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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 Or

 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 000-53851

 (Exact
Name of Registrant as Specified in Its Charter)

 Nevada

 26-3439095

 (State
 or Other Jurisdiction of

 (I.R.S.
 Employer

 Incorporation
 or Organization)

 Identification
 No.)

 3133
West Frye Road, # 215

 Chandler,
 Arizona 85226

 (Address
of principal executive offices)

 (877) 282-7660

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12 (b) of the Act: None

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 None

 Not
 applicable

 Not
 applicable

 Securities
registered pursuant to section 12 (g) of the Act:

 Common
Stock, $.001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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 for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company"
or an "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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2023 was $ 53,322,348, calculated
at the price at which the common equity was last sold.

 As
of March 30, 2024, the registrant had 67,949,709 shares of common stock issued and outstanding.

 Documents
Incorporated by Reference

 Portions
of the Registrant's 2024 definitive information statement, if filed with the Securities and Exchange Commission within 120 days
after December 31, 2023, are incorporated by reference into Part III of this Form 10-K, or such Part III information will be provided
in an amendment filed on Form 10-K/A within 120 days after December 31, 2023.

 [FD1] Based
on historical practice, it is unlikely that an information statement will be filed within 120 days year-end, but this reserves that option.
The second part is what will likely be applicable to Mobivity.

 MOBIVITY
HOLDINGS CORP.

 ANNUAL
REPORT ON FORM 10-K

 FISCAL
YEAR ENDED December 31, 2023

 TABLE
OF CONTENTS

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Signatures

 - i -

 FORWARD-LOOKING
STATEMENTS

 This
Annual Report on Form 10-K, or Form 10-K, contains " forward-looking statements " that involve risks and uncertainties,
as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely
from those expressed or implied by such forward-looking statements. The forward-looking statements are contained principally in Item
1 —" Business, " Item 1A —" Risk Factors " and Item 7 —" Management ' s
Discussion and Analysis of Financial Condition and Results of Operations " but appear throughout the Form 10-K. Examples
of forward-looking statements include, but are not limited to our expectations, beliefs or intentions regarding our potential product
offerings, business, financial condition, results of operations, strategies or prospects and other matters that do not relate strictly
to historical facts or statements of assumptions underlying any of the foregoing. These statements are often identified by the use of
words such as " anticipate, " " believe, " " continue, " " could, "
" estimate, " " expect, " " intend, " " may, " " ongoing, "
" opportunity, " " plan, " " potential, " " predicts, " " seek, "
" should, " " will, " or " would, " and similar expressions and variations
or negatives of these words. These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions
of our management based on information currently available to management, all of which are subject to change. Such forward-looking statements
are subject to risks, uncertainties and other factors that are difficult to predict and could cause our actual results and the timing
of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are not limited to, those identified below in Item 1A – " Risk
Factors ". Furthermore, such forward-looking statements speak only as of the date of this Form 10-K. We undertake no obligation
to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements for
any reason, except as otherwise required by law.

 Part
I

 Item
1. Business

 General
Information

Holdings Corp. (the "Company" or "us", "our", or "we") is a Nevada corporation organized
in 2008, which develops and operates proprietary platforms over which brick and mortar brands and digital first enterprises can conduct
national and localized, data-driven marketing campaigns with unique targeting, incentivization and promotion to drive customer acquisition
and loyalty. The company's core technology platform, RecurrencyTM, enables:

 Transformation of messy point-of-sale
 (POS) data collected from thousands of points of sale into usable intelligence.

 Measurement, prediction, and
 ability to boost guest frequency and spend by channel.

 Deployment and management of
 one-time use offer codes and attribution of sales accurately across every channel, promotion and media program.

 Delivery of uniquely attributable
 1:1 offers that power incentivized actions in digital environments like user acquisition, continued monetization, and activities
 taken in a digital environment.

 Our
recurrency platform generates revenue in two ways. First, delivered as a Software-as-a-Service ("SaaS") platform used by
leading convenience and quick service restaurant brands to build and engage with their loyal customers. Second, through our Connected
RewardsTM business, our platform enables and powers unique incentivized programs in digital environments. Through our Connected Rewards
platform, we enable businesses to reward their users and customers with products in the real world for actions taken in a digital environment.
Our customers include some of the largest mobile casual game publishers in the world and some of the largest convenience and quick service
restaurant brands in the world. The programs we run for our customers include incentivized user acquisition where users are rewarded
with a real-world product, like a free or discounted burger, for downloading a mobile game, and rewarded play where users receive real
world products for accomplishing activities in game, like achieving a certain level or winning enough points. We charge our customers
for each unique action where our rewards are delivered, these include a per install or per individual engagement fee.

 - 1 -

 The
Recurrency Platform

 The
Recurrency platform unlocks valuable POS and mobile data to help transform customer transactions into actionable and attributable
marketing insights and power Connected Rewards interactions. Our technology analyzes transaction data to provide insights, delivers mobile
rewards and powers redemption at all potential points of sale ( i.e., mobile, in-store, in-app), and provides 100% attribution
of the transaction. In Connected Rewards applications, Recurrency is integrated into mobile gaming platforms and mobile attribution partners
to deliver the necessary data to deliver rewards for in-game actions.

 Company
Strategy

 Our
objective is to build an industry-leading mobile marketing technology product that bridges between in-person and digital environments
powering a unique and defensible alternative for digital-first businesses to engage and retain their customers by rewarding them with
real-world products and offers. The key elements to our strategy are:

 Exploit
 the competitive advantages and operating leverage of our technology platform. The core of our business is our ability to integrate
 our Recurrency platform into digital environments and deliver rewards based on activities taken in a digital environment. Because
 of our long history operating as a loyalty marketing solution we believe we have a defensible head start and ability to continue
 building products and features that will retain our competitive advantage.

 Evolve
 our sales and customer support infrastructure to uniquely meet the needs of the quickly evolving digital marketing universe. We
 have quickly evolved our organization and business to fill a gap in the digital marketing landscape. Through continued innovation
 and emphasis on automation and predictive analytics we believe we will expand our niche and create further value for our Connected
 Rewards Customers.

 Acquire complementary businesses
 and technologies. We will continue to search and identify unique opportunities which we believe will enhance our product features
 and functionality, revenue goals, and technology. We intend to target companies with some or all of the following characteristics:
 (1) an established revenue base; (2) strong and defensible technology services that further build out and differentiate our platform;
 (3) opportunities for substantial expense reductions through integration into our platform; and (4) strong sales teams. Our acquisitions
 have historically been consummated through the issuance of a combination of our common stock and cash.

 Build
 our intellectual property portfolio. We currently have nine issued patents that we believe have significant potential application
 in the technology industry. We plan to continue our investment in building a strong intellectual property portfolio.

 While
these are the key elements of our current strategy, there can be no guarantees that our strategy will not change or that our strategy
will be successful.

 - 2 -

 Recent
Developments

 Secured
Notes 2023

the year ended December 31, 2023, we issued to one of our directors, secured notes in the principal aggregate amount of $700,000, that
was rolled into the Credit Facility, which are due and payable in 24 equal payments beginning January 31, 2023 (the "2022 Secured
Notes") The 2022 Secured Notes bear interest on the unpaid balance at the rate of fifteen percent (15%) per annum. The Company
may prepay the advances and accrued interest, in whole or in part, without notice, penalty or charge. As of December 31, 2023, we have
$5,873,125 as a remaining balance of the 2022 Secured Notes and accrued interest of $812,928. A total of $391,319 of accrued interest
was settled into 362,335 shares of common stock and the Company recorded a loss on debt settlement of interest payable $10,315. A total
of $425,502 in accrued interest was accrued for the third and fourth quarter of 2023 and recorded to equity payable.

 On
November 13, 2022, the Company entered into an amended and restated credit facility agreement with Thomas B. Akin, a director of the
Company (the "A&R Credit Agreement") and a corresponding convertible note in the amount of $4,466,043 (the "Convertible
Note"). The A&R Credit Agreement amends and restates the current Credit Agreement and allows for the Company to borrow up to
$6 million in advances. The Convertible Note accrues interest monthly at 15% per annum. Principal and accrued interest payments are due
in 24 monthly installments under the Convertible Note beginning on January 31, 2023 and continuing on the last day of each of the next
23 months thereafter. The Convertible Note and all accrued interest thereon are convertible into shares of our common stock, from time
to time, at the option of the holder thereof, at a conversion price per share equal to 85% of the volume-weighted average price of our
common stock quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. over the thirty (30) trading days immediately
preceding such date (the "Conversion Price"). The Convertible Note and all accrued interest thereon will be automatically
converted into common stock at the Conversion Price on the dated that is five business days prior to the date on which the Company becomes
listed on a national securities exchange if all listing requirements have been satisfied by the Company (other than the Company satisfying
any stockholders' equity requirement to be listed on such national exchange).

 The
foregoing descriptions of the A&R Credit Agreement and Convertible Note does not purport to be complete and are qualified in its
entirety by reference to the A&R Credit Agreement and Convertible Note, which were filed with the United States Securities and
Exchange Commission (the "SEC") as Exhibit 10.1 and 10.2 respectively, to the Company's Current Report on Form 8-K
dated November 11, 2022, and Amendment No. 1 to the A&R Credit Agreement and Convertible Note filed with the SEC as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated January 31, 2023.

 Unsecured
Promissory Notes 2022

the year ended December 31, 2023, we issued to Talkot Capital LLC, unsecured notes in the principal aggregate amount of $ 271,875, which
are due and payable two years after issuance (the "2022 Unsecured Notes"). The 2022 Unsecured Notes bear interest on the
unpaid balance at the rate of fifteen percent (15%) per annum. The Company may prepay the advances and accrued interest, in whole or
in part, without notice, penalty or charge. As of December 31, 2023, we have $271,875 as a remaining balance of these 2023 Unsecured
Notes issued to Talkot Capital and accrued interest of $0. A total of $10,352 of interest was converted into 9,585 shares of common stock
and the Company recorded a loss on settlement of interest payable of $542.A total of $20,617 was accrued and recorded to equity payable.

 2023
Warrant Exercises

March 2023, 15 warrant holders exercised their common stock purchase warrant for 3,587,487 shares at the exercise price of $1.00 per
share, resulting in additional capital of $3,557,487. As an inducement for the holder's exercise of the warrants, we issued
the holders' 1,793,745 new warrants to purchase common stock at $2.00 per share over a three-year period expiring in February
2025. The Company recorded $577,000 of stock-based expense related to warrants issued during the warrant conversion offer on
February 14, 2023. The total estimated value of the warrants using the Black-Scholes Model is based on a volatility rate of 63% and
an option fair value of $0.3216.

August and September of 2023, a total of 18 warrant holders exercised their common stock purchase warrant for 1,960,976 shares at
the exercise price of $.82 per share, resulting in additional capital of $1,608,000. As an inducement for the holder's
exercise of the warrants, we issued the holders' 3,921,952 new warrants to purchase common stock at $.82 per share over a one
and three-year period expiring between August and September 2026. The Company recorded $1,146,562 of stock-based expense related to
warrants issued during the warrant conversion offer on September 6, 2023. The total estimated value of the warrants using the
Black-Scholes Model is based on an average volatility rate of 63% and 73% and an option fair value of between $0.21 and
$0.40.

 2023
Convertible Notes

the third quarter of 2023 the Company issued Convertible Notes to five related parties in the amount of $2,000,000. In addition, the
Company issued Convertible Notes to 10 shareholders in the amounts of $250,000. Principal and accrued interest payments are due in full
on three years from the date they are funded under the Convertible Note. The Convertible Note and all accrued interest thereon are convertible
into shares of our common stock, from time to time, at the option of the holder thereof, at a conversion price per share equal to the
larger of either $0.50 or of the volume-weighted average price of our common stock quoted on the OTCQB Venture Market operated
by OTC Markets Group Inc. over the thirty (30) trading days immediately preceding such date (the "Conversion Price"). For
value received the shareholders received 666,668 warrants to purchase common shares at and exercise price of $0.60 per share over a three
year period.

 Industry
Background

 Traditionally,
only sophisticated e-commerce brands, such as Amazon, were capable of personalizing and targeting their marketing to consumers as they
navigated online shopping experiences that tracked their every move, all the way to check out. But despite the scale and success of e-commerce,
it still accounts for just around 15% of all commerce conducted in the U.S. The other 85% of "offline" merchants struggle
to leverage data to combine with digital marketing channels and replicate the same personalized marketing tactics employed by successful
e-commerce operators. Particularly, merchants are challenged with connecting purchase data collected by traditional point-of-sale terminals
and mapping those transactions back to consumers to ensure that follow on marketing messages are personalized to the consumers purchase
history.

 In
a similar vein, digital first businesses like mobile casual games and streaming services have encountered a seismic shift in the way
they acquire and retain customers because of new constraints on privacy and targeting. These businesses rely on campaigns driven by data
captured from users, aggregated and compiled into datasets that allow deep targeting and segmentation of advertising campaigns. These
businesses live and die by their ability to acquire and retain users; the inability to target potential users has thrown a wrench in
these efforts.

 Marketing
spend in digital environments is in excess of $100 billion per year, yet brick and mortar businesses and digital first businesses largely
exist in different environments, their technology does not communicate and they have almost no ability to bridge between the real world
and the digital world. This limits their ability to acquire and retain customers in an already volatile marketing environment. If consumers
had the ability to earn and redeem real-world products in digital environments and vice versa, this would open the door to new marketing
opportunities and allow for continued acquisition and retention. Mobivity aims to solve this problem with our Recurrency platform and
Connected Rewards platform that bridge between digital and brick and mortar environments.

 - 3 -

 The
Mobivity Solution

 Our
Recurrency platform is designed to leverage point-of-sale data, along with cognitive computing, to increase visits, spend, and loyalty
from consumers. We do this by capturing transaction detail, analyzing the data, and motivating customers and employees
to take actions.

 Capture:
 Recall that more than 90% of our economy still functions "offline". Our Recurrency solution plays an integral part in
 bringing brick and mortar businesses into the digital future by creating an extensible point of access to their POS data. Recapture
 is a lightweight software client that can be installed in just about any POS system and immediately enables applications to operate
 off of real-time POS data. This technology allows us to run many of our connected rewards programs by allowing access to data from
 POS and enabling redemption of rewards delivered for actions taken in digital environments.

 Analyze.
 Often times marketers spend a large portion of their budget on marketing programs with little to no visibility into attributable
 sales. Our Recurrency solution allows for easy access to POS data enabling full attribution of our campaigns, along with potentially
 linking offline POS data to other forms of digital marketing such as connected rewards.

 Motivating
 Consumers. We motivate consumers and employees through our Connected Rewards solution by powering and delivering real-world rewards
 for actions taken in a digital environment.

 In
the future, we intend to develop additional platform features with the goal of driving additional value by helping digital first businesses
and brick and mortar brands acquire and engage customers in increasingly unique and valuable ways.

 Marketing
and Sales

 We
market and sell the services offered over our proprietary platform directly through our own sales force, via resellers, and in some cases
through agents.

 Direct
 Sales. Our direct sales force is predominantly comprised of a team of representatives employed by us to promote and sell our
 services both domestically and internationally.

 Resellers.
 We sell our services via wholesale pricing of licensing and transactional fees to various resellers who market and sell the Mobivity
 services under their own brand.

 Agents.
 We also engage independent agents to market and sell our services under the Mobivity brand in return for payment of a commission
 or revenue share for customers they introduce to us.

 In addition
 to our direct and indirect sales channels, we also market our services online through our website, Facebook, Twitter, Linked In, and
 other online channels. We also participate in various trade and industry events to build awareness and promote exposure to our services
 and brand.

 Our
traditional loyalty marketing services are predominantly marketed and sold in the form of a recurring software licensing fee that is
determined by desired features and the number of physical locations our customers would like to deploy the services in. For example,
a customer who exclusively utilizes our SMS/MMS feature for one location will pay a much lower recurring licensing fee than a marketer
who desires our full breadth of product features and needs to drive localized marketing campaigns across 500 locations in various cities
or locales. Our Connected Rewards services are marketed and sold on unique fee-for action contracts such as a fee for downloading an
app, or a fee for achieving a certain action in a digital app, or acquiring a loyalty member.

 - 4 -

 Research
and Development

 We
have developed an internal and external software development team with many years of experience in the mobile advertising and marketing
industries. Our research and development activities are focused on enhancements to our platform, including extending our technology into
payment processing, location-based services, application analytics, and other technical opportunities in the evolving mobile industry.

 Our
total engineering, research and development expenditures in 2023 and 2022 were $3,515,705 and $3,583,773, respectively.

 Competition

 Combining
POS data, cognitive computing, and various marketing applications is relatively new. The majority of our competitors are start-ups or
early stage growth companies helping to pioneer the technology necessary to power digital marketing in new, valuable, and attributable
channels.

 We
believe that the key competitive factors that differentiate us from our competitors include:

 Intellectual
 Property. We currently own nine patents that cover various approaches to facilitating SMS/MMS text messaging solutions and manipulating
 receipt content.

 Customers

the years ended December 31, 2023 and 2022 two customers accounted for 55% and 51% of our revenues, respectively.

 Seasonality

 Our
business, as is typical of companies in our industry, is highly seasonal. This is primarily due to traditional marketing and advertising
spending being heaviest during the holiday season, while brands, advertising agencies, mobile operators and media companies often close
out annual budgets towards the end of the calendar year. Seasonal trends have historically contributed to, and we anticipate, will continue
to contribute to fluctuations in our quarterly results, including fluctuations in sequential revenue growth rates.

 Intellectual
Property

 We
regard the protection of our developed technologies and intellectual property rights as an important element of our business operations
and crucial to our success. We rely primarily on a combination of patent laws, trademark laws, copyright laws, trade secrets, confidentiality
procedures and contractual provisions to protect our proprietary technology. We require our employees, consultants and advisors to enter
into confidentiality agreements. These agreements provide that all confidential information developed or made known to the individual
during the course of the individual's relationship with us is to be kept confidential and not disclosed to third parties except
under specific circumstances. In the case of our employees, the agreements provide that all of the technology which is conceived by the
individual during the course of employment is our exclusive property. The development of our technology and many of our processes are
dependent upon the knowledge, experience and skills of key scientific and technical personnel.

 As
of the date of this report we own nine patents. U.S. Patent numbers 7,991,388 B1 and 8,244,216 B1 were issued on
August 2, 2011 and August 14, 2012, respectively. These patents cover a geo-bio-metric personal identification number, a service
that authenticates a user from a feature phone or smart phone using a number of mobile attainable attributes: geolocation, facial
image, accelerometer (which measures the physical orientation or movement of the device itself), and text messaging. The purpose of
the geo-bio-metric PIN service is to authenticate a user while verifying the following: the user is currently using his or her other
phone; the user is at the location that their phone is at; the user is not at another location and using their phone through a
proxy; and an impostor is not using the phone. These patents will expire in May of 2031.

 - 5 -

 U.S.
Patent numbers 8,463,306 and 8,818,434 were issued on June 11, 2013 and August 26, 2014, respectively. U.S. Patent 9,307,430
 was issued on April 5, 2016. These patents cover a method and system for testing a SMS/MMS text messaging network. The method and
system allows for real-time testing of the initiation and completion of SMS/MMS text messages and any delivery delays across the major
American mobile phone carriers, and accurately measures the progress on SMS/MMS broadcasts and records when a broadcast has been completed.
These patents will expire in May 2032.

 U.S
Patent number 9,495,671 was granted on November 15, 2016. U.S. Patent 9,727,853 was issued on August 8, 2017. These patents
cover a system to generate value added messages on receipts printed by POS systems based on various rules determined by information conveyed
on the purchase receipt such as location, time of day, or other purchase data. The patent application claims priority to a patent application
filed in 2006. These patents will expire in March 2027.

 U.S.
Patent number 1 0,475,017 B2 was granted on November 12, 2019. This patent covers a POS terminal and a computer-readable storage
medium that generates transaction information for a commercial transaction, the transaction information including customer information
and purchase information. The POS terminal may generate nutritional information based on the purchase information. The POS terminal may
send the customer information, the purchase information, and location information identifying a location of the POS terminal to an advertising
server and may receive responsive advertising content from the advertising server. The POS terminal may print a receipt including the
transaction information, the nutritional information, and the advertising content. These patents will expire in March 2027.

 Our
issued and any future patents that we may issue may not survive a legal challenge to their scope, validity or enforceability, or provide
significant protection for us. The failure of our patents, or the failure of our copyright and trade secret laws to adequately protect
our technology, might make it easier for our competitors to offer similar products or technologies. In addition, patents may not issue
from any of our current or any future applications.

 As
of the date of this report, we own trademarks for Boomtext, SmartReceipt, Livelenz, and several trademarks from the Belly acquisition.

 Government
Regulation

 The
growth and development of the mobile messaging market and the market for electronic storage of personal information has resulted in a
variety of stringent consumer protection laws, many of which impose significant burdens on companies that store personal information.
Depending on the products and services that they offer, mobile data service providers may be subject to regulations and laws applicable
to providers of mobile, Internet and VOIP services, including domestic and international laws and regulations relating to user privacy
and data protection, defamation, pricing, advertising, taxation, gambling, sweepstakes, promotions, billing, real estate, consumer protection,
accessibility, content regulation, quality of services, telecommunications, mobile, television and intellectual property ownership and
infringement. We expect that the regulation of our industry generally will continue to increase and that we will be required to devote
increasing amounts of legal and other resources to address this regulation. In addition, the application of existing domestic and international
laws and regulations relating to issues such as user privacy and data protection, marketing, advertising, consumer protection and mobile
disclosures in many instances is unclear or unsettled.

 In
addition to its regulation of wireless telecommunications providers generally, the U.S. Federal Communications Commission, or FCC, has
examined, or is currently examining, how and when consumers enroll in mobile services, what types of disclosures consumers receive, what
services consumers are purchasing and how much consumers are charged. In addition, the Federal Trade Commission, or FTC, has been asked
to regulate how mobile marketers can use consumers' personal information. Consumer advocates claim that many consumers do not know
when their information is being collected from cell phones and how such information is retained, used and shared with other companies.
Consumer groups have asked the FTC to identify practices that may compromise privacy and consumer welfare; examine opt-in procedures
to ensure consumers are aware of what data is at issue and how it will be used; investigate marketing tactics that target children; and
create policies to halt abusive practices. The FTC has expressed interest, in particular, in the mobile environment and services that
collect sensitive data, such as location-based information.

 - 6 -

 The
principal laws and regulations that pertain to us and our customers in connection with their utilization of our platform, include:

 Deceptive
 Trade Practice Law in the U.S. The FTC and state attorneys general are given broad powers by legislatures to curb unfair and
 deceptive trade practices. These laws and regulations apply to mobile marketing campaigns and behavioral advertising. The general
 guideline is that all material terms and conditions of the offer must be "clearly and conspicuously" disclosed to the
 consumer prior to the buying decision. The balancing of the desire to capture a potential customer's attention, while providing
 adequate disclosure, can be challenging in the mobile context due to the lack of screen space available to provide required disclosures.

 Behavioral
 Advertising. Behavioral advertising is a technique used by online publishers and advertisers to increase the effectiveness of
 their campaigns. Behavioral advertising uses information collected from an individual's web-browsing behavior, such as the
 pages they have visited or the searches they have made, to select which advertisements to display to that individual. This data can
 be valuable for online marketers looking to personalize advertising initiatives or to provide geo-tags through mobile devices. Many
 businesses adhere to industry self-governing principles, including an opt-out regime whereby information may be collected until an
 individual indicates that he or she no longer agrees to have this information collected. The FTC and EU member states are considering
 regulations in this area, which may include implementation of a more rigorous opt-in regime. An opt-in policy would prohibit businesses
 from collecting and using information from individuals who have not voluntarily consented. Among other things, the implementation
 of an opt-in regime could require substantial technical support and negatively impact the market for our mobile advertising products
 and services. A few states have also introduced bills in recent years that would restrict behavioral advertising within the state.
 These bills would likely have the practical effect of regulating behavioral advertising nationwide because of the difficulties behind
 implementing state-specific policies or identifying the location of a particular consumer. There have also been a large number of
 class action suits filed against companies engaged in behavioral advertising.

 Behavioral
 Advertising-Privacy Regulation. Our business is affected by U.S. federal and state, as well as EU member state and foreign country,
 laws and regulations governing the collection, use, retention, sharing and security of data that we receive from and about our users.
 In recent years, regulation has focused on the collection, use, disclosure and security of information that may be used to identify
 or that actually identifies an individual, such as an Internet Protocol ("IP") address or a name. Although the mobile
 and Internet advertising privacy practices are currently largely self-regulated in the U.S., the FTC has conducted numerous discussions
 on this subject and suggested that more rigorous privacy regulation is appropriate, including regulation of non-personally identifiable
 information which could, with other information, be used to identify an individual. Within the EU, member state data protection authorities
 typically regard IP addresses as personal information, and legislation adopted recently in the EU requires consent for the placement
 of a cookie on a user device. In addition, EU data protection authorities are following with interest the FTC's discussions
 regarding behavioral advertising and may follow suit by imposing additional privacy requirements for mobile advertising practices.

 Marketing-Privacy
 Regulation. In addition, there are U.S. federal and state laws and EU member state and other country laws that govern SMS/MMS
 and telecommunications-based marketing, generally requiring senders to transmit messages (including those sent to mobile devices)
 only to recipients who have specifically consented to receiving such messages. U.S. federal, EU member state and other country laws
 also govern e-mail marketing, generally imposing an opt-out requirement for emails sent within an existing business relationship.

 SMS/MMS
 and Location-Based Marketing Best Practices and Guidelines. We voluntarily comply with the guidelines of the Mobile Marketing
 Association, or MMA, a global association of 700 agencies, advertisers, mobile device manufacturers, wireless operators and service
 providers and others interested in the potential of marketing via the mobile channel. The MMA has published a code of conduct and
 best practices guidelines for use by those involved in mobile messaging activities. The guidelines were developed by a collaboration
 of the major carriers and they require adherence to them as a condition of service. We voluntarily comply with the MMA code of conduct,
 which generally require notice and user consent for delivery of location-based services. In addition, the Cellular Telephone Industry
 Association, or CTIA, has developed Best Practices and Guidelines to promote and protect user privacy regarding location-based services.

 TCPA.
 The United States Telephone Consumer Protection Act, or TCPA, prohibits unsolicited voice and text calls to cell phones through
 the use of an automatic telephone-dialing system ("ATDS") unless the recipient has given prior consent. The statute also
 prohibits companies from initiating telephone solicitations to individuals on the national Do-Not-Call list, and restricts the hours
 when such messages may be sent. Violations of the TCPA can result in statutory damages of $500 per violation (i.e., for each individual
 text message). U.S. state laws impose additional regulations on voice and text calls. We believe that our platform does not employ
 an ATDS within the meaning of the TCPA based on case law construing that term.

 CAN-SPAM.
 The U.S. Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN SPAM Act, prohibits all commercial e-mail
 messages, as defined in the law, to mobile phones unless the device owner has given "express prior authorization." Recipients
 of such messages must also be allowed to opt-out of receiving future messages the same way they opted-in. Senders have ten business
 days to honor opt-out requests. The FCC has compiled a list of domain names used by wireless service providers to which marketers
 may not send commercial e-mail messages. Senders have 30 days from the date the domain name is posted on the FCC site to stop sending
 unauthorized commercial e-mail to addresses containing the domain name. Violators are subject to fines of up to $6.0 million and
 up to one year in jail for some spamming activities. Carriers, the FTC, the FCC, and State Attorneys General may bring lawsuits to
 enforce alleged violations of the Act.

 - 7 -

 Communications
 Privacy Acts. Foreign and U.S. federal and state laws impose liability for intercepting communications while in transit or accessing
 the contents of communications while in storage. EU member state laws also require consent for our receiving this information, and
 if our carrier customers fail to obtain such consent we could be subjected to civil or even criminal penalties.

 Security
 Breach Notification Requirements. EU member state laws require notice to the member state data protection authority of a data
 security breach involving personal data if the breach poses a risk to individuals. In addition, Germany enacted a broad requirement
 to notify individuals in the event of a data security breach that is likely to be followed by notification requirements to data subjects
 in other EU member states. In the U.S., various states have enacted data breach notification laws, which require notification of
 individuals and sometimes state regulatory bodies in the event of breaches involving certain defined categories of personal information.
 Japan and Uruguay have also enacted security breach notice requirements. This new trend suggests that breach notice statutes may
 be enacted in other jurisdictions, including by the U.S. at the federal level, as well.

 Children.
 The Children's Online Privacy Protection Act prohibit the knowing collection of personal information from children under
 the age of 13 without verifiable parental consent, and strictly regulate the transmission of requests for personal information to
 such children. Other countries do not recognize the ability of children to consent to the collection of personal information. In
 addition, it is likely that behavioral advertising regulations will impose special restrictions on use of information collected from
 minors for this purpose.

 Data
 Privacy Acts. Individual states and countries have enacted or are moving forward with privacy compliance rules based on industry
 and types of data collected, such as the California Consumer Privacy Act ("CCPA"), Nevada's Senate Bill 220 and
 the EU's General Data Protection Regulation ("GDPR"). The acts provide residents the right to know what data is
 being collected about them and have access to it, whether that information is sold and the ability to refuse that data being sold,
 as well as the ability to opt out of its collection. Penalties for non-compliance vary by state and country, for instance the maximum
 penalty of the CCPA is $7,500 for intentional violations. The largest financial impact of CCPA on a business is the provisioning
 of the right of consumers to bring forward lawsuits. These situations may arise from instances where their "non-encrypted or
 non-redacted personal information" is breached, regardless of the harm done to the data. Under the CCPA, consumers can collect
 between $100 and $750 for each event. If the damages are greater than $750, then the consumer may receive even more.

 Employees

 As
of April 12, 2024, we had 37 employees, consisting of 19 full-time in research and development, 15 full-time in sales and marketing,
and 3 full-time in general and administrative.

 Available
Information

 The
Company maintains a website at www.mobivity.com, where our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act can be found.

 Item
1A. Risk Factors.

 Risks
Relating to Our Business

 We
may need additional financing to execute our business plan and fund operations, which additional financing may not be available on reasonable
terms or at all. As of December 31, 2023, we had working capital deficit of $6,596,741.We raised $2.6 million in cash from the
exercise of warrants in February 2022 and we raised $2.1 million in Private Placement funding in 2022 In addition, we raised $3.6 million
from the exercise of warrants in the first quarter of 2023. While we believe that our additional cash from our warrant conversion along
with our expected cash flow from operations, may not be sufficient to fund our 12-month plan of operations, there can be no assurance
that we will not require significant additional capital within 12 months. Also, we expect that we may require additional capital beyond
the next 12 months unless we are able to achieve and maintain a profitable operation. In the event we require additional capital we will
endeavor to raise additional funds through various financing sources, including the sale of our equity and debt securities and the procurement
of commercial debt financing. However, there can be no guarantees that such funds will be available on commercially reasonable terms,
if at all. If such financing is not available on satisfactory terms, we may be unable to expand or continue our business as desired and
operating results may be adversely affected. Any debt financing will increase expenses and must be repaid regardless of operating results
and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage
ownership of our existing stockholders will be reduced, and our stockholders may experience additional dilution in net book value per
share.

 Our
ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in our industry,
and the fact that we are not yet profitable, which could impact the availability or cost of future financings. If the amount of capital
we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital
needs, we may be required to reduce or even cease operations.

 - 8 -

 Our
sales efforts to large enterprises require significant time and effort and could hinder our ability to expand our customer base and increase
revenue. Attracting new customers to our large enterprise division requires substantial time and expense, especially in an industry
that is so heavily dependent on personal relationships with executives. We cannot assure that we will be successful in establishing new
relationships or maintaining or advancing our current relationships. For example, it may be difficult to identify, engage and market
to customers who do not currently perform mobile marketing or advertising or are unfamiliar with our current services or platform. Further,
many of our customers typically require input from one or more internal levels of approval. As a result, during our sales effort, we
must identify multiple people involved in the purchasing decision and devote a sufficient amount of time to presenting our products and
services to those individuals. The complexity of our services often requires us to spend substantial time and effort assisting potential
customers in evaluating our products and services including providing demonstrations and benchmarking against other available technologies.
We expect that our sales process will become less burdensome as our products and services become more widely known and used. However,
if this change does not occur, we will not be able to expand our sales effort as quickly as anticipated and our sales will be adversely
affected.

 We
may not be able to enhance our platform to keep pace with technological and market developments, or to remain competitive against potential
new entrants in our markets. The market for mobile marketing and advertising services is emerging and is characterized by rapid
technological change, evolving industry standards, frequent new product introductions and short product life cycles. Our current platform
and services may not in the future be acceptable to marketers and advertisers. To keep pace with technological developments, satisfy
increasing customer requirements and achieve acceptance of our marketing and advertising campaigns, we will need to enhance our current
mobile marketing solutions and continue to develop and introduce on a timely basis new, innovative mobile marketing services offering
compatibility, enhanced features and functionality on a timely basis at competitive prices. Our inability, for technological or other
reasons, to enhance, develop, introduce and deliver compelling mobile marketing services in a timely manner, or at all, in response to
changing market conditions, technologies or customer expectations could have a material adverse effect on our operating results or could
result in our mobile marketing services platform becoming obsolete. Our ability to compete successfully will depend in large measure
on our ability to maintain a technically skilled development and engineering staff and to adapt to technological changes and advances
in the industry, including providing for the continued compatibility of our mobile marketing services platform with evolving industry
standards and protocols. In addition, as we believe the mobile marketing market is likely to grow substantially, other companies which
are larger and have significantly more capital to invest than us may emerge as competitors. For example, in August of 2019 Attentive
Mobile raised $40M in private venture financing. Similarly, in November of 2019, Punchh raised $40M in private venture funding. New entrants
could seek to gain market share by introducing new technology or reducing pricing. This may make it more difficult for us to sell our
products and services, and could result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses
or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial
condition.

 Our
services are provided on mobile communications networks that are owned and operated by third parties who we do not control and the failure
of any of these networks would adversely affect our ability to deliver our services to our customers. Our mobile marketing and
advertising platform is dependent on the reliability of mobile operators who maintain sophisticated and complex mobile networks. Such
mobile networks have historically, and particularly in recent years, been subject to both rapid growth and technological change. If the
network of a mobile operator with which we are integrated should fail, including because of new technology incompatibility, the degradation
of network performance under the strain of too many mobile consumers using it, or a general failure from natural disaster or political
or regulatory shut-down, we will not be able provide our services to our customers through such mobile network. This in turn, would impair
our reputation and business, potentially resulting in a material, adverse effect on our financial results.

 If
our platform does not scale as anticipated, our business will be harmed. We must be able to continue to scale to support potential
ongoing substantial increases in the number of users in our actual commercial environment and maintain a stable service infrastructure
and reliable service delivery for our mobile marketing and advertising campaigns. In addition, we must continue to expand our service
infrastructure to handle growth in customers and usage. If our mobile marketing services platform does not efficiently and effectively
scale to support and manage a substantial increase in the number of users while maintaining a high level of performance, the quality
of our services could decline and our business will be seriously harmed. In addition, if we are unable to secure data center space with
appropriate power, cooling and bandwidth capacity, we may not be able to efficiently and effectively scale our business to manage the
addition of new customers and overall mobile marketing campaigns.

 - 9 -

 The
success of our business depends, in part, on wireless carriers continuing to accept our customers ' messages for delivery
to their subscriber base. We depend on wireless carriers to deliver our customers' messages to their subscriber base. Wireless
carriers often impose standards of conduct or practice that significantly exceed current legal requirements and potentially classify
our messages as "spam," even where we do not agree with that conclusion. In addition, the wireless carriers use technical
and other measures to attempt to block non-compliant senders from transmitting messages to their customers; for example, wireless carriers
block short codes or Internet Protocol addresses associated with those senders. There can be no guarantee that we, or short codes registered
to us, will not be blocked or blacklisted or that we will be able to successfully remove ourselves from those lists. Although our services
typically require customers to opt-in to a campaign, minimizing the risk that our customers' messages will be characterized as
spam, blocking of this type could interfere with our ability to market products and services of our customers and communicate with end
users and could undermine the effectiveness of our customers' marketing campaigns. To date we have not experienced any material
blocking of our messages by wireless carriers, but any such blocking could have an adverse effect on our business and results of operations.

 We
depend on third party providers for a reliable Internet infrastructure and the failure of these third parties, or the Internet in general,
for any reason would significantly impair our ability to conduct our business. We outsource all of our data center facility management
to third parties who host the actual servers and provide power and security in multiple data centers in each geographic location. These
third-party facilities require uninterrupted access to the Internet. If the operation of our servers is interrupted for any reason, including
natural disaster, financial insolvency of a third-party provider, or malicious electronic intrusion into the data center, our business
would be significantly damaged. As has occurred with many Internet-based businesses, on occasion in the past, we have been subject to
"denial-of-service" attacks in which unknown individuals bombarded our computer servers with requests for data, thereby degrading
the servers' performance. While we have historically been successful in relatively quickly identifying and neutralizing these attacks,
we cannot be certain that we will be able to do so in the future. If either a third-party facility failed, or our ability to access the
Internet was interfered with because of the failure of Internet equipment in general or we become subject to malicious attacks of computer
intruders, our business and operating results will be materially adversely affected.

 Failure
to adequately manage our growth may seriously harm our business. We operate in an emerging technology market and have experienced,
and may continue to experience, significant growth in our business. If we do not effectively manage our growth, the quality of our products
and services may suffer, which could negatively affect our brand and operating results. Our growth has placed, and is expected to continue
to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure. Our future
success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among
other things:

 implement
 additional management information systems;

 develop
 additional levels of management within our company;

 locate
 additional office space in various countries; and

 maintain
 close coordination among our engineering, operations, legal, finance, sales and marketing and customer service and support organizations.

 Moreover,
as our sales increase, we may be required to concurrently deploy our services infrastructure at multiple additional locations or provide
increased levels of customization. As a result, we may lack the resources to deploy our mobile marketing services on a timely and cost-effective
basis. Failure to accomplish any of these requirements would seriously harm our ability to deliver our mobile marketing services platform
in a timely fashion, fulfill existing customer commitments or attract and retain new customers.

 The
gathering, transmission, storage and sharing or use of personal information could give rise to liabilities or additional costs of operation
as a result of governmental regulation, legal requirements, civil actions or differing views of personal privacy rights. We transmit
and store a large volume of personal information in the course of providing our services. Federal, state and international laws and regulations
govern the collection, use, retention, sharing and security of data that we receive from our customers and their users. Any failure,
or perceived failure, by us to comply with U.S. federal, state, or international privacy or consumer protection-related laws, regulations
or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, which could
potentially have an adverse effect on our business, operating results and financial condition. Additionally, we may also be contractually
liable to indemnify and hold harmless our customers from the costs or consequences of inadvertent or unauthorized disclosure of their
customers' personal data which we store or handle as part of providing our services.

 The
interpretation and application of privacy, data protection and data retention laws and regulations are currently unsettled in the U.S.
and internationally, particularly with regard to location-based services, use of customer data to target advertisements and communication
with consumers via mobile devices. Such laws may be interpreted and applied inconsistently from country to country and inconsistently
with our current data protection policies and practices. Complying with these varying international requirements could cause us to incur
substantial costs or require us to change our business practices in a manner adverse to our business, operating results or financial
condition.

 - 10 -

 As
privacy and data protection have become more sensitive issues, we may also become exposed to potential liabilities as a result of differing
views on the privacy of personal information. These and other privacy concerns, including security breaches, could adversely impact our
business, operating results and financial condition.

 In
the U.S., we have voluntarily agreed to comply with wireless carrier technological and other requirements for access to their customers'
mobile devices, and also trade association guidelines and codes of conduct addressing the provision of location-based services, delivery
of promotional content to mobile devices and tracking of users or devices for the purpose of delivering targeted advertising. We could
be adversely affected by changes to these requirements, guidelines and codes, including in ways that are inconsistent with our practices
or in conflict with the rules or guidelines in other jurisdictions.

 We
currently rely on a small concentration of customers to use our products to generate our revenues, and the loss or change in any of these
significant relationships could materially reduce our revenues. Although we believe we have a good relationship with these customers,
our contracts with these customers are short-term in nature. Should these customers choose to terminate their contracts with us or if
material events occur that are detrimental to these customers or their operations, it could have a significant negative impact on our
financial performance.

 We
currently operate in limited vertical markets. Our customers primarily operate in the quick serve restaurant ("QSR")
industry and we expanded to the convenience store market. Should this industry be impacted by economical or other unforeseen events,
it could have a significant negative impact on our financial performance.

 Risks
Related to our Common Stock

 There
has been a limited trading market for our common stock. There has been a limited trading market for our common stock on the OTCQB
Venture Market. The lack of an active market may impair the ability to sell your shares at the time you wish to sell them or at a price
that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may
also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or
technologies by using common stock as consideration.

 The
market price of our common stock may be, and is likely to continue to be, highly volatile and subject to wide fluctuations. The
market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of
factors some of which are beyond our control, including:

 dilution
 caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection
 with future acquisitions or capital financings to fund our operations and growth, to attract and retain valuable personnel and in
 connection with future strategic partnerships with other companies;

 announcements
 of new acquisitions or other business initiatives by our competitors;

 our ability
 to take advantage of new acquisitions or other business initiatives;

 quarterly
 variations in our revenues and operating expenses;

 changes
 in the valuation of similarly situated companies, both in our industry and in other industries;

 changes
 in analysts' estimates affecting us, our competitors and/or our industry;

 changes
 in the accounting methods used in or otherwise affecting our industry;

 additions
 and departures of key personnel;

 announcements
 by relevant governments pertaining to additional quota restrictions; and

 fluctuations
 in interest rates and the availability of capital in the capital markets.

 Some
of these factors are beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes
to the market price of our common stock and/or our results of operations and financial condition.

 We
do not expect to pay dividends in the foreseeable future. We do not intend to declare dividends for the foreseeable future, as
we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not
receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all.
Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the
common stock.

 - 11 -

 Our
common stock may be considered to be a " penny stock " and, as such, any market for our common
stock may be further limited by certain SEC rules applicable to penny stocks. To the extent the price of our common stock remains
below $5.00 per share or we have net tangible assets of $2,000,000 or less, our common shares will be subject to certain "penny
stock" rules promulgated by the SEC. Those rules impose certain sales practice requirements on brokers who sell penny stock to
persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000). For transactions covered by the penny stock rules, the broker must make a special suitability
determination for the purchaser and receive the purchaser's written consent to the transaction prior to the sale. Furthermore,
the penny stock rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers
with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices and
disclosure of the compensation to the brokerage firm and disclosure of the salesperson working for the brokerage firm. These rules and
regulations adversely affect the ability of brokers to sell our common shares and limit the liquidity of our securities.

 We
are a " smaller reporting company " and, as such are allowed to provide less disclosure than larger
public companies. We are currently a "smaller reporting company," meaning that we are not an investment company,
an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public
float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a "smaller
reporting company", we are able to provide simplified executive compensation disclosures in our SEC filings, are exempt from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation
report on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in
SEC filings, including, among other things, we are only required to provide two years of audited financial statements in annual reports.
Decreased disclosures in our SEC filings due to our status as a "smaller reporting company" may make it harder for investors
to analyze our results of operations and financial prospects.

 Item
1B. Unresolved Staff Comments.

 Not
Applicable.

 Item
1C. Cybersecurity.

 Over
the past year, our team has implemented, optimized, and matured our cybersecurity practices, aiming to meet all major industry benchmarks.
Our goal is to safeguard our information systems and protect the confidentiality, integrity, and availability of both our and our customers'
data. This includes measures related to cybersecurity incidents, risk management, management roles, and governance.

 1)
 Cybersecurity incidents: Our public-facing website complies with WCAG 2.2 level AA standards for accessibility. We manage various
databases, including those on Amazon and Google Clouds, each with three sets of development, testing, and production environments. Our
main data warehousing solutions is Amazon Redshift, complemented by Amazon S3 for object storage.

 a)

 To prevent
 unauthorized access, we have established a series of security gates across all production environments and instances

 b)

 Only
 two individuals have update access to production database instances, and a limited number of individuals have read-only access to
 personally identifiable information (PII) data

 c)

 In
 our cloud environments, 2-3 members of our Platform Engineering team have access to production and test instances, and logs are generated
 for any changes made

 2)
 Risk Management: We maintain multiple AWS and Google Cloud environments, each with three sets of development, testing, and production
environments. Our primary data warehousing solution is Amazon Redshift, while we use Amazon S3 Glacier for archival storage and Amazon
S3 for object storage. We also employ Amazon Sagemaker for machine learning tasks and internally host Apache Superset on the AWS platform
for data visualization.

 a)

 All environments
 are isolated using credentials and accounts

 b)

 We
 are following a plan to ensure scheduled patching, upgrades, and other maintenance occur every quarter. This includes updates for
 SQL databases and cloud instances

 c)

 We
 have the capability to search our logs for security incidents

 d)

 We
 are on schedule to monitor every public endpoint using a Web Application Firewall (WAF), ensuring that all traffic is logged with
 patterns to detect any suspicious behavior

 e)

 We
 aim to enable automatic processes to ensure no production data is changed without systematic audits

 f)

 The
 data visualization tool has login credentials with role-based access

 3)
 Management's Role: Our board of directors has ultimate oversight of cybersecurity risk. Our VP of Engineering and Platform
Engineering Manager lead cybersecurity risk assessment and management efforts, collaborating closely with the interim CEO for guidance,
strategic direction, alignment with business objectives, and environment.

 a)

 The Platform
 Engineering Manager has over 5 years of experience and holds a bachelor's degree in computer science. The VP of Digital Engineering
 brings 19 years of expertise in digital transformations across various industries, holding leadership roles at Nordstrom, Walgreens,
 T-Mobile, and Sony PlayStation, with a Master's degree in Business Administration from the University of Michigan

 b)

 We stay
 informed by utilizing online SOX and SOC II policy documents

 c)

 We have
 robust logging systems in place to monitor our systems, and our response plan includes promptly identifying the executives and parties
 affected

 4)
 Governance: Our governance includes routing all production changes through approval processes and testing in the test environment
before implementation in production.

 a)

 We adhere
 to SOX regulations to ensure proper documentation and signoffs for any production data alterations due to incorrect data entry

 b)

 In the
 event of changes, we document the reason for the update, the responsible individual, and the details of what was modified (both before
 and after). Additionally, all modifications undergo verification by at least one individual before and after the change

 c)

 The board
 holds oversight of the Company's risks related to cybersecurity risks.

 Our
business strategy, results of operations, and financial condition have not been materially affected by risks from cybersecurity threats,
but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents.

 - 12 -

 Item
2. Properties.

 We
have a current lease that was entered into starting in February of 2021 for 8,898 square feet of office space located at 3133 W. Frye
Road, Suite 215, Chandler, Arizona. Monthly rental payments, excluding common area maintenance charges, will be $25,953 to $28,733. The
first twelve months of the lease included a 50% abatement period. The office space in Chandler has been a perfect size for a growing
company, with an open concept to encourage collaboration.

 Item
3. Legal Proceedings.

 As
of the date of this report, the company has one pending legal proceeding related to the TCPA (Telephone Consumer Protection Act) Violation.
This is a putative class action complaint alleging that Defendant initiated telephone solicitations through text messages in violation
of the Florida Telephone Solicitation Act, Fla. Stat. §501.059 ("FTSA"). The defense of the matter was tendered to the
Company by its client, Sonic Industries, Inc., and our firm is managing the defense of the matter. The Company intends to seek an individual
settlement of the matter, and if one cannot be reached, the Company intends to vigorously defend the matter. The discovery process has
not begun so it is not possible at this time to calculate an accurate assessment of the Company's exposure.

 Management
believes that there is no other pending litigation of which the resolution or settlement will have a material adverse effect on the results
of operations or liquidity of the Company.

 Item
4. Mine Safety Disclosures

 Not
Applicable.

 Part
II

 Item
5. Market for Registrant ' s Common Equity, Related Stockholder Matter and Issuer Purchases of Equity Securities

 Our
common stock is quoted on the OTCQB Venture Market under the stock symbol "MFON".

 Our
common stock trades only sporadically and has experienced in the past, and is expected to experience in the future, significant price
and volume volatility.

 Quotations
reflect inter-dealer prices, without markup, markdown or commissions and may not represent actual transactions.

 Holders
of Record

 As
of April 13, 2023, there were 148 holders of record of our common stock, not including shares held in street name.

 Dividend
Policy

 We
have not paid any cash dividends since our inception and do not contemplate paying dividends in the foreseeable future. It is anticipated
that earnings, if any, will be retained for the operation of our business.

 Stock
Repurchases

 We
did not repurchase any of our common stock in 2023 or 2022.

 Item
6. [Reserved]

 - 13 -

 Item
7. Management ' s Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the related notes and other information that are included elsewhere in this Form 10-K. This discussion contains forward-looking
statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions.
Actual results and the timing of events could differ materially from those anticipated in these forward looking statements as a result
of a number of factors, including those set forth under the cautionary note regarding " Forward Looking Statements "
 contained in Item 1.A – " Risk Factors ".

 Overview

Holdings Corp. (the "Company" or "we") is in the business of developing and operating proprietary platforms through
which brands and enterprises can conduct national and localized, data-driven marketing campaigns.

 Mobivity's
Recurrency platform fills this need with a self-service SaaS offering, enabling operators to intelligently optimize their promotions,
media and marketing spend. Recurrency drives system-wide sales producing on average a 13% increase in guest spend and a 26% improvement
in frequency, ultimately delivering an average Return on Marketing Spend of 10X. In other words, for every dollar invested in marketing,
retailers using Recurrency to manage, optimize and deliver multi-channel consumer promotions generate an average of ten dollars in incremental
 revenue from their customers.

 The
Company's Recurrency platform enables multi-unit retailers to leverage the power of their own data to yield maximum customer spend,
frequency and loyalty while achieving the highest ROMS possible. Recurrency powers Connected Rewards transactions and allows us to offer
unique and attributable programs delivering real world rewards to consumers for actions taken in a digital environment.

 To
date, our Connected Rewards programs have been delivered primarily in 3 ways. First, through utilizing brands' owned loyalty channels
like text and email. In these programs, brands will send offers to their loyalty customers incentivizing them to download an app or sign
up for a digital service by rewarding them with a free or discounted product at their brand. Second, through placements in brand-owned
apps. These placements incentivize download of digital apps or services with loyalty points or discounts on products at their brand.
These programs are long term contracts and placements of an advertising unit in the brand owned app. Third, delivering free or discounted
products for actions taken in a digital environment. An example of these programs is that a user could earn a free cheeseburger or discount
on gas for achieving a certain level in a mobile casual game.

 - 14 -

 Recent
Events

 Secured
Notes 2023

the year ended December 31, 2023, we issued to one of our directors, secured notes in the principal aggregate amount of $700,000, that
was rolled into the Credit Facility, which are due and payable in 24 equal payments beginning January 31, 2023 (the "2022 Secured
Notes") The 2022 Secured Notes bear interest on the unpaid balance at the rate of fifteen percent (15%) per annum. The Company
may prepay the advances and accrued interest, in whole or in part, without notice, penalty or charge. As of December 31, 2023, we have
$5,873,125 as a remaining balance of the 2022 Secured Notes and accrued interest of $812,928. A total of $391,319 of accrued interest
was settled into 362,335 shares of common stock and the Company recorded a loss on debt settlement of interest payable $10,315. A total
of $425,502 in accrued interest was accrued for the third and fourth quarter of 2023 and recorded to equity payable.

 On
November 13, 2022, the Company entered into an amended and restated credit facility agreement with Thomas B. Akin, a director of the
Company (the "A&R Credit Agreement") and a corresponding convertible note in the amount of $4,466,043 (the "Convertible
Note"). The A&R Credit Agreement amends and restates the current Credit Agreement and allows for the Company to borrow up to
$6 million in advances. The Convertible Note accrues interest monthly at 15% per annum. Principal and accrued interest payments are due
in 24 monthly installments under the Convertible Note beginning on January 31, 2023 and continuing on the last day of each of the next
23 months thereafter. The Convertible Note and all accrued interest thereon are convertible into shares of our common stock, from time
to time, at the option of the holder thereof, at a conversion price per share equal to 85% of the volume-weighted average price of our
common stock quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. over the thirty (30) trading days immediately
preceding such date (the "Conversion Price"). The Convertible Note and all accrued interest thereon will be automatically
converted into common stock at the Conversion Price on the dated that is five business days prior to the date on which the Company becomes
listed on a national securities exchange if all listing requirements have been satisfied by the Company (other than the Company satisfying
any stockholders' equity requirement to be listed on such national exchange).

 The
foregoing descriptions of the A&R Credit Agreement and Convertible Note does not purport to be complete and are qualified in its entirety
by reference to the A&R Credit Agreement and Convertible Note, which were filed with the United States Securities and Exchange Commission
(the "SEC") as Exhibits 10.1 and 10.2 respectively, to the Company's Current Report on Form 8-K dated November 11, 2022, and Amendment No. 1 to the A&R
Credit Agreement and Convertible Note filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K dated January 31, 2023.

 Unsecured
Promissory Notes 2022

the year ended December 31, 2023, we issued to Talkot Capital LLC, unsecured notes in the principal aggregate amount of $ 271,875, which
are due and payable two years after issuance (the "2022 Unsecured Notes"). The 2022 Unsecured Notes bear interest on the
unpaid balance at the rate of fifteen percent (15%) per annum. The Company may prepay the advances and accrued interest, in whole or
in part, without notice, penalty or charge. As of December 31, 2023, we have $271,875 as a remaining balance of these 2023 Unsecured
Notes issued to Talkot Capital and accrued interest of $0. A total of $10,352 of interest was converted into 9,585 shares of common stock
and the Company recorded a loss on settlement of interest payable of $542.A total of $20,617 was accrued and recorded to equity payable.

 2023
Warrant Exercises

March 2023, 15 warrant holders exercised their common stock purchase warrant for 3,587,487 shares at the exercise price of $1.00 per
share, resulting in additional capital of $3,557,487. As an inducement for the holder's exercise of the warrants, we issued
the holders' 1,793,745 new warrants to purchase common stock at $2.00 per share over a three-year period expiring in February
2025. The Company recorded $577,000 of stock-based expense related to warrants issued during the warrant conversion offer on
February 14, 2023. The total estimated value of the warrants using the Black-Scholes Model is based on a volatility rate of 63% and
an option fair value of $0.3216.

August and September of 2023, a total of 18 warrant holders exercised their common stock purchase warrant for 1,960,976 shares at
the exercise price of $.82 per share, resulting in additional capital of $1,608,000. As an inducement for the holder's
exercise of the warrants, we issued the holders' 3,921,952 new warrants to purchase common stock at $.82 per share over a one
and three-year period expiring between August and September 2026. The Company recorded $1,146,562 of stock-based expense related to
warrants issued during the warrant conversion offer on September 6, 2023. The total estimated value of the warrants using the
Black-Scholes Model is based on an average volatility rate of 63% and 73% and an option fair value of between $0.21 and
$0.40.

 2023
Convertible Notes

the third quarter of 2023, the Company issued Convertible Notes to five related parties in the amount of $2,000,000. In addition, the
Company issued Convertible Notes to 10 shareholders in the amounts of $250,000. Principal and accrued interest payments are due in full
on three years from the date they are funded under the Convertible Note. The Convertible Note and all accrued interest thereon are convertible
into shares of our common stock, from time to time, at the option of the holder thereof, at a conversion price per share equal to the
larger of either $0.50 or of the volume-weighted average price of our common stock quoted on the OTCQB Venture Market operated
by OTC Markets Group Inc. over the thirty (30) trading days immediately preceding such date (the "Conversion Price"). For
value received the shareholders received 666,668 warrants to purchase common shares at and exercise price of $0.60 per share over a three
year period ending November 10, 2026.

 Results
of Operations and Financial Conditions

 Year
Ended December 31, 2023 Compared to Year Ended December 31, 2022

consist primarily of a suite of products under the Recurrency platform. The Recurrency platform is comprised of POS Data Capture, Analytics,
Offers and Promotions, Predictive Offers, Personalized Receipt Promotions, Customized Mobile Messaging, Belly Loyalty, and other revenues.

 - 15 -

for the twelve months ended December 31, 2023 were $6,977,696, a decrease of $556,216, or 7.4%, compared to $7,533,912 for the twelve
months ended December 31, 2022. This decrease is primarily due to the decrease in special projects revenue.

 Cost
of Revenues

 Cost
of revenues consist primarily of cloud-based software licensing fees, short code maintenance expenses, personnel related expenses, and
other expenses.

 Cost
of revenues for the twelve months ended December 31, 2023 was $5,129,627, a decrease of $198,856, or 3.7%, compared to $5,328,483 for
the twelve months ended December 31, 2022. This decrease is primarily due to temporary guaranteed audience costs associated with increasing
our key customer's messaging database.

 The
gross profit margin was 26.5% and 29.2% for the twelve months ended December 31, 2023 and 2022, respectively. Lower gross profit margin
in 2023 is primarily due to a decrease in special projects revenue.

 Bad
Debt

 Bad
Debt expense for the twelve months ended December 31, 2023 was $18,060 a decrease of $22,323, or 55.3%, compared to $40,383 for the twelve
months ended December 31, 2022. This decrease is due primarily to a decrease in our bad debt allowance.

 General
and Administrative

 General
and administrative expenses consist primarily of administrative salaries and personnel related expenses, legal fees, stock-based compensation
expense, consulting costs and other expenses.

 General
and administrative expenses for the twelve months ended December 31, 2023 were $6,406,512, an increase of $2,099,583, or 48.7%, compared
to $4,306,929 for the twelve months ended December 31, 2022. The increase in general and administrative expense was primarily due an
increase in share based expense from the two warrant issuances during the year.

 Sales
and Marketing Expense

 Sales
and marketing expenses consist primarily of salaries and personnel related expenses, stock-based compensation expense, sales travel,
consulting costs and other expenses.

 Sales
and marketing expenses for the twelve months ended December 31, 2023 were $2,735,062, an increase of $118,466, or 4.5%, compared to $2,616,596
for the twelve months ended December 31, 2022. The increase in 2023 was primarily due to an increase in software and payroll expense.

 Engineering,
Research, and Development Expense

 Engineering,
research, and development expenses consist primarily of salaries and personnel related expenses, stock-based compensation expense, consulting
costs and other expenses.

 Engineering,
research, and development expenses for the twelve months ended December 31, 2023, were $3,515,705, an increase of $455,676 or 14.9%,
compared to $3,060,029 for the twelve months ended December 31, 2022. The increase in 2023 was primarily due to an increase in payroll
expense.

 Depreciation
and Amortization Expense

 Depreciation
and amortization expense consist of depreciation on our equipment and amortization of our intangible assets.

 Depreciation
and amortization expenses for the twelve months ended December 31, 2023, were $178,746 a decrease of $261,580, or 59.4%, compared to
$440,326 for the twelve months ended December 31, 2022. This decrease is primarily attributable to the decrease in amortized assets.

 Intangible
Asset Impairment

 Intangible
Asset Impairment expenses for the twelve months ended December 31, 2023 were $0, a decrease of $552,476, compared to $552,476 for the
twelve months ended December 31, 2022.

 - 16 -

Impairment

Impairment expenses for the twelve months ended December 31, 2023 were $0, a decrease of $411,183 compared to $411,183 for the twelve
months ended December 31, 2022.

Expense

expense consists of stated or implied interest expense on our notes payable, amortization of note discounts, and amortization of deferred
financing costs.

expense for the twelve months ended December 31, 2023 was $1,027,682, an increase of $289,937, or 39.3%, compared to $737,745 for the
twelve months ended December 31, 2022. The increase is primarily attributable to the increased principal on short- and long-term borrowings
during the year.

 Settlement
Losses

 Settlement
losses consist of legal settlement for TCPA settlements.

 Settlement
losses for the twelve months ended December 31, 2023 were $19,250, a decrease of $34,250 or 69.2%, compared to $53,500 in the twelve
months ended December 31, 2022. The decrease is due to a decrease in the number of TCPA claim settlement payments.

 Loss
on Settlement of Debt

 Loss
on Settlement of debt consists of the expense from the settlement of notes payable when they are settled into shares.

 Loss
on settlement of debt for the twelve months ended December 31, 2023 was $10,857 and $49,503, respectively.

 Foreign
Currency

 The
Company's financial results are impacted by volatility in the Canadian/U.S. Dollar exchange rate. The average U.S. Dollar exchange
rate for the year ended December 31, 2023 and 2022 was $1 Canadian equals $0.74 and $0.77 U.S. Dollars, respectively. The Company's
functional or measurement currency is the U.S. Dollar. Based on a U.S. Dollar functional currency, the following are the key areas impacted
by foreign currency volatility:

 The Company sells products
 primarily in U.S. Dollars; therefore, reported revenues are not highly impacted by foreign currency volatility.

 A portion of the Company's
 expenses are incurred in Canadian Dollars and therefore fluctuate in U.S. Dollars as the U.S. Dollar varies. A weaker U.S. Dollar
 results in an increase in translated expenses, and a stronger U.S. Dollar results in a decrease.

 Changes in foreign currency
 rates also impact the translated value of the Company's working capital that is held in Canadian Dollars. Foreign exchange
 rate fluctuations result in foreign exchange gains or losses based upon movement in the translated value of Canadian working capital
 into U.S. Dollars.

 The
change in foreign currency was a loss of $394 and a gain of $2,119 for the years ended December 31, 2023 and 2022, respectively.

 - 17 -

 Liquidity
and Capital Resources

 We
have $416,395 of cash as of December 31, 2023. We had a net loss of $12.1 million for the year ended 2023, and we used $8.2 million of
cash in our operating activities during 2023. In addition, we raised $5.2 million during two warrant conversion fundings during 2023.
We raised $3.0 million in cash Convertible Notes issued during the fourth quarter of 2023.Our additional cash from our warrant conversion
along with our expected cash flow from operations, may not be sufficient to fund our 12-month plan of operations, and there can be no
assurance that we will not require significant additional capital within 12 months.

 If
our cash reserves prove insufficient to sustain operations, we plan to raise additional capital by selling shares of capital stock or
other equity or debt securities. In addition we currently have an additional $126,875 available on our current line of credit. We may
need additional financing thereafter until we can achieve profitability. If we cannot, we will be forced to curtail our operations or
possibly be forced to evaluate a sale or liquidation of our assets. Any future financing may involve substantial dilution to existing
investors.

 Although
we are actively pursuing financing opportunities, we may not be able to raise cash on terms acceptable to us or at all. There can be
no assurance that we will be successful in obtaining additional funding. Financings, if available, may be on terms that are dilutive
to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the current
price of our ordinary shares. The holders of new securities may also receive rights, preferences or privileges that are senior to those
of existing holders of our ordinary shares. If additional financing is not available or is not available on acceptable terms, we will
have to curtail our operations in the short term.

 Cash
Flows

 For the Year Ended

 2023

 2022

 Net cash provided by (used in):

 Operating activities

 $
 (8,067,469
)

 $
 (6,688,551
)

 Investing activities

 (16,255
)

 (30,269
)

 Financing activities

 8,090,492

 6,456,410

 Effect of foreign currency translation on cash flow

 (15,707
)

 (46,274
)

 Net change in cash

 $
 (8,939
)

 $
 (308,684
)

 Operating
Activities

 We
incurred a net loss in operating activities totaling $8,067,469 in 2023 and $6,688,551 in 2022, respectively. The increase in net loss
in operating activities in 2023 compared to 2022 was due primarily to the costs associated with the March 2022 warrant conversion, and
an increase in interest.

 Investing
Activities

 Investing
activities during twelve months ended December 31, 2023, include $16,255 of equipment purchases compared to $13,087 in twelve months
ended December 31, 2022. In addition, there was $0 in capitalized software development costs in the twelve months ended December 31,
2023 compared to $12,030 in the twelve months ended December 31, 2022

 Financing
Activities

 Financing
activities for 2023 include net proceeds from conversion of common stock warrants of $5,195,487, proceeds from related party notes payable
of $2,700,000 and $250,000 in proceeds from convertible notes, offset by payments on notes payable of $54,995.

 Critical
Accounting Estimates

 We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires the use of 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 the reported amount
of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made, Including
those related to share-based compensation. Management bases its estimates and judgments on historical experience and on various factors
that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 - 18 -

 The
following critical accounting policies affect the more significant judgments and estimates used in the preparation of the Company's
consolidated financial statements. See Note 2 in Notes to Consolidated Financial Statements, "Summary of Significant Accounting
Policies" in this Form 10-K for additional information about these critical accounting policies and estimates, as well as a description
of our other accounting policies and estimates.

 Income
Taxes

 We
account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based
on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when,
based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. We recognize
in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained.

 Revenue
Recognition and Concentrations

 Our
Recurrency platform is a hosted solution. We generate revenue from licensing our software to clients in our software as a service model,
per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the
period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction
takes place. Under ASC 606 (as defined below), revenue is recognized when control of the promised goods or services is transferred to
our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider
authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some
customers are billed on a month-to-month basis with no contractual term and are collected by credit card or electronic funds transfer.
Revenue is recognized at the time that the services are rendered, and the selling price is fixed with a set range of plans. Cash received
in advance of the performance of services is recorded as deferred revenue.

 Accounting
Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification 606 ("ASC
606"), is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance. The Company
adopted this standard effective January 1, 2018, applying the modified retrospective method. Upon adoption, the Company discontinued
revenue deferral under the sell-through model and commenced recording revenue upon delivery to distributors, net of estimated returns.
Generally, the new standard results in earlier recognition of revenues.

 We
determine revenue recognition through the following steps:

 identification of the contract,
 or contracts, with a customer;

 identification of the performance
 obligations in the contract;

 determination of the transaction
 price;

 allocation of the transaction
 price to the performance obligations in the contract; and

 recognition of revenue when,
 or as, we satisfy a performance obligation.

the years ended December 31, 2023 and 2022 two customers accounted for 55% and 51% of our revenues, respectively.

 Share-based
compensation expense

 Share-based
compensation cost is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as
expense over the employee's requisite service period (generally the vesting period of the award). We estimate the fair value of
employee stock options granted using the Black-Scholes Option Pricing Model. Key assumptions used to estimate the fair value of stock
options include the exercise price of the award, the fair value of our common stock on the date of grant, the expected option term, the
risk-free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on our Company's common
stock. We have elected to account for forfeitures as they occur to determine the amount of compensation cost to be recognized in each
period.

 Derivative
Financial Instruments

 We
do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

 We
review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments,
including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.
In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that
is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Smaller
reporting companies are not required to provide the information required by this item.

 - 19 -

 Item
8. Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Stockholders of Mobivity Holdings Corp.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Mobivity Holdings Corp. (the Company) as of December 31, 2023 and 2022,
and the related consolidated statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for
each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,
2023, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial
doubt about its ability to continue as a going concern. Management's plans regarding those matters are discussed in Note 3. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Revenue
Recognition

 As
discussed in the notes to the financial statements, the Company recognizes revenue upon transfer of control of promised services to customers
in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

 Auditing
management's evaluation of agreements with customers involves significant judgment, given the fact that some agreements require
management's evaluation and allocation of the standalone transaction prices to the performance obligations.

 To
evaluate the appropriateness and accuracy of the assessment by management, we evaluated management's assessment in relationship
to the relevant agreements.

 /s/
 M&K CPAS, PLLC

 We
have served as the Company's auditor since 2012.

 The Woodlands,
TX

 April

 Firm ID 2738

 - 20 -

Balance Sheets

 ASSETS

 Current assets

 Cash

 $
 416,395

 $
 426,740

 Accounts receivable, net of allowance for doubtful accounts of $ 16,107 and $ 34,446, respectively

 876,465

 1,081,183

 Other current assets

 135,916

 195,017

 Total current assets

 1,428,776

 1,702,940

 Right to use lease assets

 770,623

 981,896

 Intangible assets, net

 65,916

 194,772

 Other assets

 69,036

 137,917

 TOTAL ASSETS

 $
 2,334,351

 $
 3,017,525

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities

 Accounts payable

 $
 3,372,141

 $
 3,412,612

 Accrued interest

 21,474

 443,448

 Accrued and deferred personnel compensation

 272,247

 569,347

 Deferred revenue and customer deposits

 155,472

 902,727

 Related party notes payable, net - current maturities

 3,072,500

 2,711,171

 Notes payable, net - current maturities

 7,154

 32,617

 Operating lease liability

 276,072

 251,665

 Other current liabilities

 248,434

 49,541

 Total current liabilities

 7,425,494

 8,373,128

 Non-current liabilities

 Related party notes payable, net - long-term

 4,413,987

 2,481,290

 Notes payable, net - long-term

 265,959

 31,092

 Operating lease liability

 660,852

 936,924

 Total non-current liabilities

 5,340,798

 3,449,306

 Total liabilities

 12,766,292

 11,822,434

 Commitments and Contingencies (See Note 13)

 -

 -

 Stockholders' equity (deficit)

 Common stock, $ 0.001 par value; 100,000,000 shares authorized; 61,311,155 and 55,410,695, shares issued and outstanding

 67,950

 61,311

 Equity payable

 989,947

 324,799

 Additional paid-in capital

 118,624,601

 108,806,353

 Accumulated other comprehensive income (loss)

 ( 153,831
)

 ( 100,963
)

 Accumulated deficit

 ( 129,960,608
)

 ( 117,896,409
)

 Total stockholders' equity (deficit)

 ( 10,431,941
)

 ( 8,804,909
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 2,334,351

 $
 3,017,525

 See
accompanying notes to consolidated financial statements.

 - 21 -

Statements of Operations and Comprehensive Loss

 2023

 2022

 For the Year Ended

 2023

 2022

 $
 6,977,696

 $
 7,533,912

 Cost of revenues

 5,129,627

 5,328,483

 Gross profit

 1,848,069

 2,205,429

 Operating expenses

 Bad Debt

 18,060

 40,383

 General and administrative

 6,406,512

 4,306,929

 Sales and marketing

 2,735,062

 2,616,596

 Engineering, research, and development

 3,515,705

 3,060,029

 Goodwill Impairment

 —

 411,183

 Intangible asset impairment

 —

 552,476

 Depreciation and amortization

 178,746

 440,326

 Total operating expenses

 12,854,085

 11,427,922

 Loss from operations

 ( 11,006,016
)

 ( 9,222,493
)

 Other income/(expense)

 Interest expense

 ( 1,027,682
)

 ( 737,745
)

 Settlement Losses

 ( 19,250
)

 ( 53,500
)

 Loss on settlement of debt

 ( 10,857
)

 ( 49,503
)

 Foreign currency gain (loss)

 ( 394
)

 2,119

 Total other income (expense)

 ( 1,058,183
)

 ( 838,629
)

 Loss before income taxes

)

)

 Income tax expense

 —

 —

 Net Loss

)

)

 Other comprehensive income (loss), net of income tax

 Foreign currency translation adjustments

 ( 52,868
)

 ( 48,875
)

 Comprehensive loss

 $
 ( 12,117,067
)

 $
 ( 10,109,997
)

 Net loss per share:

 Basic and Diluted

 $
 ( 0.18
)

 $
 ( 0.17
)

 Weighted average number of shares:

 Basic and Diluted

 65,822,081

 59,241,798

 See
accompanying notes to consolidated financial statements.

 - 22 -

Statement of Stockholders' Equity (Deficit)

 Dollars

 Equity

 Payable

 Paid-in Capital

 Comprehensive Income (Loss)

 Accumulated

 Deficit

 Stockholders'

 Equity (Deficit)

 Common Stock

 Additional

 Accumulated Other

 Total

 Dollars

 Equity

 Payable

 Paid-in Capital

 Comprehensive Income (Loss)

 Accumulated

 Deficit

 Stockholders'

 Equity (Deficit)

 Balance, December 31, 2021

 55,410,695

 $
 55,411

 $
 100,862

 $
 102,446,921

 $
 ( 52,088
)

 $
 ( 107,835,287
)

 $
 ( 5,284,181
)

 Issuance of common stock for warrants exercised

 3,188,190

 3,188

 —

 2,547,364

 —

 —

 2,550,552

 Issuance of common stock for debt settlement

 —

 —

 —

 —

 —

 —

 —

 Issuance of stock for PIPE financing

 2,562,500

 2,562

 —

 2,047,438

 —

 —

 2,050,000

 Issuance of common stock for Settlement of Interest Payable on Related Party Debt

 149,770

 223,937

 164,021

 —

 —

 388,108

 Fair value of options issued with related party debt

 —

 —

 —

 143,039

 —

 —

 143,039

 Stock based compensation

 —

 —

 —

 1,457,570

 —

 —

 1,457,570

 Foreign currency translation adjustment

 —

 —

 —

 —

 ( 48,875
)

 —

 ( 48,875
)

 Net loss

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2022

 61,311,155

 $
 61,311

 $
 324,799

 $
 108,806,353

 $
 ( 100,963
)

 $
 ( 117,896,409
)

 $
 ( 8,804,909
)

 Balance

 61,311,155

 $
 61,311

 $
 324,799

 $
 108,806,353

 $
 ( 100,963
)

 $
 ( 117,896,409
)

 $
 ( 8,804,909
)

 Issuance of common stock for warrants exercised

 5,548,463

 5,548

 —

 5,189,939

 —

 —

 5,195,487

 Issuance of common stock for Settlement of Interest Payable on Related Party Debt

 545,079

 665,148

 646,071

 —

 —

 1,311,765

 RSU's issued - termination of a director's service

 545,012

 —

 ( 545
)

 —

 —

 —

 Fair value of options issued with related party debt

 —

 —

 —

 528,531

 —

 —

 528,531

 Warrant Inducement for warrant conversion

 —

 —

 —

 2,502,575

 —

 —

 2,502,575

 Stock based compensation – Emplyees

 —

 —

 —

 691,674

 —

 —

 691,674

 Stock based compensation - Directors

 —

 —

 —

 260,007

 —

 —

 260,007

 Foreign currency translation adjustment

 —

 —

 —

 —

 ( 52,868
)

 —

 ( 52,868
)

 Net loss

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2023

 67,949,709

 $
 67,950

 $
 989,947

 $
 118,624,601

 $
 ( 153,831
)

 $
 ( 129,960,608
)

 $
 ( 10,431,941
)

 Balance

 67,949,709

 $
 67,950

 $
 989,947

 $
 118,624,601

 $
 ( 153,831
)

 $
 ( 129,960,608
)

 $
 ( 10,431,941
)

 See
accompanying notes to consolidated financial statements.

 - 23 -

Statements of Cash Flows

 2023

 2022

 For the Year Ended

 2023

 2022

 OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Bad debt expense

 18,060

 40,383

 Loss on settlement of debt -Related Party

 10,857

 49,503

 Stock-based compensation

 3,454,252

 1,457,570

 Intangible Asset Impairment

 —

 552,476

 Goodwill Impairment

 —

 411,183

 Depreciation and amortization expense

 178,746

 440,326

 Amortization of debt discount

 136,448

 122,258

 Increase (decrease) in cash resulting from changes in:

 Accounts receivable

 186,659

 ( 543,263
)

 Other current assets

 59,101

 32,102

 Operating lease assets/liabilities

 ( 40,392
)

 ( 23,599
)

 Other assets

 —

 ( 31
)

 Accounts payable

 ( 40,471
)

 ( 411,297
)

 Accrued interest

 878,932

 609,814

 Accrued Professional Fees

 —

 148,402

 Accrued and deferred personnel compensation

 ( 297,100
)

 ( 79,283
)

 Other liabilities - current

 198,893

 40,470

 Deferred revenue and customer deposits

 ( 747,255
)

 525,557

 Net cash used in operating activities

 ( 8,067,469
)

 ( 6,688,551
)

 INVESTING ACTIVITIES

 Purchases of equipment

 ( 16,255
)

 ( 17,182
)

 Cash paid for patents

 —

 —

 Capitalized software development costs

 —

 ( 13,087
)

 Net cash used in investing activities

 ( 16,255
)

 ( 30,269
)

 FINANCING ACTIVITIES

 Payments on Notes Payable

 ( 54,995
)

 ( 39,142
)

 Proceeds from Notes Payable

 250,000

 —

 Proceeds from related party notes payable

 2,700,000

 1,895,000

 Proceeds from conversion of common stock warrants

 5,195,487

 2,550,552

 Processed from PIPE Funding

 —

 2,050,000

 Net cash provided by financing activities

 8,090,492

 6,456,410

 Effect of foreign currency translation on cash flow

 ( 17,113
)

 ( 46,274
)

 Net change in cash

 ( 10,345
)

 ( 308,684
)

 Cash at beginning of period

 426,740

 735,424

 Cash at end of period

 $
 416,395

 $
 426,740

 Supplemental disclosures:

 Cash paid during period for:

 $
 —

 $
 68,389

 Non-cash investing and financing activities:

 Non cash investing and financing activities:

 Debt Discount on Related Party Debt

 $
 493,024

 $
 262,658

 Debt Discount on Notes Payable

 $
 35,507

 —

 Fixed Assets contribution by lessor

 $
 —

 $
 110,000

 Refinancing of debt-related party

 $
 —

 $
 43,750

 Initial ROU and asset lease liabiltiy

 $
 —

 $
 1,458,527

 Shares Issued for settlement of debt - related party

 $
 442,660

 $
 —

 Interest Issued as Stocks Payable

 $
 889,085

 $
 —

 RSU's issued upon termination

 $

 $
 —

 See
accompanying notes to consolidated financial statements.

 - 24 -

 Notes
to Consolidated Financial Statements

 1.
 Nature of Operations

Holdings Corp. (the "Company" or "we") is in the business of developing and operating proprietary platforms over
which brands and enterprises can conduct national and localized, data-driven marketing campaigns.

 Mobivity's
Recurrency platform enables multi-unit retailers to leverage the power of their own data to yield maximum customer spend, frequency and
loyalty while achieving the highest Return on Marketing Spend (ROMS) possible. Mobivity's customers use Recurrency to:

 Transform messy point-of-sale
 (POS) data collected from thousands of points of sale into usable intelligence.

 Measure, predict, and boost
 guest frequency and spend by channel.

 Deploy and manage one-time
 use offer codes and attribute sales accurately across every channel, promotion and media program.

 Deliver 1:1 promotions and
 offers with customized Mobile Messaging, Personalized Receipt Promotions and Integrated Loyalty programs.

 Mobivity's
Recurrency, delivered as a SaaS platform, is used by leading brands including Subway, Sonic Drive-In, Chick-fil-A, Checkers/Rally's
and Circle K's across more than 40,000 retail locations globally.

 We're
living in a data-driven economy. In fact, by 2003 — when the concept of "big data" became common vernacular in marketing
as much data was being created every two days as had been created in all of time prior to 2003. Today, Big Data has grown at such a rate
that 90% of the world's data has been created in the past two years. Unfortunately, despite there being so much data accumulated,
only one percent of data is being utilized today by most businesses.

 The
challenge for multi-unit retailers isn't that they don't have enough data; in fact, national retailers are collecting millions
of detailed transactions daily from thousands of points of sale around the world. The challenge is being able to make sense of this transaction
data, which is riddled with data entry errors, collected by multiple POS systems and complicated by a taxonomy compiled by thousands
of different franchisee owners. To normalize such an overwhelming amount of data into usable intelligence and then leverage it to optimize
media investment and promotion strategy requires numerous teams of data analysts and data scientists that many retailers and restaurant
operators simply don't have. Which is why so many technology and data companies, that can help solve these challenges, have been
invested in and acquired by brands including, McDonald's, Starbucks and Yum Brands.

 We
generate revenue by charging the resellers, brands and enterprises a per-message transactional fee, or through fixed or variable software
licensing fees.

 2.
 Summary of Significant Accounting Policies

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, LiveLenz Inc. All significant
intercompany balances and transactions have been eliminated.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period. Significant estimates used are those related to stock-based compensation, asset
impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used
in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, the fair value of options
issued with related party debt, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable;
however, actual results may differ from these estimates.

 - 25 -

 Reclassifications

 Certain
prior year amounts have been reclassified to conform to the current year's presentation. The reclassifications had no effect on
previously reported net loss.

 Acquisitions

 We
account for acquired businesses using the purchase method of accounting. Under the purchase method, our consolidated financial statements
reflect the operations of an acquired business starting from the completion of the acquisition. In addition, the assets acquired and
liabilities assumed are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase
price over the estimated fair values of the net assets acquired recorded as goodwill.

 Cash
and Cash Equivalents

 We
minimize our credit risk associated with cash by periodically evaluating the credit quality of our primary financial institution. Our
balances at times may exceed federally insured limits. We have not experienced any losses on our cash accounts.

 Accounts
Receivable, Allowance for Doubtful Accounts and Concentrations

 Accounts
receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing
credit evaluations are performed, and potential credit losses are charged to operations at the time the account receivable is estimated
to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee
that our reserves will continue to be adequate.

 As
of December 31, 2023 and 2022, we recorded an allowance for doubtful accounts of $ 16,107 and $ 34,446, respectively.

 From
time to time, we may have a limited number of customers with individually large amounts due. Any unanticipated change in one of the customer's
credit worthiness could have a material effect on the results of operations in the period in which such changes or events occurred.

 As
of December 31, 2023, we had three customers whose balance represented 73 % of total accounts receivable. As of December 31, 2022, we
had four customers whose balance represented 86 % of total accounts receivable.

and Intangible Assets

is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing
a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying
value. If the reporting unit does not pass the qualitative assessment, then the reporting unit's carrying value is compared to
its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered
impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating
results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.

 We
conducted our annual impairment tests of goodwill as of December 31, 2023 and 2022. As a result of these tests, we had total impairment
charges of $ 0 and $ 411,183 as of December 31, 2023 and 2022, respectively

 Intangible
assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade
names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the
straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible
assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate
that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds
the undiscounted future net cash flow the asset is expected to generate.

 The
Company's evaluation of its long-lived assets resulted in $ 0 and $ 552,476 of intangible impairment expense during the years ended
December 31, 2023 and December 31, 2022.

 - 26 -

 Software
Development Costs

 Software
development costs include direct costs incurred for internally developed products and payments made to independent software developers
and/or contract engineers. The Company accounts for software development costs in accordance with the FASB guidance for the costs of
computer software to be sold, leased, or otherwise marketed ("ASC Subtopic 985-20"). Software development costs are capitalized
once the technological feasibility of a product is established and such costs are determined to be recoverable. Technological feasibility
of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and
working model. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are
not capitalized are charged immediately to the appropriate expense account. Amounts that are considered 'research and development'
that are not capitalized are immediately charged to engineering, research, and development expense.

 Capitalized
costs for those products that are cancelled or abandoned are charged to impairment expense in the period of cancellation. Commencing
upon product release, capitalized software development costs are amortized to "Amortization Expense - Development" based
on the straight-line method over a twenty-four month period.

 The
Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been
released in prior years, the primary evaluation criterion is ongoing relations with the customer. The Company's evaluation of its
capitalized software development asset resulted in impairment charges of $ 0 for the year ended December 31, 2023 and $ 0 for the year
ended December 31, 2022.

 Impairment
of Long-Lived Assets

 We
evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the
carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted
future net cash flow the asset is expected to generate.

 Foreign
Currency Translation

 The
Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the
year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic
830-10, Foreign Currency Matters ("ASC 830-10"). Assets and liabilities of these subsidiaries were translated at exchange
rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative
translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders' equity. Foreign currency
transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional
currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Income.

 Derivative
Financial Instruments

 We
do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

 We
review the terms of the common stock, warrants and convertible debt we issue to determine whether there are embedded derivative instruments,
including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.
In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that
is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

 Revenue
Recognition and Concentrations

 Our
Recurrency platform is a hosted solution. We generate revenue from licensing our software to clients in our software as a service model,
per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the
period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction
takes place. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in
an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider authoritative
guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are
billed on a month-to-month basis with no contractual term and are collected by credit card. Revenue is recognized at the time that the
services are rendered, and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services
is recorded as deferred revenue.

the years ended December 31, 2023 and 2022, three customers accounted for 66 % and 51 % of our revenues, respectively.

 - 27 -

 Comprehensive
Income (Loss)

 Comprehensive
loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources.
We are required to record all components of comprehensive loss in the consolidated financial statements in the period in which they are
recognized. Net loss and other comprehensive loss, including foreign currency translation adjustments and unrealized gains and losses
on investments, are reported, net of their related tax effect, to arrive at comprehensive loss. For the twelve months ended December
31, 2023 and 2022, the comprehensive loss was $ 12,117,068 and $ 10,109,997 respectively.

 Stock-based
Compensation

 We
primarily issue stock-based awards to employees in the form of stock options. We determine compensation expense associated with stock
options based on the estimated grant date fair value method using the Black-Scholes valuation model. We recognize compensation expense
using a straight-line amortization method over the respective vesting period.

 Research
and Development Expenditures

 Research
and development expenditures are expensed as incurred, and consist primarily of compensation costs, outside services, and expensed materials.

 Advertising
Expense

 Direct
advertising costs are expensed as incurred and consist primarily of E-commerce advertisements, sales enablement, content creation, and
other direct costs. Advertising expense was $ 304,296 and $ 377,201 for the years ended December 31, 2023 and 2022, respectively. We also
include the cost of attending trade shows under marketing expense. We recorded $ 63,969 and $ 101,044 of expense related to those activities
for the years ended December 31, 2023 and 2022, respectively.

 Income
Taxes

 We
account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based
on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when,
based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. We recognize
in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained.

 Computation
of Net Loss per Common Share

 Basic
net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the
assumption that all potential common stock equivalents (convertible notes payable, stock options, and warrants) are converted or exercised.
The calculation of diluted net loss per share excludes potential common stock equivalents if the effect is anti-dilutive. Our weighted
average common shares outstanding for basic and diluted are the same because the effect of the potential common stock equivalents is
anti-dilutive.

 We
had the following dilutive common stock equivalents as of December 31, 2023 and 2022 which were excluded from the calculation because
their effect was anti-dilutive.

of Dilutive Common Stock Equivalents Excluded From Antidilutive

 2023

 2022

 2023

 2022

 Outstanding employee options

 7,297,355

 6,246,466

 Outstanding restricted stock units

 1,799,025

 1,685,141

 Outstanding warrants

 10,163,222

 3,246,690

 Antidilutive securities

 10,163,222

 3,246,690

 Antidilutive securities

 19,259,602

 11,178,297

 Recent
Accounting Pronouncements

 Accounting
standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company's future financial
statements. The following are a summary of recent accounting developments.

 In
August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU
2020-06"). ASU No. 2020-06 requires that the if-converted method of computing diluted Earnings per Share. The company adopted ASU
2020-06 on January 1, 2022.

 - 28 -

 3.
 Going Concern

 We
have $ 416,395 of cash as of December 31, 2023. We had a net loss of $ 12.1 million for the year ended 2023, and we used $ 8.1 million of
cash in our operating activities during 2023. In addition, we raised $ 5.2 million during two warrant conversion fundings during 2023.
We raised $ 3.0 million in cash Convertible Notes issued during 2023. We raised an additional $ 2.5 million from the issuance of convertible
notes in 2024. There is substantial doubt that our additional cash from our warrant conversion along with our expected cash flow from
operations, will be sufficient to fund our 12-month plan of operations, there can be no assurance that we will not require significant
additional capital within 12 months.

 As
shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit
of $ 129,960,608 as of December 31, 2023. Further losses are anticipated in the development of the Company's business raising substantial
doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next
twelve months with the proceeds from the sale of securities, and/or revenues from operations. These financial statements do not include
any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities
that might result from this uncertainty.

 4.
 Goodwill and Intangible Assets

 The
following table presents goodwill and impairment for the years ended December 31, 2023 and 2022:

of Goodwill and Impairment

 December 31, 2021

 $
 411,183

 Acquired

 —

 Impairment

 ( 411,183
)

 —

 Acquired

 —

 Impairment

 —

 $
 —

 We
conducted our annual impairment test of goodwill as of December 31, 2023 and 2022, which resulted in impairment charges of $ 0 and $ 411,183
respectively.

 Intangible
assets

 The
following table presents components of identifiable intangible assets for the years ended December 31, 2023 and 2022:

of Intangible Assets

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Weighted Average Useful Life (Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Weighted Average Useful Life (Years)

 Patents and trademarks

 $
 63,895

 $
 ( 10,232
)

 $
 53,663

 $
 105,543

 $
 ( 47,948
)

 $
 57,595

 Customer and merchant relationships

 545,533

 ( 539,395
)

 6,138

 2,321,112

 ( 1,775,579
)

 545,533

 Trade name

 32,393

 ( 30,784
)

 1,609

 197,955

 ( 165,562
)

 32,393

 Acquired technology

 112,191

 ( 112,191
)

 —

 621,030

 ( 508,839
)

 112,191

 Non-compete agreement

 29,212

 ( 29,212
)

 —

 79,300

 ( 50,088
)

 29,212

 $
 776,924

 $
 ( 721,814
)

 $
 61,409

 $
 3,324,940

 $
 ( 2,548,016
)

 $
 776,924

 - 29 -

the years ended December 31, 2023 and 2022, we recorded amortization expense related to our intangible assets of $ 36,327 and $ 133,010,
respectively, which is included in depreciation and amortization in the consolidated statement of operations.

the years ended December 31, 2023 and 2022, we recorded impairment of $ 0 and $ 552,476 respectively related to our intangible assets.

 Expected
future intangible asset amortization as of December 31, 2023 is as follows:

 Schedule of Finite Lived Intangible Assets Future Amortization Expense

 Year ending December 31,

 Amount

 2023

 $
 12,639

 2024

 4,891

 2025

 4,891

 2026

 4,891

 2027

 4,891

 Thereafter

 29,206

 Total

 $
 61,409

 5.
 Software Development Costs

 The
Company has capitalized certain costs for software developed or obtained for internal use during the application development stage as
it relates to specific contracts. The amounts capitalized include external direct costs of services used in developing internal-use software
and for payroll and payroll-related costs of employees directly associated with the development activities. The balance is included in
the net intangible assets on the balance sheet.

 The
following table presents details of our software development costs for the years ended December 31, 2023 and 2022:

of Software Development Costs

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Weighted Average Useful Life (Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Weighted Average Useful Life (Years)

 $
 2,578,611

 $
 ( 2,574,105
)

 $
 4,506

 $
 2,565,525

 $
 ( 2,217,729
)

 $
 347,796

 $
 2,578,611

 $
 ( 2,574,105
)

 $
 4,506

 $
 2,565,525

 $
 ( 2,217,729
)

 $
 347,796

 Software
development costs are being amortized on a straight-line basis over their estimated useful life of two years.

the years ended December 31, 2023 and 2022, we capitalized $ 0 and $ 13,087 respectively of software development. We recorded amortization
expense for software development costs of $ 98,828 and $ 257,548, respectively which is included in depreciation and amortization in the
consolidated statement of operations.

the years ended December 31, 2023 and 2022, we recorded impairment charges of $ 0 and $ 0, respectively related to our software development
costs.

 The
estimated future amortization expense of software development costs as of December 31, 2023 is as follows:

of Finite Lived Intangible Assets Future Amortization Expense

 Year ending December 31,

 Amount

 2024

 4,506

 2025

 —

 2026

 —

 2027

 —

 2028

 —

 Thereafter

 —

 Total

 $
 4,506

 - 30 -

 6.
 Operating Lease Assets

 Adoption
of Accounting Standards Codification ( " ASC ") Topic 842, " Leases." The Company adopted
Topic 842 on January 1, 2019, using the modified retrospective method and the optional transition method to record the adoption impact
through a cumulative adjustment to equity. Results for reporting periods beginning after January 1, 2019, are presented under Topic 842,
while prior periods are not adjusted and continue to be reported under the accounting standards in effect for those periods.

 The
following are additional details related to leases recorded on our balance sheet as of December 31, 2022:

of Additional Details Related to Leases

 Leases

 Classification

 Balance at December 31, 2023

 Assets

 Current

 Operating lease assets

 Operating lease assets

 $
 —

 Noncurrent

 Operating lease assets

 Noncurrent operating lease assets

 770,623

 Total lease assets

 $
 770,623

 Liabilities

 Current

 Operating lease liabilities

 Operating lease liabilities

 $
 276,072

 Noncurrent

 Operating lease liabilities

 Noncurrent operating lease liabilities

 $
 660,852

 Total lease liabilities

 $
 936,924

the year ended December 31, 2023, we recorded amortization expense of $ 358,240 and during the year ended December 31, 2022, we recorded
a credit to amortization expense of $ 2,896 related to the accretion of the lease liability, which is included in depreciation and amortization
in the consolidated statement of operations.

 Rent
expense was $ 355,343 and $ 371,213 for the years ended December 31, 2023 and 2022, respectively.

 We
entered into our current lease starting in February of 2021 for 8,898 square feet of office space located at 3133 W. Frye Road, Suite
215, Chandler, Arizona. Monthly rental payments, excluding common area maintenance charges, will be $ 25,953 to $ 28,733. The first twelve
months of the lease includes a 50 % abatement period. An operating lease asset and liability will be recorded when the lease commences
in accordance with Topic 842.

 The
maturity analysis below summarizes the remaining future undiscounted cash flows for our operating leases, a reconciliation to operating
lease liabilities reported on the Condensed Consolidated Balance Sheet, our weighted-average remaining lease term and weighted average
discount rate:

of Lessee, Operating Lease Liability

 Year ending December 31,

 Amount

 2024

 $
 330,894

 2025

 337,568

 2026

 344,241

 2027

 28,733

 2028

 —

 Thereafter

 —

 Total future lease payments

 1,041,436

 Less: imputed interest

 ( 104,512
)

 Total

 $
 936,924

of Lease Cost

 Weighted Average Remaining Lease Term (years)

 Operating leases

 3.08

 Weighted Average Discount Rate

 Operating leases

 6.75
 %

 - 31 -

 7.
 Notes Payable and Related Party Notes Payable

 The
following table presents details of our notes payable as of December 31, 2023 and 2022:

of Debt

 Facility

 Maturity

 Interest Rate

 ACOA Note

 February 1, 2024

 —

 7,154

 34,231

 TD Bank

 —

 —

 29,478

 Converible Notes

 various

 %

 215,959

 —

 Related Party Notes

 various

 %

 7,536,487

 5,192,461

 Total Debt

 7,759,600

 5,256,170

 Less current portion

 ( 3,079,654
)

 ( 2,743,788
)

 Long-term debt, net of current portion

 $
 4,679,946

 $
 2,512,382

 Principal
payments on notes payables are due as follows:

of Principal Payments on Notes Payable

 Year ending December 31,

 Amount

 2024

 $
 3,079,654

 2025

 2,613,987

 2026

 2,065,959

 2027

 —

 2028

 —

 Thereafter

 —

 Total future debt payments

 7,759,600

 - 32 -

 ACOA
Note

 On
November 6, 2017, Livelenz, entered into an amendment of the original agreement dated December 2, 2014 with the Atlantic Canada Opportunities
Agency ("ACOA"). Under this agreement the note will mature without interest and repayments began on June 1, 2016, while the
commitments terminated on February 1, 2024. The monthly principal payment amount of $ 3,000 CAD increased to $ 3,500 CAD beginning on November
1, 2019, and increased to $ 4,000 CAD on August 1, 2021, $ 4,500 CAD on August 1, 2022 and $ 2,215 CAD for the remaining term of the agreement.

the twelve months ended December 31, 2023 $ 36,960.55 CAD in principle was paid toward the ACOA loan.

 TD
Bank Loan

 On
April 22, 2020, we entered into a commitment loan with TD Bank under the Canadian Emergency Business Account ("CEBA"), in
the principal aggregate amount of $ 40,000 CAD, which is due and payable on December 31, 2022. This note bears interest on the unpaid
balance at the rate of zero percent ( 0 %) per annum during the initial term. Under this note no interest or principal payments are due
until December 31, 2023. On December 29, 2023 the loan amount of $ 40,000 CAD was paid in full.

 - 33 -

 Related
Party Notes

 Secured
Promissory Notes

 On
June 30, 2021, we entered into a Credit Facility Agreement (the "Credit Agreement") with Thomas Akin, one of the Company's
directors (the "Lender"). The Credit Agreement was amended on November 11, 2022. The Company can borrow up to $ 6,000,000
under the Credit Agreement ("the "Credit Facility"). As of December 31, 2021, the Company had drawn a total of $ 3,478,125
including cash drawn in the amount of $ 3,206,250 and $ 271,875 of principal and accrued interest under the 2020 UP Note that was rolled
into the Credit Facility and had paid a total of $ 200,000 toward the principal balance of the loan,

 The
Credit Facility is secured by all of our tangible and intangible assets including intellectual property. This loan bears interest on
the unpaid balance at the rate of fifteen percent ( 15 %) per annum. The Company may prepay this loan without notice, penalty, or charge.
In consideration of the Lender's agreement to provide the Credit Facility, the Company issued warrants to purchase shares of its
common stock at an exercise price of $ 1.67 per share in connection with the issuance of funds under the Credit Agreement. The warrants
are exercisable for a period commencing upon issuance of the corresponding notes and ending 36 months after issuance of the financing.
In addition, the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of
the Company's common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average
price over the 30 trading days preceding the advance (the "VWAP"). Each warrant will be exercisable over a three-year period
at an exercise price equal to the VWAP.

 Under
the original terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 equal
monthly installments commencing on June 30, 2022, and ending on June 30, 2024. On November 11, 2022, an amendment to the Credit Agreement
was signed. The amendment updated the payment terms to the following: "Without limiting the foregoing Section 2.3(a), Borrower
shall repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments commencing on January
31, 2023 and continuing thereafter on the last day of each month (or, if such last day is not a Business Day, on the Business Day immediately
preceding such last day. Interest on the unpaid Advances will accrue from the date of each Advance at a rate equal to fifteen percent
( 15 %) per annum. Interest will be calculated on the basis of 365 days in a year." The amendment raised the maximum amount of the
Credit Facility to $ 6,000,000. In addition, the interest which is accrued monthly between July 1, 2022, and December 31, 2022, will be
settled into equity. Common Stock will be issued at the end of each month at a rate of $ 1.08 per share of common stock in the amount
of the interest accrued for each month.

 On
August 22, 2023, the Company took a draw of an additional $ 150,000 under the Credit Agreement.

 On
September 20, 2023, the Company took a draw of an additional $ 250,000 under the Credit Agreement.

 On
October 3, 2023, the Company took a draw of an additional $ 300,000 under the Credit Agreement.

the twelve months ended December 31, 2023, a total of $ 812,928 of interest was accrued by the company. Interest payable of $ 391,139 to
Thomas Akin was then surrendered to be converted and exchanged for the issuance of 362,335 shares of restricted common stock. The company
recorded a loss of settlement of interest payable of $ 10,315 and amortized discount expense of $ 112,114.

 A
total of $ 425,502 in accrued interest was accrued for the third and fourth quarter of 2023 and recorded to equity payable.

the twelve months ended December 31, 2023, the Company issued warrants to purchase an aggregate of 121,808 shares of its common stock
at the stated exercise price per share in connection with the issuance of funds under the Credit Agreement. The estimated aggregate fair
value of the warrants issued is $ 68,428 using the Black-Scholes option valuation model as of September 30, 2023.

 As
of December 31, 2023, the Company had drawn a total of $ 5,873,125 and we have accrued interest of $ 0, $ 812,711 of interest payable was
recorded to equity payable and a discount balance of $ 182,212.

 Unsecured
Promissory Note

 On
July 1, 2021, we entered into UP Notes in the aggregate principal amount of $ 271,875 with Talkot Fund LP and investor in the Company.
Each UP Note bears interest on the unpaid balance at the rate of fifteen percent ( 15 %) per annum and the principal and accrued interest
are due and payable no later than December 31, 2023. We may prepay any of the UP Notes without notice, subject to a two percent ( 2 %)
pre-payment penalty. The UP Note offer was conducted by our management and there were no commissions paid by us in connection with the
solicitation. The Company issued to Talkot Fund LP warrants to purchase an aggregate of 33,017 shares of its common stock at the stated
exercise price per share in connection with the issuance of funds under this Credit Agreement.

 On
August 13, 2022, the Lender agreed to postpone the 24-month repayment period to a later period commencing on January 31, 2022, and further
agreed that interest accrued on the loan between July 1, 2022 and December 31, 2022 is to be settled in shares of the Company's
common stock.

 As
of December 31, 2023, the Company had a principal balance of $ 271,875, and accrued interest of $ 76,147, that was recorded to Equity Payable.
A total of $ 20,504 of accrued interest was converted into 18,987 shares of common stock and the Company recorded a loss on settlement
of interest payable of $ 542.

 Convertible
Notes

fourth quarter 2023 the Company issued 8 Convertible Notes payable to related parties for $ 2,000,000. As an inducement we issued
 3,333,332 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this
Note will accrue at the rate of 8.0 % per annum. Accrual of interest will commence on the date of this Note, will continue until this
Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

fourth quarter 2023 the Company issued 10 Convertible Notes payable to related parties for $ 250,000. As an inducement we issued
 416,667 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of this
Note will accrue at the rate of 8.0 % per annum. Accrual of interest will commence on the date of this Note, will continue until this
Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

 The
Convertible Note and all accrued interest thereon are convertible into shares of our common stock, from time to time, at the option of
the holder thereof, at a conversion price per share equal to the larger of either $ 0.50 or of the volume-weighted average price of our
common stock quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. over the thirty (30) trading days immediately
preceding such date (the "Conversion Price")

 As
of December 31,2023 the Convertible Notes issued to related parties had a principal balance of $ 2,250,000 and
accrued interest of $ 21,956.
A debt discount expense of $493,024 was recorded in connection to the warrants issued to related parties.
A debt discount expense of $ 35,507 was recorded in connection with warrants issued to shareholders.

 - 34 -

Expense

 The
following table summarizes interest expense for the years ended December 31, 2023 and 2022:

 Summary
of Interest Expense

 2023

 2022

 2023

 2022

 Interest expense

 $
 1,027,682

 $
 737,745

 Total interest expense

 $
 1,027,682

 $
 737,745

 8.
 Common Stock and Equity Payable

 Common
Stock

 2023

 As
of December 31, 2023, we had an equity payable balance of $ 989,947.
These share consist of $ 889,085
interest payable to be settled into 1,007,631 shares and $ 100,862 in
RSU's payabte of 93,390 shares.

the year ended December 31, 2023, the Company issued 5,548,463
 shares for warrants converted, and 545,079 shares
for settlement of interest payable, based. In addition 545,079 where issued at par value, due to expense recognition in previous years,
for RSU issued on termination of a directors service.

 2022

December 31, 2022, the Company recorded stock-based compensation expense of $ 260,010 related to restricted stock units for members of
our board of directors.

 As
of December 31, 2022 we had an equity payable balance of $ 324,799.

the year ended December 31, 2022, the Company issued 5,900,460 shares and, recorded stock-based compensation expense of $ 260,010 related
to restricted stock units for members of our board of directors. The Company recorded stock-based compensation expense of $ 0 related
to restricted stock units for employee compensation.

 9.
 Stock-based Plans and Stock-based Compensation

 Stock-based
Plans

 We
have the 2010 Incentive Stock Option Plan, the 2013 Incentive Stock Option Plan, the 2016 Stock Incentive Plan and the 2022 Equity Incentive
Plan under which we have granted stock options to our directors, officers and employees. As of December 31, 2023, 7,297,355 shares were
authorized under the plans and 30,056,707 shares were available for future grant.

 We
believe that such awards better align the interests of our directors, officers and employees with those of our shareholders. Option awards
are generally granted with an exercise price that equals the fair market value of our stock at the date of grant. These option awards
generally vest based on four years of continuous service and have 10 -year contractual terms.

 - 35 -

 The
following table summarizes stock option activity under our stock-based plans as of and for the years ended December 31, 2023 and 2022:

of Stock Option Activity

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Term (Years)

 Aggregate Intrinsic Value

 Outstanding at December 31, 2021

 6,246,466

 $
 1.20

 7.17

 $
 4,056,639

 Granted

 1,375,000

 $
 1.02

 —

 $
 —

 Exercised

 —

 $
 —

 —

 $
 —

 Forfeit/canceled

 ( 330,623
)

 $
 1.09

 —

 $
 —

 Expired

 ( 599,627
)

 $
 0.98

 —

 $
 —

 Outstanding at December 31, 2022

 6,691,216

 $
 1.19

 5.86

 $
 2,086,829

 Granted

 2,678,500

 $
 0.79

 —

 $
 —

 Exercised

 —

 $
 —

 —

 $
 —

 Forfeit/canceled

 ( 329,893
)

 $
 1.54

 —

 $
 —

 Expired

 ( 1,742,468
)

 $
 1.72

 —

 $
 —

 Outstanding at December 31, 2023

 7,297,355

 $
 0.90

 7.28

 $
 6,567,620

 Expected to vest at December 31, 2023

 3,486,670

 $
 0.91

 5.13

 $
 3,172,870

 Exercisable at December 31, 2023

 3,486,670

 $
 0.91

 5.13

 $
 3,172,870

 Unrecognized expense at December 31, 2023

 $
 2,180,739

 The
aggregate intrinsic value of options was calculated as the difference between the exercise price of the underlying awards and the quoted
price of our common stock. At December 31, 2023, options to purchase 4,057,500 shares of common stock were in-the-money.

 The
weighted average grant-date fair value of options granted during the years 2023 and 2022 was $ 0.90 and $ 1.19, respectively.

 2022

 On
March 29, 2022, the Company granted one employee 150,000 options to purchase shares of the Company's common stock at the closing
price as of March 29, 2022, of $ 0.8289 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally
in 36 monthly installments thereafter, and are exercisable until March 29, 2032. The total estimated value using the Black-Scholes Model,
based on a volatility rate of 72.33 % and an option fair value of $ 0.54 was $ 81,035.

 On
May 16, 2022, the Company granted three employees 45,000 options to purchase shares of the Company's common stock at the closing
price as of May 16, 2022, of $ 0.97 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally in
 36 monthly installments thereafter, and are exercisable until May 16, 2032. The total estimated value using the Black-Scholes Model,
based on a volatility rate of 73.45 % and an option fair value of $ 0.642608 was $ 28,917.

 On
September 22, 2022, the Company granted one employee 1,000,000 options to purchase shares of the Company's common stock at the
closing price as of September 2022, of $ 0.98 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally
in 36 monthly installments thereafter, and are exercisable until September 29, 2032. The total estimated value using the Black-Scholes
Model, based on a volatility rate of 76.15 % and an option fair value of $ 0.697499 was $ 697,499.

 On
December 14, 2022, the Company granted one employee 180,000 options to purchase shares of the Company's common stock at the closing
price as of December 14, 2022, of $ 1.44 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally
in 36 monthly installments thereafter, and are exercisable until September 29, 2032. The total estimated value using the Black-Scholes
Model, based on a volatility rate of 75.76 % and an option fair value of $ 1.039857 was $ 187,174.

 In
the twelve months ended December 31, 2022, the company recorded stock-based plans amortized expense of $ 587,610.

 In
the twelve months ended December 31, 2022 we had a total stock-based compensation expense of $ 1,457,570, this is comprised of $ 260,010
in restricted stock unit compensation expense, $ 587,610 of stock-based compensation expense and $ 609,950 of stock-based compensation
expense in connection with the exercise of investor-based warrants

 - 36 -

 2023

 On
May 11, 2023 the Company granted three employees 295,000 options to purchase shares of the Company's common stock at the closing
price as of May 11, 2023 of $ 0.98 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally in 36
 monthly installments thereafter, and are exercisable until May 16, 2033. The total estimated value using the Black-Scholes Model, based
on a volatility rate of 75.76 % and an option fair value of $ 0.705183 was $ 208,029.

 On
July 14, 2023 the Company granted one employees 1,000,000 options to purchase shares of the Company's common stock at the closing
price as of July 14, 2023 of $ 0.85 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally in
 36 monthly installments thereafter, and are exercisable until July 14, 2033. The total estimated value using the Black-Scholes Model,
based on a volatility rate of 74.55 % and an option fair value of $ 0.5590 was $ 605,383.

 On
July 17, 2023 the Company granted one employees 700,000 options to purchase shares of the Company's common stock at the closing
price as of July 17, 2023 of $ 0.79 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally in
 36 monthly installments thereafter, and are exercisable until July 17, 2033. The total estimated value using the Black-Scholes Model,
based on a volatility rate of 74.57 % and an option fair value of $ 0.5713 was $ 396,441.

 On
August 25, 2023 he Company granted four employees 650,000 options to purchase shares of the Company's common stock at the closing
price as of August 25, 2023 of $ 0.65 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally in
 36 monthly installments thereafter, and are exercisable until August 25, 2033. The total estimated value using the Black-Scholes Model,
based on a volatility rate of 64.81 % and an option fair value of $ 0.4257 was $ 285,773.

 On
November 30, 2023, the Company granted five employees 33,500 options to purchase shares of the Company's common stock at the closing
price as of November 30, 2023 of $ 0.3505 per share. The option shares will vest 25 % on the first anniversary of the grant, then equally
in 36 monthly installments thereafter, and are exercisable until November 30, 2033. The total estimated value using the Black-Scholes
Model, based on a volatility rate of 83.03 % and an option fair value of $ 0.295407 was $ 9,896.

 In
the twelve months ended December 31, 2023 we had a total stock-based compensation expense of $ 691,674,
this is comprised of $ 260,007
 in restricted stock unit compensation expense,
and $ 2,502,571 of stock-based compensation expense in connection
with the exercise of investor-based warrants

 Stock-based
Compensation Expense

 The
impact on our results of operations of recording stock-based compensation expense for the years ended December 31, 2023 and 2022 was
as follows:

of Stock-based Compensation Expense

 2023

 2022

 Years Ended

 2023

 2022

 General and administrative

 $
 161,593

 $
 262,060

 Sales and marketing

 359,253

 113,838

 Engineering, research, and development

 170,828

 211,712

 Total

 $
 691,674

 $
 587,610

 As
of December 31, 2023, there was approximately $ 2,180,739 of unearned stock-based compensation that will be expensed from 2024 through
2028. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or
cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase
to the extent we grant additional equity awards.

 Stock
Option Valuation Assumptions

 We
calculated the fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The ranges of
assumptions were used for the years ended December 31, 2023 and 2022:

of Stock Options Valuation Assumptions

 Years Ended

 2023

 2022

 Risk-free interest rate

 0.34 % to 0.44
 %

 0.25 % to 0.38
 %

 Expected life (years)

 7.00

 7.00

 Expected dividend yield

 —

 —

 Expected volatility

 72.88 %
to 83.03
 %

 72.33 % to 76.15
 %

 The
risk-free interest rate assumption is based upon published interest rates appropriate for the expected life of our employee stock options.

 - 37 -

 The
expected life of the stock options represents the weighted-average period that the stock options are expected to remain outstanding and
was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards,
vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards.

 The
dividend yield assumption is based on our history of not paying dividends and no future expectations of dividend payouts.

 The
expected volatility in 2023 and 2022 is based on the historical publicly traded price of our common stock.

 Restricted
stock units

 The
following table summarizes restricted stock unit activity under our stock-based plans as of and for the years ended December 31, 2023
and 2022:

of Restricted Stock Unit Activity

 Weighted Average Grant Date Fair Value

 Weighted Average Remaining Contractual Term (Years)

 Aggregate Intrinsic Value

 Outstanding at December 31, 2021

 1,685,141

 $
 1.18

 —

 $
 1,180,407

 Awarded

 244,792

 $
 1.06

 —

 $
 260,579

 Outstanding at December 31, 2022

 1,929,933

 $
 1.04

 —

 $
 2,018,811

 Awarded

 414,104

 $
 0.63

 —

 $
 260,886

 Released

 ( 545,012
)

 $

 —

 $
 ( 588,613
)

 Outstanding at December 31, 2023

 1,799,025

 $
 0.94

 —

 $
 1,691,084

 Vested at December 31, 2023

 1,799,025

 $
 —

 —

 $
 1,691,084

 Unvested at December 31, 2023

 —

 $
 —

 —

 $
 —

 Unrecognized expense at December 31, 2023

 $
 —

 - 38 -

 2022

 On
March 29, 2022, the Company granted four independent directors a total of 78,420 restricted stock units. The units were valued at $ 65,002
or $ 0.829 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock
associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) March 29, 2025, (B) a change
in control of the Company, and (C) the termination of the director's service with the Company.

 On
May 16, 2022, the Company granted four independent directors a total of 54,168 restricted stock units. The units were valued at $ 65,002
or $ 1.20 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock
associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) May 16, 2025 (B) a change
in control of the Company, and (C) the termination of the director's service with the Company.

 On
September 30, 2022, the Company granted four independent directors a total of 65,100 restricted stock units. The units were valued at
 $ 65,002 or $.9985 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common
stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) September 30, 2025
(B) a change in control of the Company, and (C) the termination of the director's service with the Company.

 On
December 31, 2022 the Company granted four independent directors a total of 47,104 restricted stock units. The units were valued at $ 65,004
or $ 1.38 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common stock
associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) December 31, 2025, (B) a
change in control of the Company, and (C) the termination of the director's service with the Company.

 In
the twelve months ended December 31, 2022, the company recorded $ 260,010 in restricted stock units as board compensation.

 2023

 On
March 31, 2023, the Company granted four independent directors a total of 61,342 restricted stock units. The units were valued
at $ 65,002 or $ 1.05 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of
common stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) March 31, 2026,
(B) a change in control of the Company, and (C) the termination of the director's service with the Company.

 On
June 30, 2023, the Company granted four independent directors a total of 80,160 restricted stock units. The units were valued at $ 65,003
or $ 0.81 per share, based on the closing stock price on the date of the grant. All units vest immediately. The shares of common stock
associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) June 30, 2026, (B) a change
in control of the Company, and (C) the termination of the director's service with the Company.

 On
September 30, 2023, the Company granted four independent directors a total of 101,564 restricted stock units. The units were valued at
 $ 65,001 or $.64 per share, based on the closing stock price on the date of the grant. All units vest immediately. The shares of common
stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) September 30,2026,
(B) a change in control of the Company, and (C) the termination of the director's service with the Company.

 On
December 31, 2023 the Company granted four independent directors a total of 171,056 restricted stock units. The units were valued at
 $ 65,001 or $.38 per share, based on the closing stock price on the date of the grant. All units vested immediately. The shares of common
stock associated with the restricted stock units will be issued to each director upon the earliest to occur of (A) December 31, 2025,
(B) a change in control of the Company, and (C) the termination of the director's service with the Company.

 In
the twelve months ended December 31, 2023, the company recorded $ 260,007 in restricted stock units as board compensation.

 - 39 -

 Restricted
Stock Unit Compensation Expense

 The
impact on our results of operations of recording stock-based compensation expense for years ended December 31, 2023 and 2022 was as follows:

of Stock-based Compensation Expense

 2023

 2022

 Years Ended

 2023

 2022

 General and administrative

 $
 260,007

 $
 260,010

 Sales and Marketing

 —

 —

 Total

 $
 260,007

 $
 260,010

 10.
 Warrants to Purchase Common Stock

 The
following table summarizes investor warrant activity as of and for the years ended December 31, 2023 and 2022:

of Investor Warrants

 Weighted Average Exercise Price

 Weighted Average Remaining Contractual Term (Years)

 Outstanding at December 31, 2021

 3,246,690

 $
 2.26

 3.59

 Granted

 6,089,398

 $
 —

 —

 Exercised

 ( 3,188,190
)

 $
 —

 —

 Outstanding at December 31, 2022

 6,147,898

 $
 1.45

 2.27

 Granted

 9,563,787

 $
 —

 —

 Exercised

 ( 5,548,463
)

 $
 —

 —

 Outstanding at December 31, 2023

 10,163,222

 $
 0.94

 2.48

 We
did record stock-based compensation expense of $ 2,502,570 and $ 609,950
 for the years ended December 31, 2023 and 2022,
respectively in connection with the exercise of investor-based warrants.

 Warrants
Exercised in 2022

 On
February 9, 2022, 17 warrant holders exercised their common stock purchase warrant for 3,188,190 shares at the exercise price of $ 0.80
per share, resulting in additional capital of $ 2,550,553. As an inducement for the holder's exercise of the warrants, we issued
the holders' 3,188,190 new warrants to purchase common stock at $ 1.50 per share over a three -year period expiring in February 2025.
The Company recorded $ 609,950 of stock-based expense related to warrants issued during the warrant conversion offer on February 9, 2022.

 On
June 29, 2022, six private investors purchased 1,062,500 new warrants to purchase common stock at $ 1.50 per share over a three-year period
expiring in June 2025, and 1,062,500 shares at the exercise price of $ 0.80 per share, resulting in additional capital of $ 850,000.

 On
August 24, 2022, five private investors purchased 1,500,000 new warrants to purchase common stock at $ 1.50 per share over a three-year
period expiring in August 2025, and 1,500,000 shares at the exercise price of $ 0.80 per share, resulting in additional capital of $ 1,200,000.

 Warrants
Exercised in 2023

March 2023, 15 warrant holders exercised their common stock purchase warrant for 3,587,487 shares at the exercise price of $ 1.00 per
share, resulting in additional capital of $ 3,557,487. As an inducement for the holder's exercise of the warrants, we issued the
holders' 3,921,952 new warrants to purchase common stock at $ 2.00 per share over a three-year period expiring in February 2025.
The Company recorded $ 577,000 of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023.
The total estimated value of the warrants using the Black-Scholes Model is based on a volatility rate of 63 % and an option fair value
of $ 0.3216.

August and September of 2023, 18 warrant holders exercised their common stock purchase warrant for 1,906,976 shares at the exercise price
of $.82 per share, resulting in additional capital of $ 3,557,487. As an inducement for the holder's exercise of the warrants, we
issued the holders' 1,793,745 new warrants to purchase common stock at $.82 per share over a three-year period expiring between
August and September 2026. The Company recorded $ 1,146,047 of stock-based expense related to warrants issued during the warrant conversion
offer on September 6, 2023. The total estimated value of the warrants using the Black-Scholes Model is based on an average volatility
rate of 72 % and an option fair value of $ 0.2922.

the fourth quarter, 15 warrant holders were issued 3,749,999 warrants as an inducement for Convertible Notes issued at the exercise price
of $.60 per share, resulting in additional capital of $ 2,250,000. The Company recorded $ 471,425 of stock-based expense related
to warrants issued during the warrant conversion offer on September 6, 2023. The total estimated value of the warrants using the Black-Scholes
Model is based on an average volatility rate of 72 % and an option fair value of $ 0.2922.

 11.
 Income Taxes

 On
March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was enacted and signed into law in response to
the market volatility and instability resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts
certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the 2017 Act). The changes are mainly related
to: (1) the business interest expense disallowance rules for 2019 and 2020; (2) net operating loss rules; (3) charitable contribution
limitations; (4) employee retention credit; and (5) the realization of corporate alternative minimum tax credits. The Company does not
anticipate the application of the CARES Act provisions to materially impact the overall Consolidated Financial Statements.

 For
the years ended December 31, 2023 and 2022 the provisions for income taxes were as follows:

of Components of Income Tax Expense Benefit

 2023

 2022

 Federal – current

 $
 —

 $
 —

 State – current

 —

 —

 Foreign – current

 —

 —

 Total

 $
 —

 $
 —

 Under
ASC 740, deferred income tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

 - 40 -

 Significant
components of our net deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows:

of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets (liabilities):

 Net operating loss carryforwards

 $
 14,597,000

 $
 19,791,000

 Stock based compensation

 5,747,000

 4,781,000

 Accrued compensation

 235,000

 231,300

 Depreciation and amortization

 2,674,070

 3,305,000

 Other

 —

 —

 Total deferred tax assets

 23,253,000

 28,108,300

 Valuation allowance for net deferred tax assets

 ( 23,253,000
)

 ( 28,108,300
)

 Total

 $
 —

 $
 —

 The
Company has provided a valuation allowance against deferred tax assets recorded as of December 31, 2023 and 2022 due to uncertainties
regarding the realization of such assets.

 The
net change in the total valuation allowance for the year ended December 31, 2023 was an increase of approximately $ 4,855,300. The net
change in the total valuation allowance for the year ended December 31, 2022 was an increase of approximately $ 2,479,000. In assessing
the valuation of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during periods in which those temporary differences become deductible. The Company considers projected future taxable income and planning
strategies in making this assessment. Based on the level of historical operating results and projections for the taxable income for the
future, the Company has determined that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the
Company has recorded a valuation allowance to reduce deferred tax assets to zero. There can be no assurance that the Company will ever
be able to realize the benefit of some or all of the federal and state loss carryforwards, either due to ongoing operating losses or
due to ownership changes, which limit the usefulness of the loss carryforwards.

 As
of December 31, 2023, the Company has available net operating loss carryforwards of approximately $ 60,000,000 for federal income tax
purposes, which will start to expire in 2026. The net operating loss carryforwards for state purposes are approximately $ 57,000,000 and
will start to expire in 2028.

 The
difference between the provision for income taxes and income taxes computed using the U.S. federal income tax rate for the years ended
December 31, 2023 and 2022 was as follows:

of Effective Income Tax Rate Reconciliation

 2023

 2022

 Computed expected tax expense

 $
 ( 2,533,000
)

 $
 ( 2,088,000
)

 State taxes, net of federal benefit

 2,014,000

 ( 1,030,000
)

 Expiration of NOL carryforwards

 44,000

 ( 684,000
)

 Other

 2,253,000

 101,000

 Change in valuation allowance

 ( 1,778,000

)

 3,701,000

 Total

 $
 —

 $
 —

 The
Company has determined that during 2010 it experienced a "change of ownership" as defined by Section 382 of the Internal
Revenue Code. As such, utilization of net operating loss carryforwards and credits generated before the 2010 change in ownership will
be limited to approximately $ 207,000 per year until such carryforwards are fully utilized. The pre change net operating loss carryforward
was approximately $ 6,000,000. Since 2010 the Company has not conducted a study to assess whether a change of control has occurred or
whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a
study. If the Company has experienced a change of control, as defined by Section 382, at any time since 2010, utilization of the net
operating loss carryforwards tax credit carryforwards would be subject to further annual limitation under Section 382. Any limitation
may result in expiration of a portion of the net operating loss carryforwards before utilization.

 The
Company files income tax returns in the U.S. federal jurisdiction, Arizona, and California. Because the Company is carrying forward federal
and state net operating losses from 2006, the Company is subject to U.S. federal and state income tax examinations by tax authorities
for all years since 2006. The Company does not have a liability for any uncertain tax positions. As of December 31, 2023, no accrued
interest or penalties are recorded in the financial statements.

 - 41 -

 12.
 Fair Value Measurements of Financial Instruments

 The
following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2023:

of Fair Value Measurements Recurring and Nonrecurring

 Description

 Level 1

 Level 2

 Level 3

 Gains (Losses)

 Goodwill (non-recurring)

 $
 —

 $
 —

 —

 $
 —

 Intangibles, net (non-recurring)

 $
 —

 $
 —

 $
 65,916

 $
 —

 The
following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022:

 Description

 Level 1

 Level 2

 Level 3

 Gains (Losses)

 Goodwill (non-recurring)

 $
 —

 $
 —

 —

 $
 —

 Intangibles, net (non-recurring)

 $
 —

 $
 —

 $
 194,772

 $
 —

 The
Company recorded goodwill, intangible assets and an earn-out payable as a result its business combinations, and these assets were valued
with the assistance of a valuation consultant and consisted of Level 3 valuation techniques.

 The
Company's financial instruments consist of cash, accounts receivable, accounts payable, and accrued liabilities. The estimated
fair value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term
nature of these instruments. None of these instruments are held for trading purposes.

 13.
 Commitments and Contingencies

 Litigation

 Marina
Soliman v. Subway Franchisee Advertising Fund Trust, LTD, Second Circuit Court of Appeals, Case No. 22-1726 – this is putative
class action alleging that Defendant initiated telephone solicitations through text messages in violation of the Telephone Consumer
Protection Act, 47 U.S.C § 227 et al. ("TCPA"). The district court granted the defendant's motion to dismiss,
and our firm took over the defense of the matter after it was fully-briefed in the Court of Appeals. The matter has been under
submission with the Court since October 24, 2023. In the event that the Court reverses and remands the matter, the Company intends
to seek an individual settlement of the matter, and if one cannot be reached, the Company intends to vigorously defend the
matter.

 Operating
Lease

 We
entered into a new lease starting in February of 2021 for 8,898 square feet of office space located at 3133 W. Frye Road, Suite 215,
Chandler, Arizona. Monthly rental payments, excluding common area maintenance charges, will be $ 25,953 to $ 28,733. The first twelve months
of the lease included a 50 % abatement period. As of December 31, 2023, we have an operating lease asset balance for this lease of $ 770,623
and an operating lease liability balance for this lease of $ 936,924 recorded in accordance with ASC 842.

 14.
 Employee Benefit Plan

 The
Company has an employee savings plan (the "Plan") pursuant to Section 401(k) of the Internal Revenue Code (the "Code"),
covering all of its employees. Participants in the Plan may contribute a percentage of compensation, but not in excess of the maximum
allowed under the Code. The Company may make contributions at the discretion of its Board of Directors. During the years ended December
31, 2023 and 2022, the Company made no contributions to the Plan.

 - 42 -

 15.
 Related Party Transactions

 Related
Party Notes

 Secured
Promissory Notes

 On
June 30, 2021, we entered into a Credit Facility Agreement (the "Credit Agreement") with Thomas Akin, one of the Company's
directors (the "Lender"). The Credit Agreement was amended on November 11, 2022. The Company can borrow up to $ 6,000,000
under the Credit Agreement ("the "Credit Facility"). As of December 31, 2021, the Company had drawn a total of $ 3,478,125
including cash drawn in the amount of $ 3,206,250 and $ 271,875 of principal and accrued interest under the 2020 UP Note that was rolled
into the Credit Facility and had paid a total of $ 200,000 toward the principal balance of the loan,

 The
Credit Facility is secured by all of our tangible and intangible assets including intellectual property. This loan bears interest on
the unpaid balance at the rate of fifteen percent ( 15 %) per annum. The Company may prepay this loan without notice, penalty, or charge.
In consideration of the Lender's agreement to provide the Credit Facility, the Company issued warrants to purchase shares of its
common stock at an exercise price of $ 1.67 per share in connection with the issuance of funds under the Credit Agreement. The warrants
are exercisable for a period commencing upon issuance of the corresponding notes and ending 36 months after issuance of the financing.
In addition, the Company has agreed to issue to the Lender additional warrants entitling the Lender to purchase a number of shares of
the Company's common stock equal to twenty percent (20%) of the amount of the advances made divided by the volume-weighted average
price over the 30 trading days preceding the advance (the "VWAP"). Each warrant will be exercisable over a three-year period
at an exercise price equal to the VWAP.

 Under
the original terms of the Credit Agreement, the Company was to begin repaying the principal amount, plus accrued interest, in 24 equal
monthly installments commencing on June 30, 2022, and ending on June 30, 2024. On November 11, 2022, an amendment to the Credit Agreement
was signed. The amendment updated the payment terms to the following: "Without limiting the foregoing Section 2.3(a), Borrower
shall repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments commencing on January
31, 2023 and continuing thereafter on the last day of each month (or, if such last day is not a Business Day, on the Business Day immediately
preceding such last day. Interest on the unpaid Advances will accrue from the date of each Advance at a rate equal to fifteen percent
( 15 %) per annum. Interest will be calculated on the basis of 365 days in a year." The amendment raised the maximum amount of the
Credit Facility to $ 6,000,000. In addition, the interest which is accrued monthly between July 1, 2022, and December 31, 2022, will be
settled into equity. Common Stock will be issued at the end of each month at a rate of $ 1.08 per share of common stock in the amount
of the interest accrued for each month.

 On
August 22, 2023, the Company took a draw of an additional $ 150,000 under the Credit Agreement.

 On
September 20, 2023, the Company took a draw of an additional $ 250,000 under the Credit Agreement.

 On
October 3, 2023, the Company took a draw of an additional $ 300,000 under the Credit Agreement.

the twelve months ended December 31, 2023, a total of $ 812,928 of interest was accrued by the Company. Interest payable of $ 391,139 to
Thomas Akin was then surrendered to be converted and exchanged for the issuance of 362,335 shares of restricted common stock. The company
recorded a loss of settlement of interest payable of $ 10,315 and amortized discount expense of $ 112,114. A total of $ 425,502 in accrued
interest was accrued for the third and fourth quarter of 2023 and recorded to equity payable.

the twelve months ended December 31, 2023, the Company issued warrants to purchase an aggregate of 121,808 shares of its common stock
at the stated exercise price per share in connection with the issuance of funds under the Credit Agreement. The estimated aggregate fair
value of the warrants issued is $ 68,428 using the Black-Scholes option valuation model as of September 30, 2023.

 As
of December 31, 2023, the Company had drawn a total of $ 5,873,125 and we have accrued interest of $ 0, $ 812,711 of interest payable was
recorded to equity payable and a discount balance of $ 182,212.

 Unsecured
Promissory Note

 On
July 1, 2021, we entered into UP Notes in the aggregate principal amount of $ 271,875 with Talkot Fund LP and investor in the Company.
Each UP Note bears interest on the unpaid balance at the rate of fifteen percent ( 15 %) per annum and the principal and accrued interest
are due and payable no later than December 31, 2023. We may prepay any of the UP Notes without notice, subject to a two percent ( 2 %)
pre-payment penalty. The UP Note offer was conducted by our management and there were no commissions paid by us in connection with the
solicitation. The Company issued to Talkot Fund LP warrants to purchase an aggregate of 33,017 shares of its common stock at the stated
exercise price per share in connection with the issuance of funds under this Credit Agreement.

 On
August 13, 2022, the Lender agreed to postpone the 24-month repayment period to a later period commencing on January 31, 2022, and further
agreed that interest accrued on the loan between July 1, 2022 and December 31, 2022 is to be settled in shares of the Company's
common stock.

 As
of December 31, 20232, the Company had a principal balance of $ 271,875, and accrued interest of $ 76,147, that was recorded to Equity
Payable. A total of $ 20,504 of accrued interest was converted into 18,987 shares of common stock and the Company recorded a loss on settlement
of interest payable of $ 542.

 Related
Party Convertible Notes

the fourth quarter of 2023 the Company issued eight Convertible Notes payable to related parties for $ 2,000,000. As an inducement we
issued 3,333,332 warrants to purchase shares of our common stock at $.60 per share. Simple interest on the unpaid principal balance of
this Note will accrue at the rate of 8.0 % per annum. Accrual of interest will commence on the date of this Note, will continue until
this Note is fully paid, and will be payable in a single installment at maturity three years from the date the Convertible Note was issued.

 As
of December 31,2023 the Related Party Convertible Notes had a principal balance of $ 2,000,000 and accrued interest of $ 20,644.

 Related
Party Warrant Exercise

 On
March 2, 2023, Thomas Akin exercised his common stock purchase warrant for 749,987 shares at the exercise price of $ 1.00 per share, resulting
in additional capital of $ 749,987. As an inducement for the holder's exercise of the warrants, we issued the holder 374,994 new
warrants to purchase common stock at $ 2.00 per share over a three-year period expiring in March 2026. The Company recorded $ 120,598 of
stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value of
the warrants using the Black-Scholes Model is based on a volatility rate of 63 % and an option fair value of $ 0.3216.

 On
February 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 750,000 shares at the exercise price of $ 1.00 per
share, resulting in additional capital of $ 750,000. As an inducement for the holder's exercise of the warrants, we issued the holder
 375,000 new warrants to purchase common stock at $ 2.00 per share over a three -year period expiring in March 2026. The Company recorded
$ 120,600 of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated
value of the warrants using the Black-Scholes Model is based on a volatility rate of 63 % and an option fair value of $ 0.3216.

 On
August 7, 2023, Thomas Akin exercised his common stock purchase warrant for 426,830 shares at the exercise price of $.82 per share, resulting
in additional capital of $ 350,000. As an inducement for the holder's exercise of the warrants, we issued the holder 853,660 new
warrants to purchase common stock at $.82 per share over a three -year period expiring in March 2026. The Company recorded $ 178,136 of
stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value of
the warrants using the Black-Scholes Model is based on a volatility rate of 64 % and an option fair value of $ 0.2087.

 On
August 7, 2023, Talkot Fund LP exercised their common stock purchase warrant for 426,830 shares at the exercise price of $.82 per share,
resulting in additional capital of $ 350,000. As an inducement for the holder's exercise of the warrants, we issued the holder 853,660
new warrants to purchase common stock at $.82 per share over a three -year period expiring in March 2026. The Company recorded $ 178,136
of stock-based expense related to warrants issued during the warrant conversion offer on February 14, 2023. The total estimated value
of the warrants using the Black-Scholes Model is based on a volatility rate of 64 % and an option fair value of $ 0.2087.

 - 43 -

 16.
 Subsequent Events

 Convertible
Notes

January 2024, the Company issued three Convertible Notes to Thomas B. Akin for a total amount of $ 875,000.

February 2024, the Company issued three Convertible Notes to Thomas B. Akin for a total amount of $ 650,000.

March 2024, the Company issued two Convertible Notes to Thomas B. Akin for a total amount of $ 425,000.

April 2024, the Company issued two Convertible Notes to Thomas B. Akin for a total amount of $ 550,000.

 All
Convertible Notes accrue 8 % interest and are due three years from issuance.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized
and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated
and communicated to management to allow timely decisions regarding required disclosure.

 As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our president (our
principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December
31, 2023 (the "Evaluation Date"). Based on such evaluation and subject to the foregoing, such officers have concluded that,
as of the Evaluation Date, the Company's disclosure controls and procedures are not effective at the reasonable assurance level
to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and to ensure
that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated
and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.

 Management ' s
Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. The term "internal
control over financial reporting" is defined as a process designed by, or under the supervision of, an issuer's principal
executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors,
management and other personnel, 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 and includes those policies
and procedures that:

 (1)

 pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the issuer; and

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
 authorizations of management and directors of the issuer.

 - 44 -

 Under
the supervision of our Chief Executive Officer, being our principal executive officer, and our Chief Financial Officer, being our principal
financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2023 using the criteria established in Internal Control—2013 Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation
of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our
internal control over financial reporting was not effective as of December 31, 2023.

 As
a small company with limited resources that are mainly focused on the development and sales of software products and services, the Company
does not employ a sufficient number of staff in its finance department to possess an optimal segregation of duties or to provide optimal
levels of oversight. This has resulted in certain audit adjustments and management believes that there may be a possibility for a material
misstatement to occur in future periods while it employs the current number of personnel in its finance department.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report is not subject to attestation by our registered, public accounting firm pursuant to the rules of
the SEC that permit us to provide only management's report in this annual report.

 Changes
in Internal Control

 There
was no change in our internal control over financial reporting, as defined in Rules 13a-15(f)under the Exchange Act, that occurred during
the fiscal year ended December 31, 2023 and 2022 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information

the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted,
modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item
408(c) of Regulation S-K).

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required by this item is hereby incorporated by reference to the 2024 information statement for our (the "2024 Information
Statement"), or in an amendment to this Annual Report on Form 10-K (the "Form 10-K/A"), which we plan to file with
the SEC within 120 days after December 31, 2023.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act, requires our directors and executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes of ownership of common
stock and our other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to
furnish us with copies of all Section 16(a) forms they file.

 Based
upon a review of forms filed and information provided by the Company's officers and directors, we believe that all Section 16(a)
reporting requirements were met during fiscal year end 2023.

 - 45 -

 Item
11. Executive Compensation

 The
information required by this item is hereby incorporated by reference to the information to be included in the 2024 Information Statement
or, alternatively, in the Form 10-K/A, which we plan to file with the SEC within 120 days after December 31, 2023.

 Item
12. Security Ownership of Certain Beneficial Owners and Management

 The
information required by this item is hereby incorporated by reference to the information to be included in the 2024 Information Statement
or in the Form 10-K/A, which we plan to file with the SEC within 120 days after December 31, 2023.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required by this item is hereby incorporated by reference to the information to be included in the 2024 Information Statement
or in the Form 10-K/A, which we plan to file with the SEC within 120 days after December 31, 2023.

 Item
14. Principal Accounting Fees and Services

 The
information required by this item is hereby incorporated by reference to the information to be included in the 2024 Information Statement
or in the Form 10-K/A, which we plan to file with the SEC within 120 days after December 31, 2023.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 (a)(1)
Financial Statements

 The
following Consolidated Financial Statements of Mobivity Holdings Corp. appear beginning on page 22 herein:

 Report
 of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Consolidated Financial Statements

 (a)(2)
Financial Statement Schedules

 The
schedules required to be filed by this item have been omitted because of the absence of conditions under which they are required, or
because the required information is included in the financial statements or the notes thereto.

 - 46 -

 (a)(3)
Exhibits

 EXHIBIT

 Exhibit
 Number

 Description

 3.1

 Restated Articles of Incorporation filed with the Nevada Secretary of State on August 12, 2022 (1)

 3.2

 Bylaws (2)

 3.3

 Amendment No. 1 to Bylaws (3)

 3.4

 Amendment No. 2 to the Bylaws, effective as of May 20, 2013 (8)

 4.1

 Description of Capital Stock (9)

 10.1

 Employment Agreement dated December 24, 2010 with Dennis Becker (4)**

 10.2

 2013 Stock Incentive Plan of the Company adopted July 18, 2013 (6) **

 10.3

 Loan and Security Agreement dated November 14, 2018 between the Company and Wintrust Bank (7)

 10.4

 Employment Agreement dated December 7, 2020 with Lisa Brennan* **

 10.5

 Mobivity Holdings Corp. 2016 Stock Incentive Plan* **[A1]

 10.6

 Mobivity Holdings Corp. 2022 Equity Incentive Plan (10) **

 10.7

 Form of Restricted Stock Unit Award Agreement under 2022 Equity Incentive Plan (Director Form)*

 10.8

 Form of Restricted Stock Unit Award Agreement under 2022 Equity Incentive Plan (Employee Form)* **

 10.9

 Form of Non-Qualified Stock Option Agreement under 2022 Equity Incentive Plan (Director Form)*

 10.10

 Form of Non-Qualified Stock Option Agreement under 2022 Equity Incentive Plan (Employee Form)* **

 10.11

 Amended and Restated Credit Facility Agreement, dated as of November 11, 2022, between Mobivity Holdings Corp. and Thomas B. Akin (11)

 10.12

 Convertible Note, dated as of November 15, 2022 (11)

 10.13

 Amendment No. 1 to Amended and Restated Credit Facility Agreement and Convertible Notes, dated as of January 31, 2023, between Mobivity Holdings Corp. and Thomas B. Akin (12)

 10.14

 Form of Exercise Notice for Offer to Amend and Exercise completed March 16, 2023 (13)

 10.15

 Form of New Warrant issued March 16, 2023 (13)

 21.1

 List of Subsidiaries (7)

 31.1

 Certification of Principal Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of Principal Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 Certification of Principal Chief Executive Officer, and Interim Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 The
 following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2023, formatted
 Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements*

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith

 **

 Indicates
 management compensatory plan, contract or arrangement

 (1)

 by reference to the Company's Quarterly Report on Form 10-Q filed August 15, 2022

 (2)

 by reference to the Registration Statement on Form S-1 filed with the SEC on October 20, 2008, File No. 333-154455

 (3)

 by reference to the Company's Current Report on Form 8-K filed December 2, 2011

 (4)

 by reference to the Company's Current Report on Form 8-K filed January 18, 2011

 (5)

 by reference to the Company's Current Report on Form 8-K filed August 10, 2012

 (6)

 by reference to the Company's Quarterly Report on Form 10-Q filed August 14, 2013

 (7)

 by reference to the Company's Annual Report on Form 10-K filed April 15, 2019

 (8)

 by reference to the Company's Current Report on Form 8-K filed May 24, 2013

 (9)

 by reference to the Company's Quarterly Report on Form 10-K filed March 30, 2022

 (10)

 by reference to the Company's Registration Statement on Form S-8 filed September 22, 2022

 (11)

 by reference to the Company's Quarterly Report on Form 8-K filed November 17, 2022

 (12)

 by reference to the Company's Registration Statement on Form 8-K filed February 6, 2023

 (13)

 by reference to the Company's Registration Statement on Form 8-K filed March 16, 2023

 Item
16. Form 10-K Summary

 None.

 - 47 -

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.

 DATE:
 April 16, 2024

 MOBIVITY
 HOLDINGS CORP.

 /s/
 Skye Fossey-Tomaske

 Skye
 Fossey-Tomaske

 Interim
 Chief Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Thomas Akin

 Chairman
 of the Board (Principal Executive Officer)

 April

 /s/
 Skye Fossey-Tomaske

 Interim
 Chief Financial Officer (Principal Financial Officer and Principle Accounting Officer)

 April

 /s/
 Philip Guarascio

 Director

 April

 /s/
 Ben Weinberger

 Director

 April

 /s/
 Doug Schneider

 Director

 April

 /s/
 Dennis Becker

 Director

 April

 - 48 -