This Management's Discussion and Analysis of Financial Condition and Results of
Operations is intended to provide a reader of our financial statements with a
narrative from the perspective of our management on our financial condition,
results of operations, liquidity and certain other factors that may affect our
future results. The following discussion and analysis should be read in
conjunction with: (i) the accompanying unaudited condensed consolidated
financial statements and notes thereto for the three and six months ended June
30, 2021 and 2020, (ii) the consolidated financial statements and notes thereto
for the year ended December 31, 2020 included in our Annual Report on Form 10-K
(the "Form 10-K") filed with the Securities and Exchange Commission (the "SEC")
on March 23, 2021 and (iii) the discussion under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Form 10-K. Aside from certain information as of December 31, 2020, all amounts
herein are unaudited.



Forward-Looking Statements



In addition to historical financial information, the following discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. See "Forward-Looking Statements." Our results and the timing of
selected events may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including those
discussed under "Item 1A. Risk Factors" in Part II of this report and "Item 1A.
Risk Factors" in the Form 10-K.



Overview



We are a leading communications software innovator that powers multimedia social
applications. We operate a leading network of consumer applications that we
believe create a unique social media enterprise where users can meet, see, chat,
broadcast and message in real time in a secure environment with others in our
network. Our consumer applications generate revenue principally from
subscription fees and advertising arrangements.



We believe that the scale of our user base presents a competitive advantage in
the video social networking industry and provides growth opportunities to
advance existing products with up-sell opportunities and build future brands
with cross-sell offers. We also believe that our proprietary consumer app
technology platform can scalably support large communities of users in
activities such as video, voice and text chat and provide robust user
monetization tools.



Our continued growth depends on attracting new consumer application users through the introduction of new applications, features and partnerships and further penetration of our existing markets. Our principal growth strategy is to invest in the development of proprietary software, expand our sales and marketing efforts with respect to such software, and increase our consumer application user base through potential platform partnerships and new and existing advertising campaigns that we run through internet and mobile advertising networks, all while balancing the capital needs of the business.

Our strategy is to approach these opportunities in a measured way, being mindful of our resources and evaluating factors such as potential revenue, time to market and amount of capital needed to invest in the opportunity.

Background of Presentation and Recent Developments

August 2021 Underwritten Public Offering





On August 5, 2021, we announced the pricing and closing of a firm commitment
underwritten public offering of an aggregate of 1,333,310 shares of our common
stock (which includes 173,910 shares sold to the underwriter pursuant to the
full exercise of the underwriter's over-allotment option) at a public offering
price of $3.00 per share (the "August 2021 Offering"). The August 2021 Offering
was made pursuant to the Form S-1 (File No. 333-257036), initially filed with
the SEC on June 11, 2021, as subsequently amended and declared effective on
August 2, 2021. The August 2021 Offering was made only by means of a prospectus
forming a part of the effective registration statement.



We granted the underwriters a 45-day option to purchase up to an additional
173,910 shares of common stock at the public offering price less discounts and
commissions to cover over-allotments, which was exercised in full on August 5,
2021. The net proceeds to us from the August 2021 Offering were approximately
$3.5 million, after deducting underwriting discounts, commissions and other
estimated offering expenses.



In connection with the August 2021 Offering, our common stock was approved for
listing on The Nasdaq Capital Market under the symbol "PALT" and began trading
on The Nasdaq Capital Market on August 3, 2021.



Update on COVID-19



The World Health Organization declared COVID-19 a pandemic on March 11, 2020.
The global spread of the COVID-19 pandemic and the various attempts to contain
it have created significant volatility, uncertainty and economic disruption.
COVID-19 continues to have an unpredictable and unprecedented impact on the U.S.
economy as federal, state and local governments react to this public health
crisis with travel restrictions and potential quarantines. Although our core
multimedia social applications have been able to support the increased demand we
have experienced, the extent of the future impact of the COVID-19 pandemic on
our business is highly uncertain and difficult to predict. Adverse economic and
market conditions as a result of COVID-19 could also affect the demand for our
applications and the ability of our users to satisfy their obligations to us. If
the pandemic continues to cause significant negative impacts to economic
conditions, our results of operations, financial condition and liquidity could
be materially and adversely impacted.



                                       17





On April 13, 2020, to help ensure adequate liquidity in light of the
uncertainties posed by the COVID-19 pandemic, we applied for a loan under the
Small Business Administration ("SBA") Paycheck Protection Program under the
Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), and on May
3, 2020, we entered into a promissory note with an aggregate principal amount of
$506,500 (the "Note") in favor of Citibank, N.A., as lender (the "Lender"). On
January 13, 2021, the Note was fully forgiven by the SBA and the Lender in
compliance with the provisions of the CARES Act. We do not expect to incur
additional indebtedness under the CARES Act.



We continue to serve as a form of safe and entertaining communication during
this global pandemic, and in order to help those affected in hardest hit
countries, will continue to offer some of its group video conferencing services
free of charge to select countries.



Sale of Secured Communications Assets





As previously announced, on February 24, 2020, we entered into an Asset Purchase
Agreement, which was subsequently amended and restated on May 29, 2020 (the
"Amended and Restated Agreement") with SecureCo, LLC (the "Buyer"), pursuant to
which we agreed to sell substantially all of the assets related to its secure
communications business (the "Secured Communications Assets") to the Buyer (the
"Asset Sale"). The Secured Communications Assets included communication
solutions and operations capabilities for secure messaging and data
applications, and software and middleware for enterprise and government client
targets.



On July 23, 2020, we completed the Asset Sale for a cash purchase price of
$250,000, $150,000 of which was paid at closing and $100,000 of which is payable
in four equal installments over the fifteen-month period following the closing
of the Asset Sale. The Amended and Restated Agreement also provides for a
revenue sharing arrangement, pursuant to which we are entitled to receive
quarterly royalty payments ranging from 5% to 10% of certain revenues received
by the Buyer, with the aggregate amount of such royalty payments not to exceed
$500,000. On January 25, 2021, we received the first instalment of payment of
$25,000. We do not expect to continue to pursue secure communications products
or technology implementation services as part of our overall business strategy.



Operational Highlights and Objectives

During the three and six months ended June 30, 2021, we executed key components of our objectives:

? Completed an uplist of our shares of common stock to the Nasdaq Capital

Market, which began trading on The Nasdaq Capital Market on August 3, 2021,

under the Company's current ticker symbol "PALT";

? raised gross proceeds of approximately $3.5 million in connection with the

August 2021 Offering of 1,333,310 shares of common stock (which includes

173,910 shares sold to the underwriter pursuant to the full exercise of the

underwriter's over-allotment option) at a price to the public of $3.00 per

share;

? reported income from operations of $0.6 million and $1.0 million,

respectively, for the three and six months ended June 30, 2021, compared to

income from operations of $0.5 million and $0.2 million, respectively, for the


    three and six months ended June 30, 2020, primarily by growing revenue
    compared to the same period last year;



? achieved positive net cash flow of $0.9 million for the six months ended June

30, 2021 and positive cash flow from operations of $0.6 million, an

improvement of $0.2 million when compared to the six months ended June 30,


    2020; and




  ? released a private room functionality in our Paltalk application.



For the near term, our business objectives include:

? continuously improving and enhancing our live video chat applications,

including the integration of games, private rooms and other features focused

on new user acquisition, retention and monetization, which collectively are


    intended to increase usage and revenue opportunities;



? continuing to explore strategic opportunities, including, but not limited to,

potential mergers or acquisitions of other entities that are synergistic to


    our businesses;



? continuing to develop our consumer application platform strategy by seeking

potential partnerships with large third-party communities to whom we could

promote a co-branded version of our video chat products and potentially share


    in the incremental revenues generated by these partner communities;



? investing and developing new channels to find influencers on social media in


    order to scale current programming; and




  ? continuing to defend our intellectual property.




                                       18





Sources of Revenue



Our main sources of revenue are subscription, advertising and other fees
generated from users of our core video chat products. We expect that the
majority of our revenue in future periods will continue to be generated from our
core video chat products. We also generate technology service revenue under
licensing and service agreements that we negotiate with third parties which
includes development, integration, engineering, licensing or other services

that
we provide.



Subscription Revenue



Our video chat platforms generate revenue primarily through subscription fees.
Our tiers of subscriptions provide users with unlimited video windows and levels
of status within the community. Multiple subscription tiers are offered in
different durations depending on the product from one-, six- and twelve-month
terms, which continue to vary as we continue to test and optimize length and
pricing. Longer-term plans (those with durations longer than one month) are
generally available at discounted monthly rates. Levels of membership benefits
are offered in tiers, with the least membership benefits in the lowest paid tier
and the most membership benefits in the highest paid tier. Our membership tiers
are "Plus," "Extreme," "VIP" and "Prime" for Paltalk and "Pro," "Extreme" and
"Gold" for Camfrog. We also hold occasional promotions that offer discounted
subscriptions and virtual gifts.



We recognize revenue from monthly premium subscription services beginning in the
month in which the subscriptions are originated. Revenues from multi-month
subscriptions are recognized on a gross and straight-line basis over the length
of the subscription period. The unearned portion of subscription revenue is
presented as deferred revenue in the accompanying condensed consolidated balance
sheets.



We also offer virtual gifts to our users. Users may purchase credits that can be
redeemed for a host of virtual gifts such as a rose, a beer, or a car, among
other items. Virtual gift revenue is recognized upon the users' utilization of
the virtual gift and included in subscription revenue. The unearned portion of
virtual gifts revenue is presented as deferred revenue in the accompanying
condensed consolidated balance sheets.



Advertising Revenue



We generate a portion of our revenue through advertisements on our video
platforms. Advertising revenue is dependent upon the volume of advertising
impressions viewed by active users as well as the advertising inventory we place
on our products. We recognize advertising revenue as earned on a click-through,
impression, registration or subscription basis. Measurements of impressions
include when a user clicks on an advertisement (CPC basis), views an
advertisement impression (CPM basis), or registers for an external website via
an advertisement by clicking on or through our application (CPA basis).



Technology Service Revenue





Technology service revenue is generated under service and partnership agreements
that we negotiate with third parties which includes development, integration,
engineering, licensing or other services that we provide.



Secure Communications. During the first quarter of 2020, we received technology
service revenue in connection with our technology services agreement (the
"ProximaX Agreement") with ProximaX Limited ("ProximaX"). Effective June 24,
2019, we entered into a termination agreement with ProximaX (the "Termination
Agreement"), pursuant to which ProximaX was required to make certain payments to
us on a monthly basis through the remainder of 2019. Since there is no assurance
of collectability on the payments due under the Termination Agreement, revenue
is being recognized as the payments are received. As described above, we
recently sold our Secured Communications Assets. We do not anticipate generating
any material technology service revenue in the future or continuing to pursue
secure communications software solutions as part of our business strategy.




                                       19





Technology Partnerships. During the second and third quarter of 2020, we
recorded technology service revenue in connection with our agreement to serve as
a launch partner with Open Props, Inc. (formerly YouNow Inc., referred to herein
as "YouNow") and to integrate YouNow's prop's infrastructure (the "Props
platform") into our Camfrog and Paltalk applications (the "YouNow Agreement").
Pursuant to the terms of the YouNow Agreement, YouNow agreed to pay us, in
exchange for our services, an aggregate of 10.5 million cryptographic props
tokens ("Props tokens") upon the achievement of certain milestones as follows:
(i) 3.0 million Props tokens upon execution of the YouNow Agreement, (ii) 4.0
million Props tokens upon the integration of the Props platform in the Camfrog
application and (iii) 3.5 million Props tokens due upon the integration of the
Props platform in the Paltalk application. The upfront fee is recognized as
revenue under the output method based on the direct measurements of the value of
services transferred to date to the customer, relative to the remaining services
under the YouNow Agreement. The milestones fees were recognized as revenue on
the completion dates of integration services performed during the second and
third quarters of 2020.



Once the integration of Props tokens into our Paltalk and Camfrog applications
was completed, we began receiving Props tokens for providing a validator service
and for allowing users to participate in the loyalty platform. The loyalty
platform is intended to drive engagement and incentivize users financially by
providing users with the ability to earn Props tokens while using the Paltalk
and Camfrog applications. During the third and fourth quarters of 2020, we
received an aggregate of 1.1 million Props tokens for the validator service and
13.5 million Props tokens under the loyalty platform. During the six months
ended June 30, 2021, we received 351 thousand Props tokens for the validator
service and 7.2 million Props tokens under the loyalty platform. The number of
Props tokens earned and reserved by users for the year ended December 31, 2020
and for the six months ended June 30, 2021 was 4.0 million and 2.1 million,
respectively, which is recorded under "digital tokens payable" in the condensed
consolidated balance sheets, and the net revenue earned is recorded under
"technology service revenue" in the condensed consolidated statements of income.
The total net revenue value is recognized as earned.



For the year ended December 31, 2020, we determined the fair value of the Props
tokens by converting them into U.S. dollars using an independent third-party
valuation. Digital tokens earned, receivable or payable before June 30, 2020,
were recorded based on a $0.02 fair value estimated at the end of the reporting
period. Digital tokens earned, receivable or payable from July 1, 2020 through
December 31, 2020 were recorded based on an estimated fair value of $0.039.

For the three and six months ended June 30, 2021, we determined the fair value of the Props tokens using observable daily quoted market prices on multiple international exchanges, as recorded on CoinmarketCap.

During the three and six months ended June 30, 2021, we sold approximately 2.9 million Props tokens for proceeds of $304,000.





We expect that our future business development partnerships are likely to
contain pricing and other custom terms based on the needs of the client, which
may include compensation in the form of cash or cryptocurrency tokens or a mix
of cash and cryptocurrency tokens.



Costs and Expenses



Cost of revenue



Cost of revenue consists primarily of compensation (including stock-based
compensation) and other employee-related costs for personnel engaged in data
center and customer care functions, credit card processing fees, hosting fees,
and data center rent and bandwidth costs. Cost of revenue also includes
compensation and other employee-related costs for technical personnel and
subcontracting costs relating to technology service revenue.



                                       20




Sales and marketing expense





Sales and marketing expense consist primarily of advertising expenditures and
compensation (including stock-based compensation) and other employee-related
costs for personnel engaged in sales and sales support functions. Advertising
and promotional spend includes online marketing, including fees paid to search
engines, and offline marketing, which primarily consists of partner-related
payments to those who direct traffic to our brands.



Product development expense



Product development expense, which relates to the development of technology of
our applications, consists primarily of compensation (including stock-based
compensation) and other employee-related costs that are not capitalized for
personnel engaged in the design, testing and enhancement of service offerings as
well as amortization of capitalized website development costs.



General and administrative expense





General and administrative expense consists primarily of compensation (including
non-cash stock-based compensation) and other employee-related costs for
personnel engaged in executive management, finance, legal, tax and human
resources and facilities costs and fees for other professional services. General
and administrative expense also includes depreciation of property and equipment
and amortization of intangible assets.



Impairment loss on digital tokens


Impairment loss on digital tokens results from the daily assessment of the Props
tokens' quoted market prices, as reflected on CoinmarketCap, and adjusting the
recorded carrying amount to the amount equal to the lowest quoted market price
during the period in which the Props tokens are held. During the three and six
months ended June 30, 2021, we recorded a non-cash impairment charge in the
amount of $184,737, which is reported in our accompanying condensed consolidated
statements of income as a result of recent decline in the quoted market prices
below the market price of their acquisition.



Key Metrics



Our management relies on certain non-GAAP and/or unaudited performance
indicators to manage and evaluate our business. The key performance indicators
set forth below help us evaluate growth trends, establish budgets, measure the
effectiveness of our advertising and marketing efforts and assess operational
efficiencies. We also discuss net cash provided by operating activities under
the "Results of Operations" and "Liquidity and Capital Resources" sections
below. Subscription bookings and Adjusted EBITDA are discussed below.



                                               Three Months Ended               Six Months Ended
                                                    June 30,                        June 30,
                                              2021            2020            2021            2020
Subscription bookings                      $ 3,109,478     $ 3,415,548     $ 6,213,916     $ 6,000,812
Net cash provided by operating
activities                                 $   515,933     $   405,903     $   611,988     $   422,795
Net income                                 $   821,684     $   531,541     $ 1,738,413     $    93,157
Adjusted EBITDA                            $   668,649     $   593,793     $ 1,203,825     $   472,341
Adjusted EBITDA as percentage of total
revenues                                          19.6 %          17.6 %          17.7 %           7.7 %




                                       21




Subscription Bookings





Subscription bookings is a financial measure representing the aggregate dollar
value of subscription fees and virtual gifts purchases received during the
period. We calculate subscription bookings as subscription revenue recognized
during the period plus the change in deferred subscription revenue recognized
during the period. We record subscription revenue from subscription fees as
deferred subscription revenue and then recognize that revenue ratably over the
length of the subscription term or ratably over usage for virtual gifts. Our
management uses subscription bookings internally in analyzing our financial
results to assess operational performance and to assess the effectiveness of,
and plan future, user acquisition campaigns. We believe that this financial
measure is useful in evaluating the performance of our consumer applications
because we believe, as compared to subscription revenue, it is a better
indicator of the subscription activity in a given period. We believe that both
management and investors benefit from referring to subscription bookings in
assessing our performance and when planning, forecasting and analyzing future
periods.



While the factors that affect subscription bookings and subscription revenue are
generally the same, certain factors may affect subscription bookings more or
less than such factors affect subscription revenue in any period. While we
believe that subscription bookings is useful in evaluating our business, it
should be considered as supplemental in nature and it is not meant to be a
substitute for subscription revenue recognized in accordance with generally
accepted accounting principles in the United States ("GAAP").



Adjusted EBITDA



Adjusted EBITDA is a non-GAAP financial measure. Adjusted EBITDA is defined as
net income adjusted to exclude interest expense (income), net, other expense
(income), net, gain on the extinguishment of term debt, provision for income
taxes, gain on office lease termination, realized gain (loss) from sale of
digital tokens, impairment loss on digital tokens, depreciation and amortization
expense and stock-based compensation expense.



We present Adjusted EBITDA because it is a key measure used by our management
and Board of Directors to understand and evaluate our core operating performance
and trends, to develop short- and long-term operational plans and to allocate
resources to expand our business. In particular, the exclusion of certain
expenses in calculating Adjusted EBITDA can provide a useful measure for
period-to-period comparisons of the cash operating income generated by our
business. We believe that Adjusted EBITDA is useful to investors and others to
understand and evaluate our operating results, and it allows for a more
meaningful comparison between our performance and that of competitors.



Our use of Adjusted EBITDA has limitations as an analytical tool, and you should
not consider this performance measure in isolation from or as a substitute for
analysis of our results as reported under GAAP. Some of these limitations are:



? Adjusted EBITDA does not reflect cash capital expenditures for assets

underlying depreciation and amortization expense that may need to be replaced


    or for new capital expenditures;




  ? Adjusted EBITDA does not reflect our working capital requirements;




  ? Adjusted EBITDA does not consider the potentially dilutive impact of
    stock-based compensation;



? Adjusted EBITDA does not reflect the realized gain (loss) from sale of digital


    tokens;




  ? Adjusted EBITDA does not reflect the impairment loss on digital tokens;



? Adjusted EBITDA does not reflect the gain on the extinguishment of term debt,

gain on office lease termination and the provision for income taxes; and

? other companies, including companies in our industry, may calculate Adjusted

EBITDA differently, which reduces its usefulness as a comparative measure.






                                       22




Limitations of Adjusted EBITDA


Because of these limitations, you should consider Adjusted EBITDA alongside
other financial performance measures, including various cash flow metrics, net
income and our other GAAP results. The following table presents a reconciliation
of net income, the most directly comparable financial measure calculated and
presented in accordance with GAAP, to Adjusted EBITDA for each of the periods
indicated:



                                              Three Months Ended              Six Months Ended
                                                   June 30,                       June 30,
                                              2021           2020           2021            2020
Reconciliation of Net income to Adjusted
EBITDA:
Net income                                 $  821,684     $  531,541     $ 1,738,413     $   93,157
Interest expense (income), net                    420          1,210          (2,047 )      (10,977 )
Other expense (income), net                         -         (4,589 )             -         56,042
Gain on extinguishment of term debt                 -              -        (506,500 )            -
Provision for income taxes                      2,200          2,500           3,300          5,000
Gain on office lease termination                    -       (141,001 )             -       (141,001 )
Realized gain (loss) from sale of
digital tokens                               (247,293 )                     (247,293 )       23,838
Impairment loss on digital tokens             184,737              -         184,737              -
Depreciation and amortization expense          99,243        146,949         194,189        299,893
Stock-based compensation expense             (192,342 )       57,183       

(160,974 )      146,389
Adjusted EBITDA                            $  668,649     $  593,793     $ 1,203,825     $  472,341




Results of Operations


The following table sets forth condensed consolidated statements of income data for each of the periods indicated as a percentage of total revenues:





                                               Three Months Ended              Six Months Ended
                                                    June 30,                       June 30,
                                              2021            2020            2021           2020
Total revenue                                   100.0 %         100.0 %         100.0 %        100.0 %
Costs and expenses:
Cost of revenue                                  18.5 %          20.3 %          18.8 %         21.4 %
Sales and marketing expense                       7.5 %           6.5 %           7.6 %          6.8 %
Product development expense                      38.0 %          37.2 %          38.2 %         41.1 %

General and administrative expense               13.7 %          20.3 %          18.1 %         28.0 %
Impairment loss on digital tokens                 5.4 %             - %    

      2.7 %            - %
Total costs and expenses                         83.1 %          84.3 %          85.4 %         97.3 %
Income from operations                           16.9 %          15.7 %          14.6 %          2.7 %

Interest income (expense), net                   (0.0 )%         (0.0 )%          0.0 %          0.2 %
Gain on extinguishment of term debt                 - %             - %           7.5 %            - %
Realized gain (loss) from sale of
digital tokens                                    7.2 %             - %           3.6 %         (0.4 )%
Other income (expense), net                         - %           0.1 %             - %         (0.9 )%
Income from operations before provision
for income taxes                                 24.1 %          15.8 %          25.7 %          1.6 %
Provision for income taxes                       (0.1 )%         (0.1 )%   

     (0.0 )%        (0.1 )%
Net income                                       24.0 %          15.7 %          25.7 %          1.5 %




                                       23




Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020





Revenue



Total revenue increased to $3,415,803 for the three months ended June 30, 2021 from $3,380,475 for the three months ended June 30, 2020. This increase was primarily driven by technology service revenue.





The following table sets forth our subscription revenue, advertising revenue,
technology service revenue and total revenue for the three months ended June 30,
2021 and the three months ended June 30, 2020, the increase or decrease between
those periods, the percentage increase or decrease between those periods, and
the percentage of total revenue that each represented for those periods:



                                                                                                       % Revenue
                                 Three Months Ended               $                %              Three Months Ended
                                      June 30,                 Increase        Increase                June 30,
                                2021            2020          (Decrease)      (Decrease)          2021           2020
Subscription revenue         $ 3,121,909     $ 3,210,619     $    (88,710 )          (2.8 )%         91.4 %         95.0 %
Advertising revenue               75,462          57,856           17,606            30.4 %           2.2 %          1.7 %

Technology service revenue       218,432         112,000          106,432  

         95.0 %           6.4 %          3.3 %
Total revenues               $ 3,415,803     $ 3,380,475     $     35,328             1.0 %         100.0 %        100.0 %




Subscription Revenue



Our subscription revenue for the three months ended June 30, 2021 decreased by
$88,710, or 2.8%, as compared to the three months ended June 30, 2020. The
decrease in subscription revenue was primarily driven by decreased activity in
the United States from our existing users in the Camfrog application. This
decrease is offset by an increase in the Vumber application's subscription
revenue resulting from an increase in the work-from-home trend as a result

of
the COVID-19 pandemic.



Advertising Revenue



Our advertising revenue for the three months ended June 30, 2021 increased by
$17,606, or 30.4%, as compared to the three months ended June 30, 2020. The
increase in advertising revenue was primarily due to an increase in the volume
of advertising impressions related to changes in third-party advertising
partners.



Technology Service Revenue



Our technology service revenue increased by $106,432, or 95.0%, as compared to
the three months ended June 30, 2020. The increase in technology service revenue
was driven by technology service revenue generated by the distribution of Props
tokens under the YouNow Agreement.



                                       24





Costs and Expenses



Total costs and expenses for the three months ended June 30, 2021 decreased by
$11,021, or 0.4%, as compared to the three months ended June 30, 2020. The
following table presents our costs and expenses for the three months ended June
30, 2021 and 2020, the increase or decrease between those periods and the
percentage increase or decrease between those periods and the percentage of
total revenue that each represented for those periods:



                                                                                                  % Revenue
                            Three Months Ended               $               %               Three Months Ended
                                 June 30,                Increase        Increase                 June 30,
                           2021            2020         (Decrease)      (Decrease)          2021             2020
Cost of revenue         $   630,582     $   685,430     $   (54,848 )          (8.0 )%         18.5 %           19.6 %
Sales and marketing
expense                     255,204         221,416          33,788            15.3 %           7.5 %            6.3 %
Product development
expense                   1,298,767       1,255,884          42,883             3.4 %          38.0 %           36.0 %
General and
administrative
expense                     469,502         687,083        (217,581 )         (31.7 )%         13.7 %           19.7 %
Impairment loss on
digital tokens              184,737               -         184,737           100.0 %           5.4 %              - %
Total costs and

expenses                $ 2,838,792     $ 2,849,813     $   (11,021 )          (0.4 )%         83.1 %           81.6 %




Cost of revenue



Our cost of revenue for the three months ended June 30, 2021 decreased by $54,848, or 8.0%, as compared to the three months ended June 30, 2020. The decrease was primarily driven by a reduction of $44,550 in user monitoring services for the three months ended June 30, 2021.





Sales and marketing expense



Our sales and marketing expense for the three months ended June 30, 2021
increased by $33,788, or 15.3%, as compared to the three months ended June 30,
2020. The increase in sales and marketing expense for the three months ended
June 30, 2021 was primarily due to an increase of $19,874 in salary and related
expenses driven by an increased headcount as we grow our focus on social media.



Product development expense



Our product development expense for the three months ended June 30, 2021
increased by $42,883, or 3.4%, as compared to the three months ended June 30,
2020. The increase in product development expense was primarily driven by an
increase in software expense of approximately $53,300 offset by a decrease in
salary and related expenses of $18,300.



General and administrative expense


Our general and administrative expense for the three months ended June 30, 2021
decreased by $217,581, or 31.7%, as compared to the three months ended June 30,
2020. The decrease in general and administrative expense for the three months
ended June 30, 2021 was primarily due to a stock compensation expense reversal
of $218,700 resulting from the forfeiture of an unvested performance stock
option award and the deferral of professional fees in connection with the August
2021 Offering.


Impairment loss on digital tokens





The Company recorded a non-cash impairment loss on digital token of $184,737 for
the three months ended June 30, 2021 as a result of recent declines in the
quoted market prices of certain digital tokens below the market price of their
acquisition.



                                       25





Non-Operating Income



The following table presents the components of non-operating income for the
three months ended June 30, 2021 and the three months ended June 30, 2020, the
increase between those periods and the percentage increase between those periods
and the percentage of total revenue that each represented for those periods:



                                                                                           % Revenue
                           Three Months Ended                                         Three Months Ended
                                June 30,                 $             %                   June 30,
                           2021          2020        Increase      Increase          2021             2020
Interest expense, net   $     (420 )   $  (1,210 )   $     790          65.3 %          (0.0 )%          (0.0 )%
Realized gain from
sale of digital
tokens                     247,293             -       247,293         100.0 %           7.2 %              - %

Other income                     -         4,589        (4,589 )      (100.0 )%            - %            0.1 %
Total non-operating
income                  $  246,873     $   3,379     $ 243,494       7,206.1 %           7.2 %            0.1 %




Non-operating income for the three months ended June 30, 2021 was $246,873, a
net increase of $243,494, or 7,206.1%, as compared to non-operating income of
$3,379 for the three months ended June 30, 2020. The increase in non-operating
income was driven by the realized gain from sale of digital tokens of $247,293.



Income Taxes



Our provision for income taxes consists of federal and state taxes, as
applicable, in amounts necessary to align the Company's year-to-date tax
provision with the effective rate that it expects to achieve for the full year.
For the three months ended June 30, 2021 and 2020, the Company recorded an
income tax provision of $2,200 and $2,500, respectively, consisting primarily of
state and local taxes.


As of June 30, 2021, our conclusion regarding the realizability of our US deferred tax assets did not change and we have recorded a full valuation allowance against them.

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020





Revenue



Revenue increased to $6,787,805 for the six months ended June 30, 2021 from
$6,101,217 for the six months ended June 30, 2020. The increase was driven by an
increase in subscription revenue of $400,532 along with an increase of $247,296
in technology service revenue as a result of revenue generated from the YouNow
Agreement.



The following table sets forth our subscription revenue, advertising revenue,
technology service revenue and total revenues for the six months ended June 30,
2021 and the six months ended June 30, 2020, the increase between those periods,
the percentage increase between those periods and the percentage of total
revenues that each represented for those periods:



                                                                                                 % Revenue
                                  Six Months Ended                                            Six Months Ended
                                      June 30,                   $             %                  June 30,
                                2021            2020         Increase       Increase         2021          2020
Subscription revenue         $ 6,261,274     $ 5,860,742     $ 400,532            6.8 %         92.2 %        96.0 %
Advertising revenue              152,283         113,523        38,760           34.1 %          2.2 %         1.9 %
Technology service revenue       374,248         126,952       247,296          194.8 %          5.6 %         2.1 %
Total revenues               $ 6,787,805     $ 6,101,217     $ 686,588           11.3 %        100.0 %       100.0 %




                                       26





Subscription Revenue - Our subscription revenue for the six months ended June
30, 2021 increased by $400,532, or 6.8%, as compared to the six months ended
June 30, 2020. The increase in subscription revenue was primarily driven by
increased activity from our existing users in the Paltalk application. The
Paltalk application also experienced a change in the proportion of revenue
generated between revenue from subscriptions and revenue from virtual gifts due
to strategic alignment of the frequency of promotions. In addition, we had an
increase in the Vumber application's subscription revenue resulting from an
increase in the work-from-home trend as a result of the COVID-19 pandemic.



Advertising Revenue - Our advertising revenue for the six months ended June 30,
2021 increased by $38,760, or 34.1%, as compared to the six months ended June
30, 2020. The increase in advertising revenue was primarily due to an increase
in the volume of advertising impressions related to changes in third-party
advertising partners.



Technology Service Revenue - Our technology service revenue for the six months
ended June 30, 2021 increased by $247,296, or 194.8%, as compared to the six
months ended June 30, 2020. The increase in technology service revenue was
mainly driven by technology service revenue generated by the YouNow Agreement.



Costs and Expenses



Total costs and expenses for the six months ended June 30, 2021 reflect a
decrease in costs and expenses of $132,225, or 2.2%, as compared to the six
months ended June 30, 2020. The following table presents our costs and expenses
for the six months ended June 30, 2021 and 2020, the increase or decrease
between those periods, the percentage increase or decrease between those periods
and the percentage of total revenues that each represented for those periods:



                                                                                                 % Revenue
                             Six Months Ended                $               %               Six Months Ended
                                 June 30,                Increase        Increase                June 30,
                           2021            2020         (Decrease)      (Decrease)          2021           2020
Cost of revenue         $ 1,277,297     $ 1,308,154     $   (30,857 )          (2.4 )%         18.8 %         21.1 %
Sales and marketing
expense                     512,655         413,086          99,569            24.1 %           7.6 %          6.6 %
Product development
expense                   2,596,031       2,506,580          89,451             3.6 %          38.2 %         40.3 %
General and
administrative
expense                   1,231,212       1,706,337        (475,125 )         (27.8 )%         18.1 %         27.5 %
Impairment loss on
digital tokens              184,737               -         184,737           100.0 %           2.7 %            - %
Total costs and
expenses                $ 5,801,932     $ 5,934,157     $  (132,225 )          (2.2 )%         85.4 %         95.5 %




Cost of revenue - Our cost of revenue for the six months ended June 30, 2021
decreased by $30,857, or 2.4%, as compared to the six months ended June 30,
2020. The decrease for the six months ended June 30, 2021 was primarily driven
by a reduction of $31,730 in salary and related expenses resulting from reduced
headcount, offset by an increase in payment processing costs.



Sales and marketing expense - Our sales and marketing expense for the six months
ended June 30, 2021 increased by $99,569, or 24.1%, as compared to the six
months ended June 30, 2020. The increase in advertising revenue was primarily
due to an increase of $53,867 from the volume of advertising impressions and an
increase of $36,640 in salary and related expenses driven by an increased
headcount as we grow our focus on social media.



                                       27





Product development expense - Our product development expense for the six months
ended June 30, 2021 increased by $89,451, or 3.6%, as compared to the six months
ended June 30, 2020. The increase was primarily due to an increase in software
consulting expense of $116,885, offset by a reduction of $55,758 in compensation
expenses related to the terminated ProximaX Agreement.



General and administrative expense - Our general and administrative expense for
the six months ended June 30, 2021 decreased by $475,125, or 27.8%, as compared
to the six months ended June 30, 2020. The decrease in general and
administrative expense for the six months ended June 30, 2021 was primarily due
to a stock compensation expense reversal of $218,700 resulting from the
forfeiture of an unvested performance stock option award, a reduction in rent
expense of $115,103 and the deferral of professional fees in connection with the
August 2021 Offering.


Impairment loss on digital tokens

We recorded a non-cash impairment loss on digital token of $184,737 for the three months ended June 30, 2021 as a result of recent declines in the quoted market prices of certain digital tokens below the market price of their acquisition.





Non-Operating Income (Loss)



The following table presents the components of non-operating income (loss) for
the six months ended June 30, 2021 and the six months ended June 30, 2020, the
increase or decrease between those periods, the percentage increase or decrease
between those periods and the percentage of total revenues that each represented
for those periods:



                                                                                               % Revenue
                           Six Months Ended              $                %                Six Months Ended
                               June 30,               Increase         Increase                June 30,
                          2021          2020         (Decrease)       (Decrease)          2021           2020

Interest income         $   2,047     $  10,977     $     (8,930 )
(81.4 )%          0.0 %          0.2 %
Other expense, net              -       (56,042 )         56,042            100.0 %           0.0 %         (0.9 )%
Realized gain (loss)
from sale of digital

tokens                    247,293       (23,838 )        271,131          1,137.4 %           3.6 %         (0.4 )%

Gain on
extinguishment of
term debt                 506,500             -          506,500            100.0 %           7.5 %            - %
Total non-operating
income (loss)           $ 755,840     $ (68,903 )   $    824,743          1,197.0 %          11.1 %         (1.1 )%




Non-operating income (loss) for the six months ended June 30, 2021 increased by
$640,006, or 928.9%, as compared to the six months ended June 30, 2020. The
increase resulted from the gain on extinguishment of term debt of the $506,500
of proceeds from the Note received in order to help ensure adequate liquidity in
light of the uncertainties posed by the COVID-19 pandemic and a gain from sale
of digital tokens of $247,293.



Income Taxes



Our provision for income taxes consists of federal and state taxes, as
applicable, in amounts necessary to align the Company's year-to-date tax
provision with the effective rate that it expects to achieve for the full year.
For the six months ended June 30, 2021 and 2020, the Company recorded an income
tax provision of $3,300 and $5,000, respectively, consisting primarily of state
and local taxes.


As of June 30, 2021, our conclusion regarding the realizability of our US deferred tax assets did not change and we have recorded a full valuation allowance against them.





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