SurgePays Inc 2025年季度报告

FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 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 number001-40992 SURGEPAYS, INC.(Exact name of registrant as specified in its charter) Nevada98-0550352(State or other jurisdiction of(I. R. S. Employer incorporation or organization)Identification No.) 901-302-9587(Registrant’s telephone number, including area code) Not applicable(Former name, former address, and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate 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 1934during 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 filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and postsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” 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 anynew or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes☐No☒ The number of shares of the registrant’s common stock outstanding as of November 12, 2025 was21,041,455shares. Page(s)Consolidated Balance Sheets3Consolidated Statements of Operations4Consolidated Statements of Changes in Stockholders’ Equity5 - 6Consolidated Statements of Cash Flows7Notes to Consolidated Financial Statements8 -712 SurgePays, Inc. and SubsidiariesConsolidated Balance Sheets SurgePays, Inc. and SubsidiariesConsolidated Statements of Cash Flows(Unaudited) SURGEPAYS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSSEPTEMBER 30, 2025 Note 1 -Organization and Nature of Operations Organization and Nature of Operations SurgePays, Inc. (“SurgePays,” “we,” or the “Company”) is a telecommunications and financial technology company focused on delivering wirelessconnectivity and point-of-sale solutions to underserved and value-conscious communities across the United States. The Company’s mission is toenhance access to essential digital services where people live, shop, and work. We operate through three primary business segments: (1) our MVNO wireless brands, (2) our MVNE enablement platform (HERO), and (3) our point-of-sale (POS) and fintech services. These businesses are supported through subsidiaries including SurgePhone Wireless, LLC, SurgePays Fintech, Inc.,ECS Prepaid, LLC, and Torch Wireless, LLC, among others. The Company and its subsidiaries are organized as follows: All of the following entities have nominal operations. SURGEPAYS, INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSSEPTEMBER 30, 2025 Discontinued Operations – LogicsIQ Segment Management’s Decision Effective December 31, 2024, the Company’s management elected to abandon its lead generation segment operations as part of a strategic reassessmentof its business lines. This decision followed a review by the Chief Operating Decision Maker (“CODM”, which is our Chief Executive Officer), whohad been regularly evaluating the segment’s financial performance and determined that its continued operation was no longer aligned with theCompany’s long-term strategic objectives. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company assessed whether the abandonment metthe criteria for classification as a discontinued operation. ASU 2014-08 provides that a discontinued operation must represent a strategic shift that has (orwill have) a major effect on an entity’s operations and financial results. The Company determined that this threshold was not met for the followingreasons: ●Revenue and Asset Impact: The lead generation segment contributed 0% of total consolidated revenue and less than 1% of