EXHIBIT 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Members’ of Converge Direct, LLC, Converge Marketing Services LLC, Converge Direct Interactive, LLC and Lacuna Ventures, LLC

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Converge Direct, LLC and its Affiliates, Converge Marketing Services LLC, Converge Direct Interactive, LLC and Lacuna Ventures, LLC (collectively the “Company”) as of December 31, 2021 and 2020, and the related combined statements of operations, members’ interest, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the combined financial position of the Company as of December 31, 2021 and 2020, and the results of its combined operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined 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 audit 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ RBSM LLP
We have served as the Company’s auditor since 2021.
Las Vegas, Nevada
June 6, 2022
PCAOB ID Number 587

F-1

The accompanying notes are an integral part of these combined financial statements

F-2

The accompanying notes are an integral part of these combined financial statements

F-3

The accompanying notes are an integral part of these combined financial statements

F-4

            For our marketable securities the Company recorded realized gains of $1,291,723 and unrealized losses of $803,419 for the year ended December 31, 2021 and realized gains of $955,662 and unrealized losses of $714,317 for the year ended December 31, 2020, which are reflected in other income (expense), on the Combined Statements of Operations.

Valuation Hierarchy and Techniques

Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets.

The Company’s debt instruments, which generally have counterparties with high credit ratings, measured at fair value and classified within Level 2 in the fair value hierarchy are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of certain financial instruments, including cash and cash equivalents and accounts payable and accrued expenses, approximate their respective fair values due to the short-term nature of such instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. As of December 31, 2021 and 2020, the Company had the following financial assets and liabilities:

F-12

		Balance as of December 31, 2021				Quoted Prices in Active Markets Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Marketable securities		$	1,180,371			$	-			$	1,180,371			$	-
Total Assets		$	1,180,371			$	-			$	1,180,371			$	-

		Balance as of December 31, 2020				Quoted Prices in Active Markets Identical Assets (Level 1)				Significant Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Marketable securities		$	8,677,297			$	7,058,000			$	1,619,297			$	-
Total Assets		$	8,677,297			$	7,058,000			$	1,619,297			$	-

NOTE 3 – REVENUE RECOGNITION

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.    

Managed Services

The Company provides to its clients certain services (such as, but not limited to, media planning, media buying, media ROI measurement and media or marketing performance reporting). The Company is compensated for delivering such services by means of a (i) predetermined retainer amount or (ii) a pre-determined commission percentage based on the total media spend executed by Company on a client’s behalf.

Within managed service contracts there are times at which our customers reimburse us for expenses relating to the out-of-pocket costs associated with the provision of Managed Services engagements. This includes third party expenses such as media costs and administrative fees (Google, Facebook, TheTradeDesk, etc), technology fees (TheTradeDesk, Invoca, LiveRamp etc), production expenses (printing, logistics, etc), data costs and other third-party expenses that Company incurs on behalf of a client that is needed to deliver the services. 

Revenues recognized under managed services arrangements totaled $194.0 million and $172.2 million, during the years ended December 31, 2021 and 2020, respectively.

Performance Marketing (“Pay Per Event”)

Company provides to its clients the ability to pay for a marketing or sales event rather than incurring the media and services expense in a managed service engagement. The Company utilizes the same functions that it delivers in its managed services offering but only charges a client for a pre-determined marketing or sales outcome. The fees in this situation will typically be tied to a (i) cost per phone call, (ii) cost per web form lead, (iii) cost per consumer appointment, (iv) cost per qualified lead, and (v) cost per sale.

F-13

There is a premium that is charged to the client for the Performance Marketing service due to the fact that the Company is taking on the cost risk associated with the services and media that it is executing without knowing that revenue will be generated. The risk is mitigated by the fact that the client has agreed to purchase the “work product’” (lead, call, etc.) at a predetermined cost and the Company charges higher margins associated with the service.

Revenues recognized under performance marketing arrangements totaled $99.5 million and $65.6 million, during the years ended December 31, 2021 and 2020, respectively.

Principal versus Agent Recognition

Generally, we report advertising revenues on a gross basis, that is, the amounts billed to our customers are recorded as revenues, and amounts paid to suppliers are recorded as cost of revenues. Where we are the principal, we control the advertising and services before it is transferred to our customers. Our control is evidenced by our being primarily responsible to our customers and having a level of discretion in establishing pricing.

Contract Balances from Contracts with Customers

An account receivable is recorded when there is an unconditional right to consideration based on a contract with a customer. When consideration is received from a customer prior to transferring services to the customer under the terms of a contract, a contract liability (deferred revenue) is recorded.

For certain types of contracts with customers, the Company may recognize revenue in advance of the contractual right to invoice the customer, resulting in an amount recorded to contract assets. Once the Company has an unconditional right to consideration under these contracts, the contract assets are reclassified to accounts receivable.

Deferred revenue is recognized as revenue when, or as, control of the services is transferred to the customer and all revenue recognition criteria have been met.

The following table provides information about current contract balances from contracts with customers:

		December 31,
		2021				2020
Accounts receivable		$	12,601,306			$	7,781,937
Contract assets		$	2,329,728			$	3,878,928
Deferred revenue		$	1,811,716			$	5,314,913

As of December 31, 2020 the Company had $5,314,913 of deferred revenue, all of which was recognized as revenue during the year ended December 31, 2021.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2021, and 2020, consist of the following:

F-14

		December 31,
		2021				2020
Computer equipment		$	196,977			$	186,133
Office furniture & equipment			509,546				504,017
Leasehold improvements			82,076				82,076
Total Property and Equipment			788,599				772,226
Accumulated depreciation			(537,552	)			(416,028	)
Net book value		$	251,047			$	356,198

During the years ended December 31, 2021 and 2020, depreciation expense was, $122,207 and $119,623, respectively.

NOTE 5 – RELATED PARTIES 

At times, the Company may have transactions with affiliated and/or related parties.  As of December 31, 2021, the Company had $550,000 due from a separately held entity which holds common ownership with all members of CD, which is reflected in due from related parties on the combined balance sheets. Such amount was fully received in first quarter 2022.

The Company will share certain overhead expenses throughout the year, including labor resources for specific projects, with MRG a separately held entity which holds common ownership with one member of CD. As of December 31, 2020, the Company had $118,700 due to MRG for services rendered, which is reflected in due to related parties on the combined balance sheets. MRG is not part of the acquisition by Troika Media Group, Inc.

NOTE 6 – LEASE LIABILITIES

The Company leases office space and as a result of our adoption of ASC 842, the operating leases are reflected on our balance sheet within operating lease right-of-use (ROU) assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement.  Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred.

As of December 31, 2021, the Company had current and non-current operating lease liabilities of $610,447 and $5,666,827, respectively, and right of use of assets of $5,674,394. As of December 31, 2020, the Company had current and non-current operating lease liabilities of $431,695 and $5,953,713, respectively, and right of use of assets of $5,840,588.  

F-15

We adopted ASU No. 2016-02, Leases, on January 1, 2019, the beginning of our fiscal 2019, using the modified retrospective approach. We determine whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as we have elected the practical expedient. Some of our operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, our incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term. We had no financing leases as of December 31, 2021 and 2020.

 We have operating leases for office space. Our leases have remaining lease terms of approximately 8 years. We consider renewal options in determining the lease term used to establish our right-of-use assets and lease liabilities when it is determined that it is reasonably certain that the renewal option will be exercised.

As of December 31, 2021, there were no material variable lease costs or sublease income. Operating leases are classified in operating expenses and were $963,061 and $913,262, for the years ended December 31, 2021 and 2020, respectively.

F-16

Components of Lease Expense

We recognize lease expense on a straight-line basis over the term of our operating leases, as reported within “selling, general and administrative” expense on the accompanying combined statement of operations.

NOTE 7 – PAYCHECK PROTECTION PROGRAM  LOAN

Under the CARES Act established by the United States Government, The Company was eligible to receive a Paycheck Protection Plan (PPP) Loan to ensure that all employees were retained and paid during the Global Pandemic.  In April of 2020, the Company received $1,585,700 in a PPP loan. The interest rate on the PPP Loan was 1.0% per annum. Under the PPP, the proceeds of the PPP Loan may be used to pay payroll and make certain covered interest payments, lease payments and utility payments, or the Qualifying Expenses. The Company used all of the proceeds from the loan to pay its employees, and certain expenses deemed eligible under the PPP loan. The Company applied for full forgiveness of the PPP Loan.

In December of 2020, the Company received notification from its lender that the PPP Loan was forgiven in full by the U.S. Small Business Administration at which time the Company recognized the extinguishment of debt as Other Income. The PPP Loan was originally due to mature in April 2022.

F-17

NOTE 8 – LINE OF CREDIT PAYABLE

The Company held a line of credit which was based on a margin account held with its investment brokerage firm.  The availability of the margin loan and the available balance was dependent on the underlying fair value of marketable securities pledged to the investment brokerage firm.  The interest rate was 1.25% at December 31, 2020.  As of December 31, 2020, the Company had a balance due in the amount $111,914.  As of December 31, 2021, there is no balance due.  

NOTE 9 – LEGAL CONTINGENCIES

We may become a party to litigation in the normal course of business. In the opinion of management, there are no legal matters involving us that would have a material adverse effect upon our financial condition, results of operations or cash flows. The Company has one outstanding legal complaint concerning a media campaign which it is fully indemnified on from its marketing partner under the terms of its Marketing Partner Agreement which in any event is not material.

Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate, to management’s knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated.

NOTE 10 – MEMBERS' INTEREST

The membership interests in each Company consists of such number or classes of membership interest as may be issued from time to time by the Company as determined by the Members. At December 31, 2021 and 2020 those membership interests were based on the percentage ownership interest based on the underlying companies operating agreements. There is currently only one (1) class of membership interests per company. Each Member shall be entitled to vote in percentage of their ownership interest as to all matters that come before the Members for a vote.  There are currently four members and their percentage ownership interest in each company is as follows:

		Ownership Percentage
Member		CD				CDI				CMS				Lacuna
Member A			60	%			60	%			40	%			40	%
Member B			20	%			20	%			60	%			10	%
Member C			10	%			10	%			0	%			40	%
Member D			10	%			10	%			0	%			10	%
			100	%			100	%			100	%			100	%

CMS is a certified Minority Business Enterprise (“MBE”) and is majority owned by one of the members, as required to maintain the MBE certification.

F-18

NOTE 11 – CONCENTRATION OF RISK

Substantially all revenues and assets of the Company are attributed to or located in the United States.

The Company is subject to credit risk from its accounts receivable related to its sales. The Company generally does not perform evaluations of customers' financial condition and generally does not require collateral. Accounts receivable, net on the accompanying combined balance sheets as of December 31, 2021 and 2020 include amounts due from the following individual customers, which accounted for the noted percentages of the gross balance:

		December 31,
		2021				2020
Customer 1			49	%			30	%
Customer 2			25	%			26	%
Customer 3			10	%			31	%

Revenues in the accompanying combined statements of operations for the years ended December 31, 2021 and 2020 include amounts from the following individual customers, which accounted for the noted percentages of the total:

		December 31,
		2021				2020
Customer A			25	%			23	%
Customer B			19	%			21	%
Customer C			17	%			15	%
Customer D			15	%			15	%

NOTE 12 – SUBSEQUENT EVENTS

Acquisition of Converge Direct, LLC.

On March 22, 2022 (the “Closing Date”), Troika Media Group, Inc. (“Troika”) completed the acquisition of Converge Direct, LLC and affiliates (the “Converge Acquisition”). Per the terms of the Membership Interest Purchase Agreement, inclusive of amendments, (the “MIPA”) dated as of November 22, 2021, the total purchase price for the Converge Acquisition was $125,000,000, which includes one hundred million dollars ($100,000,000) in cash pursuant to a two-step closing. The remaining twenty-five million ($25,000,000) dollars was paid in Troika’s restricted common stock valued at $2.00 per share. Pursuant to the provisions of the MIPA, an aggregate of $2,500,000 (10%) or 1,250,000 shares of the common stock issued to the Sellers are held in escrow to secure against claims for indemnification. The escrowed shares shall be held until the later of (a) one year from the Closing Date, or (b) the resolution of indemnification claims. The Closing was conditioned upon the completion of a $75,000,000 debt financing with Blue Torch Capital, a direct lender having experience providing bespoke credit solutions. Blue Torch Capital became the senior secured lender of Converge and its subsidiaries and first position security holder.

Operating Agreements

On March 9, 2022, as a result of the Troika transaction, the operating agreements of Converge and its affiliates were amended and restated.  Such amendments reflected the current state of the ownership of the various entities.

Converge Marketing Services Exclusive Services Agreement

On March 9, 2022, Converge Direct, LLC (“Converge”) and Converge Marketing Services, LLC (“CMS”) entered into a new five (5) year exclusive services agreement whereby Converge will become the exclusive provider of services and business support to CMS.

Converge Direct, LLC Change in Control

On March 21, 2022, all equity in Converge Direct, LLC was acquired by CD Acquisition Corp., a wholly owned subsidiary of Troika Media Group, Inc.

Distributions

On February 20, 2022, the Company paid distributions to its members totaling $11,985,000.

F-19

F-1

Adjustments to the Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021

	1.	Reflects the estimated net cash received from the proceeds from the Company’s March 21, 2022 private placement with institutional investors (the “PIPE”) and $75,000,000 debt financing with Blue Torch Capital (the “Debt Offering”).
	2.	Reflects the estimated fair value of the identifiable intangible assets acquired as assessed by a third party valuation.  This represents the preliminary purchase price allocation, is not final, and subject to change.
	3.	Reflects the preliminary purchase price allocation of the acquisition less the assessed intangibles. This is preliminary, not final, and subject to change.
	4.	Represents the short-term and long-term balance of the Debt Offering relating to the acquisition net of Debt Offering costs.
	5.	Represents the net proceeds from the PIPE less the fair market value of the associated warrants issued on the date of the acquisition.
	6.	Represents the fair market value of the warrants associated with the PIPE on March 31, 2022.
	7.	Reflects the balance due to the owners of Converge due 12 months after the date of the acquisition contingent on the Company satisfying its loan covenants.
	8.	Reflects the par value of the 500,000 Series E Preferred Stock at $0.01 par value issued relating to the PIPE.
	9.	Reflects the par value of the 12,500,000 shares of common stock at $0.001 par value issued to the owners of Converge relating to the acquisition.
	10.	Reflects the impact of the issuance of 12,500,000 shares of common stock to Additional Paid-in-Capital relating to the acquisition of Converge.
	11.	Reflects the elimination of Converge’s Members’ Interests during consolidation.

F-2

Unaudited Pro Forma Consolidated Statements of Operations for the fiscal year ended June 30, 2021

		Troika Media Group				Converge Direct & Affiliates				Transaction Adjustment (See Notes)				Total
Revenues		$	16,192,297			$	254,365,501			$	-			$	270,557,798
Cost of revenues			(7,504,072	)			(224,527,173	)			-				(232,031,245	)
Gross profit			8,688,225				29,838,328				-				38,526,553
Operating expenses:
Selling, general and administrative expenses			(24,040,195	)			(14,128,598	)			-				(38,168,793	)
Professional fees			(1,332,188	)			(3,294,901	)			-				(4,627,089	)
Depreciation expense			(130,721	)			(122,208	)			-				(252,929	)
Amortization expense of intangibles			(2,168,333	)			-				(8,150,000	)(1)			(10,318,333	)
Total operating expenses			(27,671,437	)			(17,545,707	)			(8,150,000	)			(53,367,144	)
Income from operations			(18,983,212	)			12,292,621				(8,150,000	)			(14,840,591	)
Other income (expense):
Income from government grants			3,139,538				-				-				3,139,538
Amortization expense of note payable discount			(410,019	)			-				-				(410,019	)
Interest expense			(7,104	)			-				(7,214,556	)(2)			(7,221,660	)
Foreign exchange gain/loss			(47,825	)			-				-				(47,825	)
Profit/Loss on early termination of lease			1,829				-				-				1,829
Gain/loss on derivative liabilities			71,693				-				-				71,693
Other income			451,961				154				-				452,115
Dividend income			-				82,498				-				82,498
Interest income			-				67,892				-				67,892
Realized gain (loss) from investments			-				1,398,110				-				1,398,110
Total other income (expense)			3,200,073				1,548,654				(7,214,556	)			(2,465,829	)
Net Income before income tax			(15,783,139	)			13,841,275				(15,364,556	)			(17,306,420	)
Provision for income tax			(216,210	)			(181	)			-				(216,391	)
Net Income		$	(15,999,349	)		$	13,841,094			$	(15,364,556	)		$	(17,522,811	)
Earnings Per Share
Weighted Average Basic			15,544,032								12,500,000	(3)			28,044,032
Earnings (loss) per share		$	(1.03	)										$	(0.62	)