INTRODUCTORY COMMENT

Throughout this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “Blackboxstocks,” or the “Company” refers to Blackboxstocks Inc., a Nevada corporation.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q (the “Report”), we make forward-looking statements that involve substantial uncertainties and risks. When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect our future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in our other public reports and filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.

The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only the best assessment of management.

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Blackboxstocks Inc.

Balance Sheets

As of March 31,September 30, 2022 (Unaudited) and December 31, 2021

(Unaudited)

The accompanying notes are an integral part of these financial statements

Blackboxstocks Inc.

Statements of Operations

For the Three and Nine Months Ended March 31,September 30, 2022 and 2021

(Unaudited)

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

Blackboxstocks Inc.

Blackboxstocks Inc.

Statement of Stockholders’ Stockholders’ Equity (Deficit)

For the three months ended March 31,Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)

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

Blackboxstocks Inc.

Statements of Cash Flows

For the ThreeNine Months Ended March 31,September 30, 2022 and 2021

(Unaudited)

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

Blackboxstocks Inc.

Notes to Financial Statements

For the Three and Nine Months Ended March 31,September 30, 2022 and 2021

1. Organization

Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011, under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code.

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 10,000 stocks and up to 1,500,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, theThe Company has also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://www.blackboxstocks.com.

On November 10, 2021, the Company issued 2,400,000 shares of Common Stock in its initial public offering and concurrently was listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BLBX”.

2. Summary of Significant Accounting Policies

The accompanying interim unaudited financial statements and footnotes of Blackboxstocks Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Use of Estimates. The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP. Actual results could differ from those estimates.

Cash. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

Investments in Marketable Securities. The Company investshas invested in marketable securities which primarily consist of investments in mutual funds that hold commercial and government debt securities. These investments are recorded at fair value based on quoted prices at the end of the Company’s reporting period. Any realized or unrealized gains or losses are recognized in the accompanying statements of operations.

Recently Issued Accounting Pronouncements. During the three monthsperiod ended March 31,September 30, 2022, there were no new accounting pronouncements issued that management believes the adoption of which will have a material impact on the Company’s financial statements.

Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period. Because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

The Company had total potential additional dilutive securities outstanding at March 31,September 30, 2022, as follows:

Revenue Recognition. We operate under a software as a service (SaaS) model whereby we sell monthly and annual subscriptions allowing subscribers access to our platform. We recognize revenue over the subscription period (either monthly or annual) and record cash received but not yet earned as deferred revenueunearned subscriptions on our balance sheet. Additionally, the Company receives revenues from commissions and the sale of promotional products which are presented as other revenues on the accompanying statements of operations. Commission revenues are recognized as they are earned and revenues from the sale of promotional products are recognized upon shipment.

3. Marketable Securities

The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly and include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

The Company’s marketable securities are highly liquid and are quoted on major exchanges and are therefore classified as Level 1 securities. The following table summarizes the Company’s assets that were measured and recognized at fair value as of March 31,September 30, 2022:

4. Stockholders’ Equity (Deficit)

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

Shares of Series A Convertible Preferred Stock (“Series A Stock”) rank pari passu with the Company’s Common Stock with respect to dividend and liquidation rights. Additionally, each share entitles the holder to 100 votes. During 2021, 1,730,002 previously issued and outstanding shares of the Series A Stock were converted into Common Stock. All currently issued and outstanding shares of the Series A Stock are held by Gust Kepler, the Company’s Chairman and Chief Executive Officer (“Mr. Kepler”). The Company and Mr. Kepler entered into Conversion Rights Agreement dated effective as of October 14, 2021, limiting the rights of the holder(s) of our outstanding shares of Series A Stock to convert such shares into Common Stock on a one1-for -for-one1 basis as provided for in the Certificate of Designation of the Series A Stock (the “Designation Conversion Rights”). Pursuant to the terms of the Conversion Rights Agreement, the Designation Conversion Rights are limited and exercisable based upon the Company reaching the following market capitalization thresholds, measured on the last day of each calendar quarter:

The Agreement terminates when the last share of Series A Stock is either converted or the largest Market Capitalization Threshold is met.

On January 4, 2022, 86,387 shares of common stock were issued for the cashless exercise of a warrant for the purchase of 120,000 warrantsshares (Note 5).

On January 7, 2022, the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the Company’s common stock. The program will terminate on December 31, 2022, or when the $2,500,000 authorized has been fully utilized. As of March 28,September 30, 2022, the Company has repurchased 436,600615,748 shares for an aggregate purchase price of $859,612.$1,065,216.

On August 11, 2022, the Company entered into a services agreement whereby a third-party service provider would receive 36,000 shares of common stock vesting monthly over 12 months. As of September 30, 2022, 3,000 of the shares have vested and are included in common stock payable.

5. Warrants to Purchase Common Stock

The following table presents the Company’s warrants as of March 31,September 30, 2022:

At March 31,September 30, 2022, warrants for the purchase of 357,783374,449 shares were vested and warrants for the purchase of 80,55363,887 shares remained unvested. The Company expects to incur expenses for the unvested warrants totaling $308,176$244,416 as they vest.

6. Incentive Stock Plan

On August 4, 2021, our Board of Directors created and our stockholders approved the 2021 Blackboxstocks, Inc. Incentive Stock Plan (the “2021 Plan”) which became effective August 31, 2021. We have reserved 750,000On October 7, 2022 the Company’s stockholders approved an amendment and restatement of our outstanding shares of our common stock for issuance under the 2021 Plan.Plan to increase the maximum number of authorized shares reserved by 500,000 to a total of 1,250,000 shares. The 2021 Plan allows the Company, under the direction of the Board of Directors or a committee thereof, to make grants of stock options, restricted and unrestricted stock and other stock-based awards to employees, including our executive officers, consultants and directors.

In addition, On September 11, 2021, 6,048 shares of restricted common stock were granted on September 11, 2021 with 25% vesting at issuance and the remaining shares vesting quarterly over nine months. As of March 31,September 30, 2022, 4,536all 6,048 of the restricted common stock shares have vested and are included inbeen issued.

On August 11, 36,000 shares of restricted stock were granted with vesting occurring monthly for twelve months. On September 11, 2022, 29,412 shares of restricted common stock payable.were granted with 25% vesting quarterly over twelve months. As of September 30, 2022, 3,000 shares of the restricted common stock shares have vested.

The following table presents the Company’s options as of March 31,September 30, 2022:

At March 31,September 30, 2022, options to purchase 235,003294,192 shares were vested and options to purchase 417,497376,050 shares remained unvested. The Company expects to incur expenses for the unvested options totaling $631,614$530,130 as they vest.

7.9 Related Party Transactions

G2 International, Inc. (“G2”), which does business as IPA Tech Group (“IPA”), is a company wholly owned by Gust C. Kepler. As of December 31, 2020, the Company had a prepaid balance of $36,700 for public relations and marketing services with G2/IPA. These funds were utilized during the year ended December 31, 2021.

8.7. Debt

Notes Payable

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) the Company was awarded a loan of $130,200. The loan carries an interest rate of 1% and maturesmatured on May 1, 2022. During August 2021, the Company received partial loan forgiveness from the SBA reducing the principal balance of the note to $96,795. During December 2021, the terms of the note were amended to carry and interest rate of 1% and mature on May 4, 2025. As of March 31,September 30, 2022 and December 31, 2021, the unpaid balances of the note totaled $89,710$75,485 and $96,795, respectively.

On November 12, 2020, the Company executed a Loan Agreement with certain Lenders (“the Lenders”) and FVP Servicing LLC, as agent for the Lenders in connection with the issuance of a Notesenior secured note (the “FVP Note”) in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company also entered into an agreement with an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of one year after the loan is repaid and contains a right of first refusal to continue to provide such services in the future subject to certain limitations. Mr. Kepler executed a guaranty in favor of FVP in connection with the loan. Proceeds from the loan were used to repay thean existing senior secured loan balance of $100,000 along with accrued interest, settle certain outstanding trade payables in the amount of $133,880 and for general working capital purposes. In addition, the Company granted the LenderLenders a security interest in substantially all of its assets. As of March 31,September 30, 2022 and December 31, 2021, the unpaid balances of the noteFVP Note totaled $960,000$900,000 and $990,000, respectively.

On March 9, 2022 the Company and FVP amended the loan agreement to change the Debt Service Coverage Ratio measurement date from the quarter ended December 31, 2021 to the quarter ending September 30, 2022. The Company was in compliance with all debt covenants at March 31,September 30, 2022.The FVP Note was repaid in full at its maturity on November 14, 2022

9.8. Commitments and Contingencies

DuringIn August 2017 the Company acquired and was assigned all right, title and interest in an office lease with Teachers Insurance and Annuity Association of America (“TIAA”) for approximately 1,502 square feet of office space at 5430 LBJ Freeway, Dallas, Texas. During September 2017 the Company amended the lease to expand its space by approximately 336 square feet for a total of 1,838 square feet and extended the expiration date to September 30, 2022. The Company records rent expense associated with this lease on a straight-line basis in conjunction with the terms of the underlying lease.feet. On February 22, 2021 the Company amended its lease with Teachers Insurance and Annuity Association of America (“TIAA”) to expand its space by approximately 847 square feet for a total of 2,685 square feet and extended the expiration date to September 30, 2025. On April 14, 2021, the Company amended its lease with TIAA extending the lease expiration until September 30, 2028. The Company records rent expense associated with this lease on a straight-line basis in conjunction with the terms of the underlying lease. During the threenine months ended March 31,September 30, 2022, the Company’s office rental expenses totaled approximately $22,300.$71,700.

The table below shows the future lease payment obligations:

The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company’s financial statements.

9. Subsequent Events

On October 7, 2022 the Company’s stockholders approved an amendment and restatement to the 2021 Plan to increase the maximum number of authorized shares by 500,000 to a total of 1,250,000 shares. See Note 6.

On October 25, 2022, Blackboxstocks Inc. (the “Company”) received a written notification (the “Notification Letter”) from the Nasdaq Listing Qualifications (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and, at this time, the common stock will continue to trade on the Nasdaq Capital Market under the symbol “BLBX”.

The Notification Letter provides that the Company has 180 calendar days, or until April 24, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by April 24, 2023, the Company may then be eligible for additional 180 days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules

As discussed in Note 7 above, The FVP Note was repaid in full at its maturity on November 14, 2022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2021 as well as with our condensed financial statements and the notes thereto included elsewhere herein. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled “Risk Factors” and elsewhere in this Report.

Overview

Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software (the “Blackbox System”) employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. We continuously scan the New York Stock Exchange (“NYSE”), NASDAQ, Chicago Board Options Exchange (the “CBOE”) and other options markets, analyzing over 10,000 stocks and over 1,500,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recentlyhave also introduced a live audio/video feature that allows our members to broadcast on their own channels to share trading strategies and market insight within the Blackbox community. We employ a subscription based Software as a Service (“SaaS”) business model and maintain a growing base of users that spans 42 countries.

The Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from the end user by our simple and easy to navigate dashboard which includes real-time alerts, scanners, financial news, institutional grade charting and proprietary analytics.

We launched the Blackbox System web application for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the Blackbox System web application are sold on a monthly and/or annual subscription basis to individual consumers through our website at http://www.blackboxstocks.com.

Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “BLBX.” Our corporate website is located at http://www.blackboxstocks.com. We are not including the information contained in our website as part of, or incorporating it by reference into, this Report on Form 10-Q.

Significant Accounting Policies

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ending December 31, 2021 filed with the Securities and Exchange Commission on March 31, 2022.

Liquidity and Capital Resources

At March 31,September 30, 2022, we had cash and marketable securities totaling $8,573,762$5,356,556 as compared to cash and marketable securities totaling $10,442,379 at December 31, 2021. Our cash flows fromused in operations were ($793,188)3,493,223) for the threenine months ended March 31,September 30, 2022 as compared to $231,912($211,360) for the same period in the prior year.

Net cash used infrom investing activities for the threenine months ended March 31,September 30, 2022 was $85,094$2,886,780 as compared to 31,234($60,610) for the prior year period. The volume of marketable securities purchases and sales for the current quarterperiod was substantially the result of trading activity in a Company account that is used to research and test specific trading techniques. The account used for those specific activities had an account balance of approximately $100,000.$90,000. We expect our capital expenditures to remain at or below their current level through 2023.

Net cash used in financing activities was $896,697($1,176,526) for the threenine months ended March 31,September 30, 2022 as compared to $59,035($280,455) for the prior year period. The purchase of $859, 612$1,065,216 of commontreasury stock pursuant to the Company’s stock repurchase plan was the primary component of the use of cash.cash in the nine months ended September 30, 2022. During the nine months ended September 30, 2021, principal payments on debt totaling $417,056 were partially offset by sales of common stock totaling $138,006 The stock repurchase plan initially authorized the repurchase of up to $2,500,000 of the Company’s common stock and expires on December 31, 2022. The Company does not expect that it will fully utilize the total authorized amount of its stock purchase plan prior to December 31, 2022. The senior secured FVP Note with a principal balance of $900,000 at September 30, 2022 matured on November 14, 2022 and was repaid in full.

On November 9, 2021 the Company enter into an underwriting agreement pursuant to which it sold 2,400,000 shares of its Common Stock at an offering price of $5.00 in an underwritten public offering upon consummation of which our shares became listed on the NASDAQ Capital Market. Net proceeds to the Company after underwriting discounts and offering expenses were approximately $10,510,000. We expect to use proceeds from this offering to further develop our Blackbox System platform, expand our product offerings, fund marketing efforts to grow our subscriber base, as well as for general and administration expenses and other general corporate purposes.

We believe that the Company has sufficient capital resources to fund current operations and debt service requirements.

Results of Operations

Comparison of Three Months Ended March 31,September 30, 2022 and 2021

For the three months ended March 31,September 30, 2022 and 2021, our revenue was $1,272,486$1,219,150 and $1,489,668,$1,471,814, respectively, a decrease of 14.6%17%. We believe 2022 revenues werecontinue to be negatively impacted by a confluence of macro-economic factors including poor overall performance in the stock market, soaringhigh inflation and negativesluggish gross domestic product (GDP) growth during the first quarter of 2022.growth. The S&P 500 dropped by 4.9%24.1% during the first quarternine months of 2022 as compared to a gain of 5.8% in the first quarter of 2021.2022. In addition to the poor market performance, inflation of 7.5% as measured by the consumer price index (CPI) and a declineremained high at an average of 8.3% for the three months ended September 30, 2022 while GDP growth in GDPthe third quarter was only 2.6% annualized following two quarters of (1.4%)negative growth. We believe that these factors may have constricted disposable cash of prospective subscribers. Although we believe that our platform enables our subscribers to profit in both bull and bear markets, we attribute some of our decline in revenues to a higher level of hesitancy resulting from the poor macro-economic data. In order to combat this, we implemented a promotional program offering our software for $5 for the first month. This promotional offering was the firstprograms in March of its kind2022 and again in the Company’s history and was effective in increasing the subscriber totals but only contributed minimal revenue per user.August /September 2022 timeframe around Labor Day. Average users for the three months ended March 31,September 30, 2022 was 5,7095,197 as compared to 5,5755,535 for the prior year period and 5,749 for the quarter ended December 31, 2021.Total users of 7,400 as of March 31, 2022 included those new subscribers from the $5 promotion.period. Cost of revenues for the three months ended March 31,September 30, 2022 and 2021 were $579,962$492,991 and $395,775,$469,601, resulting in gross margins of 54%60% and 73%68%, respectively. The primary components of cost of revenues include costs related to data and news feed expenses for exchange information which comprise the majority of the costs, as well as the costs for program moderators. Cost of goods sold increased by $184,187$23,390 for the quarter ended March 31September 30 2022 as compared to the prior year primarily as a result of a 74%an increase in the cost of our program moderators and higher costs associated with our new broadcast enabled social media feature and news feeds.feature. As noted above, our promotional event resulted in increased user counts but limited revenue that offset the costs which resulted in unusually lowa lower gross margin percentage of 54%.60% as compared to 68% for the 2021 period.

For the three months ended March 31,September 30, 2022, operating expenses were $1,713,678$1,924,460 as compared to $948,761$1,501,142 for the same period in 2021, an increase of $764,917$423,318 or 81%28%. We experienced significantly higher expenditures in most of our expense categories for the 2022 period. Software development costs increased from $111,898 for the three months ended September 30, 2021 to $302,273 for the three months ended September 30, 2022, an increase of 170%. The increased software development costs were primarily the result of increased personnel costs including external contractors and were incurred for improvements to our platform and new product development. Advertising and marketing costs increased from $286,057 for the three months ended September 30, 2021 to $417,433 for the three months ended September 30, 2022, an increase of 46%. Selling, general and administrative expenses increased from $606,687$1,098,427 for the three months ended March 31,September 30, 2021 to $1,224,723$1,199,233 for the three months ended March 31,September 30, 2022, an increase of 102%9%. The increase in selling, general and administrative expenses of $618,036 was the largest dollar value component of the operating expense increase. The primary components of the increase were increases in salary and public investor relations which were partially offset by higher stock-based compensation public investor relations. Advertising and marketing expenses increased by $91,484 or 44% from $207,312 in the three months ended March 31, 2021 to $298,796 in the three months ended March 31, 2022. Software development costs also increased by $54,446 or 42% from $130,438 in the three months ended March 31, 2021 to $184,884 for the three months ended March 31, 2022. The increased software development costs were incurred for improvements to our platform including our online social media component, development of a native application and new product development.prior year period.

We expect to continue to incur increases in our operating costs for the foreseeable future. Expense increases for digital advertising and marketing activities, our primary advertising mechanism, should continue to increase with sales but may also increase as a result of additional strategies including but not limited to television advertising. Software development costs are also expected to increase as we expand our development team and invest in new products and features.

Our loss from operations for the three months ended March 31,September 30, 2022 was $1,021,154$1,198,301 as compared to incomea loss from operations of $145,132$498,929 for the prior year period. Lower sales and gross margin resulting from the $5 promotion in March of 2022promotions combined with higher operating expenses resulted in the loss from operations. Non-operating expenses for the three months ended March 31,September 30, 2022 were $221,289$110,141 as compared to $132,577$7,047 for the prior year period.

Comparison of Nine Months Ended September 30, 2022 and 2021

For the nine months ended September 30, 2022, we generated sales of $3,890,951 as compared to sales of $4,425,088 for the same period in 2021. As noted above, we believe that the macro-economic environment in 2022 has been detrimental to our sales. Our average subscriber count for the first nine months of 2022 increased from 5,503 for the nine months ended September 30, 2021 to 5,695, an increase of 3.5%. Although the subscriber count was higher for the 2022 period, revenues declined due to lower average revenues per subscriber, primarily resulting from the promotions described above. Cost of sales for the nine months ended September 30, 2022 were $1,572,380 as compared to $1,274,953 for the nine months ended September 30, 2021. The increase of $297,427 was primarily due to an increase in the cost of our program moderators and higher costs associated with our new broadcast enabled social media feature. As noted above, our promotional event resulted in increased user counts but limited revenue that offset the costs which resulted in a lower gross margin percentage of 60% as compared to 71% for the 2021 period.

For the nine months ended September 30, 2022, our operating expenses were $5,706,792 as compared to $3,621,454 for the same period in 2021. Selling general and administrative expenses increased to $3,615,430 for the nine months ended September 30, 2022 as compared to $2,320,841 for the same period in 2021, an increase of $1,294,589. The 2022 increase was driven primarily by higher personnel costs. In addition, investor relations expense and stock compensation were higher for the nine months ended September 30, 2022. Advertising and marketing expense increased to $1,242,573 for the nine months ended September 30, 2022 as compared to $840,557 for the prior year period reflecting a higher cost of acquiring new subscribers. The increase was partially attributable to approximately $153,000 of television advertising done in the second quarter. Software development costs increased from $445,591 for the nine months ended September 30, 2021 to $832,143 for the nine months ended September 30, 2022. The increased software development costs were primarily the result of increased personnel costs including outside contractors and were incurred for improvements to our platform including our online social media component, development of a native application which was released at the end of April and new product development.

EBITDA (Non-GAAP Financial Measure)

We report our financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). However, management believes the presentation of certain non-GAAP financial measures provides useful information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations, and that when GAAP financial measures are viewed in conjunction with the non-GAAP financial measures, investors are provided with a more meaningful understanding of the Company’s ongoing operating performance. In addition, these non-GAAP financial measures are among the primary indicators management uses (i) to compare operating performance on a consistent basis, (ii) for planning purposes including the preparation of its internal annual operating budget and (iii) as a basis for evaluating performance. For all non-GAAP financial measures in this release, we have provided corresponding GAAP financial measures for comparative purposes in the report.

EBITDA is defined by us as net income (loss) before interest expense, income tax, depreciation and amortization expense and certain non-cash. EBITDA is not a measure of operating performance under GAAP and therefore should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP. Also, EBITDA should not be considered as a measure of liquidity. Moreover, since EBITDA is not a measurement determined in accordance with GAAP, and thus is susceptible to varying interpretations and calculations, EBITDA, as presented, may not be comparable to similarly titled measures presented by other companies.

Reconciliation of net income (loss) to EBITDA

Reconciliation of net loss to EBITDA

The following table sets forth a reconciliation of net loss to EBITDA

Off Balance Sheet Arrangements

As of March 31,September 30, 2022, we did not have any material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, we are not required to provide the information required under this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Gust Kepler, our principal executive officer and Robert Winspear, our principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31,September 30, 2022, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, our principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of March 31,September 30, 2022, were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended March 31,September 30, 2022 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None.

Item 1A.  Risk Factors

Important risk factors that could affect our operations and financial performance, or that could cause results or events to differ from current expectations, are described in Part I, Item 1A, "Risk Factors” of our Annual Report on Form 10-K filed with the SEC on March 31, 2022 for the year ended December 31, 2021, as supplemented by the "Risk Factors" sections in our registration statement on Form S-1 filed with the SEC on October 5, 2021, as amended on November 5, 2021 and the information contained elsewhere in this Report. The risks and uncertainties described within our Form 10-K for the year ended December 31, 2021 and the registration statement, as amended, are not the only risks we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business or results of operations. 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Securities

On January 4, 2022, 86,387 shares of common stock were issued for the cashless exercise of 120,000 warrant shares.

The securities described above were privately offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act. We reasonably believed that each of the purchasers of such securities had access to information concerning its operations and financial condition, were acquiring the securities for their own account and not with a view to the distribution thereof, and each investor qualified as an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Furthermore, no "general solicitation" was made by the Company with respect to sale of any of the securities. At the time of their issuance, the securities described above were deemed to be restricted securities for purposes of the Securities Act and the documentation representing the securities bear legends and/or non-transfer provisions to that effect.

There have been no other sales of unregistered securities during the period covered by the Report that have not been previously reported as required in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and/or current reports on Form 8-K.

Use of Proceeds of Registered Securities

On January 7, 2022 the Company’s Board of Directors authorized a stock repurchase plan for up to $2,500,000 of the Company’s Common Stock. The program will terminate on December 31, 2022 or when the $2,500,000 authorized has been fully utilized. As of March 31,September 30, 2022, the Company has repurchased 436,600615,748 shares of common stock for an aggregate purchase price of $859,612.$1,065,216. This use of proceeds was not anticipated or disclosed in the Company’s prospectus.

Other than as described above, the proceeds of the public offering have been used as described in the prospectus to promote and market our Blackbox System platform and increase our subscriber base, and for general and administration expenses.

Purchases of Equity Securities by Issuer

The following table sets forth information regarding purchases made under the Company’s stock repurchase plan for up to $2,500,000 of the Company’s Common Stock. The program was authorized and publicly announced on January 7, 2022 and will terminate on December 31, 2022 or when the $2,500,000 authorized has been fully utilized.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

*          Filed herewith.

**       Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

*          Filed herewith.

**       Furnished herewith