What changed in this filing

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Item 1A. Risk Factors

2025-04-15 compared with 2024-04-15 · 165 added, 158 removed, 1631 unchanged (17% of the section changed)

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As of December 31, 2024 we had a working capital deficit of $8,650,939 and a net loss of $11,224,911.

flow provided by operating activities for the year ended December 31, 2023 was $2,046,922.

Notwithstanding the foregoing, management has

concluded that it has sufficient liquidity to continue operations for a period of at least twelve months from the date of this Annual

Report, which conclusion would not have been possible without close monitoring of the Company’s projected cash flow and operating

expenses for a period of at least the next twelve months.

flow used by operating activities for the year ended December 31, 2024 was $2,600,306.

Notwithstanding the foregoing, management has concluded

that it has sufficient liquidity to continue operations for a period of at least twelve months from the date of this Annual Report, which

conclusion would not have been possible without close monitoring of the Company’s projected cash flow and operating expenses for

a period of at least the next twelve months.

We have historically relied on related parties

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and capital requirements through cash flows generated from our operating activities alone for a period of twelve months, we previously

have financed our operations from short-term loans from Ronny Yakov, our Chief Executive Officer and John Herzog, a significant shareholder

of the Company.

financed our operations from short-term loans from Ronny Yakov, our Chief Executive Officer.

It is not assured that Mr.

Herzog would continue to provide such assistance if the Company were to require

it in the future.

Yakov will continue

to provide such assistance if the Company were to require it in the future.

We may be subject to liabilities arising

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had one lawsuit whereby we have been found to have successor liability.

However, we are currently appealing the decision.

This is a highly

fact specific inquiry, and there can be no assurance that any interested creditor, the United States (through the Internal Revenue Service)

This matter was settled by the parties.

This is a highly fact

specific inquiry, and there can be no assurance that any interested creditor, the United States (through the Internal Revenue Service)

or state or local taxing agencies will not seek to hold us responsible for any existing liabilities at the time of the Asset Acquisition

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and software applications:

● our territory can have significant

weather events which physically damage access lines;

● power surges and outages, computer

viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are beyond our control;

● Unusual spikes in demand or

capacity limitations in our or our suppliers’ networks.

territory can have significant weather events which physically damage access lines;

surges and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are

beyond our control;

spikes in demand or capacity limitations in our or our suppliers’ networks.

Disruptions may cause interruptions in service

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in research and development, the level and effectiveness of which could reduce our profitability.

We intend to continue to make investments in research

and development and product development in seeking to sustain and improve our competitive position and meet our customers’ needs.

These investments currently include streamlining our suite of software functionalities, including modularization and improving scalability

of our integrated solutions.

To maintain our competitive position, we may need to increase our research and development investment, which

could reduce our profitability and cash flows.

In addition, we cannot assure you that we will achieve a return on these investments, nor

can we assure you that these investments will improve our competitive position or meet our

We intend to continue to make investments in research and development

and product development in seeking to sustain and improve our competitive position and meet our customers’ needs.

These investments

currently include streamlining our suite of software functionalities, including modularization and improving scalability of our integrated

To maintain our competitive position, we may need to increase our research and development investment, which could reduce our

profitability and cash flows.

In addition, we cannot assure you that we will achieve a return on these investments, nor can we assure

you that these investments will improve our competitive position.

Risks Related to Our Business

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is evolving and uncertain.

The regulations that govern the companies and

broker-dealers that utilize our platform and the investors that find investment opportunities on our platform have been in existence for

a very few years.

Further, there are constant discussions among legislators and regulators with respect to changing this regulatory environment.

New laws and regulations could be adopted in the United States and abroad.

Further, existing laws and regulations may be interpreted in

ways that would impact our platform, including our ability to communicate and work with investors, broker-dealers and the companies that

use our platforms’ services.

For instance over the past year, there have been several attempts to modify the current regulatory

Some of those suggested reforms could make it easier for anyone to sell securities (without using our platform), or could increase

our regulatory burden, including requiring us to register as a broker-dealer or funding portal before we choose to do so.

Any such changes

would have a negative impact on our business.

The regulations that govern the companies and broker-dealers that utilize

our platform and the investors that find investment opportunities on our platform have been in existence for a very few years.

there are constant discussions among legislators and regulators with respect to changing this regulatory environment.

New laws and regulations

could be adopted in the United States and abroad.

Further, existing laws and regulations may be interpreted in ways that would impact

our platform, including our ability to communicate and work with investors, broker-dealers and the companies that use our platforms’

For instance, over the past year, there have been several attempts to modify the current regulatory regime.

Some of those suggested

reforms could make it easier for anyone to sell securities (without using our platform), or could increase our regulatory burden, including

requiring us to register as a broker-dealer or funding portal before we choose to do so.

Any such changes would have a negative impact

on our business.

We may be liable for misstatements made

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has been generated from our eVance business, though we did begin generating revenue from our OmniSoft business during the second half

In addition, the launch of our Bitcoin Mining business in 2021 has started to generate revenue in 2021 and 2022.

While we expect

to continue to build out our OmniSoft software business and to rely more heavily on individualized merchant services offerings and to

generate revenue and to transition away from such significant reliance on our eVance business, there is no guarantee that we will be able

In addition, the launch of our Bitcoin mining business in 2021 began to generate revenue in 2021 and 2022.

While we expect to

continue to build out our OmniSoft software business and to rely more heavily on individualized merchant services offerings and to generate

revenue and to transition away from such significant reliance on our eVance business, there is no guarantee that we will be able to do

Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company.

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continue to change, including:

● rapid and significant changes

in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive disadvantage and reduce

the use of our products and services;

competitors, merchants, governments and other industry participants may develop products and services that compete with or replace our value-added products and services, including products and services that enable card networks and banks to transact with consumers directly;

participants in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that may strengthen their existing business services or create new payment services that compete with our services;

new services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization, Blockchain and other safety and security technologies.

and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive

disadvantage and reduce the use of our products and services;

● competitors,

merchants, governments and other industry participants may develop products and services that compete with or replace our value-added

products and services, including products and services that enable card networks and banks to transact with consumers directly;

● participants

in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that

may strengthen their existing business services or create new payment services that compete with our services;

services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization,

Blockchain and other safety and security technologies.

Failure to compete effectively against any of

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These trends could include:

declining economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border travel patterns, on which the majority of our revenue is dependent;

low levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively high unemployment, may result in decreased spending by cardholders;

budgetary concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

emerging market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic trends may be more pronounced in those emerging markets where we conduct business;

financial institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns;

uncertainty and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less predictable;

cardholders may decrease spending for value-added services we market and sell;

government intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.

economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border

travel patterns, on which the majority of our revenue is dependent;

levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively

high unemployment, may result in decreased spending by cardholders;

concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit

ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic

trends may be more pronounced in those emerging markets where we conduct business;

institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns;

● uncertainty

and volatility in the performance of our merchants’ businesses may make estimates of our revenues and financial performance less

● cardholders

may decrease spending for value-added services we market and sell;

intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects

on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.

We are subject to U.S.

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that these or any other modifications will be successful or will not result in harm to our business.

We may not be able to manage

growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

We may not be able to manage growth

effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

Such circumstances

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claims by employees and others for injuries sustained at our properties.

For example, a mine could be rendered inoperable,

temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the mine.

and other measures we take to protect against these risks may not be sufficient.

Additionally, our mines could be materially adversely

affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power

generating capacity.

Given the power requirement, it would not be feasible to run miners on back-up power generators in the event

of a power outage or damage to our primary generators.

For example, a mine could be rendered

inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the

The security and other measures we take to protect against these risks may not be sufficient.

Additionally, our mines

could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of

cost-effective sources of electrical power generating capacity.

Given the power requirement, it would not be feasible to run

miners on back-up power generators in the event of a power outage or damage to our primary generators.

Cryptocurrency exchanges and other trading

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reward to transaction fees.

Either the requirement from miners of higher transaction fees in exchange for recording transactions

in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent

the expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of Bitcoin that

Either the requirement from miners of higher transaction fees in exchange for recording transactions in a

blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the

expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of Bitcoin that

could adversely impact an investment in our securities.

In order to incentivize miners to continue

to contribute to the Bitcoin network, the Bitcoin network may either formally or informally transition from a set reward to

transaction fees earned upon solving a block.

This transition could be accomplished by miners independently electing to record in

the blocks they solve only those transactions that include payment of a transaction fee.

If transaction fees paid for bitcoin

transactions become too high, the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be

motivated to switch from Bitcoin to another cryptocurrency or to fiat currency.

Decreased use and demand for Bitcoin may adversely

affect its value and result in a reduction in the price of Bitcoin and the value of our securities.

In order to incentivize miners to continue to

contribute to the Bitcoin network, the Bitcoin network may either formally or informally transition from a set reward to transaction fees

earned upon solving a block.

This transition could be accomplished by miners independently electing to record in the blocks they solve

only those transactions that include payment of a transaction fee.

If transaction fees paid for bitcoin transactions become too high,

the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to

another cryptocurrency or to fiat currency.

Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction

in the price of Bitcoin and the value of our securities.

Bitcoin inventory, including that maintained by or for us, may

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Bitcoin are held in software wallets, which may be subject to cyberattacks.

Several errors and defects have been found previously, including those that disabled some functionality for users and exposed users’

errors and defects have been found previously, including those that disabled some functionality for users and exposed users’ information.

Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions

of the computers) obtains control of more than 50% of the processing power on a distributed ledger network, such actor or botnet could

manipulate the network to adversely affect the associated cryptocurrency and its users.

If a malicious actor or botnet obtains a majority

of the processing power dedicated to mining of Bitcoin, it may be able to alter the distributed ledger network on which transactions of

Bitcoin reside and rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at

If a malicious

actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers)

obtains control of more than 50% of the processing power on a distributed ledger network, such actor or botnet could manipulate the network

to adversely affect the associated cryptocurrency and its users.

If a malicious actor or botnet obtains a majority of the processing power

dedicated to mining of Bitcoin, it may be able to alter the distributed ledger network on which transactions of Bitcoin reside and rely

by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all.

Despite our efforts and processes to prevent breaches,

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If regulatory changes or interpretations

require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the

Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940,

as amended, or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (“CFTC”),

require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities

Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940, as amended,

or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (“CFTC”),

the Internal Revenue Service (“IRS”), Department of Treasury or other agencies or authorities, we may be required to register

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initiate or release tax determinations that change the classification of Bitcoin as property for tax purposes (in the context of when

such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders.

Current IRS guidance indicates that digital

assets such as Bitcoin should be treated and taxed as property, and that transactions involving the payment of Bitcoin for goods and

services should be treated as barter transactions.

While such treatment would create a potential tax reporting requirement for any

circumstance where the ownership of Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including

off-blockchain transactions), it preserves the right to apply capital gains treatment to those transactions.

Any change to such tax

treatment may adversely affect an investment in our Company.

such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our stockholders.

Current IRS guidance indicates that digital assets

such as Bitcoin should be treated and taxed as property, and that transactions involving the payment of Bitcoin for goods and services

should be treated as barter transactions.

While such treatment would create a potential tax reporting requirement for any circumstance

where the ownership of Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions),

it preserves the right to apply capital gains treatment to those transactions.

Any change to such tax treatment may adversely affect an

investment in our Company.

Our dependence on third-party software and

personnel may leave us vulnerable to price fluctuations and rapidly changing technology.

Competitive conditions within the Bitcoin

mining industry require that we use sophisticated technology in the operation of our future Bitcoin mining business segment.

to utilize third-party software applications in our mining operations.

Further, some of our operations may be conducted through

collaboration with software providers.

The industry for blockchain technology is characterized by rapid technological changes,

new product introductions, enhancements and evolving industry standards.

New technologies, techniques or products could emerge

that might offer better performance than the software and other technologies we plan to utilize, and we may have to manage

transitions to these new technologies to remain competitive.

We may not be successful, generally or relative to our

competitors in the Bitcoin mining industry, in timely implementing new technology into our systems, or doing so in a cost-effective

During the course of implementing any such new technology into our operations, we may experience the system interruptions

and failures discussed above.

Furthermore, there can be no assurances that we will recognize, in a timely manner or at all, the

benefits that we may expect as a result of our implementing new technology into our operations.

Competitive conditions within the Bitcoin mining

industry require that we use sophisticated technology in the operation of our future Bitcoin mining business segment.

We plan to utilize

third-party software applications in our mining operations.

Further, some of our operations may be conducted through collaboration with

software providers.

The industry for blockchain technology is characterized by rapid technological changes, new product introductions,

enhancements and evolving industry standards.

New technologies, techniques or products could emerge that might offer better performance

than the software and other technologies we plan to utilize, and we may have to manage transitions to these new technologies to remain

We may not be successful, generally or relative to our competitors in the Bitcoin mining industry, in timely implementing

new technology into our systems, or doing so in a cost-effective manner.

During the course of implementing any such new technology into

our operations, we may experience the system interruptions and failures discussed above.

Furthermore, there can be no assurances that

we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our

Risks Related to Our Capital Stock

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As of April 1, 2025, there are 856,313 warrants

to purchase shares of our common stock outstanding (with a weighted average exercise price of $5.02) and 2,362,321 outstanding options

to purchase shares of common stock (with a weighted average exercise price of $0.0064).

If and when these securities are exercised into

shares of our common stock, the number of our shares of common stock outstanding will increase.

Such increase in our outstanding shares,

and any sales of such shares, could have a material adverse effect on the market for our common stock and the market price of our common

to purchase shares of our common stock outstanding (with a weighted average exercise price of $68.33 and 20,000 outstanding options to

purchase shares of common stock (with a weighted average exercise price of $0.10.

If and when these securities are exercised into shares

of our common stock, the number of our shares of common stock outstanding will increase.

Such increase in our outstanding shares, and

any sales of such shares, could have a material adverse effect on the market for our common stock and the market price of our common stock.

In addition, from time to time, all of our current

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a large percentage of our voting stock, other stockholders’ voting power may be limited.

As of April 8, 2024, Ronny Yakov, our chief executive

officer, owned or controlled approximately 32.65% of our outstanding voting stock.

As of April 1, 2025, Ronny Yakov, our chief executive officer, owned

or controlled approximately 23.99% of our outstanding voting stock.

Accordingly, Mr.

Yakov has the ability to have

a substantial influence on matters submitted to our stockholders for approval, including the election and removal of directors and the

approval of any merger, consolidation or sale of all or substantially all of our assets.

As a result, our other stockholders may have

little influence over matters submitted for stockholder approval.

Yakov has the ability to have a substantial

influence on matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any

merger, consolidation or sale of all or substantially all of our assets.

As a result, our other stockholders may have little influence

over matters submitted for stockholder approval.

In addition, the ownership of Mr.

Yakov could preclude any unsolicited

acquisition of us, and consequently, adversely affect the price of our common stock.

Further, he may make decisions that are adverse to

your interests.

Yakov could preclude any unsolicited acquisition

of us, and consequently, adversely affect the price of our common stock.

Further, he may make decisions that are adverse to our interests.

As an “emerging growth company”

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meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

we fail to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum stock price

requirement, Nasdaq may take steps to delist our securities.

Such a delisting would likely have a negative effect on the price of our

securities and would impair your ability to sell or purchase our securities when you wish to do so.

In the event of a delisting, we can

provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become

listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq

minimum stock price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Additionally, if

our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer

automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities

may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange.

You may be unable to sell your

securities unless a market can be established or sustained.

May 16, 2023, we received written notice from the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30 consecutive

business days, we failed to maintain a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq Capital Market

pursuant to Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until November

13, 2023, to regain compliance.

On November 14, 2023, the Company received a letter (the “Extension Notice”) from Nasdaq notifying

the Company that it had been granted an additional 180-day period, or until May 13, 2024, to regain compliance with Nasdaq Listing Rule

to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum stock price requirement,

Nasdaq may take steps to delist our securities.

Such a delisting would likely have a negative effect on the price of our securities and

would impair your ability to sell or purchase our securities when you wish to do so.

In the event of a delisting, we can provide no assurance

that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize

the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum stock price

requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Additionally, if our securities are not

listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation

system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited

than if we were quoted or listed on Nasdaq or another national securities exchange.

You may be unable to sell your securities unless a

market can be established or sustained.

On May 16, 2023, we received written notice from

the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30 consecutive business days, we failed to maintain

a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until November 13, 2023, to regain compliance.

14, 2023, the Company received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it had been granted

an additional 180-day period, or until May 13, 2024, to regain compliance with Nasdaq Listing Rule 5550(b)(1).

On March 20, 2024, the board of directors approved

a reverse stock split in the amount of 1 for 10 shares and recommended that the shareholders approve the reverse stock split in the same

amount at a meeting of the shareholders to be held on April 26, 2024.

a reverse stock split in the amount of 1 for 10 shares and recommended that the stockholders approve the reverse stock split in the same

amount at a meeting of the stockholders to be held on April 26, 2024.

The purpose of the reverse stock split is to have the shares of

common stock trade in excess of $1.00 per share so that the company will be in compliance with the NASDAQ minimum share price requirement.

There can be no assurance that the stock price, after the reverse stock split, if approved by the shareholders, will continue to trade

There can be no assurance that the stock price, after the reverse stock split, if approved by the stockholders, will continue to trade

above $1.00 per share.

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trade below the amount equal to 10 times these stock price per share on the date of the reverse stock split.

We incur substantial costs as a result

of being a public company and our management expects to devote substantial time to public company compliance programs.

We incur substantial costs as a result of

being a public company and our management expects to devote substantial time to public company compliance programs.

As a public company, we incur significant legal,

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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 1A. Risk Factors