What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-15 · 207 added, 164 removed, 217 unchanged (63% of the section changed)

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corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”).

OmniSoft operates a cloud-based business management

platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses, whether online or at

a “brick and mortar” location.

The OmniSoft platform, which can be accessed by merchants through any mobile and computing

device, allows merchants to, among other features, manage and track inventory, track sales and process customer transactions and can provide

interactive data analysis concerning sales of products and need for additional inventory.

Merchants generally utilize the platform by

uploading to the platform information about their inventory (description of units, number of units, price per unit, and related information).

Once such information has been uploaded, merchants, either with their own device or with hardware that we sell directly to them, are able

to utilize the platform to monitor inventory and process and track sales of their products (including coordinating shipping of their products

with third party logistics companies).

We manage and maintain the OmniSoft platform through a variety of domain names or a merchant can

integrate our platform with their own domain name.

Using the OmniSoft platform, merchants can “check-out” their customers

at their “brick and mortar” stores or can sell products to customers online, in both cases accepting payment via a simple

credit card or debit card transaction (either swiping the credit card or entering the credit card number), a cash payment, or by use of

a QR code or loyalty and reward points, and then print or email receipts to the customer.

For more information regarding our OmniSoft

platform, see “Description of our OmniSoft Business.”

OmniSoft operates a cloud-based business

management platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses,

whether online or at a “brick and mortar” location.

The OmniSoft platform, which can be accessed by merchants through

any mobile and computing device, allows merchants to, among other features, manage and track inventory, track sales and process

customer transactions and can provide interactive data analysis concerning sales of products and need for additional inventory.

Merchants generally utilize the platform by uploading to the platform information about their inventory (description of units,

number of units, price per unit, and related information).

Once such information has been uploaded, merchants, either with their own

device or with hardware that we sell directly to them, are able to utilize the platform to monitor inventory and process and track

sales of their products (including coordinating shipping of their products with third party logistics companies).

We manage and

maintain the OmniSoft platform through a variety of domain names or a merchant can integrate our platform with their own domain

Using the OmniSoft platform, merchants can “check-out” their customers at their “brick and mortar”

stores or can sell products to customers online, in both cases accepting payment via a simple credit card or debit card transaction

(either swiping the credit card or entering the credit card number), a cash payment, or by use of a QR code or loyalty and reward

points, and then print or email receipts to the customer.

For more information regarding our OmniSoft platform, see

“Description of our OmniSoft Business.”

eVance provides competitive payment processing

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competitive prices (whether such sales occur online or at a “brick and mortar” location).

eVance is an independent sales organization

(an “ISO”) that signs up new merchants on behalf of acquiring banks and processors that provides financial and transaction

processing solutions to merchants throughout the United States.

eVance differentiates itself from other ISOs by focusing on both

obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants that utilize the OmniSoft

platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which we negotiate a shared fee arrangement)

and utilizing our own software and technology to provide merchants and other ISOs differentiating products and software.

In particular,

we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform, (iii) have in-house underwriting

and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and agents tools for online boarding, account

management, residual reports among other tools, and (v) offer a suite of products in the financial markets (through CrowdPay).

our relationship with three of the top five merchant processors in the United States (representing a majority of the merchant processing

market) and with the use of our proprietary software, our payment gateway (which we call “SecurePay”) enables merchants to

reduce the cost of transacting with their customers by removing the need for a third-party payment gateway solution.

eVance operates as

both a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor and acquiring

As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing a direct relationship with the merchant

and generating individual merchant processing contracts in exchange for future residual payments.

As a retail ISO, eVance primarily gathers

the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite merchants’ transactions

and as a result receives only residual income as commission for merchants it places with our partners.

For more information regarding

the electronic payment industry, see “Business — Description of our eVance Business — Our Industry.”

eVance is an independent sales

organization (an “ISO”) that signs up new merchants on behalf of acquiring banks and processors that provides financial and

transaction processing solutions to merchants throughout the United States.

eVance differentiates itself from other ISOs by focusing

on both obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants that utilize the

OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which we negotiate a shared

fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs differentiating products and software.

In particular, we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform, (iii) have

in-house underwriting and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and agents tools

for online boarding, account management, residual reports among other tools, and (v) offer a suite of products in the financial

markets (through CrowdPay).

Leveraging our relationship with three of the top five merchant processors in the United States (representing

a majority of the merchant processing market) and with the use of our proprietary software, our payment gateway (which we call “SecurePay”)

enables merchants to reduce the cost of transacting with their customers by removing the need for a third-party payment gateway solution.

eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor

and acquiring bank.

As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing a direct relationship

with the merchant and generating individual merchant processing contracts in exchange for future residual payments.

As a retail ISO,

eVance primarily gathers the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite

merchants’ transactions and as a result receives only residual income as commission for merchants it places with our partners.

For more information regarding the electronic payment industry, see “Business — Description of our eVance Business —

Our Industry.”

SecurePay is a payment gateway and virtual terminal

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On June 15, 2023, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01% of

the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”).

The LLC’s owns the platform

of Black011.com and the network serving over 31,000 convenience stores (“Bodegas”) in and around New York and New Jersey.

Interest Purchase Agreement with SDI Black 001, LLC (“Seller”) whereby the Company acquired from Seller 80.01% of the membership

interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a Cuentas SDI, LLC) (the “LLC”).

The LLC will enable

the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability

for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital

wallet into its electronic portal.

The Company plans to market to the LLC’s merchant network, which currently has approximately

31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase products using

OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes.

On May 20, 2024,

the Company entered into a second Membership Interest Purchase Agreement with the minority member of the LLC (the “Agreement”)

whereby it acquired the remaining 19.99% of the membership interests of the LLC for a purchase price of $215,500.

As a result, effective

May 20, 2024, the Company owns 100% of the LLC.

On August 14, 2024, the LLC changed its name to Moola Cloud, LLC.

The Agreement contains

a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals,

executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly

or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship,

solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition

with the Company;

or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship,

contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or

business relationship with the Company

CrowdPay.us™ operates a white label capital

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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.

share exchange agreement with all of the stockholders 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 share exchange transaction closed on January 3, 2022.

Prior to the closing of the share exchange transaction,

Ronny Yakov, Chairman and CEO of the Company, and John Herzog, a stockholder of the Company, owned 100% of the outstanding equity of Crowd

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.

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.

OLBit and DMINT

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to its emerging money transmission and transactional business.

OLBit had been in the process of applying for money transmission licenses

in all 50 states along with New York Bitlicense.

Around June 2023, it was decided to delay the process of applying for licenses

in order to have a greater focus of financial and management resources on the Company’s payment processing business and DMINT’s

Bitcoin mining business.

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

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

DMINT initiated the first phase of the Bitcoin mining

operation by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford,

Pennsylvania.

As of December 31, 2023, DMINT had 400 computers online and mining for Bitcoin.

It has six data centers located in Tennessee.

In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts at the Selmer, TN

location because of the lower cost of operations in the location.

On August 16, 2022, DMINT Real Estate Holdings,

(“DREH”), a wholly owned subsidiary of purchased 4.73 acres of land and a building located at 565 Industrial Park Drive,

Selmer, McNairy County, Tennessee for a purchase price of $408,000.00.

DMINT established a Bitcoin mining data center powered on the local

The location is expected to have capacity for up to 5,000 mining machines.

The Company plans to complete the buildout

of the building to be fully operational with 5,000 machines in 2024 following a spin-off of DMINT into a standalone entity which is currently

OLBit was previously in the process of applying for money transmission

licenses in all 50 states.

In June 2023, it was decided to delay the process of applying for such licenses in order to have a greater

focus of financial and management resources on the Company’s payment processing business and Bitcoin mining business.

On July 23, 2021, we formed our wholly owned subsidiary,

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

DMINT initiated the first phase of its Bitcoin mining operation

by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford, Pennsylvania.

As of December 31, 2024, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin.

DMint has a data center located

in Selmer, Tennessee.

In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts

at the Selmer, Tennessee location because of the lower cost of operations in the location.

On August 16, 2022, DMINT Real Estate Holdings, Inc.

a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial Park Drive, Selmer, McNairy

County, Tennessee for a purchase price of $408,000.

DMINT established a Bitcoin mining data center powered on the local power grid.

location is expected to have capacity for up to 5,000 mining machines.

The Company plans to complete the buildout of the building to be

fully operational with 5,000 machines in 2025 following a spin-off of DMINT into a standalone entity which is currently in process.

As stated above, we are currently in the process

of spinning off DMINT into a stand-alone entity.

Our planned DMINT spin-off distribution (the “Spin-Off Distribution”) will

occur upon DMINT’s Form S-1 Registration Statement filing being declared effective by the Securities and Exchange Commission, and

the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s common shares on the NASDAQ.

the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will no longer be a wholly owned subsidiary of

the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares of common stock will be owned by the existing

stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc.

(“DREH”) will remain a wholly owned subsidiary of

Synergies between the subsidiaries

The success of our business model is dependent

on the synergies between the business segments operated by our subsidiaries.

We have created and developed products that we believe, form

an ecosystem of e-commerce to provide a variety of clients, from online equity financing companies or merchants selling online or in brick

and mortar stores, with multiple product offerings and ancillary services from underwriting with the banks and merchant billing from the

cloud software.

We expect that these synergies will create additional revenue by charging transaction fees on each service provided to

clients by our partnerships with Merchant Acquiring Banks and PCI Compliance.

The success of our business model is dependent on the synergies between

the business segments operated by our subsidiaries.

We have created and developed products that we believe form an ecosystem of e-commerce

to provide a variety of clients, from online equity financing companies or merchants selling online or in brick and mortar stores, with

multiple product offerings and ancillary services from underwriting with the banks and merchant billing from the cloud software.

that these synergies will create additional revenue by charging transaction fees on each service provided to clients by our partnerships

with Merchant Acquiring Banks and PCI Compliance.

We believe that our wholly-owned subsidiaries

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of our products and platforms to communicate with each other and create an ecosystem among our products and, potentially, third-party

These services are provided to other subsidiaries such as Black011, the bodega distribution subsidiary.

These services are provided to our other subsidiaries.

The product environment created with a new registered

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provide the following key advantages.

● Time to Market —

we can create a customized website for retailers within days and have it fully operational in less than 2 weeks.

During 2022 and

2023, we did not develop any new retailer websites but continue to offer the service.

● Cost — we believe

that we are the only content service provider that does not charge a setup fee.

● Flexibility — our

platform has the flexibility to provide customized solutions for partners.

● Pricing — we provide

partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

● Payment processing —

we can provide financial service companies with the ability to have their customers’ accounts directly debited for payment.

● We can assist existing “brick &

mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and

infrastructure to sell their products.

● We can provide a platform for

early-stage companies looking for an effective and less costly way to raise capital.

to Market — we believe we can create a customized website for retailers within days and have it fully operational in less

than 2 weeks.

During 2023 and 2024, we did not develop any new retailer websites but continue to offer the service.

we believe that we are the only content service provider that does not charge a setup fee.

● Flexibility —

we believe our platform has the flexibility to provide customized solutions for partners.

we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

processing — we can provide financial service companies with the ability to have their customers’ accounts directly

debited for payment.

can assist existing “brick & mortar” businesses that have inventory and fulfilment capability but do not wish to

create and maintain an e-commerce website and infrastructure to sell their products.

can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.

Risks Associated with our Business

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consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this Annual Report:

● We operate in a regulatory

environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial

We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology;

Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants;

While we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual Report, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not be available on reasonable terms;

We are substantially dependent on our eVance business for revenue.

If we are unable to maintain our eVance business for any reason (including the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company;

● Our ability to anticipate and

respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness

or the demand for our products and services;

The properties included in our mining network may experience damages;

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or operations;

● Banks and financial institutions may not provide banking

services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment,

including financial institutions of investors in our securities;

● It may be illegal in the future,

to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets

in one or more countries, the ruling of which would adversely affect us.

● Acquisitions create certain

risks and may adversely affect our business, financial condition or results of operations;

● If we fail to improve and enhance

the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’

evolving needs, our business may be adversely affected.

operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our

business and financial condition;

rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade

secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection

meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties

from making unauthorized use of our technology;

growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both

new and existing merchants;

we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual

Report, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations

that may not be available or, if available, may not be available on reasonable terms;

are substantially dependent on our eVance business for revenue.

If we are unable to maintain our eVance business for any reason (including

the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company;

ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely

affect our competitiveness or the demand for our products and services;

properties included in our mining network may experience damages;

changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects

our business, prospects or operations;

and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related

services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities;

may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or

utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.

● Acquisitions

create certain risks and may adversely affect our business, financial condition or results of operations;

we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner

that responds to our merchants’ evolving needs, our business may be adversely affected.

Various aspects of our service areas are subject

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the above mentioned offerings and should not be relied upon by anyone.

Regulation D under the Securities Act is the most

common regulatory exemption used small businesses to raise capital through equity financing.

It exempts private placement offerings under

Rule 506(b) and 506(c) when sold to accredited investors, as defined under Rule 501 of Regulation D.

Companies relying on the Rule 506

exemptions can raise an unlimited amount of money, so long as they comply with the rule’s requirements.

Regulation A and Regulation A+

are more similar to a public offerings, and require filing Form 1-A with the SEC.

Regulation D under the Securities Act is the most common regulatory

exemption used small businesses to raise capital through equity financing.

It exempts private placement offerings under Rule 506(b) and

506(c) when sold to accredited investors, as defined under Rule 501 of Regulation D.

Companies relying on the Rule 506 exemptions can

raise an unlimited amount of money, so long as they comply with the rule’s requirements.

Regulation A and Regulation A+ are

more similar to a public offering, and require filing Form 1-A with the SEC.

Regulation A and Regulation A+ offer two tiers of offerings;

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patent pending on transferable QR codes on Omni Commerce devices.

As of December 31, 2023, we had six key employees

as part of our overall staff of 26 full-time employees.

Our risk, compliance, underwriting and analyst’s accounting and customer

service functions are primarily located in Georgia.

In addition, we have operations in India where we retain 35 developers at any given

time depending on our requirements and scope of projects.

None of our employees are represented by a labor union or covered by a collective

bargaining agreement.

As of December 31, 2024, we had six key employees as part of our overall

staff of 15 full-time employees.

Our risk, compliance, underwriting and analyst’s accounting and customer service functions are

primarily located in Georgia.

In addition, we have operations in India where we retain 35 developers at any given time depending on our

requirements and scope of projects.

None of our employees are represented by a labor union or covered by a collective bargaining agreement.

We consider our relationship with our employees to be good.

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eVance Processing, Inc.

(such assets are the foundation of our eVance business).

In connection with the Asset Acquisition, in May 2018,

we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate companies owned by Mr.

Yakov and John Herzog, an affiliate

of our company, pursuant to which each of CrowdPay and OmniSoft became wholly owned subsidiaries of our company.

(collectively, the “eVance Asset Acquisition”) (such assets are the foundation of our eVance business).

In connection with the eVance Asset Acquisition, in May 2018, we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate

companies owned by our CEO, Ronny Yakov, and John Herzog, a stockholder of the Company, pursuant to which each of CrowdPay and OmniSoft

became wholly owned subsidiaries of the Company.

On April 26, 2024, the Company filed with the

State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became

effective on April 26, 2024, to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved

by the Company’s stockholders at a special meeting on April 26, 2024.

As a result of the Reverse Stock Split, every

ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common

Stock, without any change in the par value per share.

No fractional shares were issued as a result of the Reverse Stock Split and any

fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue

cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split.

Immediately following

the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares.

shares of Common Stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding

adjustments to their exercise prices.

The number of authorized shares of Common Stock under the Certificate of Incorporation will remain

unchanged at 50,000,000 shares.

Our Company’s headquarters is located at

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, an emerging growth company can take

advantage of an extended transition period for complying with new or revised accounting standards.

This provision allows an emerging growth

company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies.

We have elected

to avail ourselves of this extended transition period.

In addition, an emerging growth company can take advantage of an extended

transition period for complying with new or revised accounting standards.

This provision allows an emerging growth company to delay the

adoption of some accounting standards until those standards would otherwise apply to private companies.

We have elected to avail ourselves

of this extended transition period.

We will remain an emerging growth company until the earliest to occur of:

reporting $1.07 billion or more in annual gross revenues;

(i) our reporting $1.07

billion or more in annual gross revenues;

(ii) the end of fiscal year 2024;

(iii) our issuance, in a three year period,

of more than $1 billion in non-convertible debt;

and (iv) the end of the fiscal year in which the market value of our common stock held

by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.

(iii) our issuance, in a three-year period, of more than $1

billion in non-convertible debt;

and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates

exceeded $700 million on the last business day of our second fiscal quarter.

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 1. Business