What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-12 · 511 added, 465 removed, 210 unchanged (82% of the section changed)

Financial Statements

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 20, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2022, and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022, and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

OLB Group, Inc.

The OLB Group, Inc.

and Subsidiaries

Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

September 30,

Current Assets:

24 unchanged sentences

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at June 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value, 200,000,000 shares authorized, 14,702,804 and 11,984,396 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at September 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value, 200,000,000 shares authorized, 14,702,804 and 11,984,396 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

T he accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

OLB Group, Inc.

T he accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Operations

Condensed Consolidated Statements of Operations

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Transaction and processing fees

17 unchanged sentences

Interest expense

Other income (expense)

Total other income (expense)

7 unchanged sentences

$ ( 4,606,112 )

$ ( 2,666,347 )

Net loss per share, basic and diluted

Weighted average shares outstanding, basic and diluted

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OLB Group, Inc.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’ Equity

the Three and Six Months ended June 30, 2022 and 2021

Condensed Consolidated Statements of Stockholders’

For the Three and Nine Months ended September

30, 2022 and 2021

Preferred Stock

13 unchanged sentences

$ ( 28,500,514 )

Stock based compensation

( 1,712,562 )

Balance at September 30, 2022

$ ( 30,213,076 )

Preferred Stock

11 unchanged sentences

( 22,394,599 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OLB Group, Inc.

Common stock and warrants sold for cash

Warrants converted to common stock

Stock based compensation

Options issued for intangible assets

Balance at September 30, 2021

$ ( 23,294,953 )

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Six Months Ended

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

14 unchanged sentences

( 1,028,510 )

( 1,602,406 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of intangible assets

Purchase of property and equipment

Net cash used by investing activities

( 6,003,300 )

Net cash used in investing activities

( 6,068,300 )

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Proceeds from exercise of warrants

Net cash provided by (used in) financing activities

Net proceeds from sale of common stock and warrants

Net cash provided by financing activities

Net change in cash

( 1,173,708 )

( 2,661,436 )

Cash – beginning of period

1 unchanged sentence

Cash paid for:

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

OLB Group, Inc.

Supplemental Non-Cash Disclosure:

Stock options issued for intangible asset

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

to the Unaudited Consolidated Financial Statements

1 – BACKGROUND

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 and business segments.

The Company generates its revenue through two business segments

its Fintech Services and Cryptocurrency Business segments.

Company provides integrated financial and transaction processing services (“Fintech 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

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.

Notes to the Unaudited Consolidated Financial

September 30, 2022

NOTE 1 – 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 and business

The Company generates its revenue through two business segments its Fintech Services and Cryptocurrency Business segments.

Fintech Services:

The Company provides integrated financial and

transaction processing services (“Fintech Services”) to businesses throughout the United States.

Through its eVance Capital,

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.

(“Securus365”) subsidiary operates as a retail ISO and receives residual income as commission

for merchants it places with third party processors.

(“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 -$ 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”) 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.

Company also provides ecommerce development and consulting services on a project-by-project basis.

Cryptocurrency

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 (“Cryptocurrency Business”).

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 value of approximately $ 4.5 million

on the date of grant) at an exercise price of $ 0.0001 per share.

The natural gas is being used in connection with theCryptocurrency

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 lending and transactional business leveraging the Company’s Cryptocurrency

Business and Fintech Services business.

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, 2022, all employees were no longer working remotely and had returned to the office.

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.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles in the United States of America (“U.S.

GAAP”), and pursuant to the rules and regulations of the Securities and

Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management

believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the

six month period ending June 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December

These unaudited financial statements should be read in conjunction with the financial statements and related notes included

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

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.

(“Securus365”)

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 $ 1,000,000 -$ 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.

The Company also provides ecommerce development

and consulting services on a project-by-project basis.

Cryptocurrency Business:

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 (“Cryptocurrency

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 value of approximately $ 4.5 million on the date of grant) at an exercise price

of $ 0.0001 per share.

The natural gas is being used in connection with the Cryptocurrency 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 lending and transactional business leveraging the Company’s Cryptocurrency Business and Fintech Services business.

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.

to the pandemic, the Company has been working with merchants to address potential changes to the purchase patterns of consumers.

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 September 30, 2022, all 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The Company’s unaudited condensed consolidated

financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect

all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position,

results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2022 and not necessarily

indicative of the results to be expected for the full year ending December 31, 2022.

These unaudited financial statements should be read

in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2021.

Use of Estimates

The preparation of financial statements in conformity

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.

of Consolidation

accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance,

Securus, CrowdPay, Omnisoft, OLBit, DMINT and Crowd Ignition, Inc.

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 condensed consolidated financial

statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, CrowdPay, Omnisoft, OLBit, DMINT and

Crowd Ignition, Inc.

All significant intercompany transactions and balances have been eliminated.

Reclassifications

reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements

for the three and six months ended June 30, 2022.

Concentration

of Credit Risk

instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable.

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, 2022, the Company had $ 2,532,815 of cash in excess of

the FDIC’s $ 250,000 insurance limit.

segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the

Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual

segment and in assessing performance.

Our chief operating decision–making group is composed of the Chief Executive Officer and

Vice President - Finance.

The Company has two operating segments as of June 30, 2022.

Certain reclassifications have been made to the

prior year financial information to conform to the presentation used in the financial statements for the three and nine months ended September

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 September 30, 2022, the Company had $ 1,550,124 of cash in excess of the FDIC’s $ 250,000 insurance limit.

Operating Segments

Operating segments are defined as components of

an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance.

Our chief operating

decision–making group is composed of the Chief Executive Officer and Vice President - Finance.

The Company has two operating segments

as of September 30, 2022.

See Note 13, “Segment Information”.

Loss per Share

net loss per share of common stock 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, 2022 and 2021 does not include warrants to acquire up to 8,563,127 and 2,368,978 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, 2022

and 2021 does not include up to 779,029 and 11,112 options, respectively, to purchase common stock because of their anti-dilutive effect.

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 $ 0 and $ 38,000 as of June 30, 2022 and December 31, 2021, respectively.

for Chargeback Losses

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.

Recognition and Cost of Revenues

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

following table presents the Company’s revenue disaggregated by revenue source:

For the Three Months Ended

For the Six Months Ended

Net Loss per Share

Basic net loss per share of common stock 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 nine months ended September 30, 2022 and 2021

does not include warrants to acquire up to 8,563,127 and 3,778,533 shares of common stock, respectively, because of their anti-dilutive

The weighted average number of common shares for the nine months ended September 30, 2022 and 2021 does not include up to 774,586

and 11,112 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

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 $ 0 and $ 38,000 as of September 30, 2022 and December 31, 2021, respectively.

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.

Other Current Assets

Other current assets comprised of the following:

September 30,

Cryptocurrency at cost

Investment in cryptocurrency-based fund

Other current assets

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

September 30,

Revenue from contracts with customers:

3 unchanged sentences

Cryptocurrency mining fees

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;

of the transaction price to the performance obligations in the contract;

of revenue when or as the performance obligations are satisfied.

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.

and processing 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.

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.

wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant

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.

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.

equipment sales and other

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.

invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing.

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

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.

Cryptocurrency

Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators

to provide computing power to the mining pool.

The contracts are terminable at any time by either party and the Company’s enforceable

right to compensation only begins when the Company provides computing power to the mining pool operator.

In exchange for providing computing

power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital

asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue), for successfully

adding a block to the blockchain.

The Company’s fractional share is based on the proportion of computing power the Company contributed

to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving

a block”) is an output of the Company’s ordinary activities.

The provision of providing such computing power is the only

performance obligation in the Company’s contracts with mining pool operators.

The transaction consideration the Company receives,

if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than

the fair value at contract inception or the time the Company has earned the award from the pools.

The Company recognizes revenue under ASC 606,

“Revenue from Contracts with Customers” (“ASC 606”).

The Company determines revenue recognition through the following

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;

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.

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

The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company.

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.

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.

Cryptocurrency mining

The Company has entered into digital asset mining

pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool.

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the

Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company is entitled to a

fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining

pool operator which are immaterial and are recorded as a deduction from revenue), for successfully adding a block to the blockchain.

Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to

the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power to solve complex cryptographic

algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s

ordinary activities.

The provision of providing such computing power is the only performance obligation in the Company’s contracts

with mining pool operators.

The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures

at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company

has earned the award from the pools.

The consideration is all variable.

Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the

mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of

the consideration it will receive, at which time revenue is recognized.

Because it is not probable that a significant reversal of cumulative

revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first

to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

There is no significant financing component in these transactions.

value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

Each individual unit of cryptocurrency held by the Company is a separate unit of account.

There is currently no specific definitive guidance

under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management

has exercised significant judgment in determining the appropriate accounting treatment.

In the event authoritative guidance is enacted

by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could have

an effect on the Company’s consolidated financial position and results from operations.

3 – LIQUIDITY AND CAPITAL RESOURCES

June 30, 2022, the Company had cash of approximately $ 3.6 million and working capital of approximately $ 2.8 million.

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 consolidated financial statements are issued.

4 – INTANGIBLE ASSETS

assets, net, consist of the following as of:

Impairment of cryptocurrency assets is tested annual or more frequently

if events or circumstances change.

At September 30, 2022, the fair value of the Company’s digital assets was $ 503,585.12 based

on the price of Bitcoin being $ 19,563.77 .

At its October 12, 2022 Board of Directors meeting, the Financial Accounting

Standards Board (FASB) tentatively concluded that companies should follow the guidance in Topic 820, Fair Value Measurement, to measure

cryptocurrency assets at fair value, and to recognize increases and decreases in fair value in comprehensive income each reporting period.

The FASB plans to issue an Exposure Draft on the new rules, with a new Accounting Standards Update (ASU) finalized and issued only after

public comment and deliberations.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2022, the Company had cash of approximately $ 2.3 million

and working capital of approximately $ 2.2 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.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets, net, consist of the following

September 30,

Merchant Portfolios

3 unchanged sentences

Net residual portfolios

September 30,

Less accumulated amortization

2 unchanged sentences

Net trade name

CBD Merchant Portfolio

September 30,

Acquired Merchant Portfolio

Less accumulated amortization

( 2,000,000 )

Net CBD merchant portfolio

Net Acquired Merchant Portfolio

September 30,

Exclusive agreement to purchase natural gas

2 unchanged sentences

Total intangible assets, net

expense for the three months ended June 30, 2022 and 2021 was $ 903,353 and $ 215,903 , respectively.

expense for the six months ended June 30, 2022 and 2021 was $ 1,901,943 and $ 431,807 , respectively.

Company’s merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years.

Company’s agreement to purchase natural gas is being amortized over the useful life of 10 years.

following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31:

2022 (six months)

weighted average remaining useful life of amortizing intangible assets was 5.70 years at June 30, 2022.

5 – PROPERTY AND EQUIPMENT

lived assets, including property and equipment assets to be held and used by the Company are reviewed for impairment whenever events

or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

Impairment losses are recognized if

expected future cash flows of the related assets are less than their carrying values.

Measurement of an impairment loss is based on the

fair value of the asset.

Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to

and equipment are first recorded at cost.

Depreciation and is computed using the straight-line method over the estimated useful lives

of the various classes of assets.

and repair expenses, as incurred, are charged to expense.

Amortization expense for the three months ended

September 30, 2022 and 2021 was $ 892,788 and $ 269,475 , respectively.

Amortization expense for the nine months ended

September 30, 2022 and 2021 was $ 2,794,731 and $ 701,280 , respectively.

The Company’s merchant portfolios and tradename

are being amortized over respective useful lives of 7 and 5 years.

The Company’s agreement to purchase natural

gas is being amortized over the useful life of 10 years.

The following sets forth the estimated amortization

expense related to amortizing intangible assets for the years ended December 31:

2022 (three months)

The weighted average remaining useful life of

amortizing intangible assets was 5.45 years at September 30, 2022.

NOTE 5 – PROPERTY AND EQUIPMENT

Long lived assets, including property and equipment

assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

Impairment losses are recognized if expected future cash flows of the related assets are less

than their carrying values.

Measurement of an impairment loss is based on the fair value of the asset.

Long-lived assets to be disposed

of are reported at the lower of carrying amount or fair value less cost to sell.

Property and equipment are first recorded at cost.

Depreciation and is computed using the straight-line method over the estimated useful lives of the various classes of assets.

Maintenance and repair expenses, as incurred,

are charged to expense.

Betterments and renewals are capitalized in plant and equipment accounts.

and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on

the disposition included as income.

stated at cost, less accumulated depreciation consisted of the following:

Cost and accumulated depreciation applicable

to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Assets stated at cost, less accumulated depreciation consisted of the

Furniture and Fixtures

3 unchanged sentences

Cryptocurrency Mining Equipment

Plant and Machinery

Less accumulated depreciation

2 unchanged sentences

Property and Equipment, net

Depreciation expense for the six months ended

June 30, 2022 and 2021 was $ 1,601,292 and $ 7,042 , respectively.

6 – NOTE PAYABLE

On November 24, 2021, we entered into an Asset

Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby

we acquired a portfolio of merchants in the Cannabidiol (or “CBD”) industry, along with other merchants utilizing financial

transaction processing services (the “Purchased Assets”).

The purchase price was $ 20 million, with $ 16 million paid at

closing, $ 2 million payable within six months after closing, and a $ 2 million payment to be transferred to an escrow account, contingent

upon an Attrition Adjustment, as described in the Agreement.

Company management has recognized a liability for the contingent payment

However, on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations

made by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in

the overall purchase price.

Depreciation expense

Depreciation expense for the nine months ended

September 30, 2022 and 2021 was $ 2,409,100 and $ 43,108 , respectively.

NOTE 6 – NOTE PAYABLE

On November 24, 2021, we entered into an Asset Purchase Agreement (the

“Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby we acquired a portfolio

of merchants in the Cannabidiol (or “CBD”) industry, along with other merchants utilizing financial transaction processing

services (the “Acquired Merchant Portfolio”).

The purchase price was $ 20 million, with $ 16 million paid at closing, $ 2

million payable within six months after closing, and a $ 2 million payment to be transferred to an escrow account, contingent upon an Attrition

Adjustment, as described in the Agreement.

Company management has recognized a liability for the contingent payment amount.

on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations made

by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in the overall

purchase price.

The Company has filed a claim for breach of contract against Seller and Seller has filed a breach of contract counterclaim

against the Company.

The matter is currently in the early stages and no date for an arbitration or court hearing has been scheduled.

On November 29, 2021, the Company entered into

2 unchanged sentences

The collateral and interest rate are determined at the time the Company borrows the funds.

six months ended June 30, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”).

nine months ended September 30, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”).

The Equipment Loan is secured by cryptocurrency mining computers being utilized by DMINT.

The Equipment

Loan requires monthly payments of $24,837.75 until the loan is repaid in full or it matures on November 29, 2024, requiring a full payment

of all principal and accrued and unpaid interest.

7 – STOCK OPTIONS

summary of the status of the Company’s outstanding stock options and changes during the six months ended June 30, 2022 is presented

The Equipment Loan requires monthly payments

of $24,837.75 until the loan is repaid in full or it matures on November 29, 2024, requiring a full payment of all principal and accrued

and unpaid interest.

NOTE 7 – STOCK OPTIONS

A summary of the status of the Company’s

outstanding stock options and changes during the nine months ended September 30, 2022 is presented below:

Stock Options

1 unchanged sentence

Options outstanding December 31, 2021

Options outstanding June 30, 2022

Shares exercisable at June 30, 2022

summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2022 is presented

Options outstanding September 30, 2022

Shares exercisable at September 30, 2022

NOTE 8 – WARRANTS

A summary of the status of the Company’s

outstanding stock warrants and changes during the nine months ended September 30, 2022 is presented below:

Outstanding, December 31, 2020

7 unchanged sentences

( 1,400,000 )

Outstanding, June 30, 2022

9 – OPERATING LEASES

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.

January 11, 2022, DMINT entered into two leases (the “Leases”) in Bradford, Pennsylvania relating to a combined 10,000 square

feet of property located at the Bradford Regional Airport Authority multi-tenant building in Lafayette Township.

The facility is in the

process of being converted into a cryptocurrency mining data center powered on the local power grid in tandem with natural gas power.

The location will be used for DMINT’s mining operation with capacity for up to 2,000 Antminer S19j PRO machines.

The Leases are

each for a term of five years , ending on the later of the date of occupancy and November 10, 2026.

The monthly base rent for “Cell

3”, comprising 4,000 square feet, is $ 1,667 per month.

The monthly base rent for “Cell 4”, comprising 6,000 square

feet, is $ 2,500 per month.

The total rent for the entire lease term of the Leases is $ 250,00 and $ 8,768 is payable as a security deposit.

Outstanding, September 30, 2022

NOTE 9 – OPERATING LEASES

On June 24, 2020, eVance, Inc.

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

The total rent for the entire lease term is $315,044 and $8,768 is payable as a security deposit.

three months of rent will be abated so long as eVance is not in default of any portion of the Lease.

On January 11, 2022, DMINT entered into two leases

(the “Leases”) in Bradford, Pennsylvania relating to a combined 10,000 square feet of property located at the Bradford Regional

Airport Authority multi-tenant building in Lafayette Township.

The facility is in the process of being converted into a cryptocurrency

mining data center powered on the local power grid in tandem with natural gas power.

The location will be used for DMINT’s mining

operation with capacity for up to 2,000 Antminer S19j PRO machines.

The Leases are each for a term of five years , ending on the later

of the date of occupancy and November 10, 2026.

The monthly base rent for “Cell 3”, comprising 4,000 square feet, is $ 1,667

The monthly base rent for “Cell 4”, comprising 6,000 square feet, is $ 2,500 per month.

The total rent for the entire

lease term of the Leases is $ 250,00 and $ 8,768 is payable as a security deposit.

Balance Sheet Classification

September 30,

Operating lease asset

6 unchanged sentences

Total lease liability

obligations at June 30, 2022 consisted of the following:

Lease obligations at September 30, 2022 consisted

of the following:

For the year ended December 31:

2022 (six months)

2022 (three months)

Total payments

3 unchanged sentences

Lease obligation – long term

expense for the three months ended June 30, 2022 and 2021, was $ 52,572 and $ 24,908 , respectively.

expense for the six months ended June 30, 2022 and 2021, was $ 94,984 and $ 49,817 , respectively.

10 - COMMON STOCK

January 2022, Armistice Capital, received 1,400,000 shares of common stock upon the exercise of 1,400,000 warrants at $0.0001.

11 – PREFERRED STOCK

Rent expense for the three months ended September

30, 2022 and 2021, was $ 41,969 and $ 24,909 , respectively.

Rent expense for the nine months ended September

30, 2022 and 2021, was $ 136,953 and $ 74,726 , respectively.

NOTE 10 – COMMON STOCK

In January 2022, Armistice Capital, received 1,400,000

shares of common stock upon the exercise of 1,400,000 warrants at $0.0001.

On July 12, 2022, the Board of the Company authorized

a share repurchase program, pursuant to which the Company may repurchase up to 1 million shares of its outstanding shares of common stock.

The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases,

privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in

accordance with applicable federal securities laws and other applicable legal requirements.

The Company expects to fund these repurchases

through existing cash balances.

Decisions regarding the amount and the timing of purchases under the program will be influenced by the

Company’s cash on hand, cash flows from operations, general market conditions and other factors.

The Company is not obligated to

acquire any particular amount of its common stock.

This program has no set termination date and may be suspended or discontinued by the

Board at any time.

NOTE 11 – PREFERRED STOCK

Our certificate of incorporation authorizes the

2 unchanged sentences

The Company currently has 4,633 shares of preferred stock issued and outstanding.

A Preferred Stock

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 per share.

of Series A Preferred Stock are entitled to the following rights and preferences .

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.

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.

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 per share.

Holders of Series A Preferred Stock are entitled to the following rights

and preferences.

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 (approximately $ 1.2 million at September 30,

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.

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.

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.

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.

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

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.

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.

share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends

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.

12 – RELATED PARTY TRANSACTIONS

January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

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”).

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 purchase price was used solely to establish the agreed upon purchase

price between the parties and not for accounting purposes.

Ignition is a web-based crowdfunding software system.

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder

of the Company, collectively owned 100 % of the equity of Crowd Ignition.

The acquisition of Crowd Ignition., was determined to be a common

control transaction as each Company has the same two shareholders with a majority ownership.

As a result, the assets and liabilities

assumed were recorded on the Company’s condensed consolidated financial statements at their respective carry-over basis;

as of January 3, 2022, Crowd Ignition has no assets, liabilities or other operations.

13 – COMMITMENTS AND CONTINGENCIES

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable

January 11, 2022, the Company entered into a new employment agreement with Mr.

Yakov (the “Yakov Agreement”) and a new employment

agreement with Mr.

Smith (the “Smith Agreement”).

The Yakov Agreement maintains Mr.

Yakov’s role as the Company’s

Chief Executive Officer through December 31, 2027 and extended for one-year terms thereafter.

The Smith Agreement maintains Mr.

role as the Company’s Vice President, Finance unless terminated or upon his resignation.

Yakov Agreement increases Mr.

Yakov’s base salary to $750,000 and he will continue to be eligible for insurance coverages and benefits

available to the Company’s employees pursuant to the terms of such plans.

Yakov also received a $490,000 bonus for acquisitions

closed by the Company in 2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross

purchase price paid in connection with a future acquisition.

Yakov shall be eligible to receive an annual bonus of Three Hundred

Thousand Dollars ($300,000) based on performance criteria established by the Board.

In addition, on an annual basis, Mr.

receive options to purchase up to 200,000 shares of common stock of the Company at an exercise price of $0.001 per share.

The Company’s

existing option plan will need to be amended to increase the number of available shares before the options to Mr.

Yakov can be granted.

Yakov Agreement also states that, if Mr.

Yakov’s employment is terminated without cause or he voluntarily terminates his employment

for good reason, he will continue to receive his base salary for the remainder of the term along with all earned bonuses.

the termination is in connection with Mr.

Yakov’s death, disability or bankruptcy of the Company, he will receive the pro rata

amount of his base salary through the termination date and all bonuses earned through the termination date.

Smith Agreement increases Mr.

Smith’s base salary to $350,000 and he will continue to be eligible for insurance coverages and benefits

available to the Company’s employees pursuant to the terms of such plans.

Smith shall be eligible to receive an annual bonus

of One Hundred Fifty Thousand Dollars ($150,000) based on performance criteria established by the Committee.

In addition, Mr.

receive options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.001

The Options vest equally over five years at the rate of one-fifth (1/5 th ) beginning on the anniversary of the Effective

Date of the Agreement.

The Company’s existing option plan will need to be amended to increase the number of available shares before

the options to Mr.

Smith can be granted.

Smith Agreement also states that, if Mr.

Smith’s employment is terminated without cause or he voluntarily terminates his employment

for good reason, he will continue to receive his base salary for the remainder of the term along with all earned bonuses.

the termination is in connection with Mr.

Smith’s death, disability or bankruptcy of the Company, he will receive the pro rata

amount of his base salary through the termination date and all bonuses earned through the termination date.

The Company had an adverse litigation judgment against it during the

fiscal year relating to, among other things, a breach of contract claim, which included damages and attorney fees in favor of the Plaintiff.

The Company appealed the judgment of both the award of damages and attorney fees and it prevailed in July 2022 when the case was remanded

As a result, the accrued expense related to the damage award has been eliminated.

14 - SEGMENTS

Company applies ASC 280, Segment Reporting , in determining its reportable segments.

The Company has two reportable segments

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.

NOTE 12 – RELATED PARTY TRANSACTIONS

On January 3, 2022, the Company entered into a

share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

(“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”).

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 purchase price was used solely to establish the agreed upon purchase price between the parties and

not for accounting purposes.

Crowd Ignition is a web-based

crowdfunding software system.

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company,

collectively owned 100 % of the equity of Crowd Ignition.

The acquisition of Crowd Ignition., was determined to be a common control transaction

as each Company has the same two shareholders with a majority ownership.

As a result, the assets and liabilities assumed were recorded

on the Company’s condensed consolidated financial statements at their respective carry-over basis;

however, as of January 3, 2022,

Crowd Ignition has no assets, liabilities or other operations.

NOTE 13 – 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.

NOTE 14 – SEGMENTS

The Company applies ASC 280, Segment Reporting ,

in determining its reportable segments.

The Company has two reportable segments during 2021:

Cryptocurrency Mining and Fintech Services.

The guidance requires that segment disclosures present the measure(s) used by

the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing such segments’

The Company’s CODM is comprised of several members of its executive management team who use revenue and expenses of

our two reporting segments to assess the performance of the business of our reportable operating segments.

following tables details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended

June 30, 2022.

The guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”)

to decide how to allocate resources and for purposes of assessing such segments’ performance.

The Company’s CODM is comprised

of several members of its executive management team who use revenue and expenses of our two reporting segments to assess the performance

of the business of our reportable operating segments.

The following tables details revenue, operating

expenses, and assets for the Company’s reportable segments for the three and nine months ended September 30, 2022.

For the Three Months ended

For the Six Months ended

September 30,

For the Nine Months ended

September 30,

Reportable segment revenue:

2 unchanged sentences

Total segment and consolidated revenue

September 30,

Total Assets:

1 unchanged sentence

Fintech services

15 – SUBSEQUENT EVENTS

July 12, 2022, the Board of the Company authorized a share repurchase program, pursuant to which the Company may repurchase up to 1 million

shares of its outstanding shares of common stock.

The Board authorized the Company to purchase its common stock from time to time on

a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended

to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements.

The Company expects to fund these repurchases through existing cash balances.

Decisions regarding the amount and the timing of purchases

under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other

The Company is not obligated to acquire any particular amount of its common stock.

This program has no set termination date

and may be suspended or discontinued by the Board at any time.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements