What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2023-03-30 compared with 2022-03-28 · 193 added, 235 removed, 6 unchanged (99% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operation

The following discussion and analysis of our

consolidated financial condition and results of operations for years ended December 31, 2021 and 2020 should be read in conjunction

with the consolidated financial statements and notes related thereto included elsewhere in this report.

We are a FinTech company and PayFac that focuses

on a suite of products in the merchant services and payment facilitator verticals that seeks to provide integrated business solutions

to merchants throughout the United States.

We seek to accomplish this by providing merchants with a wide range of products and services

through our various online platforms, including financial and transaction processing services.

We also have products that provide support

for crowdfunding and other capital raising initiatives.

We supplement our online platforms with certain hardware solutions that are integrated

with our online platforms.

Our business functions primarily through three wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay,

though substantially all of our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and

CrowdPay businesses in the second half of 2019).

We expect to build out our OmniSoft software business and to rely more on our PayFac

model for revenue so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able

With respect to our eVance business, our merchants

are currently processing over $100,000,000 in gross transactions monthly and average approximately 1,400,000 transactions a month.

transactions come from a variety of sources including direct accounts and ISO channels.

The accounts consist of businesses across the

United States with no concentration of industries or merchants.

We have integrated all the applications for OmniSoft

and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM.

SecurePay.comTM, is currently used by

approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions (though our

revenue from these transactions is limited).

In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard

merchants instantly.

This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and

their residuals as they load to the system.

On May 22, 2020, the Company purchased certain

assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing

platform (the “POSaBIT Asset Acquisition”).

The assets included, but were not limited to, software source codes, customer

lists, customer contracts, hardware and website domains.

On May 14, 2021, the Company formed 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.

On July 23, 2021, we formed DMINT, Inc., a wholly

owned subsidiary (“DMINT”) to operate in the cryptocurrency mining industry.

DMINT has initiated the first phase of the cryptocurrency

mining operation by placing purchase orders for data centers and ASIC-based Antminer S19J Pro mining computers specifically configured

to mine Bitcoin.

The first lot of equipment is being used to establish a proof of concept before DMINT expands the number of computers

in operation.

As of December 31, 2021, DMint has purchased 1,000 computers, of which 650 computers have been delivered with 250 online

and mining for Bitcoin, 400 computers are in process of being installed and 350 computers are scheduled for delivery in 2022.

data centers located in Pennsylvania where it has mined ten Bitcoin.

It has entered into an exclusive agreement whereby it has rights

to all of the natural gas produced by 15 mines in Bradford, Pennsylvania.

The natural gas is taken directly from the well heads to generate

electricity required to power the mining computers.

As configured, it is expected that the computers purchased will have a combined computing

power of approximately 100 petahash per second.

If the initial mining operation results are as anticipated, DMINT plans to expand the

number of mining computers every quarter, whereby it would aim to have the computing power of 500 petahash per second by the end of 2022.

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 would

purchase 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.

Crowd Ignition is a web-based crowdfunding software

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company, own 100% of the equity

of Crowd Ignition.

The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect

payments and issue securities.

The software has been developed in response to, and to comply with, recent changes in investment regulations

including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding

limit from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services

permitted under Regulation CF.

Results of Operations

Year Ended December 31, 2021 Compared to

the Year Ended December 31, 2020

For the year ended December 31, 2021, we had total

revenue of $16,710,759 compared to $9,766,621 of revenue for the year ended December 31, 2020, an increase of $6,944,138 or 71.1%.

earned $15,810,626 in transaction and processing fees, $131,802 in merchant equipment sales, $464,327 in other revenue from monthly recurring

subscriptions and $304,004 of other revenue from the Cryptocurrency Mining segment, compared to $8,358,459 in transaction and processing

fees, $88,538 in merchant equipment sales and $1,319,624 in other revenue during the prior year (the Company did not have revenue from

the Cryptocurrency Mining segment in 2020).

Our transaction and processing fee revenue increased

$7,452,167 in the current year.

The increase was a result of an increase in the amount of fees earned from merchant processing transactions

due to an increased number of transactions during 2021 compared to the prior year and an increase in the number of rentals and sales of

merchant equipment.

The increase was primarily due to the revenue attributed to the merchant portfolio acquired in the fourth quarter

ended December 31, 2021.

For the year ended December 31, 2021, we had processing

and servicing costs of $13,480,212 compared to $6,003,931 of processing and servicing costs for the year ended December 31, 2020.

and servicing costs increased by $7,476,281 or 124.5%.

Processing and servicing costs increased in conjunction with the increased revenue.

Amortization and depreciation expense for the

year ended December 31, 2021 was $1,890,899 compared to $844,423 for the year ended December 31, 2020, an increase of $1,046,476 or 123.9%.

We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

Our amortization expense for the

year ended December 31, 2021, was $1,241,589, which increased in the current year due to the agreement with Cai Energy to purchase natural

gas to operate the cryptocurrency mining computers used in the Cryptocurrency Mining segment.

Our deprecation increased in the current

year to $649,310, due to the acquisition of Cryptocurrency Mining equipment.

Salary and wage expense for the year ended December

Management’s Discussion and Analysis of Financial Condition and Results of Operation

following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31,

2022 and 2021 should be read in conjunction with the consolidated financial statements and notes related thereto included elsewhere

in this report.

are a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business

solutions to merchants throughout the United States.

We seek to accomplish this by providing merchants with a wide range of products

and services through our various online platforms, including financial and transaction processing services.

We also have products that

provide support for crowdfunding and other capital raising initiatives.

We supplement our online platforms with certain hardware solutions

that are integrated with our online platforms.

Our business functions primarily through three wholly-owned subsidiaries, eVance,

OmniSoft, and CrowdPay, though substantially all of our revenue has been generated from our eVance business (we began generating revenue

from our OmniSoft and CrowdPay businesses in the second half of 2019).

We expect to build out our OmniSoft software business and to rely

more on individualized merchant services offerings for revenue so that we are not dependent on our revenue from our eVance business but

there is no guarantee that we will be able to do so.

respect to our eVance business, our merchants are currently processing over $100,000,000 in gross transactions monthly and average approximately

1,400,000 transactions a month.

These transactions come from a variety of sources including direct accounts and ISO channels.

consist of businesses across the United States with no concentration of industries or merchants.

have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM.

SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000

of monthly gross transactions (though our revenue from these transactions is limited).

In July 2019, we launched a new merchant and ISO

boarding system that will be able to onboard merchants instantly.

This provides the merchant with an automated approval and ISOs will

have the ability to see all their merchants and their residuals as they load to the system.

May 22, 2020, the Company purchased certain assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements

with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”).

The assets included, but were

not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

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 money transmission and transactional business.

On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary

(“DMINT”) to operate in the cryptocurrency mining industry, specifically the mining of Bitcoin.

DMINT initiated the first

phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured

to mine Bitcoin in Pennsylvania.

As of December 31, 2022, DMINT has purchased 1,000 computers.

In February 2023, it re-deployed all of

the computers to its Selmer, Tennessee location.

At December 31, 2022, DMINT had mined 31.06 Bitcoin.

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

Ignition”) whereby the Company would purchase 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.

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, own 100% of the equity of Crowd Ignition.

The software provides broker-dealer, merchant banks and law firms a platform

to market crowdfunding offerings, collect payments and issue securities.

The software has been developed in response to, and to comply

with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act

(Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50

companies registered with the SEC to provide the services permitted under Regulation CF.

of Operations

Ended December 31, 2022 Compared to the Year Ended December 31, 2021

the year ended December 31, 2022, we had total revenue of $30,368,979 compared to $16,710,759 of revenue for the year ended December

31, 2021, an increase of $13,140,159 or 83.1%.

We earned $28,950,785 in transaction and processing fees, $64,900 in merchant equipment

sales, $627,115 in other revenue from monthly recurring subscriptions and $726,179 of other revenue from the Cryptocurrency Mining segment,

compared to $15,810,626 in transaction and processing fees, $131,802 in merchant equipment sales, $464,327 in other revenue from monthly

recurring subscriptions and $304,004 of other revenue from the Cryptocurrency Mining Segment.

The increase in revenue was a result of

an increase in the amount of fees earned from merchant processing transactions primarily due to the revenue attributed to the merchant

portfolio acquired in the fourth quarter ended December 31, 2021 and to increased revenue from Bitcoin mining.

the year ended December 31, 2022, we had processing and servicing costs of $23,152,397 compared to $13,480,212 of processing and servicing

costs for the year ended December 31, 2021, an increase of $9,672,185 or 71.8%.

Processing and servicing costs increased in conjunction

with the increased revenue.

Amortization and depreciation expense for the year ended December 31,

2022 was $3,664,488 compared to $1,703,401 for the year ended December 31, 2021, an increase of $1,961,087 or 115.1%.

Salary and wage expense

increased in the current period due to bonuses paid to our CEO and President for the Company’s performance in 2020 and 2021 and

new employees hired during the year.

Professional fees for the year ended December 31, 2021 were $1,590,520

compared to $769,159 for the year ended December 31, 2020, an increase of $821,361 or 106.8%.

Professional fees consist mainly of audit

and legal fees.

In the current year our legal expense increased approximately $981,000, which was offset with a decrease in our audit

fees of approximately $159,000.

General and Administrative (“G&A”)

expense for the year ended December 31, 2021 was $2,387,416 compared to $1,520,362 for the year ended December 31, 2020, an increase of

$867,054 or 57%.

Some of our larger G&A expenses included rent of $106,000, stock-based compensation of $461,000, contracted services

of $624,000 and computer and internet expense of $332,000.

For the year ended December 31, 2021, we incurred

$116,737 of interest expense, compared to $1,043,933 for the year ended December 31, 2020, a decrease of $927,196 or 185.6% The decrease

in interest expense is primarily due the conversion of all related party debt during the third quarter of 2020 and the repayment of the

In the current year we recognized a $236,231 gain on forgiveness of debt for the forgives of our PPP loan.

We also recognized

litigation liability expense of $333,158.

We record amortization

expense on our merchant portfolio, trademarks and natural gas purchase rights.

Our amortization expense for the year ended December 31,

2022, increased due to the agreement with Cai Energy to purchase natural gas to operate the Bitcoin mining computers used in the Cryptocurrency

Mining segment.

expense for our Cryptocurrency Mining Segment was $3,193,683 for the year ended December 31, 2022 compared to $187,498 for the year ended

December 31, 2021.

and wage expense for the year ended December 31, 2022 was $3,073,598 compared to $2,126,451 for the year ended December 31, 2021, an

increase of $947,147 or 44.5%.

The increase is due to both new hires and salary increases to existing employees and management.

fees for the year ended December 31, 2022 were $964,541 compared to $1,590,520 for the year ended December 31, 2021, a decrease of $625,979

Professional fees consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease in legal

fees of approximately $575,000 and auditor expenses of approximately $51,500, compared with the prior period in which the Company completed

an offering of its common stock and warrants.

General and Administrative (“G&A”) expense for the

year ended December 31, 2022, was $4,490,731 compared to $2,387,416 for the year ended December 31, 2021, an increase of $2,103,315 or

Some of our larger G&A expenses include insurance policy expense of $319,500 from $234,000 in the prior year.

Insurance expense

has increased as a result of the cost to insure the Bitcoin mining machines and the increase in the size of the Company’s business.

We also had travel expense $336,300 from $250,000 in the prior year, marketing and promotion of $210,000 from $180,000 in the prior year,

contracted services of $656,000 from $511,000 in the prior year, utilities of $565,000 from $406,000 in the prior year and computer and

internet expense of $730,000 from $515,000 in the prior year.

We also had an increase in stock-based compensation of $328,641 for

stock option expense.

the year ended December 31, 2022, we incurred $0 of interest expense, compared to $116,737 for the year ended December 31, 2021.

decrease in interest expense is due the conversion of all related party debt and the repayment of the Term Loan in March 2021.

prior year we also recognized a gain on the forgiveness of debt of $236,231 for our PPP loan and a $333,158 expense for litigation liability.

Our net loss for year ended December 31, 2022,

2 unchanged sentences

discussed above.

Trends and Uncertainties

The Company’s financial condition

and results of operations for the next fiscal year 2022 may be adversely affected by a further prolonging of the COVID-19 pandemic.

The New York and Atlanta areas, including the

location of the Company’s corporate headquarters and its operations business, continued to experience impacts of the COVID-19 pandemic

The Company is currently following the recommendations of local health authorities to minimize exposure risk for its employees

and visitors.

and Uncertainties

Company’s financial condition and results of operations for the next fiscal year 2022 may be adversely affected

by a further prolonging of the COVID-19 pandemic.

New York and Atlanta areas, including the location of the Company’s corporate headquarters and its operations business, continued

to experience impacts of the COVID-19 pandemic in the U.S.

The Company is currently following the recommendations of local health authorities

to minimize exposure risk for its employees and visitors.

However, the scale and duration of this pandemic remains unknown.

If there was another increase in cases requiring quarantines

or closures of businesses, the duration of the business disruption and related financial impact cannot be reasonably estimated at this

While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19 during

2022 and believe that its business being principally operated using digital platforms, in the long-term, will suffer minimal ongoing negative

impact, there is no guarantee that the Company’s continuity plan will be successful, that the Company’s merchants will meet

the number of forecasted transactions due to a change in consumer activity around point of sale purchasing resulting from the temporary

closure of businesses in the future.

In 2021, as a result of the continued high transmission

of COVID-19 cases requiring quarantines and convalescence of so many people, the Company experienced some disruptions to its business

and disruptions for the Company’s customers and merchants that had an impact on the number of transactions processed by the

The extent to which COVID-19 or any other health epidemic may impact the Company’s results for 2022 and beyond will depend

on future developments and impacts of variants of the virus, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of the continuing economic impact of the response to the COVID-19 pandemic.

Accordingly, COVID-19

could still have a material adverse effect on the Company’s business, results of operations, financial condition and prospects during

2022 and beyond.

Liquidity and Capital Resources

Changes in Cash Flows

For the year ended December 31, 2021, we used

$3,508,082 of cash in operating activities, which included our net loss offset by $1,890,899 for amortization and depreciation expense,

$461,051 for stock-based compensation, a gain on forgiveness of debt of $236,231 and net changes in operating assets and liabilities

of ($648,117).

For the year ended December 31, 2020, we used

$327,267 of cash in operating activities, which included our net loss offset by $1,940,899 for amortization and depreciation expense,

$502,105 for stock-based compensation, and net changes in operating assets and liabilities of $84,952.

For the year ended December 31, 2021, we used

$25,661,600 of cash used for investing activities.

For the year ended December 31, 2020, we used $150,000 in connection with the POSaBIT

Asset Acquisition.

During the current year we purchased $186,600 of office equipment and $9,410,000 of mining equipment for our DMINT

For the year ended December 31, 2021, we received

net cash of $28,815,530 from financing activities.

We received a total of $8,090,709 from the exercise of warrants issued in the offerings,

$16 from the exercise of options and we netted $28,379,650 from the sale of common stock and warrants.

In addition, $7,654,845 was repaid

on our loan to GACP.

For the year ended December 31, 2020, we received

net cash of $3,793,536 from financing activities.

$1,845,155 was repaid on our loan to GACP.

We received $236,231 from the Paycheck Protection

Program loan under the CARES Act and a total of $5,600,775 from the sale of stock and warrants and $94,500 from the exercise of warrants.

Liquidity and Capital Resources

At December 31, 2021, the Company had cash of

$3,470,339 and working capital of $1,834,452.

On August 11, 2020, the Company closed an offering

of its securities (the “Offering”) for gross proceeds of $6.45 million.

The Company sold 700,000 units consisting of (a) one

share of our common stock;

(b) two Series A Warrants, and (c) one-half of one Series B warrant.

In addition, the underwriter

fully exercised its option to purchase 210,000 Series A warrants and 52,500 Series B warrants.

While 20% of the net proceeds of $5.5 million

was used to repay a portion of our outstanding Term Loan, immediately following the Offering, the Company had cash of $5.6 million on

As such, the Company believes it will be able fund future liquidity and capital requirements through cash flows generated from its

operating activities for a period of at least twelve months from the date its condensed consolidated financial statements are issued.

On August 11, 2020, Mr.

Herzog converted $3,612,940

of indebtedness into 3,612 shares of Series A Preferred Stock (the terms of which are described below) and 802,875 Series A Conversion

Warrants with an exercise price of $9.00 and 200,719 Series B Conversion Warrants with an exercise price of $4.50.

Also, on August 11, 2020, Mr.

Yakov converted

$1,021,512 of indebtedness into 1,021 shares of Series A Preferred Stock (the terms of which are described below) and 227,003 Series A

Conversion Warrants with an exercise price of $9.00 and 56,751 Series B Conversion Warrants with an exercise price of $4.50.

On March 2, 2021, the Company, utilizing a portion

of funds received upon the exercise of outstanding warrants, paid approximately $7.7 million to the Agent under the Credit Agreement (the

“Prepayment”).

This Prepayment resulted in the discharge in full of all of the obligations under the Credit Agreement.

connection with the extinguishment of the obligations under the Credit Agreement, 40,000 warrants to purchase Common Stock were cancelled.

Following the payment and discharge of the Term

Loan and conversion of indebtedness held by Messrs.

Herzog and Yakov, the Company has approximately $549,200 of outstanding liabilities.

In addition, the Company has received a Paycheck

Protection Program loan under the CARES Act for approximately $236,000 (the “PPP Loan”).

On October 11, 2021, the Company

obtained forgiveness of all amounts due under the PPP Loan.

On November 2, 2021, the Company entered into

a series of securities purchase agreements with certain institutional accredited investors pursuant to which the Company issued and sold,

in a private placement (i) 1,969,091 shares (the “Shares”) of the Company’s Common Stock (ii) pre-funded warrants exercisable

for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price of $0.0001 per Prefunded

Warrant Share, and (iii) warrants exercisable for a total of 4,545,455 shares of Common Stock (the “Common Warrant Shares”

and together with the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $6.50 per Common Warrant Share.

The offering closed on November 5, 2021 and the Company received net proceeds of approximately $22.9 million, after deducting placement

agent fees and other offering expenses.

The Company intends to use the net proceeds from the offering to invest in or acquire companies

or technologies that are synergistic with or complimentary to its business, to expand and market its current products and for working

capital and general corporate purposes.

The Company has reviewed its cash flow for

2021, projected operating cash flows for 2022 and performed an overall analysis of market trends to determine whether or not it has

sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual

As a result of the improved transaction volume trends the Company experienced during 2021 and the increase in the

number of merchants after the acquisitions of several portfolios during 2021, as well as the funds received from the capital raises

discussed above, the Company believes it has sufficient liquidity in order to sustain operations for at least the twelve months

following the filing of this Annual Report.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained

elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

Quantitative and Qualitative

Disclosures about Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

was another increase in cases requiring quarantines or closures of businesses, the duration of the business disruption and related financial

impact cannot be reasonably estimated at this time.

While the Company is currently implementing specific business continuity plans to

reduce the potential impact of COVID-19 during 2022 and believe that its business being principally operated using digital platforms,

in the long-term, will suffer minimal ongoing negative impact, there is no guarantee that the Company’s continuity plan will be

successful, that the Company’s merchants will meet the number of forecasted transactions due to a change in consumer activity around

point of sale purchasing resulting from the temporary closure of businesses in the future.

2021, as a result of the continued high transmission of COVID-19 cases requiring quarantines and convalescence of so many people, the

Company experienced some disruptions to its business and disruptions for the Company’s customers and merchants that had an impact

on the number of transactions processed by the Company.

The extent to which COVID-19 or any other health epidemic may impact the Company’s

results for 2022 and beyond will depend on future developments and impacts of variants of the virus, which are highly uncertain and cannot

be predicted, including new information which may emerge concerning the severity of the continuing economic impact of the response to

the COVID-19 pandemic.

Accordingly, COVID-19 could still have a material adverse effect on the Company’s business, results of operations,

financial condition and prospects during 2022 and beyond.

and Capital Resources

in Cash Flows

For the year ended December 31, 2022, we used $1,921,318 of cash in

operating activities, which included our net loss offset by $6,858,171 for amortization and depreciation expense, $624,683 for stock-based

compensation, stock to be issued for services of $164,999 and net changes in operating assets and liabilities of ($1,781,965).

the year ended December 31, 2021, we used $3,508,082 of cash in operating activities, which included our net loss offset by $1,890,899

for amortization and depreciation expense, $461,051 for stock-based compensation, a gain on forgiveness of debt of $236,231 and net changes

in operating assets and liabilities of ($648,117).

the year ended December 31, 2022, we used $1,562,361 of cash used for investing activities.

We used $409,000 for plant and machinery,

$1,062,000 for office equipment and $96,000 for leasehold improvements.

the year ended December 31, 2021, we used $25,661,600 of cash used for investing activities.

We purchased $186,600 of office equipment

and $9,410,000 of mining equipment for our DMINT subsidiary.

the year ended December 31, 2022, we received net cash of $447,429 from financing activities.

We received a loan payable of $875,000,

of which we repaid $317,571.

the year ended December 31, 2021, we received net cash of $28,815,530 from financing activities.

We received a total of $8,090,709 from

the exercise of warrants issued in the offerings, $16 from the exercise of options and we netted $28,379,650 from the sale of common

stock and warrants.

In addition, $7,654,845 was repaid on our loan to GACP.

and Capital Resources

December 31, 2022, the Company had cash of $434,026 and negative working capital of $64,503.

August 11, 2020, the Company closed an offering of its securities (the “Offering”) for gross proceeds of $6.45 million.

Company sold 700,000 units consisting of (a) one share of our common stock;

(b) two Series A Warrants, and (c) one-half of

one Series B warrant.

In addition, the underwriter fully exercised its option to purchase 210,000 Series A warrants and 52,500 Series

While 20% of the net proceeds of $5.5 million was used to repay a portion of our outstanding Term Loan, immediately following

the Offering, the Company had cash of $5.6 million on hand.

As such, the Company believes it will be able fund future liquidity and capital

requirements through cash flows generated from its operating activities for a period of at least twelve months from the date its condensed

consolidated financial statements are issued.

March 2, 2021, the Company, utilizing a portion of funds received from the exercise of outstanding warrants, paid approximately $7.7

million to the pay off the entire outstanding amount of the Term Loan.

In connection with the extinguishment of the obligations under

the Term Loan, 40,000 warrants to purchase Common Stock were cancelled.

addition, the Company has received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP

On October 11, 2021, the Company obtained forgiveness of all amounts due under the PPP Loan.

November 2, 2021, the Company entered into a series of securities purchase agreements with certain institutional accredited investors

pursuant to which the Company issued and sold, in a private placement (i) 1,969,091 shares (the “Shares”) of the Company’s

Common Stock (ii) pre-funded warrants exercisable for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”)

with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants exercisable for a total of 4,545,455 shares of Common

Stock (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with

an exercise price of $6.50 per Common Warrant Share.

The offering closed on November 5, 2021 and the Company received net proceeds of

approximately $22.9 million, after deducting placement agent fees and other offering expenses.

The Company intends to use the net

proceeds from the offering to invest in or acquire companies or technologies that are synergistic with or complimentary to its business,

to expand and market its current products and for working capital and general corporate purposes.

Company has reviewed its cash flow activity during 2022 and projected cash flow forecast for 2023 and performed an overall analysis of

market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve

months from the date of this Annual Report.

As a result of (a) the improved transaction volume trends the Company experienced

during 2021 and 2022, (b) the increase in the number of merchants after the acquisitions of several portfolios during 2021, and (c) the

funds received from the capital raises and PPP Loan, as discussed above, the Company believes it has sufficient liquidity in order to

sustain operations for at least the twelve months following the filing of this Annual Report.

Accounting Policies

to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently

adopting and issued accounting standards.

Quantitative and Qualitative Disclosures about Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information

under this item.

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-K

Item 7. Management’s Discussion and Analysis