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What changed in OLB GROUP, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OLB GROUP, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+298 added−260 removedSource: 10-K (2026-04-01) vs 10-K (2025-04-15)

Top changes in OLB GROUP, INC.'s 2025 10-K

298 paragraphs added · 260 removed · 181 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

26 edited+3 added−5 removed66 unchanged
Biggest changeThe Company plans to market to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes.
Biggest changeThe Company provides the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes. 4 CrowdPay CrowdPay.us™ operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website.
This overview is in no way intended to be a comprehensive review of all the rules and regulations associated with the above mentioned offerings and should not be relied upon by anyone. Regulation D under the Securities Act is the most common regulatory exemption used small businesses to raise capital through equity financing.
This overview is in no way intended to be a comprehensive review of all the rules and regulations associated with the above mentioned offerings and should not be relied upon by anyone. Regulation D under the Securities Act is the most common regulatory exemption used by small businesses to raise capital through equity financing.
These provisions include, but are not limited to: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act); ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
These provisions include, but are not limited to: ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act); 11 ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions. 10 Securities Act Since the JOBS Act was passed, Crowdfunding, Regulation D offerings and Regulation A and A+ offerings rapidly became a familiar concept among investment firms, venture capitalists, real estate developers and small to medium sized businesses as a way to facilitate and democratize financing.
Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions. Securities Act Since the JOBS Act was passed, Crowdfunding, Regulation D offerings and Regulation A and A+ offerings rapidly became a familiar concept among investment firms, venture capitalists, real estate developers and small to medium sized businesses as a way to facilitate and democratize financing.
In particular, you should consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this Annual Report: ● We operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial condition; ● We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology; ● Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants; ● While we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual Report, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not be available on reasonable terms; ● We are substantially dependent on our eVance business for revenue.
In particular, you should consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this Annual Report on Form 10-K: ● We operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial condition; ● We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology; ● Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants; ● While we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual Report on Form 10-K, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not be available on reasonable terms; ● We are substantially dependent on our eVance business for revenue.
They were also allowed to provide discounts or incentives to entice consumers to pay with an alternative payment method, such as cash, checks or debit cards. 9 Association and network rules We are subject to the rules of credit card associations and other credit and debit networks.
They were also allowed to provide discounts or incentives to entice consumers to pay with an alternative payment method, such as cash, checks or debit cards. Association and network rules We are subject to the rules of credit card associations and other credit and debit networks.
We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three-year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2025; (iii) our issuance, in a three-year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
DMINT initiated the first phase of its Bitcoin mining operation by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford, Pennsylvania. As of December 31, 2024, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin. DMint has a data center located in Selmer, Tennessee.
DMINT initiated the first phase of its Bitcoin mining operation by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford, Pennsylvania. As of December 31, 2025, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin. DMINT has a data center located in Selmer, Tennessee.
In addition, we have operations in India where we retain 35 developers at any given time depending on our requirements and scope of projects. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.
In addition, we have operations in India where we retain 25 developers at any given time depending on our requirements and scope of projects. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be good.
If we are unable to maintain our eVance business for any reason (including the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company; ● Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services; ● The properties included in our mining network may experience damages; 8 ● Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or operations; ● Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities; ● It may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us. ● Acquisitions create certain risks and may adversely affect our business, financial condition or results of operations; and ● If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected.
If we are unable to maintain our eVance business for any reason (including those described herein) or for no reason, it will have a material adverse effect on our company; ● Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services; ● The properties included in our mining network may experience damages; ● Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or operations; ● Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities; ● It may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us. 8 ● Acquisitions create certain risks and may adversely affect our business, financial condition, results of operations and cash flows; and ● If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected.
The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.
The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(c), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.
The Company plans to complete the buildout of the building to be fully operational with 5,000 machines in 2025 following a spin-off of DMINT into a standalone entity which is currently in process. As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity.
The Company plans to complete the buildout of the building to be fully operational with 5,000 machines in 2026 following a spin-off of DMINT into a standalone entity which is currently in process. As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity.
The LLC will enable the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal.
The LLC enables the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal.
Item 1. Business. Forward-Looking Statements Unless the context indicates otherwise, as used in this Annual Report, the terms “OLB,” “we,” “us,” “our,” “our company” and “our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.
Item 1. Business. Forward-Looking Statements Unless the context indicates otherwise, as used in this Annual Report on Form 10-K, the terms “OLB,” “we,” “us,” “our,” “our company” and “our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.
During 2023 and 2024, we did not develop any new retailer websites but continue to offer the service. ● Cost — we believe that we are the only content service provider that does not charge a setup fee. ● Flexibility — we believe our platform has the flexibility to provide customized solutions for partners. ● Pricing — we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions. ● Payment processing — we can provide financial service companies with the ability to have their customers’ accounts directly debited for payment. ● We can assist existing “brick & mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and infrastructure to sell their products. ● We can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.
Competitive Advantages We believe that our platform of services provides the following key advantages. ● Cost — we believe that we are the only content service provider that does not charge a setup fee. ● Flexibility — we believe our platform has the flexibility to provide customized solutions for partners. 7 ● Pricing — we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions. ● Payment processing — we can provide financial service companies with the ability to have their customers’ accounts directly debited for payment. ● We can assist existing “brick and mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and infrastructure to sell their products. ● We can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.
The platform is used by merchant services to allow mobile and online processing to merchants. The Omni commerce platform will be offered to all of the merchant services clients. The offered Merchant Services products we provide will enable all processing needs for the OmniCommerce system.
The platform is used by merchant services to allow mobile and online processing to merchants. The Omni commerce platform is offered to all of the merchant services clients. The offered Merchant Services products we provide enable all processing needs for the OmniCommerce system. The gateway will allow merchants that are using the platform to accept online E-Commerce transactions.
On April 26, 2024, the Company filed with the State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became effective on April 26, 2024, to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved by the Company’s stockholders at a special meeting on April 26, 2024. 11 As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.
On April 26, 2024, the Company filed with the State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became effective on April 26, 2024, to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved by the Company’s stockholders at a special meeting on April 26, 2024.
Intellectual property Our products and services utilize a combination of proprietary software and hardware that we own and license from third parties. Over the last few years, we have developed a payment gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding platform.
Regulation CF allows a company to raise up to $1.07 million from non-accredited investors. 10 Intellectual property Our products and services utilize a combination of proprietary software and hardware that we own and license from third parties. Over the last few years, we have developed a payment gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding platform.
The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company 4 Crowdpay CrowdPay.us™ operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website.
The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.
Regulation A and Regulation A+ offer two tiers of offerings; the first tier is for offerings of up to $20 million within any 12 month period and the second tier is for offerings of up to $50 million, within any 12 month period. Regulation CF allows a company to raise up to $1.07 million from non-accredited investors.
Regulation A and Regulation A+ offer two tiers of offerings; the first tier is for offerings of up to $20 million within any 12 month period and the second tier is for offerings of up to $50 million, within any 12 month period.
We generally control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including entering into non-disclosure and confidentiality agreements with both our employees and third parties. As of the date of this report, we have a patent pending on transferable QR codes on Omni Commerce devices.
We generally control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including entering into non-disclosure and confidentiality agreements with both our employees and third parties.
CrowdPay also generates revenues by providing ancillary services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering and know-your-customer compliance. CrowdPay is not a registered funding portal or a registered broker-dealer. On January 3, 2022, the Company entered into a share exchange agreement with all of the stockholders of Crowd Ignition, Inc.
CrowdPay also generates revenues by providing ancillary services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering and know-your-customer compliance. CrowdPay is not a registered funding portal or a registered broker-dealer. Crowd Ignition is a web-based crowdfunding software system.
We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions processed by us using the Automated Clearing House Network and to various state federal and foreign laws regarding such operations, including laws pertaining to electronic benefits transactions.
We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions processed by us using the Automated Clearing House Network and to various state federal and foreign laws regarding such operations, including laws pertaining to electronic benefits transactions. 9 Privacy and information security regulations We provide services that may be subject to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999 (the “Gramm-Leach-Bliley Act”).
Implications of Being an Emerging Growth Company We qualify as an “emerging growth company” as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies.
As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies.
Employees As of December 31, 2024, we had six key employees as part of our overall staff of 15 full-time employees. Our risk, compliance, underwriting and analyst’s accounting and customer service functions are primarily located in Georgia.
As of the date of this Annual Report on Form 10-K, we have a patent pending on transferable QR codes on Omni Commerce devices. Employees As of December 31, 2025, we had 5 key employees as part of our overall staff of 13 full-time employees. Our risk, compliance, underwriting, accounting and customer service functions are primarily located in Georgia.
The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares. Our Company’s headquarters is located at 1120 Avenue of the Americas, 4 th Floor, New York, NY 10036. Our telephone number is (212) 278-0900.
Our Company’s headquarters is located at 1120 Avenue of the Americas, 4 th Floor, New York, NY 10036. Our telephone number is (212) 278-0900. Implications of Being an Emerging Growth Company We qualify as an “emerging growth company” as defined under the Securities Act.
Removed
(“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI Issued Shares”).
Added
The Company markets to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States.
Removed
The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. The share exchange transaction closed on January 3, 2022.
Added
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.
Removed
Prior to the closing of the share exchange transaction, Ronny Yakov, Chairman and CEO of the Company, and John Herzog, a stockholder of the Company, owned 100% of the outstanding equity of Crowd Ignition. Crowd Ignition is a web-based crowdfunding software system.
Added
The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares. Throughout this Form 10-K, each reference to a number of our issued and outstanding common stock gives effect to the Reverse Stock Split, unless otherwise indicated.
Removed
The gateway will allow merchants that are using the platform to accept online eCommerce transactions. 7 Competitive Advantages We believe that our platform of services will provide the following key advantages. ● Time to Market — we believe we can create a customized website for retailers within days and have it fully operational in less than 2 weeks.
Removed
Privacy and information security regulations We provide services that may be subject to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999 (the “Gramm-Leach-Bliley Act”).

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

112 edited+101 added−50 removed297 unchanged
Biggest changeTo the extent our growth rate slows, our business performance will become increasingly dependent on our ability to retain existing merchants and increase sales to existing merchants. 25 If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected.
Biggest changeIf we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected. The markets in which we compete are characterized by constant change and innovation and we expect them to continue to evolve rapidly.
As we proceed with our development, operational difficulties could arise from additional demand placed on customer provisioning and support, billing and management information systems, product delivery and fulfilment, sales and marketing and administrative resources. For instance, we may encounter delays or cost overruns or suffer other adverse consequences in implementing new systems when required.
As we proceed with our development, operational difficulties could arise from additional demand placed on customer provisioning and support, billing and management information systems, product delivery and fulfilment, sales and marketing and administrative resources. 13 For instance, we may encounter delays or cost overruns or suffer other adverse consequences in implementing new systems when required.
This may limit our ability in the future to assist companies in accessing money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion. 15 The types of offerings that we expect to be posted on our platform are relatively new in an industry that is still quickly evolving .
This may limit our ability in the future to assist companies in accessing money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion. The types of offerings that we expect to be posted on our platform are relatively new in an industry that is still quickly evolving .
If we are listed less prominently or fail to appear in search results for any reason, visits to our website could decline significantly, and we may not be able to replace this traffic. Similarly, many consumers locate our merchants’ shops through internet search engines and advertisements on social networking sites.
If we are listed less prominently or fail to appear in search results for any reason, visits to our website could decline significantly, and we may not be able to replace this traffic. 30 Similarly, many consumers locate our merchants’ shops through internet search engines and advertisements on social networking sites.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. 39 As a “thinly-traded” stock, large sales can place downward pressure on our stock price. Our stock experiences periods when it could be considered “thinly traded”.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares. As a “thinly-traded” stock, large sales can place downward pressure on our stock price. Our stock experiences periods when it could be considered “thinly traded”.
If we do not comply with card network requirements or standards, we may be subject fines or sanctions, including suspension or termination of our registrations and licenses necessary to conduct business. 20 Degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain merchants and partners.
If we do not comply with card network requirements or standards, we may be subject fines or sanctions, including suspension or termination of our registrations and licenses necessary to conduct business. Degradation of the quality of the products and services we offer, including support services, could adversely impact our ability to attract and retain merchants and partners.
To the extent we are not able to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business, operating results and financial condition will be adversely affected. We store personally identifiable information of our merchants and their customers.
To the extent we are not able to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business, operating results and financial condition will be adversely affected. 25 We store personally identifiable information of our merchants and their customers.
To maintain our competitive position, we may need to increase our research and development investment, which could reduce our profitability and cash flows. In addition, we cannot assure you that we will achieve a return on these investments, nor can we assure you that these investments will improve our competitive position. Risks Related to Our Business CROWDPAY.US, INC.
To maintain our competitive position, we may need to increase our research and development investment, which could reduce our profitability and cash flows. In addition, we cannot assure you that we will achieve a return on these investments, nor can we assure you that these investments will improve our competitive position. 14 Risks Related to Our Business CROWDPAY.US, INC.
Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company. Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services.
Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company. 16 Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services.
Notwithstanding our policies and procedures for managing credit risk, it is possible that a default on such obligations by one or more of our merchants could adversely affect our business, financial condition or results of operations. 21 Failure to maintain or collect reimbursements from our financial institution referral partners could adversely affect our business.
Notwithstanding our policies and procedures for managing credit risk, it is possible that a default on such obligations by one or more of our merchants could adversely affect our business, financial condition or results of operations. Failure to maintain or collect reimbursements from our financial institution referral partners could adversely affect our business.
Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations. We may not be able to compete with other companies, some of which have greater resources and experience.
Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations. We may not be able to compete with other companies, some of whom have greater resources and experience.
It may be difficult for a company such as ours, with a smaller market capitalization, to attract independent financial analysts that will cover our common stock. This could have a negative effect on the market price of our stock. Item 1B. Unresolved Staff Comments Not applicable.
It may be difficult for a company such as ours, with a smaller market capitalization, to attract independent financial analysts that will cover our common stock. This could have a negative effect on the market price of our stock. 45 Item 1B. Unresolved Staff Comments Not applicable.
We may not be successful, generally or relative to our competitors in the Bitcoin mining industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience the system interruptions and failures discussed above.
We may not be successful, generally or relative to our competitors in the Bitcoin industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into our operations, we may experience the system interruptions and failures discussed above.
Failure to recruit, retain or develop qualified personnel could adversely affect our business, financial condition or results of operations. There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
Failure to recruit, retain or develop qualified personnel could adversely affect our business, financial condition or results of operations. 23 There may be a decline in the use of cards as a payment mechanism for consumers or adverse developments with respect to the card industry in general.
If an incident were to occur that damages our reputation, or the reputation of our partners, in any of our major markets, the value of our brand could be adversely affected and our business could be damaged. 23 Our ability to recruit, retain and develop qualified personnel is critical to our success and growth.
If an incident were to occur that damages our reputation, or the reputation of our partners, in any of our major markets, the value of our brand could be adversely affected and our business could be damaged. Our ability to recruit, retain and develop qualified personnel is critical to our success and growth.
Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer companies as well as investors, and favorable changes in the regulatory environment. CrowdPay and its providers are vulnerable to hackers and cyber-attacks.
Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer companies as well as investors, and favorable changes in the regulatory environment. 15 CrowdPay and its providers are vulnerable to hackers and cyber-attacks.
Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business. 16 EVANCE, INC. We are substantially dependent on our eVance business for revenue.
Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business. EVANCE, INC. We are substantially dependent on our eVance business for revenue.
The termination of our registration, or any changes in card network rules that would impair our registration, could require us to stop providing payment processing services relating to the affected card network, which would adversely affect our ability to conduct our business. OMNISOFT.IO, INC.
The termination of our registration, or any changes in card network rules that would impair our registration, could require us to stop providing payment processing services relating to the affected card network, which would adversely affect our ability to conduct our business. 24 OMNISOFT.IO, INC.
If we are unable to scale our support functions to address the growth of our merchant and partner network, the quality of our support may decrease, which could adversely affect our ability to attract and retain merchants and partners. Continued consolidation in the banking industry could adversely affect our growth.
If we are unable to scale our support functions to address the growth of our merchant and partner network, the quality of our support may decrease, which could adversely affect our ability to attract and retain merchants and partners. 20 Continued consolidation in the banking industry could adversely affect our growth.
If transaction fees paid for bitcoin transactions become too high, the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to another cryptocurrency or to fiat currency.
If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to another Bitcoin or to fiat currency.
Our certificate of incorporation and bylaws: ● provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office; ● provide that special meetings of stockholders may be called by a majority vote of our board of directors or at least 25% of shares held by our stockholders; ● not provide stockholders with the ability to cumulate their votes; and ● provide that a majority of our stockholders (over 50%) and a vote by the majority of our board may amend our bylaws. 41 We do not expect to pay dividends for the foreseeable future.
Our certificate of incorporation and bylaws: ● provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office; ● provide that special meetings of stockholders may be called by a majority vote of our board of directors or at least 25% of shares held by our stockholders; ● not provide stockholders with the ability to cumulate their votes; and ● provide that a majority of our stockholders (over 50%) and a vote by the majority of our board may amend our bylaws. 44 We do not expect to pay dividends for the foreseeable future.
When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects and operations.
When Bitcoin exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in Bitcoin prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects and operations.
Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors.
Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account and harm investors.
Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account.
Such events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account.
How such supply and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally.
How such supply and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of Bitcoin either globally or locally.
If federal or state legislatures or agencies initiate or release tax determinations that change the classification of Bitcoin as property for tax purposes (in the context of when such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our stockholders.
If federal or state legislatures or agencies initiate or release tax determinations that change the classification of Bitcoin as property for tax purposes (in the context of when such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders.
Increases in chargebacks or other liabilities could adversely affect our business, financial condition or results of operations. Because we rely on third-party vendors to provide products and services, we could be adversely impacted if they fail to fulfill their obligations.
Increases in chargebacks or other liabilities could adversely affect our business, financial condition, results of operations or cash flows. Because we rely on third-party vendors to provide products and services, we could be adversely impacted if they fail to fulfill their obligations.
Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the past several years, a number of Bitcoin exchanges have closed due to fraud, business failure or security breaches.
Bitcoin market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the past three years, a number of Bitcoin exchanges have closed due to fraud, business failure or security breaches.
In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or defects that could adversely affect our business, financial condition or results of operations.
In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or defects that could adversely affect our business, financial condition, results of operations or cash flows.
Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants. Our OmniSoft subsidiary principally generates revenues through the sale of subscriptions to our platform and the sale of additional solutions to our merchants.
Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants. Our OmniSoft subsidiary principally generates revenue through the sale of subscriptions to our platform and the sale of additional solutions to our merchants.
The continual improvement and enhancement of our platform requires significant investment and we may not have the resources to make such investment. Our improvements and enhancements may not result in our ability to recoup our investments in a timely manner, or at all.
The continual improvement and enhancement of our platform requires significant investment and we may not have the resources to make such investment. Our improvements and enhancements may not result in our ability to recover our investments in a timely manner, or at all.
We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk if any such events occur.
We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk from such events.
Ownership of, holding or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject Bitcoin mining companies to additional regulation.
Ownership of, holding or trading in Bitcoin may then be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject Bitcoin companies to additional regulation.
We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results and financial condition.
We are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating results, financial condition and cash flows.
New technologies, techniques or products could emerge that might offer better performance than the software and other technologies we plan to utilize, and we may have to manage transitions to these new technologies to remain competitive.
New technologies, techniques or products could emerge that might offer better performance than the software and other technologies we currently utilize, and we may have to manage transitions to these new technologies to remain competitive.
Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.
Such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy, which could have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin or other Bitcoin we mine or otherwise acquire or hold for our own account.
If any of the following risks materialize, our business, financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment.
If any of the following risks materialize, our business, financial condition, results of operations, cashflows and prospects will likely be materially and adversely affected. In that event, the market price of our common stock could decline and you could lose all or part of your investment.
Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling gold. As an alternative to gold or fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces.
Such risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling gold. 39 As an alternative to gold or fiat currencies that are backed by central governments, Bitcoin, which are relatively new, are subject to supply and demand forces.
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol.
The use of Bitcoin to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or Bitcoin protocol.
The effect of any future regulatory change on our business or any Bitcoin mining operation that may impact our business is impossible to predict, but such change could be substantial and may have a material adverse effect on our business, prospects and operations.
The effect of any future regulatory change on our business or on Bitcoin that may impact our business is impossible to predict, but such change could be substantial and would have a material adverse effect on our business, prospects and operations.
It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.
It may be illegal in the future, to acquire, own, hold, sell or use Bitcoin, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.
Although currently Bitcoin and other cryptocurrencies, the blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States, one or more countries may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat currency.
Although currently Bitcoin, the blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States, and the United States may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat currency.
Such circumstances may have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors.
Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account and could harm our investors.
Failure to compete effectively against any of these competitive threats could adversely affect our business, financial condition or results of operations.
Failure to compete effectively against any of these competitive threats could adversely affect our business, financial condition, results of operations or cash flows.
As cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal while others have allowed their use and trade. Governments may in the future curtail or outlaw the mining, acquisition, use, trading or redemption of cryptocurrencies.
As Bitcoin have grown in both popularity and market size, governments around the world have reacted differently to Bitcoin with certain governments deeming them illegal while others have allowed their use and trade. Governments may in the future curtail or outlaw the acquisition, use or redemption of Bitcoin.
In addition, any discount provided by our financial institution partner may cause merchants in these markets to demand lower rates for our services in the future, which could further reduce our margins or cause us to lose merchants, either of which could adversely affect our business, financial condition or results of operations.
In addition, any discount provided by our financial institution partner may cause merchants in these markets to demand lower rates for our services in the future, which could further reduce our margins or cause us to lose merchants, either of which could adversely affect our business, financial condition or results of operations. 21 Fraud by merchants or others could adversely affect our business, financial condition, results of operations or cash flows.
These trends could include: ● declining economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel patterns, on which the majority of our revenue is dependent; ● low levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively high unemployment, may result in decreased spending by cardholders; ● budgetary concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries; ● emerging market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic trends may be more pronounced in those emerging markets where we conduct business; ● financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns; ● uncertainty and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less predictable; ● cardholders may decrease spending for value-added services we market and sell; ● government intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services. 18 We are subject to U.S. governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and consumer protection laws across different markets where we conduct our business.
These trends could include: ● declining economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel patterns, on which the majority of our revenue is dependent; ● low levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively high unemployment, may result in decreased spending by cardholders; ● budgetary concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries; ● emerging market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic trends may be more pronounced in those emerging markets where we conduct business; ● financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns; ● uncertainty and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less predictable; ● cardholders may decrease spending for value-added services we market and sell; and ● government intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.
Lack of liquid markets, and possible manipulation of blockchain/Bitcoin-based assets may adversely affect us. Digital assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets.
Lack of liquid markets, possible manipulation of blockchain/Bitcoin-based assets and lack of effectiveness of safeguards for our Bitcoin may adversely affect us. Digital assets that are represented and trade on a ledger-based platform may not necessarily benefit from viable trading markets.
The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
The development and acceptance of Bitcoin and algorithmic protocols governing the issuance of and transactions in Bitcoin is subject to a variety of factors that are difficult to evaluate.
While such treatment would create a potential tax reporting requirement for any circumstance where the ownership of Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions), it preserves the right to apply capital gains treatment to those transactions. Any change to such tax treatment may adversely affect an investment in our Company.
While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions), it preserves the right to apply capital gains treatment to those transactions which may adversely affect an investment in our Company.
We expect that the competitive landscape will continue to change, including: ● rapid and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive disadvantage and reduce the use of our products and services; ● competitors, merchants, governments and other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable card networks and banks to transact with consumers directly; ● participants in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services; and ● new services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization, Blockchain and other safety and security technologies.
We expect that the competitive landscape will continue to change, including: ● rapid and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive disadvantage and reduce the use of our products and services; ● competitors, merchants, governments and other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable card networks and banks to transact with consumers directly; ● participants in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services; and ● new services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization, Blockchain and other safety and security technologies. 17 Failure to compete effectively against any of these or other competitive threats could adversely affect our business, financial condition, results of operations or cash flows.
If we are found to have breached any consumer protection laws or regulations in any such market, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact revenue, as well as litigation, fines, penalties and adverse publicity that could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business in a manner that harms our financial position.
If we are found to have breached any consumer protection laws or regulations in any such market, we may be subject to enforcement actions that require us to change our business practices in a manner which may negatively impact revenue, as well as litigation, fines, penalties and adverse publicity that could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business in a manner that harms our financial position. 18 We collect personally identifiable information and other data from our consumers and merchants.
The factors include, but are not limited to: ● Continued worldwide growth in the adoption and use of cryptocurrencies; ● Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; ● Changes in consumer demographics and public tastes and preferences; ● Our ability to hire and retain employees or engage third-parties with experience in the cryptocurrency industry; ● The maintenance and development of the open-source software protocol of the network; ● The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● General economic conditions and the regulatory environment relating to digital assets; and ● Negative consumer sentiment and perception of Bitcoin specifically and cryptocurrencies generally.
The factors include, but are not limited to: ● continued worldwide growth in the adoption and use of Bitcoin; ● governmental and quasi-governmental regulation of Bitcoin and their use, or restrictions on or regulation of access to and operation of the network or similar Bitcoin mining systems; ● changes in consumer demographics and public tastes and preferences; ● the maintenance and development of the open-source software protocol of the network; ● the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; ● general economic conditions and the regulatory environment relating to digital assets; and ● negative consumer sentiment and perception of Bitcoin specifically and cryptocurrency generally.
If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline.
If one or more of the analysts who elect to cover us downgrade our stock, our stock price could decline rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our stock price to decline.
Acceptance and/or widespread use of Bitcoin is uncertain. Currently, there is a relatively small use of Bitcoin and/or other cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison there is relatively large use by speculators, which contributes to price volatility.
Acceptance and/or widespread use of Bitcoins is uncertain. Currently, there is a relatively small use of Bitcoin in the retail and commercial marketplace for goods or services. In comparison there is relatively large use by speculators contributing to price volatility.
If we fail to integrate our platform with new third-party offerings that our merchants need for their shops, or to adapt to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality that our merchants and their customers expect, which would negatively impact our offerings and, as a result, harm our business. 31 State tax authorities may seek to assess state and local business taxes and sales and use taxes.
If we fail to integrate our platform with new third-party offerings that our merchants need for their shops, or to adapt to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality that our merchants and their customers expect, which would negatively impact our offerings and, as a result, harm our business.
The failure of our vendors and partners to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due to, among other consequences: ● loss of revenues; ● loss of merchants and partners; ● loss of merchant and cardholder data; ● fines imposed by card networks; ● harm to our business or reputation resulting from negative publicity; ● exposure to fraud losses or other liabilities; ● additional operating and development costs; or ● diversion of management, technical and other resources.
The failure of our vendors and partners to perform their obligations and provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability due to, among other consequences: ● loss of revenues; ● loss of merchants and partners; ● loss of merchant and cardholder data; ● fines imposed by card networks; ● harm to our business or reputation resulting from negative publicity; ● exposure to fraud losses or other liabilities; ● additional operating and development costs; or ● diversion of management, technical and other resources. 22 Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.
Our Bitcoin mining operation in Tennessee is, and any future mining farms we establish will be, subject to a variety of risks relating to physical condition and operation, including: ● the presence of construction or repair defects or other structural or building damage; ● any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements; ● any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and ● claims by employees and others for injuries sustained at our properties.
Our current Bitcoin mining farm in Tennessee is, and any future mining farms we establish will be, subject to a variety of risks relating to physical condition and operation, including: ● the presence of construction or repair defects or other structural or building damage; ● any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements; ● any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and ● claims by employees and others for injuries sustained at our properties. 34 For example, a mine could be rendered inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the mine.
We could issue additional common stock, which might dilute the book value of our capital stock. The Company may issue all or a part of its authorized but unissued shares of common stock. Any such stock issuance could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock.
The Company may issue all or a part of its authorized but unissued shares of common stock. Any such stock issuance could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock.
The loss of the services of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results and require significant amounts of time, training and resources to find suitable replacements and integrate them within our business, and could affect our corporate culture. 14 Our Chief Financial Officer is currently employed on a part-time basis.
The loss of the services of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition and operating results and require significant amounts of time, training and resources to find suitable replacements and integrate them within our business, and could affect our corporate culture.
On May 16, 2023, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30 consecutive business days, we failed to maintain a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
(“we”, “us” or “our”) received written notice from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying us that, for a period of 30 consecutive business days, we failed to maintain a minimum closing bid price of $1.00 as required for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2).
Given the size of the Company and our operational needs, we initially hired our Chief Financial Officer, Rachel Boulds, on a part-time basis. While we have discussed with Ms. Boulds the possibility of becoming our full-time Chief Financial Officer, it is anticipated that Ms. Boulds will continue to be employed on a part-time basis for the next twelve months.
Our Chief Financial Officer is currently employed on a part-time basis. Given the size of the Company and our operational needs, we initially hired our Chief Financial Officer, Rachel Boulds, on a part-time basis. While we have discussed with Ms. Boulds the possibility of becoming our full-time Chief Financial Officer, it is anticipated that Ms.
Any type of security breach, attack or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation and deter existing and prospective merchants from using our services or from making electronic payments generally, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), distract our management, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card networks and adversely affect our continued card network registration and financial institution sponsorship.
Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to misuse of personal information of our merchants and consumers, lost revenue and reputational harm. 19 Any type of security breach, attack or misuse of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation and deter existing and prospective merchants from using our services or from making electronic payments generally, increase our operating expenses in order to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service interruptions), distract our management, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under state, federal and foreign laws or by card networks and adversely affect our continued card network registration and financial institution sponsorship.
As the number of Bitcoin awarded for solving a block in a blockchain decreases, the incentive for miners to continue to contribute to the Bitcoin network will transition from a set reward to transaction fees.
Transactional fees may decrease demand for Bitcoin and prevent expansion. As the number of Bitcoin awarded for solving a block in a blockchain decreases, the incentive for miners to continue to contribute to the Bitcoin network will transition from a set reward to transaction fees.
Because certain principal stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited. As of April 1, 2025, Ronny Yakov, our chief executive officer, owned or controlled approximately 23.99% of our outstanding voting stock. Accordingly, Mr.
Because certain principal stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited. As of March 31, 2026, Ronny Yakov, our chief executive officer, owned or controlled approximately 35% of our outstanding voting stock. Accordingly, Mr.
Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk. We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters.
We operate in a rapidly changing industry. Accordingly, our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters.
Such lack of acceptance or decline in acceptances would have a material adverse effect on our ability to pursue this business segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account. 36 Transactional fees may decrease demand for Bitcoin and prevent expansion.
Such lack of acceptance or decline in acceptances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire for our own account.
Crises may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of any cryptocurrencies we hold or expect to acquire for our own account.
This may increase the likelihood of a subsequent price decrease as crisis-driven purchasing behavior wanes, adversely affecting the value of any Bitcoin we hold or expect to acquire for our own account.
Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction in the price of Bitcoin and the value of our securities. Bitcoin inventory, including that maintained by or for us, may be exposed to cybersecurity threats and hacks. As with any computer code generally, flaws in Bitcoin codes may be exposed by malicious actors.
Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction in the price of Bitcoin and the value of our securities. 40 Bitcoin inventory, including that maintained by or for us, may be exposed to cybersecurity threats and hacks.
If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to tax liability for past sales.
State tax authorities may seek to assess state and local business taxes and sales and use taxes. If we are required to collect sales and use taxes in additional jurisdictions, we might be subject to tax liability for past sales.
Some of these organizations and service providers are our competitors or provide similar services and technology to our competitors, and we do not have long-term or exclusive contracts with them. 22 Our systems and operations or those of our third-party vendors and partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events (including events that are the result of the COVID-19 pandemic).
Our systems and operations or those of our third-party vendors and partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial insolvency, bankruptcy and similar events (including events that are the result of the COVID-19 pandemic).
We collect personally identifiable information and other data from our consumers and merchants. Laws and regulations in several countries restrict certain collection, processing, storage, use, disclosure and security of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of protected information.
Laws and regulations in several countries restrict certain collection, processing, storage, use, disclosure and security of personal information, require notice to individuals of privacy practices, and provide individuals with certain rights to prevent use and disclosure of protected information.
Bitcoin are held in software wallets, which may be subject to cyberattacks. Several errors and defects have been found previously, including those that disabled some functionality for users and exposed users’ information. Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred.
As with any computer code generally, flaws in Bitcoin codes may be exposed by malicious actors. Several errors and defects have been found previously, including those that disabled some functionality for users and exposed users’ information. Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred.
In addition, some of our competitors are larger and have greater financial resources than us, enabling them to maintain a wider range of product offerings, mount extensive promotional campaigns and be more aggressive in offering products and services at lower rates, which may adversely affect our business, financial condition or results of operations. 17 Potential changes in the competitive landscape, including disintermediation from other participants in the payments chain, could harm our business.
In addition, some of our competitors are larger and have greater financial resources than us, enabling them to maintain a wider range of product offerings, mount extensive promotional campaigns and be more aggressive in offering products and services at lower rates, which may adversely affect our business, financial condition, results of operations or cash flows.
In addition, to the extent that we have failed to comply with our obligations under particular licenses for open source software, we may lose the right to continue to use and exploit such open source software in connection with our operations and solutions, which could disrupt and adversely affect our business. 30 We rely on search engines and social networking sites to attract a meaningful portion of our merchants.
In addition, to the extent that we have failed to comply with our obligations under particular licenses for open source software, we may lose the right to continue to use and exploit such open source software in connection with our operations and solutions, which could disrupt and adversely affect our business.
In addition, new products and services arising out of technological developments may reduce the attractiveness of our services. If we fail to adapt successfully to technological advances or fail to obtain access to new technologies, we could lose customers and be limited in our ability to attract new customers and/or sell new services to our existing customers.
If we fail to adapt successfully to technological advances or fail to obtain access to new technologies, we could lose customers and be limited in our ability to attract new customers and/or sell new services to our existing customers.
In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.
In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock. 43 We could issue additional common stock, which might dilute the book value of our capital stock.
It is doubtful that any given cryptocurrency has any intrinsic value. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable.
The growth of this industry in general, and the use of Bitcoin in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable.
The termination of our member registration or our status as a certified service provider, or any changes in network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to or through our merchants or partners, could adversely affect our business, financial condition or results of operations. 24 As such, we and our merchants are subject to card network rules that could subject us or our merchants to a variety of fines or penalties that may be levied by card networks for certain acts or omissions by us.
The termination of our member registration or our status as a certified service provider, or any changes in network rules or standards, including interpretation and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to or through our merchants or partners, could adversely affect our business, financial condition or results of operations.
Shares eligible for future sale may adversely affect the market for our common stock. As of April 1, 2025, there are 856,313 warrants to purchase shares of our common stock outstanding (with a weighted average exercise price of $68.33 and 20,000 outstanding options to purchase shares of common stock (with a weighted average exercise price of $0.10.
Shares eligible for future sale may adversely affect the market for our common stock. As of March 31, 2026, there are 596,405 warrants to purchase shares of our common stock outstanding (with a weighted average exercise price of $62.43 and 20,000 outstanding options to purchase shares of common stock (with a weighted average exercise price of $0.10.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of the date of this Report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Report.
Biggest changeThe Chief Executive Officer also notifies the audit committee chair of any material cybersecurity incidents. 46 As of the date of this Report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition and that are required to be reported in this Report.
Our management team is informed about the effectiveness of the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes. 43 Our Audit Committee is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.
Our management team is informed about the effectiveness of the prevention, detection, mitigation, and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes. Our Audit Committee is responsible for overseeing the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure of material cybersecurity matters.
Our Systems Application Manager, or a delegate, informs the Chief Executive Officer of certain cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in our incident response plan and related processes. The CEO also notifies the audit committee chair of any material cybersecurity incidents.
Our Systems Application Manager, or a delegate, informs the Chief Executive Officer of certain cybersecurity incidents that may potentially be determined to be material pursuant to escalation criteria set forth in our incident response plan and related processes.
For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor included in the section entitled “Item 1A. Risk Factors” in this Report.
For further discussion of the risks associated with cybersecurity incidents, see the cybersecurity risk factor included in the section entitled “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe monthly base rent was $4,023.75 for the first 12 months increasing each year thereafter. The total rent for the entire lease term is $162,435 and $4,397 is payable as a security deposit.
Biggest changeThe monthly base rent was $4,023.75 for the first 12 months increasing each year thereafter. The total rent for the entire lease term is $162,435 and $4,397 is payable as a security deposit. The lease was cancelled without penalty on December 31, 2025.
Item 2. Property For our corporate headquarters we currently rent shared office space at 1120 Avenue of the Americas, 4 th Floor, New York, New York which can be 150 square feet. The monthly services fee is $2,765, with a 6% increase with a rental renewal, and a communications fee of $150 per month.
Item 2. Property For our corporate headquarters we currently rent shared office space at 1120 Avenue of the Americas, 4 th Floor, New York, New York which can be 150 square feet. The monthly service fee is $1,674, with a 6% increase with a rental renewal, and a communications fee of $150 per month.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings The Company is engaged ongoing litigation with FFS relating to a breach of contract in connection with the Acquired Merchant Portfolio whereby the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio.
Biggest changeLegal Proceedings The Company is engaged ongoing litigation with FFS Data Corporation (“FFS”) relating to a breach of contract in connection with the Acquired Merchant Portfolio whereby the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio.
Other than discussed above, there are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates. Item 4. Mine Safety Disclosures Not applicable. 44 PART II.
Other than discussed above, there are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates. Item 4. Mine Safety Disclosures Not applicable. 47 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAt April 1, 2025 there were approximately 150 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor Portland, OR 97204.
Biggest changeAt March 31, 2026, there were approximately 162 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name. The transfer agent and registrar for our common stock is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor Portland, OR 97204.
The shares were valued at $1.89, the closing price on the date of grant, for total non-cash expense of $4,725. Securities Authorized for Issuance Under Equity Compensation Plans None. Item 6. [Reserved] 45
The shares were valued at $1.26, the closing stock price on the date of grant, for total non-cash expense of $63,000. Securities Authorized for Issuance Under Equity Compensation Plans None. Item 6. [Reserved]
Removed
Recent Issuance of Unregistered Securities On January 16, 2024, the Company issued 39,211 shares of common stock to its VP of Finance, Patrick Smith. The shares were issued for bonus compensation of $300,000 that was accrued as of December 31, 2023 (see Note 14).
Added
Recent Issuance of Unregistered Securities On June 2, 2025, Mr. Yakov converted the 1,021 shares of Series A held into 1,021,000 shares of common stock and the accrued dividends of $529,000 into 529,000 shares of common stock. On June 2, 2025, Mr. Yakov converted $1,772,529 of principal and interest into 1,772,529 shares of common stock. On June 2, 2025, Mr.
Removed
On January 16, 2024, the Company issued 78,421 shares of common stock to its CEO, Ronny Yakov. The shares were issued for bonus compensation of $600,000 that was accrued as of December 31, 2023 (see Note 14). On January 24, 2024, Mr.
Added
Smith converted $69,642 of principal and interest into 69,642 shares of common stock. On June 2, 2025, Mr. Smith converted $510,417 and $150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock. On June 2, 2025, Mr. Yakov converted $1,062,500 and $300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.
Removed
Yakov exercised options to purchase a total of 1,187,919 pre-split shares of common stock (118,792 post-split) for $4,079 (see Note 9 and Note 14). On January 24, 2024, Mr. Smith exercised options to purchase a total of 381,069 pre-split shares of common stock (38,107 post-split) for $2,761 (see Note 9 and Note 14).
Added
During the year ended December 31, 2025, the Company issued 250,000 shares of common stock for payment of $270,235 of legal fees of which $107,469 was applied to accounts payable and $162,766 has been debited to prepaid expenses. During the year ended December 31, 2025, the Company issued 370,000 shares of common stock for services.
Removed
During the year ended December 31, 2024, the Company sold 478,637 shares of common stock from its ATM Offering, for total proceeds of $1,090,890. During the year ended December 31, 2024, the Company issued 2,500 shares of common stock as a charitable contribution.
Added
The shares were valued at $1.26, the closing stock price on the date of grant, for a total value of $466,200. During the year ending December 31, 2025, the Company issued 35,000 shares of common stock to its CFO for services.
Added
The shares were valued at $2.02, the closing stock price on the date of grant, for total non-cash expense of $70,700. During the year ending December 31, 2025, the Company issued 35,000 shares of common stock to its CFO for services.
Added
The shares were valued at $2.02, the closing stock price on the date of grant, for total non-cash expense of $70,700. During the year ending December 31, 2025, the Company issued an additional 50,000 shares of common stock to its CFO for services.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company On April 26, 2024, the Company filed with the State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became effective on April 26, 2024, to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved by the Company’s stockholders at a special meeting on April 26, 2024.
Biggest changeThe Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.
DMINT initiated the first phase of its Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania. As of December 31, 2024, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin. In February 2023, it re-deployed all of the computers to its Selmer, Tennessee location.
DMINT initiated the first phase of its Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania. As of December 31, 2025, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin. In February 2023, it re-deployed all of the computers to its Selmer, Tennessee location.
The Company has reviewed its cash flow activity during 2024 and projected cash flow forecast for 2025 and performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report.
The Company has reviewed its cash flow activity during 2025 and projected cash flow forecast for 2026 and performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report.
Based on projected cash to be used in operations to be offset by expected proceeds from the ATM program and loan proceeds from Ronny Yakov under the loan agreement, the Company believes it has sufficient liquidity in order to sustain operations for at least the twelve months following the filing of this Annual Report.
Based on projected cash to be used in operations to be offset by expected proceeds from capital raises, the ATM program and loan proceeds from Ronny Yakov under the loan agreement, the Company believes it has sufficient liquidity in order to sustain operations for at least the twelve months following the filing of this Annual Report.
We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM. SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions (though our revenue from these transactions is limited).
We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.com ™ . SecurePay.com ™ , is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions (though our revenue from these transactions is limited).
The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging money transmission and transactional business. On July 23, 2021, we formed our wholly owned subsidiary, DMINT, Inc. (“DMINT”), to operate in the Bitcoin mining industry, specifically the mining of Bitcoin.
The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging money transmission and transactional business. On July 23, 2021, we formed our wholly owned subsidiary, DMINT, to operate in the Bitcoin mining industry, specifically the mining of Bitcoin.
The LLC will enable the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal.
The LLC enables the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal.
Investing Activities For the year ended December 31, 2024, we received $332,893 of cash used for investing activities. We received $548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in the LLC. For the year ended December 31, 2023, we used $2,080,113 of cash used for investing activities.
For the year ended December 31, 2024, we received $332,893 of cash used for investing activities. We received $548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in the LLC.
The Company plans to market to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes.
The Company markets to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States, the ability of having one POS system that allows the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes.
Financing Activities For the year ended December 31, 2024, we received net cash of $2,115,843 from financing activities as a result of receiving $1,191,282 from our CEO, $1,090,890 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $31,750.
For the year ended December 31, 2024, we received net cash of $2,115,843 from financing activities as a result of receiving $1,191,282 from our CEO, $1,090,890 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $31,750. We made repayments on our note payable of $204,919.
On June 15, 2023, the Company entered into a Membership Interest Purchase Agreement with SDI Black 001, LLC (“Seller”) whereby the Company acquired from Seller 80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a Cuentas SDI, LLC) (the “LLC”).
(“DREH”) will remain a wholly owned subsidiary of DMINT. 49 On June 15, 2023, the Company entered into a Membership Interest Purchase Agreement with SDI Black 001, LLC (“Seller”) whereby the Company acquired from Seller 80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a Cuentas SDI, LLC) (the “LLC”).
At December 31, 2024, DMINT had mined 57.74 Bitcoin. The Company is currently in the process of spinning off DMINT into a stand-alone entity. As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity.
At December 31, 2025, DMINT had mined 60.01 Bitcoin. The Company is currently in the process of spinning off DMINT into a stand-alone entity. As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity.
Liquidity and Capital Resources At December 31, 2024, the Company had cash of $27,436 and negative working capital of $8,650,939. On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program.
Liquidity and Capital Resources At December 31, 2025, the Company had cash of $15,777 and negative working capital of $6,640,236. On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program.
In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system. On May 22, 2020, the Company purchased certain assets from POSaBIT Inc.
In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system. On May 14, 2021, the Company formed its wholly owned subsidiary, OLBit.
Liquidity and Capital Resources Changes in Cash Flows Operating Activities For the year ended December 31, 2024, we used $2,600,036 of cash in operating activities, which included our net loss offset by $3,149,942 for amortization and depreciation expense, $406,500 for stock-based compensation, impairment expense of $2,962,469, a realized gain of $222,751 from the sale of bitcoin and a realized gain on investment of $274,731 and net changes in operating assets and liabilities of $2,598,309. 48 For the year ended December 31, 2023, we received $2,046,922 of cash in operating activities, which included our net loss offset by $6,732,132 for amortization and depreciation expense, $727,758 for stock-based compensation, impairment expense of $12,902,788, a realized gain of $288,584 from the sale of bitcoin and an unrealized gain on investment of $23,662 and net changes in operating assets and liabilities of $5,274,238.
For the year ended December 31, 2024, we used $2,600,036 of cash in operating activities, which included our net loss offset by $3,149,942 for amortization and depreciation expense, $406,500 for stock-based compensation, impairment expense of $2,962,469, a realized gain of $222,751 from the sale of bitcoin and a realized gain on investment of $274,731 and net changes in operating assets and liabilities of $2,598,309. 51 Investing Activities For the year ended December 31, 2025, we had no investing activities.
As of December 31, 2024, the ATM Offering has resulted in net proceeds of $1,090,890. During the twelve months ended December 31, 2024, Mr. Yakov made payments on behalf of the Company in the amount of $1,191,282. As of December 31, 2024, the Company owes Mr. Yakov $1,203,960.
As of December 31, 2025, the ATM Offering has resulted in net proceeds of $1,978,676. During the twelve months ended December 31, 2025, Mr. Yakov made payments on behalf of the Company in the amount of $560,832. As of December 31, 2025, the Company owes Mr. Yakov $167,315.
We earned $9,684,152 in transaction and processing fees, $75,575 in merchant equipment sales, $521,268 in revenue from monthly recurring subscriptions, $413,332 of revenue from the Bitcoin Mining segment, and $2,144,661 of digital product revenue; compared to $27,096,245 in transaction and processing fees, $89,532 in merchant equipment sales, $312,565 in revenue from monthly recurring subscriptions, $538,718 of revenue from the Bitcoin Mining Segment and $2,534,577 of digital product revenue.
We earned $7,936,768 in transaction and processing fees, $28,720 in merchant equipment sales, $210,256 of revenue from the Bitcoin Mining segment, $302,241 in revenue from monthly recurring subscriptions and $198,922 of digital product revenue; compared to $9,684,152 in transaction and processing fees, $75,575 in merchant equipment sales, $413,332 of revenue from the Bitcoin Mining segment, $521,268 in revenue from monthly recurring subscriptions and $2,144,661 of digital product revenue.
This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. Significant Accounting Policies Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our significant accounting policies and recently adopting and issued accounting standards.
Significant Accounting Policies Refer to Note 2 of our consolidated financial statements contained elsewhere in this Annual Report on Form 10-K for a summary of our significant accounting policies and recently adopting and issued accounting standards.
We also have products that provide support for crowdfunding and other capital raising initiatives. We supplement our online platforms with certain hardware solutions that are integrated with our online platforms.
We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including financial and transaction processing services. We also have products that provide support for crowdfunding and other capital raising initiatives. We supplement our online platforms with certain hardware solutions that are integrated with our online platforms.
Professional fees for the year ended December 31, 2024 were $1,939,542 compared to $2,336,785 for the year ended December 31, 2023, a decrease of $397,243 or 17%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees.
Professional fees for the year ended December 31, 2025 were $935,076 compared to $1,939,542 for the year ended December 31, 2024, a decrease of $1,004,466 or 51.8%. Professional fees consist mainly of audit and legal fees.
For the year ended December 31, 2024, we recognized a realized gain from the sale of bitcoin of $222,751 and an unrealized gain on investment of $274,731. We also had interest expense of $45,942.
We also recognized a loss on the extinguishment of accounts payable of $52,000 and a loss on conversion of accrued salaries and loans payable to related party of $175,763. For the year ended December 31, 2024, we recognized a realized gain from the sale of bitcoin of $222,751 and an realized gain on investment of $274,731.
We had a decrease of revenue for our transaction and processing fees of $17,412,093, a decrease of $125,386 of bitcoin mining revenue, a decrease of $208,703 from the monthly recurring subscriptions, a decrease in merchant equipment sales of $13,957 and a decrease of $389,916 of digital product revenue.
We had a decrease of revenue for our transaction and processing fees of $1,747,384, a decrease in merchant equipment sales of $46,855, a decrease of $203,076 of bitcoin mining revenue, a decrease of $219,027 from the monthly recurring subscriptions, and a decrease of $1,945,739 of digital product revenue.
In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of the Yakov LLC over all of the assets of the Company.
In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of the Yakov LLC over all of the assets of the Company. During the six months ended June 30, 2025, all amounts owed to Mr. Yakov at that time were converted into shares of common stock.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation The following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31, 2024 and 2023 should be read in conjunction with the consolidated financial statements and notes related thereto included elsewhere in this report.
Management’s Discussion and Analysis of Financial Condition and Results of Operation The following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31, 2025 and 2024 should be read in conjunction with the consolidated financial statements and notes related thereto included elsewhere in this Annual Report on Form 10-K. 48 Overview We are primarily a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business solutions to merchants throughout the United States.
Salary and wage expense for the year ended December 31, 2024 was $2,932,948 compared to $3,817,508 for the year ended December 31, 2023, a decrease of $884,560 or 23.2%. The decrease is due to a decrease in headcount.
The decrease in the current period is due to assets being impaired in 2024. Salary and wage expense for the year ended December 31, 2025 was $2,993,692 compared to $2,932,948 for the year ended December 31, 2024, an increase of only $60,744 or 2.1%.
Amortization expense for the year ended December 31, 2024 was $533,805 compared to $4,172,117 for the year ended December 31, 2023, a decrease of $3,638,312 or 87.2%. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.
Processing and servicing costs decreased in conjunction with the decreased revenue and merchant attrition. Amortization expense for the year ended December 31, 2025 was $0 compared to $533,805 for the year ended December 31, 2024. We recorded amortization expense on our merchant portfolio, trademarks and natural gas purchase rights in 2024 and none in 2025.
The decrease was mainly due to a $788,700 decrease in banking fees, a decrease of $295,500 in Computer & Software Expenses, a $353,700 decrease in Utility Expense and a $550,450 decrease in contracted services. For the year ended December 31, 2024, we had total impairment expense of $2,962,469 related to Dmint’s exclusive agreement to purchase natural gas.
For the year ended December 31, 2024, we had total impairment expense of $2,962,469 related to DMINT’s exclusive agreement to purchase natural gas. For the year ended December 31, 2025, we incurred interest expense for related parties of $395,926 and other expense of $85,000.
Depreciation expense for our Bitcoin Mining Segment was $2,616,137 for the year ended December 31, 2024 compared to $2,560,015 for the year ended December 31, 2023, an increase of $56,122 or 2.2%.
The decrease in the current period is due to most of the assets being fully amortized in 2024. Depreciation expense for our Bitcoin Mining Segment was $507,393 for the year ended December 31, 2025 compared to $2,616,137 for the year ended December 31, 2024, a decrease of $2,108,744 or 80.6%.
General and Administrative (“G&A”) expense for the year ended December 31, 2024, was $2,861,300 compared to $7,078,947 for the year ended December 31, 2023, a decrease of $4,217,647 or 59.6%.
The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity for ongoing litigation was much less in the current year. General and Administrative (“G&A”) expense for the year ended December 31, 2025, was $1,877,693 compared to $2,861,300 for the year ended December 31, 2024, a decrease of $983,607 or 34.4%.
The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares. 47 Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For the year ended December 31, 2024, we had total revenue of $12,838,988 compared to $30,571,637 of revenue for the year ended December 31, 2023, a decrease of $17,732,649 or 58%.
Results of Operations Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 For the year ended December 31, 2025, we had total revenue of $8,676,907 compared to $12,838,988 of revenue for the year ended December 31, 2024, a decrease of $4,162,081 or 32.4%.
For the year ended December 31, 2024, we had processing and servicing costs of $10,669,238 compared to $21,181,499 of processing and servicing costs for the year ended December 31, 2023, a decrease of $10,512,261 or 49.6%. Processing and servicing costs decreased in conjunction with the decreased revenue.
The majority of the transitions have been completed, and vendors will be in use by Q1 2026. 50 For the year ended December 31, 2025, we had processing and servicing costs of $7,528,415 compared to $10,669,238 of processing and servicing costs for the year ended December 31, 2024, a decrease of $3,140,823 or 29.4%.
For the year ended December 31, 2023, we recognized a realized gain from the sale of bitcoin of $288,584 and an unrealized gain on investment of $23,662. We also had other income of $40,320 and interest expense of $148,483. Our net loss for year ended December 31, 2024, was $11,224,911 compared to $23,273,939 for year ended December 31, 2023.
We also had interest expense of $45,942. Our net loss for year ended December 31, 2025, was $5,874,051 compared to $11,224,911 for year ended December 31, 2024. We had a decrease in our net loss of $5,350,860 for the reasons discussed above.
We made repayments on our note payable of $204,919. For the year ended December 31, 2023, we used net cash of $221,829 in financing activities as a result of a cash overdraft obtained in an acquisition of $8,050 and payments on a note payable of $226,457 along with $12,678 in advances from related parties.
Financing Activities For the year ended December 31, 2025, we received net cash of $1,318,724 from financing activities as a result of receiving $560,832 from our CEO and $887,786 from the sale of common stock, and a decrease in our cash overdraft of $4,731. We made repayments on our note payable of $38,838 and to our CEO of $86,325.
Removed
Overview We are a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business solutions to merchants throughout the United States. We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including financial and transaction processing services.
Added
We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.
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Our business functions primarily through three wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay, though substantially all of our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019).
Added
The decrease was mainly due to an approximately $324,000 decrease in bank fees. During the current year the Company closed its risk portfolio account which resulting in a large decrease to the bank fees. We had a decrease of $116,000 for outside services due to fewer service providers used for Dmint. We had a $112,000 decrease in compliance related fees.
Removed
We expect to build out our OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.
Added
In the prior year we incurred fees for money transition licenses for OLBit. We did not have these expenses in 2025. We had a $64,000 decrease in rent expense as a result of the new lease in 2025 and we had a decrease of $230,000 in insurance expense due to the renewal of policies in the 2025.
Removed
(“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”). The assets included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains. On May 14, 2021, the Company formed its wholly owned subsidiary, OLBit, Inc. (“OLBit”).
Added
In addition, we recognized a $775,000 deemed dividend for preferred stock and a $30,630 for preferred dividends for a net loss applicable to common shareholders of $6,679,681.
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(“DREH”) will remain a wholly owned subsidiary of DMINT. 46 On January 3, 2022, the Company entered into a share exchange agreement with all of the stockholders of Crowd Ignition, Inc.
Added
Liquidity and Capital Resources Changes in Cash Flows Operating Activities For the year ended December 31, 2025, we used $1,330,383 of cash in operating activities, which included our net loss offset by $507,392 for depreciation expense, $800,040 for stock-based compensation, loss on conversion related party debt of $175,763, Loss on settlement of accounts payable and debt of $52,000, other expense of $25,250 and net changes in operating assets and liabilities of $2,983,365.
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(“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI Issued Shares”).
Added
During the first quarter of 2026, the Company raised capital through a direct offering and a PIPE. The total cash to the Company from these transactions totaled over $3.7M. The Company believes this is sufficient to cover operations for the next 12 months.
Removed
The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. The share exchange transaction closed on January 3, 2022.
Added
Management believes that the Company’s existing cash resources, together with expected capital raises, potential advances under the ATM program, related party financing, and other available funding sources, will be sufficient to support operations through March 31, 2027.
Removed
Prior to the closing of the share exchange transaction, Ronny Yakov, Chairman and CEO of the Company, and John Herzog, a stockholder of the Company, owned 100% of the outstanding equity of Crowd Ignition. Crowd Ignition is a web-based crowdfunding software system.
Removed
The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments and issue securities.
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The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.
Removed
Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted under Regulation CF.
Removed
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share.
Removed
No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split.
Removed
Immediately following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices.
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Transaction and processing revenue decreased as a result of the loss of the CBD portfolio. Bitcoin revenue decreased due to the price of bitcoin dropping in 2024 compared to 2023. Monthly recurring subscription revenue decreased due to less subscriptions.
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The decrease in the current period is due to the write off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the year ended December 31, 2024.
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For the year ended December 31, 2023, we had total impairment expense of $12,902,788. $12,642,857 was for the write down of the Acquired Merchant Portfolio. There was also an impairment of $259,931 related to the Bitcoin miners owned by DMINT.
Removed
We had a decrease in our net loss of $12,049,028 for the reasons discussed above.
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We used $1,225,148 for property and equipment, $4,965 for purchase of intangible assets and $850,000 the purchase of an 80.01% interest in Cuentas SDI, LLC.
Removed
Without raising additional capital, either via additional advances made pursuant to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through March 31, 2026. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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