UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Indicate by ...

Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Commission file number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 80-09001 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Oth ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I) [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company reported increased revenue driven by a new segment but a wider net loss and a going concern issue Condensed Consolidated Balance Sheet (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $5,243,685 | $5,597,193 | | **Total Assets** | $8,146,925 | $8,984,773 | | **Total Current Liabilities** | $4,896,497 | $5,179,570 | | **Total Liabilities** | $5,561,433 | $5,876,868 | | **Total Stockholders' Equity** | $2,585,492 | $3,107,905 | Condensed Consolidated Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Total Revenues** | $2,052,880 | $1,484,852 | | **Total Costs and Expenses** | $2,969,093 | $2,308,329 | | **Loss from Continuing Operations** | ($916,213) | ($823,477) | | **Net Loss** | ($907,816) | ($770,689) | | **Net Loss per Share (Basic & Diluted)** | ($0.06) | ($0.06) | Condensed Consolidated Statement of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($288,583) | ($733,734) | | **Net cash used in investing activities** | ($1,791) | ($6,128) | | **Net cash provided by financing activities** | ($139,979) | $1,000,000 | | **Net (decrease) increase in cash** | ($429,111) | $224,774 | | **Cash and cash equivalents, end of period** | $2,973,586 | $2,342,343 | - The company's history of operating losses, an accumulated deficit of **$96.5 million**, and negative cash flow raise substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Revenue grew 38.3% due to the RemoteMore acquisition, but rising costs widened the net loss from continuing operations Total Revenue by Source (Q1 2022 vs Q1 2021) | Revenue Source | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change (Dollars) | Change (Percent) | | :--- | :--- | :--- | :--- | :--- | | Membership fees and related services | $196 | $264 | ($68) | (25.8)% | | Recruitment services | $1,333 | $1,175 | $158 | 13.4% | | Contracted software development | $477 | $0 | $477 | 100.0% | | Consumer advertising and marketing | $47 | $45 | $2 | 4.4% | | **Total Revenues** | **$2,053** | **$1,484** | **$569** | **38.3%** | Total Costs and Expenses (Q1 2022 vs Q1 2021) | Expense Category | Q1 2022 (in thousands) | Q1 2021 (in thousands) | Change (Dollars) | Change (Percent) | | :--- | :--- | :--- | :--- | :--- | | Cost of revenues | $862 | $261 | $601 | 230.3% | | Sales and marketing | $719 | $700 | $19 | 2.7% | | General and administrative | $1,107 | $1,318 | ($211) | (16.0)% | | Depreciation and amortization | $281 | $29 | $252 | 869.0% | | **Total Costs and Expenses** | **$2,969** | **$2,308** | **$661** | **28.6%** | - The company's liquidity shows cash of **$2.97 million** and a working capital surplus, but recurring negative cash flows and an accumulated deficit raise substantial doubt about its ability to continue as a going concern[156](index=156&type=chunk)[157](index=157&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (Non-GAAP) | Metric (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Loss from Continuing Operations | ($890) | ($756) | | Stock-based compensation | $124 | $106 | | Litigation settlement reserve | $17 | $0 | | Loss attributable to noncontrolling interest | $205 | $0 | | Depreciation and amortization | $281 | $30 | | Interest and other income | ($3) | $1 | | Income tax expense (benefit) | ($26) | ($67) | | **Adjusted EBITDA** | **($292)** | **($686)** | [Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This item is not applicable to the company for this reporting period - The company has indicated that there are no applicable quantitative and qualitative disclosures about market risk to report[186](index=186&type=chunk) [Controls and Procedures](index=39&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Based on an evaluation as of March 31, 2022, the CEO and CFO concluded that the company's **disclosure controls and procedures were effective**[187](index=187&type=chunk) - There were **no material changes** to the company's internal control over financial reporting during the first quarter of fiscal 2022[188](index=188&type=chunk) [PART II - OTHER INFORMATION](index=39&type=section&id=PART%20II) [Legal Proceedings](index=39&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) The company is involved in two notable legal proceedings for which it has recorded financial reserves - Subsidiary NAPW is a defendant in a case with a judgment of **$855,002**, for which the company has reserved[190](index=190&type=chunk) - The company and NAPW are parties to a proceeding alleging violations of the Fair Labor Standards Act, with a **$450,000 litigation settlement reserve** recorded[191](index=191&type=chunk) [Risk Factors](index=40&type=section&id=ITEM%201A%20RISK%20FACTORS) The company refers to its 2021 Annual Report for a detailed discussion of risk factors - For a detailed discussion of risk factors, the company refers to Part I, Item 1A, "Risk Factors" in its **2021 Annual Report on Form 10-K**[193](index=193&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company repurchased approximately $140,000 of its common stock under its existing buyback program - The company has a share repurchase program authorizing the purchase of up to **$2.0 million** of its outstanding common shares[194](index=194&type=chunk) Share Repurchases in Q1 2022 | Period | Total Shares Purchased | Average Price Paid per Share | Total Cost (approx) | | :--- | :--- | :--- | :--- | | Jan 2022 | 0 | $0.00 | $0 | | Feb 2022 | 64,770 | $0.98 | $63,475 | | Mar 2022 | 77,217 | $0.98 | $75,673 | | **Total Q1 2022** | **141,987** | **$0.9789** | **$140,000** | - As of March 31, 2022, the company had approximately **$1,860,000 of repurchase authority remaining** under the current Stock Buyback Plan[194](index=194&type=chunk) [Defaults Upon Senior Securities](index=41&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None[195](index=195&type=chunk) [Mine Safety Disclosures](index=41&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOUSRES) This item is not applicable to the company - Not applicable[196](index=196&type=chunk) [Other Information](index=41&type=section&id=ITEM%205%20OTHER%20INFORMATION) The company reported no other information for this period - None[197](index=197&type=chunk) [Exhibits](index=41&type=section&id=ITEM%206%20EXHIBITS) The filing includes required CEO/CFO certifications and Inline XBRL financial data files - Exhibits filed include **CEO and CFO certifications** (31.1, 31.2, 32.1) and various Inline XBRL documents for interactive data[198](index=198&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) (State or Other J ...

PART I [Financial Statements](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Unaudited consolidated financial statements show asset growth from acquisitions and financing, persistent deficit, and revenue increase from recruitment services despite net loss [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$9.80 million** by Sep 30, 2021, driven by cash and goodwill, while equity improved from stock issuances Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | September 30, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $4,092,473 | $2,117,569 | | Goodwill | $1,274,785 | $339,451 | | Total assets | $9,800,120 | $8,673,343 | | **Liabilities & Equity** | | | | Total current liabilities | $4,740,337 | $4,677,474 | | Total liabilities | $5,449,827 | $5,327,511 | | Accumulated deficit | $(94,509,710) | $(93,022,835) | | Total stockholders' equity | $4,350,293 | $3,345,832 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q3 2021 revenue grew **29.0%** to **$1.68 million**, with net loss significantly narrowing due to recruitment services growth Q3 2021 vs Q3 2020 Statement of Operations (Unaudited) | Metric | Three Months Ended Sep 30, 2021 ($) | Three Months Ended Sep 30, 2020 ($) | | :--- | :--- | :--- | | Total revenues | $1,683,015 | $1,305,522 | | Recruitment services revenue | $1,368,440 | $930,330 | | Loss from continuing operations | $(92,502) | $(920,582) | | Net loss attributable to PDN, Inc. | $(80,562) | $(941,687) | | Net loss per share | $(0.01) | $(0.07) | Nine Months 2021 vs 2020 Statement of Operations (Unaudited) | Metric | Nine Months Ended Sep 30, 2021 ($) | Nine Months Ended Sep 30, 2020 ($) | | :--- | :--- | :--- | | Total revenues | $4,628,032 | $3,239,649 | | Recruitment services revenue | $3,695,205 | $2,069,250 | | Loss from continuing operations | $(1,457,507) | $(4,148,699) | | Net loss attributable to PDN, Inc. | $(1,486,875) | $(4,272,655) | | Net loss per share | $(0.11) | $(0.39) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations improved, while financing activities provided **$4.44 million** from stock sales, increasing cash to **$4.09 million** Cash Flow Summary for Nine Months Ended Sep 30 (Unaudited) | Cash Flow Activity | 2021 ($) | 2020 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,193,188) | $(2,834,475) | | Net cash used in investing activities | $(1,279,278) | $(77,577) | | Net cash provided by financing activities | $4,444,950 | $4,927,905 | | **Net increase in cash** | **$1,974,904** | **$2,051,836** | - The acquisition of an equity interest in RemoteMore USA, Inc. was a significant investing activity, costing **$863,333**[19](index=19&type=chunk) - Financing activities were driven by proceeds from the sale of common stock, totaling approximately **$4.44 million**[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, going concern doubt, RemoteMore acquisition, discontinued China operations, and stock issuances - The company's accumulated deficit of **$94.5 million** and negative cash from operations raise substantial doubt about its ability to continue as a going concern. Future operations depend on raising capital and increasing revenue[26](index=26&type=chunk)[27](index=27&type=chunk) - On September 20, 2021, the company acquired a **45.62%** interest in RemoteMore USA, Inc. for an estimated purchase price of **$1,363,333**, resulting in **$935,334** of goodwill[62](index=62&type=chunk)[63](index=63&type=chunk) - The company's China operations have been discontinued. In April 2021, approximately **$2.9 million** was seized from the PDN China bank account by a Chinese court related to a case involving the company's former CEO[45](index=45&type=chunk)[46](index=46&type=chunk) - The company raised approximately **$4.5 million** in gross proceeds during the first nine months of 2021 through three separate sales of common stock[95](index=95&type=chunk)[96](index=96&type=chunk)[28](index=28&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) MD&A highlights **42.9%** revenue growth, reduced net loss, but expresses substantial doubt about going concern due to recurring losses [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Total revenues increased **42.9%** for nine months, driven by PDN Network growth, while G&A expenses decreased, narrowing net loss Revenue by Type - Nine Months Ended Sep 30 | Revenue Type | 2021 (in thousands) | 2020 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | Recruitment services | $3,695 | $2,069 | 78.6% | | Membership fees and related services | $761 | $1,056 | (27.9)% | | **Total revenues** | **$4,628** | **$3,239** | **42.9%** | Revenue by Segment - Nine Months Ended Sep 30 | Segment | 2021 (in thousands) | 2020 (in thousands) | % Change | | :--- | :--- | :--- | :--- | | PDN Network | $3,845 | $2,180 | 76.4% | | Other | $783 | $1,059 | (26.1)% | | **Total revenues** | **$4,628** | **$3,239** | **42.9%** | - General and administrative expenses for the nine months ended Sep 30, 2021, decreased by **$1.99 million** (**37.6%**) compared to the prior year, mainly due to reduced professional services charges and litigation settlement reserves[138](index=138&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and working capital improved from stock sales, but recurring losses and negative cash flow raise substantial doubt about going concern - The company had cash and cash equivalents of **$4,092,473** as of September 30, 2021, compared to **$2,117,569** at December 31, 2020[152](index=152&type=chunk) - Management states that recurring losses and negative cash flows raise substantial doubt about the company's ability to continue as a going concern[153](index=153&type=chunk) - The company raised approximately **$4.45 million** in cash from financing activities during the first nine months of 2021 through the sale of common stock[166](index=166&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Management anticipates that available funds may not be sufficient to meet working capital requirements for the next twelve months, necessitating further capital raises or revenue increases[158](index=158&type=chunk) [Critical Accounting Policies and Estimates](index=38&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Management identifies critical accounting policies requiring significant judgment for receivables, goodwill, software, business combinations, and revenue - Key critical accounting policies involve significant estimates for accounts receivable allowances, goodwill and intangible asset impairment, capitalized technology costs, business combinations, and revenue recognition[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Not applicable as the company is a smaller reporting company - Not applicable for this filing[183](index=183&type=chunk) [Controls and Procedures](index=40&type=section&id=ITEM%204%20CONTROLS%20AND%20PROCEDURES) Disclosure controls were ineffective due to persistent material weaknesses in revenue recognition and accounting procedures, with remediation ongoing - Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2021[184](index=184&type=chunk) - Material weaknesses in internal controls persist, including issues with revenue recognition policies, estimating allowance for doubtful accounts, and lack of formal accounting procedures[189](index=189&type=chunk)[190](index=190&type=chunk) - Remediation efforts in fiscal 2021 include expanding accounting staff, updating policies, and implementing a more robust accounting software which went live on October 1, 2021[190](index=190&type=chunk) PART II [Legal Proceedings](index=43&type=section&id=ITEM%201%20LEGAL%20PROCEEDINGS) Updates on legal matters include settlement of White Winston dispute, a judgment against NAPW, and a class-action labor lawsuit - The White Winston matter was settled; the company paid **$600,000** in cash and issued **150,000** shares of common stock[194](index=194&type=chunk) - A judgment of **$855,002** was entered against subsidiary NAPW in a lease dispute, for which the company has reserved[195](index=195&type=chunk) - The company is defending a labor law case (Deborah Bayne, et al. vs. NAPW, Inc.) and has recorded a **$450,000** litigation settlement reserve[196](index=196&type=chunk) [Risk Factors](index=43&type=section&id=ITEM%201A%20RISK%20FACTORS) Not required for smaller reporting companies - Smaller reporting companies are not required to provide the information required by this item[198](index=198&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=ITEM%202%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Company reports three significant equity sales in 2021, raising approximately **$4.5 million** in gross proceeds - February 1, 2021: Sold **500,000** shares in a private placement for gross proceeds of **$1,000,000**[199](index=199&type=chunk) - July 9, 2021: Sold **1,470,588** shares in a registered direct offering for gross proceeds of **$2,499,999.60**[200](index=200&type=chunk) - September 22, 2021: Sold **948,767** shares through a stock purchase agreement for gross proceeds of approximately **$1,000,000**[201](index=201&type=chunk) [Defaults Upon Senior Securities](index=44&type=section&id=ITEM%203%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) None reported - None[202](index=202&type=chunk) [Mine Safety Disclosures](index=44&type=section&id=ITEM%204%20MINE%20SAFETY%20DISCLOUSRES) Not applicable - Not applicable[203](index=203&type=chunk) [Other Information](index=44&type=section&id=ITEM%205%20OTHER%20INFORMATION) None reported - None[204](index=204&type=chunk) [Exhibits](index=44&type=section&id=ITEM%206%20EXHIBITS) The report lists several exhibits filed with the Form 10-Q, including CEO and CFO certifications and Inline XBRL documents - Exhibits filed include Sarbanes-Oxley certifications (**31.1, 31.2, 32.1**) and various Inline XBRL documents[206](index=206&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 number: 001-35824 Professional Diversity Network, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 80-0 ...

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2021 financials show revenue growth, narrowed net loss, declining assets, and significant going concern doubts [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to **$6.04 million** by March 31, 2021, mainly from discontinued operations, sharply reducing stockholders' equity Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2021 ($) | December 31, 2020 ($) | | :--- | :--- | :--- | | **Total Assets** | **6,037,747** | **8,673,343** | | Total Current Assets | 3,811,447 | 3,521,421 | | Long-term assets from discontinued operations | 198,186 | 3,085,178 | | **Total Liabilities** | **5,073,519** | **5,327,511** | | Total Current Liabilities | 4,495,851 | 4,677,474 | | **Total Stockholders' Equity** | **964,228** | **3,345,832** | - The significant drop in stockholders' equity is primarily due to an adjustment from discontinued operations of **($2,591,724)** and a net loss of **($770,689)** for the quarter[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2021 total revenues increased **51.1%** to **$1.48 million**, driven by recruitment services, narrowing the loss from continuing operations Q1 2021 vs Q1 2020 Statement of Operations (Unaudited) | Metric | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | YoY Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | **1,484,852** | **982,297** | **+51.1%** | | Recruitment services | 1,175,080 | 566,687 | +107.3% | | Membership fees and related services | 263,205 | 383,831 | -31.4% | | Total costs and expenses | 2,308,329 | 2,411,301 | -4.3% | | **Loss from continuing operations** | **(755,615)** | **(1,422,431)** | **+46.9%** | | **Net Loss** | **(770,689)** | **(1,492,096)** | **+48.3%** | | **Net Loss Per Share (Basic & Diluted)** | **(0.06)** | **(0.17)** | **+64.7%** | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2021 saw increased net cash used in operating activities to **($733,734)**, with **$1.0 million** from financing, ending the quarter with **$2.34 million** in cash Q1 2021 vs Q1 2020 Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (733,734) | (558,305) | | Net cash used in investing activities | (6,128) | (4,705) | | Net cash provided by financing activities | 1,000,000 | 1,500,000 | | **Net increase in cash** | **224,774** | **936,990** | | **Cash, end of period** | **2,342,343** | **1,555,203** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail going concern doubts, **$2.9 million** cash seizure from China operations impacting Nasdaq listing, and segment performance showing PDN growth - The company's ability to continue as a going concern is in substantial doubt due to an accumulated deficit of **$93.8 million** and negative cash flow from operations[24](index=24&type=chunk)[26](index=26&type=chunk) - In April 2021, approximately **$2.9 million** (**RMB 18.8 million**) was seized from the company's discontinued China operations bank account, causing stockholders' equity to fall below the **$2.5 million** Nasdaq listing requirement[47](index=47&type=chunk)[48](index=48&type=chunk) - The company settled a legal dispute with White Winston by paying **$600,000** in cash and issuing **150,000 shares** of common stock, for a total settlement value of **$766,500**[86](index=86&type=chunk) Segment Revenue and Operating Income (Loss) - Q1 2021 | Segment | Total Revenues ($) | Income (Loss) from Continuing Operations ($) | | :--- | :--- | :--- | | PDN Network | 1,220,217 | 312,823 | | NAPW Network | 264,636 | (246,419) | | Corporate Overhead | - | (889,880) | | **Consolidated** | **1,484,853** | **(823,476)** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 revenue growth from PDN Network, offset by NAPW decline, reduced G&A, and ongoing liquidity concerns with working capital deficiency and Nasdaq compliance [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q1 2021 total revenues increased **51.1%** to **$1.48 million**, driven by recruitment services and PDN Network growth, reducing net loss from continuing operations Revenue by Type - Q1 2021 vs Q1 2020 (in thousands) | Revenue Type | Q1 2021 ($) | Q1 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Membership fees and related services | 263 | 384 | (121) | (31.5)% | | Recruitment services | 1,175 | 567 | 608 | 107.2% | | Consumer advertising and marketing | 45 | 30 | 15 | 50.0% | | **Total revenues** | **1,484** | **982** | **502** | **51.1%** | Revenue by Segment - Q1 2021 vs Q1 2020 (in thousands) | Segment | Q1 2021 ($) | Q1 2020 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | PDN Network | 1,220 | 597 | 623 | 104.3% | | NAPW Network | 264 | 385 | (121) | (31.4)% | | **Total revenues** | **1,484** | **982** | **502** | **51.1%** | - General and administrative expenses decreased by **$343,000**, primarily because a **$450,000** litigation settlement reserve was recorded in Q1 2020 with no comparable event in Q1 2021[137](index=137&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces precarious liquidity with a **$684,000** working capital deficiency and **$93.8 million** accumulated deficit, raising going concern doubts, exacerbated by a **$2.9 million** cash seizure - The company had a working capital deficiency of **($684,000)** as of March 31, 2021, and management states that available funds may not be sufficient to meet working capital requirements for the next twelve months[149](index=149&type=chunk)[156](index=156&type=chunk) - On February 1, 2021, the company raised **$1,000,000** in gross proceeds from a private placement sale of **500,000 shares** of common stock at **$2.00** per share[154](index=154&type=chunk) - The seizure of approximately **$2.9 million** from the PDN China Account resulted in the company's stockholders' equity falling below the **$2.5 million** required for continued listing on the Nasdaq Capital Market[156](index=156&type=chunk) [Discontinued Operations](index=30&type=section&id=Discontinued%20Operations) China operations were suspended in March 2020, with Q1 2021 net loss from discontinued operations significantly reduced to **$15,074** from **$69,665** in the prior year Results from Discontinued Operations | Metric | Three Months Ended Mar 31, 2021 ($) | Three Months Ended Mar 31, 2020 ($) | | :--- | :--- | :--- | | Revenues | - | - | | General and administrative | 9,470 | 60,614 | | **Net loss from discontinued operations** | **(15,074)** | **(69,665)** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable, consistent with practices for smaller reporting companies - Not applicable[184](index=184&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of March 31, 2021, due to persistent material weaknesses in internal control over financial reporting, with remediation ongoing - The Chief Executive Officer and Interim Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of the end of the period covered by the report[185](index=185&type=chunk) - Material weaknesses identified include lack of proper policies for revenue sharing arrangements, inadequate procedures for estimating allowance for doubtful accounts, and insufficiently formal accounting procedures, particularly for foreign subsidiary data[191](index=191&type=chunk)[193](index=193&type=chunk) - Remediation plans for 2021 include expanding corporate accounting staff, updating accounting policies, and improving financial reporting processes with monthly and quarterly closing checklists[192](index=192&type=chunk)[195](index=195&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company details three significant legal matters, including a **$766,500** settlement, a **$746,142** judgment against NAPW, and an ongoing labor law case with a **$450,000** reserve - Settled with White Winston Select Asset Funds for **$600,000** cash and **150,000 shares** of common stock[198](index=198&type=chunk) - A judgment of **$746,142** was entered against subsidiary NAPW for a former lease; a **$780,000** reserve has been recorded[199](index=199&type=chunk) - A labor law case (Deborah Bayne, et al. vs. NAPW, Inc.) is scheduled for trial in 2021; a **$450,000** litigation reserve was recorded in Q1 2020[200](index=200&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this item's information is not required - Smaller reporting companies are not required to provide the information required by this item[202](index=202&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On February 1, 2021, the company sold **500,000 shares** of common stock in a private placement at **$2.00** per share, generating **$1,000,000** in gross proceeds - On February 1, 2021, the Company sold **500,000 shares** of common stock in a private placement at **$2.00** per share for gross proceeds of **$1,000,000**[204](index=204&type=chunk) [Other Items (3, 4, 5, 6)](index=39&type=section&id=Other%20Items%20(3%2C%204%2C%205%2C%206)) Items 3, 4, and 5 reported no defaults, mine safety disclosures, or other information, while Item 6 lists the exhibits filed with the Form 10-Q - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosure), and Item 5 (Other Information) are reported as 'None' or 'Not applicable'[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - Item 6 lists the exhibits filed with the report, including CEO/CFO certifications and XBRL data files[208](index=208&type=chunk)[209](index=209&type=chunk)