LOOKSMART : CONSOLIDATED FINANCIAL STATEMENTS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2021

LOOKSMART GROUP, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE TWELVE MONTHS ENDED

DECEMBER 31, 2021

CONSOLIDATED BALANCE SHEETS (unaudited)

(In thousands, except par value)

Dec 31	Dec 31
2021	2020
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$ 425	$ 228
Short-term investments	36	36
Total cash, cash equivalents and short-term investments	461	264
Trade accounts receivable, net	489	351
Prepaid expenses and other current assets	869	873
Total current assets	1,819	1,488
Long-term investments	-	-
Property and equipment, net	1,010	1,078
Other assets, net	418	418
Total assets	$ 3,247	$ 2,984
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Short-term Notes Payable	-	$ -
Trade accounts payable	$ 511	$ 259
Accrued liabilities	$ 152	184
Deferred revenue and customer deposits	824	824
Current portion of capital lease obligations	-	-
Total current liabilities	1,487	1,267
Long-term debt	3,994	3,634
Long-term portion of deferred rent	-	-
Total liabilities	5,481	4,901
Commitment and contingencies	-
Stockholders' equity:
Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at June 30, 2015 and December 31 , 2014	-	-
Common stock, $0.30 par value; Authorized: 80,000 shares; Issued and
Outstanding: 57 shares at both December 31, 2021 and December 31,
2020 (all numbers in thousands except par value)	17	17
Additional paid-in capital	263,102	263,102
Accumulated other comprehensive loss	(730)	(730)
Accumulated deficit	(264,374)	(264,049)
Treasury stock at cost: 130 shares at both September 30, 2018 and
December 31, 2018	(249)	(249)
Total stockholders' equity	(2,234)	(1,917)
Total liabilities and stockholders' equity	$ 3,247	$ 2,984

LOOKSMART GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (in 000's, unaudited)

LOOKSMART GROUP, INC.

Twelve Months Ended Dec 31,
2021	2020
Revenue	$ 1,856	$ 869
Cost of revenue	1,291	647
Gross profit	565	222
Operating expenses:
Sales and marketing	53	58
Product development and technical operations	263	253
General and administrative	520	367
Restructuring charge	-	-
Total operating expenses	836	678
Income from operations	(271)	(456)
Non-operating income (expense), net
Interest income	-	-
Interest expense	(54)	(54)
Other income (expense), net	-	-
Income from operations before income taxes	(325)	(510)
Income tax expense	-	-
Net Income	$ (325)	$ (510)
Net Earnings per share - Basic and Diluted
Loss from operations	$ (5.70)	$ (8.95)
Net loss per share - Basic and Diluted	$ (5.70)	$ (8.95)
Weighted average shares outstanding (in thousands) used in computing basic and diluted net loss per share	57	57

STATEMENT OF RETAINED EARNINGS

(In thousands)

(Unaudited)

Particulars (in thousands)	Amount (in $)
Retained Earnings (Accumulated Losses) as of 1st January 2021	$ (264,049)
Add: Net Income (loss) Earned During 2020	-$325
($264,374)
Less: Dividend Paid to the Shareholders	$0
Retained Earnings as of 31st Dec 2021	($264,374)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, Unaudited)

Cash flows from operating activities: Net Income(Loss)

Adjustment to reconcile net loss to net cash used in operating activities: Depreciation and amortization

Provision for doubtful accounts Share-based compensation Other non-cash charges Deferred rent

Deferred lease incentive Restructuring charge

Changes in operating assets and liabilities: Trade accounts receivable

Prepaid expenses and other current assets Other current assets

Trade accounts payable Accrued liabilities

Deferred revenue and customer deposits

Net cash generated(used) in operating activities Cash flows from investing activities:

Purchase of investments

Proceeds from sale of investments Proceeds from sale of equipment Payments for property and equipment Purchase of intangible assets

Net cash provided by investing activities Cash flows from financing activities: Principal payments of capital lease obligations Proceeds from short-term debt

Proceeds from additional paid-in capital Proceeds from long-term debt

Payments for repurchase of common stock

Net cash generated(used) in financing activities

Effect of exchange rate changes on cash and cash equivalents Increase(decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period

Supplemental disclosure of cash flow information: Interest paid

Income taxes paid

Supplemental disclosure of noncash activities: Assets acquired through capital lease obligations Change in unrealized gain (loss) on investments

Twelve MonthsEnded Dec 31,2021

$ (325)

76

2020

$ (510)

78

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--

--

(138)

4-

252

(32)

-

(163)

------

-92

2 -

(209)

13 -

- - - - - -

---360-360-197228$ 425

$ 54 $ -

$ -$ -

- - 469 - 469 - (79) 307 $ 228

• $ 54

• $ -

• $ -

LOOKSMART GROUP, INC.

1. Summary of Significant Accounting Policies a. Nature of Operations

LookSmart Group, Inc. ("LookSmart" or the "Company") was organized in 2015 and is incorporated in the State of Nevada. LookSmart Group was spun-off from its predecessor, LookSmart Limited ("Predecessor"), as a result of a reverse merger and spin-off transaction (the "Transaction") with Pyxis Tankers("Pyxis").

Prior to the execution of the Merger Agreement, the Predecessor transferred all of its businesses, assets and liabilities to the Company in anticipation of the Spin-Off of Company from the Predecessor. The Company has assumed all liabilities of the Predecessor, and the liabilities of the Predecessor's former subsidiaries. Upon completion of the Spin-Off, all of the Predecessor's shares of the common stock shall be cancelled and Company shall be 100% owned by the Predecessor's stockholders of record as of the record date set for said distribution. As a result of the Spin-off, each share of the Predecessor received one share of LookSmart Group common stock. Following the merger, LookSmart Group had a total of 5,768,851 shares of common stock issued and outstanding. The Company's stock is traded in the OTCMarkets Pinksheets. On March 23, 2017, The company effected a 1 for 100 reverse split and paid out fractional shares. The company paid out a total of $5,800 to fractional shareholders. As a result of the split, the par value also had a 1-for-100 reverse split. The par value of the common stock share is $0.30. This transaction is treated as a share repurchase. This transaction reduced the shares outstanding to 57,200 shares of common stock issued and outstanding. As of September 30, 2018, there are 57,200 shares outstanding.

LookSmart operates in a large programmatic online advertising ecosystem serving ads that target user queries on partner sites. We are one of the very few providers who handle programmatic media buying on both Tier1 (Facebook, Google, Bing and Yahoo) and Tier2 channels (any other site beyond Google, Bing, Facebook and Yahoo).

LookSmart offers search advertising customers targeted search via a monitored search advertising distribution network using the Company's "AdCenter" platform technology. The Company's search advertising network includes publishers and search advertising customers, including intermediaries and direct advertising customers and their agencies as well as self-service customers in the United States and certain other countries.

LookSmart also offers advertisers the ability to buy graphical display advertising. LookSmart's trading desk personnel utilize DSP technology and licensed data from third party providers to buy targeted advertising on a real-time bidded basis. By leveraging our extensive historical search marketing network data along with performance data from a conversion pixel, LookSmart constructs models of the highest performing audiences, and targets them via exchange inventory. LookSmart offers its trading desk as a managed service.

In addition, Looksmart, under its "Clickable" and "Syncapse" brands, allows customers to manage paid, owned and earned media by providing a suite of solutions for social media marketers that include publishing, monitoring, data storage, compliance, management, ad placement and analytics.

Under the "Clickable" brand, Clickable is the only platform we know of that can listen from and push to unlimited number of channels almost simultaneously. Multinational brands, fast food and car service franchise chains use our platform to manage the social media and ratings of thousands of their franchisees and corporate owned locations.