OLB GROUP, INC. 10-Q

Item 1. Financial Statements INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited) 3 Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021, and 2020 (unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited) 5 Notes to the Condensed Consolidated Financial Statements (unaudited) 6 1 The OLB Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2021 December 31, 2020 ASSETS (Unaudited) Current Assets: Cash $ 2,051,057 $ 3,824,491 Accounts receivable, net 388,625 355,994 Prepaid expenses 8,019 15,754 Other current assets 8,768 8,768 Total Current Assets 2,456,469 4,205,007 Other Assets: Property and equipment, net 12,765 19,807 Intangible assets, net 2,274,008 2,640,816 Goodwill 6,858,216 6,858,216 Operating lease right-of-use assets, net 226,024 269,508 Other long-term assets 439,864 384,148 TOTAL ASSETS $ 12,267,346 $ 14,377,502 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 325,891 $ 359,968 Accrued expenses 175,734 103,634 Operating lease liability – current portion 89,229 85,598 Note payable – current portion - 450,000 Total Current Liabilities 590,854 999,200 Long Term Liabilities: Notes payable, net of current portion 236,231 7,441,076 Operating lease liability – net of current portion 139,629 185,045 Total Liabilities 966,714 8,625,321 Commitments and contingencies (Note 10) Stockholders’ Equity: Preferred stock, ($ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at June 30, 2021 and December 31, 2020) - - Series A Preferred stock, ($ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at June 30, 2021 and December 31, 2020) 46 46 Common stock, $ 0.0001 par value; 200,000,000 shares authorized, 7,273,877 and 6,170,054 shares issued and outstanding at June 30, 2021 and December 31, 2020 727 617 Additional paid-in capital 33,694,458 26,380,124 Accumulated deficit ( 22,394,599 ) ( 20,628,606 ) Total Stockholders’ Equity 11,300,632 5,752,181 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 12,267,346 $ 14,377,502 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Revenue: Transaction and processing fees $ 2,666,049 $ 1,831,896 $ 4,756,313 $ 4,168,375 Merchant equipment rental and sales 46,896 18,548 65,403 38,810 Other revenue from monthly recurring subscriptions 120,627 149,591 238,260 406,843 Total revenue 2,833,572 2,000,035 5,059,976 4,614,028 Operating expenses: Processing and servicing costs, excluding merchant portfolio amortization 2,098,745 1,294,604 3,646,019 3,015,017 Amortization expense 215,903 203,215 431,807 406,429 Salaries and wages 336,703 317,198 1,156,794 717,386 General and administrative expenses 848,368 380,888 1,474,637 896,255 Total operating expenses 3,499,719 2,195,905 6,709,257 5,035,087 Loss from operations ( 666,147 ) ( 195,870 ) ( 1,649,281 ) ( 421,059 ) Other Income (Expense): Interest expense - ( 213,430 ) ( 116,736 ) ( 429,555 ) Interest expense, related party ( 101,315 ) - ( 202,631 ) Other income 11 206 24 629 Total other income (expense) 11 ( 314,539 ) ( 116,712 ) ( 631,557 ) Net Loss $ ( 666,136 ) $ ( 510,409 ) $ ( 1,765,993 ) $ ( 1,052,616 ) Net loss per share, basic and diluted $ ( 0.09 ) $ ( 0.09 ) $ ( 0.25 ) $ ( 0.19 ) Weighted average shares outstanding, basic and diluted 7,117,070 5,524,640 6,905,822 5,524,640 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity For the Three and Six Months ended June 30, 2021 and 2020 (Unaudited) Preferred Stock Common Stock Additional Paid Accumulated Shares Amount Shares Amount In Capital Deficit Total Balance at January 1, 2021 4,633 $ 46 6,170,054 $ 617 $ 26,380,124 $ ( 20,628,606 ) $ 5,752,181 Stock based compensation - - - - 74,011 - 74,011 Common stock issued for the exercise of warrants - - 944,720 94 7,160,846 - 7,160,940 Net loss - - - - - ( 1,099,857 ) ( 1,099,857 ) Balance at March 31, 2021 4,633 46 7,114,774 711 33,614,981 ( 21,728,463 ) 11,887,275 Common stock issued for the exercise of options – related party - - 159,103 16 - - 16 Stock based compensation - - - - 79,477 - 79,477 Net loss ( 666,136 ) ( 666,136 ) Balance at June 30, 2021 4,633 $ 46 7,273,877 $ 727 $ 33,694,458 $ ( 22,394,599 ) $ 11,300,632 Common Stock Additional Paid Accumulated Shares Amount In Capital Deficit Total Balance at January 1, 2020 5,411,905 $ 541 $ 16,050,938 $ ( 18,851,879 ) $ ( 2,800,400 ) Stock based compensation - - 74,596 - 74,596 Net loss - - - ( 542,207 ) ( 542,207 ) Balance at March 31, 2020 5,411,905 541 16,125,534 ( 19,394,086 ) ( 3,268,011 ) Stock based compensation - - 74,596 - 74,596 Net loss - - - ( 510,409 ) ( 510,409 ) Balance at June 30, 2020 5,411,905 $ 541 $ 16,200,130 $ ( 19,904,495 ) $ ( 3,703,824 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 1,765,993 ) $ ( 1,052,616 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operations: Depreciation and amortization 438,850 416,005 Stock based compensation 153,488 149,192 Operating lease expense 1,702 Changes in assets and liabilities: Accounts receivable, net ( 32,631 ) 130,567 Prepaid expenses and other current assets 7,735 ( 15,790 ) Other long-term assets ( 55,717 ) 4,414 Accounts payable ( 34,077 ) 178,615 Accrued expenses – related party - 202,630 Accrued expenses 72,098 ( 4,018 ) Deferred revenue - ( 99,594 ) Net Cash used in Operating Activities ( 1,214,545 ) ( 90,595 ) CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of intangible assets ( 65,000 ) ( 125,000 ) Net Cash used in Investing Activities ( 65.000 ) ( 125,000 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from note payable - 236,231 Payments on note payable ( 7,654,845 ) ( 175,000 ) Proceeds from exercise of warrants 7,160,956 - Payment of offering costs - ( 22,815 ) Net Cash (used in) provided by Financing Activities ( 493,889 ) 38,416 Net Change in Cash ( 1,773,434 ) ( 177,179 ) Cash – Beginning of Period 3,824,491 507,616 Cash – End of Period $ 2,051,057 $ 330,437 Cash Paid For: Interest $ 116,736 $ 433,244 Income taxes $ - $ - The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 The OLB Group, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements June 30, 2021 NOTE 1 – BACKGROUND Background The OLB Group, Inc. (“OLB” the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries. The Company provides integrated financial and transaction processing services to businesses throughout the United States. Through its eVance Capital, Inc. subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions primarily to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates as an independent sales organization (“ISO”) generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service and risk. The Company’s Securus365, Inc. subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. CrowdPay.us, Inc. (“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,0000 -$ 50,000,000 of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date, the activities of this subsidiary have been nominal. OmniSoft.io, Inc. (“OmniSoft”) operates a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allows customers to sell a store’s products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared to the overall business. On May 14, 2021, the Company formed OLBit, Inc., a wholly owned subsidiary (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging cryptocurrency-related lending and transactional business. The Company also provides ecommerce development and consulting services on a project-by-project basis. COVID-19 Impact On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. In response to the pandemic, the Company has been working with merchants to address potential changes to the purchase patterns of consumers. In addition, it has been focusing on servicing merchants that sell products with an extended delivery time frame, that have products that are paid for in advance, and that work in the catering, ticketing, limo and travel related businesses which have been directly impacted by the social distancing requirement of the pandemic. Further, for those of the Company’s employees that are able to perform their job remotely, the Company implemented a “remote work” policy and provided employees with the technology necessary to continue to do their jobs from home and for those employees that are unable to perform their job from a remote location, the Company has taken steps to ensure appropriate distancing, continue to require wearing masks in the office and added sanitizing stations along with requiring frequent hand washing and work station cleaning. In addition, the Company has been encouraging its employees to get vaccinated, if possible. At June 30, 2021, most employees were no longer working remotely and had returned to the office. However, the Company continues to monitor and follow the advice of federal and state authorities. The Company has not seen a material impact on its business since states began to roll back restrictions on businesses in the United States. 6 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes, stock-based compensation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, CrowdPay, and Omnisoft. All significant intercompany transactions and balances have been eliminated. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and six months ended June 30, 2021. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of June 30, 2021, the Company had $ 1,496,003 of cash above the FDIC’s $ 250,000 coverage limit. Net Loss per Share Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the six months ended June 30, 2021 and 2020 does not include warrants to acquire up to 2,368,978 and 40,000 shares of common stock, respectively, because of their anti-dilutive effect. The weighted average number of common shares for the six months ended June 30, 2021 and 2020 does not include up to 11,112 and 225,471 options, respectively, to purchase common stock because of their anti-dilutive effect. Accounts Receivable Accounts receivable represent contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. Based on collection experience and periodic reviews of outstanding receivables, management considers all accounts receivable for our residual payments to be fully collectible and accordingly, no allowance for doubtful accounts is required; however, CrowdPay has a recorded an allowance of approximately $ 38,000 as of both June 30, 2021 and December 31, 2020. 7 Reserve for Chargeback Losses Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. Revenue Recognition and Cost of Revenues The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. In the case of “wholesale” residual revenue in which the Company has a direct contractual relationship with the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability and has no or limited contractual relationship with the merchant, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue. Disaggregation of Revenue The following table presents the Company’s revenue disaggregated by revenue source: For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Revenue from contracts with customers: Wholesale contracts $ 2,004,415 $ 1,046,567 $ 3,450,272 $ 2,466,605 Retail contracts $ 441,804 $ 521,085 $ 870,953 $ 1,167,602 Other transaction and processing fees $ 387,353 $ 432,383 $ 738,751 $ 979,821 Total transactions and processing fees $ 2,833,572 $ 2,000,035 $ 5,059,976 $ 4,614,028 The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. 8 Transaction and processing fees Fees for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. These merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete satisfaction of the performance obligation. The Company will recognize revenue on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the best measure of the transfer of control. In wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant services. The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant losses. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees within cost of revenues. In retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant. As such, the Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as revenue. Merchant equipment sales and other The Company generates revenue through the sale and rental of merchant equipment. The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes revenue at a point in time. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing. The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less. NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES At June 30, 2021, the Company had cash of approximately $ 2.1 million and working capital of approximately $ 1.9 million. As such, the Company believes it has sufficient liquidity to fund its future operations and capital requirements for a period of at least twelve months from the date these condensed consolidated financial statements are issued. 9 NOTE 4 – INTANGIBLE ASSETS Intangible assets, net, consist of the following as of: June 30, 2021 December 31, 2020 Merchant Portfolios $ 2,405,000 $ 2,340,000 Less Accumulated Amortization ( 1,380,992 ) ( 1,199,184 ) Net residual portfolios $ 1,024,008 $ 1,140,816 June 30, 2021 December 31, 2020 Trade name $ 2,500,000 $ 2,500,000 Less Accumulated Amortization ( 1,250,000 ) ( 1,000,000 ) Net trade name $ 1,250,000 $ 1,500,000 Total intangible assets, net $ 2,274,008 $ 2,640,816 Amortization expense for the three months ended June 30, 2021 and 2020 was $ 215,903 and $ 203,214 , respectively. Amortization expense for the six months ended June 30, 2021 and 2020 was $ 431,807 and $ 406,429 , respectively. The Company’s merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years. The following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31: 2021 (six months) $ 496,807 2022 863,615 2023 496,443 2024 312,857 2025 104,286 Total $ 2,274,008 The weighted average remaining useful life of amortizing intangible assets was 2.58 years at June 30, 2021. NOTE 5 – NOTE PAYABLE On April 8, 2018, eVance, Omnisoft, and CrowdPay, (collectively, the “Borrowers”), entered into a term loan of $12,500,000 with GACP (the “Term Loan”) which obligations are guaranteed by the Company (collectively with the Borrowers, the “Loan Parties”), under the Loan and Security Agreement (the “Credit Agreement”). On March 2, 2021, the Company transferred cash in the amount of $7,712,256.28 to the Agent under the Credit Agreement (the “Prepayment”). The Prepayment facilitated the discharge in full of all of the obligations under the Credit Agreement. In connection with the extinguishment of the obligations under the Credit Agreement, 40,000 warrants to purchase Common Stock were cancelled. On May 6, 2020, the Company received a Paycheck Protection Program loan under the CARES Act for $236,231 (the “PPP Loan”). The PPP Loan matures on May 7, 2022 and bears interest at 1% per annum. Monthly amortized principal and interest payments are deferred for 6 months after the date of the agreement. The Paycheck Protection Program provides that the use of PPP Loan proceeds were limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company believes it has used the PPP Loan for permitted uses, although no assurance can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan. The loan has been accounted for as long-term debt, which, if forgiven will result in a gain on forgiveness of debt in the period forgiveness is obtained. The bank that funded the loan has not yet started the process to have the loan forgiven. 10 NOTE 6 – STOCK OPTIONS On January 1, 2021, the Company granted stock options to purchase 6,667 shares of common stock pursuant to the terms on the Company’s employment agreement with Mr. Yakov. The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant. The options have an exercise price of $0.001per share and expire in three years after each vest date. The aggregate fair value of the options totaled $ 32,793 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $ 0.001 , 0.16 % risk free rate, 35.03 % volatility and expected life of the options of 3 years. The fair value is being amortized over the applicable vesting period and credited to additional paid in capital. A summary of the status of the Company’s outstanding stock options and changes during the six months ended June 30, 2021 is presented below: Stock Options Options Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding at January 1, 2020 278,506 $ 0.0001 - Granted 6,667 $ 0.001 - Exercised - $ - - Forfeited - $ - - Options outstanding December 31, 2020 285,173 $ 0.0001 $ 1,408,755 Granted 6,667 0.001 - Exercised ( 159,103 ) $ - Forfeited - $ - Options outstanding June 30, 2021 132,737 $ 0.0001 $ Shares exercisable at June 30, 2021 11,110 $ 0.0001 $ 578,863 NOTE 7 – WARRANTS On August 6, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., acting as representative of the underwriters (“Aegis”), pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 700,000 units (the “Units”), with each Unit consisting of: (a) one share of our common stock; (b) two Series A warrants (the “Series A Warrants”), with each Series A Warrant entitling the holder thereof to purchase one share of our common stock at an exercise price equal to $ 9.00 per share, exercisable until the fifth anniversary of the issuance date, subject to their earlier redemption as described therein; and (c) one-half of one Series B warrant (the “Series B Warrants,” and together with the Series A Warrants, the “Warrants”), with each whole Series B Warrant entitling the holder thereof to purchase one share of common stock at an exercise price equal to $ 4.50 per share, exercisable until the fifth anniversary of the issuance date and subject to their earlier redemption as described therein. The Company also granted the underwriters a 45-day option to purchase up to an additional 105,000 shares of common stock, and/or an additional 210,000 Class A Warrants to purchase shares of common stock and/or an additional 52,500 Class B Warrants to purchase shares of common stock as may be necessary to cover over-allotments in connection with the Offering. The Offering, including the exercise in full of the over-allotment option for the Warrants, closed on August 11, 2020. The Units and the securities underlying the Units were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-232368), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on August 6, 2020 (the “Registration Statement”). 11 The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s Offering expenses, was approximately $ 4.9 million. The Company utilized $ 1,120,155 of the net proceeds to repay a portion of the Company’s long-term indebtedness (the “Term Loan”) and anticipates using the remainder of the net proceeds from the Offering to invest in or acquire companies or technologies that are synergistic with or complimentary to our business, expand and market our current products and for working capital and other general corporate purposes (including payment of outstanding accounts payable). Warrants The Warrants were issued in registered form under separate warrant agent agreements (each a “Warrant Agent Agreement”) between us and our warrant agent, Transfer Online, Inc. (the “Warrant Agent”). Each Series A Warrant entitles the registered holder to purchase one share of our common stock at a price equal to $ 9.00 per share, subject to adjustment as discussed below, terminating at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of issuance. No fractional warrants will be issued and only whole warrants are exercisable. The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger or consolidation. If we fail to maintain a current prospectus or prospectus relating to the common stock issuable upon the exercise of the Series A Warrants, such holders may exercise their Series A warrants on a “cashless” basis pursuant to a formula set forth in the terms of the Series A Warrants. Each whole Series B Warrant entitles the holder thereof to purchase one share of our common stock at an exercise price of $ 4.50 per share, subject to adjustment as discussed below, terminating at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of issuance. No fractional warrants will be issued and only whole warrants are exercisable. The exercise price and number of shares of common stock issuable upon exercise of a whole Series B Warrant may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger or consolidation. If we fail to maintain a current prospectus or prospectus relating to the common stock issuable upon the exercise of the Series B Warrants, such holders may exercise their Series B warrants on a “cashless” basis pursuant to a formula set forth in the terms of the Series B Warrants. Each holder of the Warrants will be subject to a requirement that they will not have the right to exercise the Warrants to the extent that, after giving effect to such exercise, such holder (together with its affiliates) would beneficially own in excess of 4.99% (subject to increase to 9.99%) of the shares of our common stock outstanding immediately after giving effect to such exercise. The Warrants are callable in the event that the last sales price of our common stock for any twenty (20) consecutive trading day period on or after the date of issuance (the “Measurement Period”) exceeds $ 9.00 . The Company may, within ten (10) trading days of the end of such Measurement Period, call for the redemption of all or any portion of the outstanding and unexercised Warrants for consideration equal to the Black Scholes Value (as defined therein) of the remaining unexercised portion of the Warrants called for redemption on such date. Pursuant to the Underwriting Agreement, the Company issued to Aegis a warrant (the “Representative’s Warrants”) to purchase 35,000 shares of common stock. The Representative’s Warrants will be exercisable at a per share exercise price equal to $ 11.25 and is exercisable at any time and from time to time, in whole or in part, during the four-year period commencing twelve months from the effective date of the Registration Statement. The Representative’s Warrants also provide for one demand registration right of the shares underlying the Representative’s Warrants, and unlimited “piggyback” registration rights with respect to the registration of the shares of common stock underlying the Representative’s Warrants and customary anti-dilution provisions. 12 The aggregate fair value of the 35,000 warrants, totaled $ 363,958 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $ 11.25 , 0.21 % risk free rate, 315.6 % volatility and expected life of the warrants of 6 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital. Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding, December 31, 2018 - $ - - Granted 40,000 $ 7.50 0.52 Outstanding, December 31, 2019 40,000 $ 7.50 0.52 Warrant A Granted (1) 2,639,848 $ 9.00 9.00 Expired - $ - - Warrant B Granted (2) 659,970 $ 4.50 4.50 Warrant B Exercised ( 21,150 ) $ 4.50 - Underwriter Warrant 35,000 $ 11.25 11.25 Underwriter Warrant Exercised - - - Outstanding, December 31, 2020 3,353,698 4.61 4.81 Cancelled ( 40,000 ) $ 7.50 - Warrant A Exercised ( 647,200 ) $ 9.00 - Warrant B Exercised ( 297,520 ) $ 4.50 - Outstanding, June 30, 2021 2,368,978 4.61 4.32 (1) Includes 210,000 Warrant A granted to Underwriters upon exercise of overallotment in connection with the Offering (2) Includes 525,000 Warrant B granted to Underwriters upon exercise of overallotment in connection with the Offering NOTE 8 – OPERATING LEASE On June 24, 2020, eVance, Inc. (“eVance”) entered into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately 4,277 square feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400. The term of the Lease is for thirty-nine (39) months commencing September 1, 2020. The monthly base rent is $8,019 for the first twelve (12) months increasing thereafter to $8,768. The total rent for the entire lease term is $ 315,044 and $ 8,768 is payable as a security deposit. The first three months of rent will be abated so long as eVance is not in default of any portion of the Lease. Balance Sheet Classification June 30, 2021 Asset Operating lease asset Right of use asset $ 226,024 Total lease asset $ 226,024 Liability Operating lease liability – current portion Current operating lease liability $ 89,229 Operating lease liability – noncurrent portion Long-term operating lease liability 139,629 Total lease liability $ 228,859 Lease obligations at June 30, 2021 consisted of the following: For the year ended December 31: 2021 – six months $ 49,086 2022 100,139 2023 94,393 Total payments $ 243,618 Amount representing interest $ ( 14,759 ) Lease obligation, net 228,859 Less current portion ( 89,229 ) Lease obligation – long term $ 139,629 Rent expense for the three months ended June 30, 2021 and 2020, was $ 24,908 and $ 28,634 , respectively. Rent expense for the six months ended June 30, 2021 and 2020, was $ 49,817 and $ 56,452 , respectively. At June 30, 2021, the weighted average remaining lease term is 2.42 years and the weighted average discount rate is 5 %. 13 NOTE 9 – PREFERRED STOCK Our certificate of incorporation authorizes the issuance of 50,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock are currently issued or outstanding. Series A Preferred Stock On August 7, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware. The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated value (the “Stated Value”) of $1,000.00 per share. Holders of Series A Preferred Stock are entitled to the following rights and preferences: Dividends The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12 % per annum. Dividends accrue quarterly. Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors of the Company. Conversion The Series A Preferred Stock holders may convert, at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion price. The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be subject to adjustment for splits and the like. The holders of Series A Preferred Stock will only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there is no further outstanding obligations regarding such indebtedness. Voting Each holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Fractional votes shall not be permitted, and such shares shall be rounded up. Liquidation Preference Each share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon. In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference. 14 NOTE 10 – COMMITMENTS AND CONTINGENCIES In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. On October 20, 2017, the Company entered into a 7-year term employment agreement with its founder and President, effective January 1, 2018 through December 31, 2024. The agreement provides for an annual salary of $ 375,000 , fringe benefits ($ 2,500 monthly automobile allowance, any benefit plans of the Company and 4 weeks paid vacation), an incentive bonus of $ 200,000 based on the achievement of certain performance criteria and an acquisition bonus equal to two ( 2 %) percent of the gross purchase price paid in connection therewith upon the closing of any acquisition directly or indirectly by the Company or its subsidiaries during the Employment Period of any company or business (including purchases of all or substantially all of the assets of any such entity) having then existing sales of not less than three million five hundred thousand dollars ($ 3,500,000 ). During the year ended December 31, 2020, Mr. Yakov was paid a $ 400,000 bonus ($ 200,000 per year for 2019 and 2020). NOTE 11 – SUBSEQUENT EVENTS On July 23, 2021, the Company formed DMINT, Inc., a wholly owned subsidiary (“DMINT”). The purpose of DMINT is to operate its business related to cryptocurrency mining. On July 28, 2021, the Company entered into an exclusive agreement with Cai Energy Blockchain, Inc. (“CAI”) whereby CAI provided the Company with an exclusive natural gas supply agreement (the “Services”). In exchange for the Services, the Company granted CAI options to purchase up to 767,918 shares of Common Stock, $ 0.0001 par value (with a fair market value equal to $ 4.5 million on the date of grant) at an exercise price of $ 0.0001 per share. The natural gas will be used in connection with the Company’s, newly launched, cryptocurrency-related mining business. 15