SurgePays, Inc.

To the Board of Directors and Shareholders of

SurgePays, Inc. and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying balance sheet of SurgePays, Inc. and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statement of operations, stockholders’ equity, and cashflows for the year ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has an accumulated deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

Goodwill Impairment

The Company’s evaluation of goodwill for impairment, including the $3.3 million impairment charge recorded during the year, involved significant judgment. Management’s analysis required estimating the fair value of the reporting unit using assumptions about future cash flows, discount rates, and long-term growth. These assumptions are sensitive to changes in market and operating conditions, making the impairment assessment complex and subject to a high degree of estimation uncertainty.

How the Critical Audit Matter was Addressed in the Audit

Our audit procedures included evaluating the valuation methodology, testing key assumptions such as projected cash flows and discount rates, and comparing them to historical results and external market data. We involved valuation specialists to assess the reasonableness of the discount rate and other critical inputs, tested the underlying data for accuracy, and evaluated the adequacy of the Company’s related disclosures.

Revenue Recognition

The Company recognizes revenue from processing, service, and product solutions at the point in time when control transfers to the customer, based on contractual terms and system-generated transaction data. The Company also recognized revenue from the Affordable Connectivity Program and Lifeline program after services and products are delivered to eligible customers. Revenue is recognized after services and products have been delivered to an eligible customer. The volume of system-processed transactions, reliance on automated applications, and the judgment involved in determining when control transfers made the evaluation of revenue recognition and the sufficiency of audit evidence a matter requiring especially challenging auditor judgment.

How the Critical Audit Matter was Addressed in the Audit:

Our audit procedures included evaluating the Company’s revenue recognition policies and assessing their consistency with applicable accounting standards. We tested the design and operating effectiveness of controls over the initiation, processing, and recording of revenue transactions. For a sample of revenue transactions, we agreed amounts recognized to source documents, tested the mathematical accuracy of recorded revenue, and evaluated whether contractual terms that could affect revenue recognition were appropriately identified and considered by management. We also performed substantive procedures over significant revenue streams, assessed the accuracy and completeness of system-generated data used in revenue recognition, and evaluated the adequacy of the Company’s related disclosures.

Valuation of Financial Instruments

The Company’s valuation of the warrants, stock options, and equity securities required significant judgment in fair value. Management valued the stock options and warrants using the Black-Scholes option pricing model, which involves subjective assumptions such as stock price volatility, risk-free interest rates, dividend yield, and time to maturity. Equity securities were valued using quoted market prices.

How the Critical Audit Matter Was Addressed in the Audit:

Our audit procedures included evaluating the methodology of the valuation model used by the Company. We tested the valuation methodologies and key assumptions used by management, including performing independent recalculations. We also tested significant inputs in the Black-Scholes model—such as stock price, volatility, risk-free rate, dividend yield, and expected term and assessed whether they were reasonable in relation to market data and the Company’s historical information.

*/s/TAAD, LLP *

We have served as the Company’s auditor since 2025

Diamond Bar, California

April 15, 2026

To the Board of Directors and Stockholders of

SurgePays, Inc. & Subsidiaries

Bartlett, Tennessee

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of SurgePays, Inc. & Subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its consolidated operations and its consolidated cash flows for year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/Rodefer Moss & Co, PLLC

We served as the Company’s auditor from 2017 to 2025.

Johnson City, Tennessee

March 25, 2025