC 280 in its entirety. This ASU was effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, with retrospective application required. The Company adopted ASU 2023-07 effective January 1, 2025. The adoption resulted in enhanced segment disclosures but did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
FASB ASU 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by standardizing and disaggregating rate reconciliation categories and requiring disclosure of income taxes paid by jurisdiction. This ASU was effective for annual periods beginning after December 15, 2024, and may be applied on a prospective or retrospective basis. The Company adopted ASU 2023-09 effective January 1, 2025. The adoption resulted in enhanced income tax disclosures but did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. FASB ASU 2025-05 – Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets In July 2025, the FASB issued ASU 2025-05, which provides a practical expedient that permits entities to assume that current economic conditions as of the balance sheet date will remain unchanged over the remaining life of current (short-term) accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The Company early adopted ASU 2025-05 effective January 1, 2025, and elected the practical expedient. The amendments were applied prospectively. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. Recently Issued Accounting Standards Not Yet Adopted FASB ASU 2024-03 / ASU 2025-01 – Income Statement (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures In November 2024, the FASB issued ASU 2024-03, which requires public business entities to disclose, in both annual and interim reporting periods, disaggregated information about certain income statement expense line items in a tabular format, along with a qualitative reconciliation to the captions on the face of the financial statements. In January 2025, the FASB issued ASU 2025-01 to clarify the effective date for non-calendar year-end entities. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied on either a prospective or retrospective basis. The Company is currently assessing the potential impact of ASU 2024-03/2025-01 on its consolidated financial statement disclosures.
SURGEPAYS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024
FASB ASU 2024-04 – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments In November 2024, the FASB issued ASU 2024-04, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. Adoption may be applied on a prospective or retrospective basis. The Company is currently evaluating the impact that ASU 2024-04 may have on its consolidated financial statement presentation and disclosures. Other Accounting Standards Updates The Company has evaluated all other recently issued accounting standards not yet effective and has determined that the adoption of such standards is not expected to have a material impact on the Company’s financial statements or disclosures.
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows.

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