What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-15 · 135 added, 190 removed, 582 unchanged (36% of the section changed)

38 unchanged sentences

weaknesses in our internal control over financial reporting:

1) The Company has an insufficient control environment.

Specifically,

the Company lacks policies to ensure they maintain adequate documentation, the Company does not have a formal process or policy to ensure

there is adequate documentation of board approval for related party transactions, and the Company’s board does not include an independent

financial expert.

2) The Company lacks adequate accounting processes and controls.

Specifically, the Company does not have appropriate reviews, reconciliations, or financial close processes to ensure the financial statements

are free from material misstatement.

3) The Company lacks adequate accounting resources.

Specifically,

the Company does not have the processes and resources to ensure complex analysis of accounting issues, requiring high levels of accounting

knowledge and expertise, is completed timely or in sufficient detail.

Company has an insufficient control environment.

Specifically, the Company lacks policies to ensure they maintain adequate documentation,

the Company does not have a formal process or policy to ensure there is adequate documentation of board approval for related party transactions,

and the Company’s board does not include an independent financial expert.

Company lacks adequate accounting processes and controls.

Specifically, the Company does not have appropriate reviews, reconciliations,

or financial close processes to ensure the financial statements are free from material misstatement.

Company lacks adequate accounting resources.

Specifically, the Company does not have the processes and resources to ensure complex analysis

of accounting issues, requiring high levels of accounting knowledge and expertise, is completed timely or in sufficient detail.

In making its assessment of internal control over

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Other Information

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.

Following 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 DMINT.

During the fiscal year ended December 31, 2024,

no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “nonRule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent

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Ronny Yakov is Chief Executive Officer,

Chairman of the Board of Directors, founder and majority shareholder of the Company.

Chairman of the Board of Directors, founder and majority stockholder of the Company.

Yakov has over 25 years of experience of concept-to-print,

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Smith has over 20 years of finance, accounting and operational experience in the merchant services industry.

joined eVance (Formerly Calpian Commerce) in 2014 as Director of Finance.

Smith joined eVance (formerly, Calpian Commerce) in 2014 as Director of Finance.

Prior to eVance, Mr.

Smith spent 2 years as Director of Financial

Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.

He worked with Pay by Touch, a biometric payments start-up company

based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.

From 1996 to 2004, Mr.

worked for Concord EFS, a large merchant acquirer.

His titles at Concord included Internal Audit, Financial Analyst and Vice President/Controller.

While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including those of Star and EPS Debit

Smith spent 2 years as Director

of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.

He worked with Pay by Touch, a biometric payments

start-up company based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.

Smith worked for Concord EFS, a large merchant acquirer.

His titles at Concord included Internal Audit, Financial Analyst

and Vice President/Controller.

While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including

those of Star and EPS Debit networks.

Ehud Ernst is one of our independent directors

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a member of our Board of Directors or expected to serve on the Compensation Committee.

Executive Compensation

The table below summarizes

all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services

rendered to us.

Summary Compensation Table

Name and Principal Position

The table below summarizes all compensation awarded

to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

Compensation Table

and Principal Position

Incentive Plan

CEO, Chairman

Patrick Smith,

Vice President

Rachel Boulds,

Car allowance

(2) Stock based compensation reflects fair value of options granted during

the years ended December 31, 2023 and 2022, each with an exercise price of $0.01 per share.

50% of options vested as of the date

of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024.

Options expire after ten years from grant date if not exercised.

the years ended December 31, 2024 and 2023, each with an exercise price of $0.01 per share pre-split ($0.10 per share post-split).

of options vested as of the date of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024.

Options expire after ten years

from grant date if not exercised.

of December 31, 2024, all salaries and bonus have been accrued but not fully paid.

Yakov, $750,000 salary and $300,000

have been accrued with $93,750 salary and $0 bonus paid.

Smith $350,000 salary and $150,000 bonus have been accrued

with $87,500 salary and $0 bonus paid.

Employment Agreements

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Smith shall receive

options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.01 per

options (the “Options”) to purchase up to 27,500 shares of common stock of the Company at an exercise price of $0.10 per share.

The Smith Agreement also states that, if Mr.

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affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a per share

exercise price equal to One Cent ($0.01) and expire ten years after the date of grant.

Each Stock Option granted shall become exercisable

exercise price equal to $0.10 and expire ten years after the date of grant.

Each Stock Option granted shall become exercisable as follows:

50% upon the grant date, then 25% upon each of the second and third anniversary of the date on which it is granted.

the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

In addition, the notices

provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2023, the following equity

awards were outstanding:

Per the terms of Mr.

Smith’s employment

agreement, he was granted stock options to purchase up to 265,172 shares of common stock at an exercise price of $0.003 per share.

grant vests at the rate of 1/5 beginning on each anniversary of the effective date of grant (April 10, 2018).

The stock options will cease

vesting after the termination of Mr.

Smith’s employment and any unvested options shall be forfeited upon the termination of employment.

Pursuant to the Smith Agreement, on December 23,

Smith received options to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.01 per share.

Per the terms of Mr.

Yakov’s employment

agreement, effective on January 1, 2018, and on each anniversary thereafter during the term of his employment agreement, the Company granted

to him options to purchase up to 6,667 shares of common stock with a per share exercise price equal $0.03 per share.

Each stock option

shall become exercisable in increments of one-third upon each anniversary of the date on which it is granted.

On November 13, 2019, the Company entered into

an agreement with Mr.

Smith and on November 25, 2019, the Company entered into an agreement Mr.

Yakov, whereby the Company and option

holders each agreed that the exercise price pertaining to those options only would not be adjusted for the effects of the Reverse Stock

Pursuant to the Yakov Agreement, on each of December

23, 2022 and January 1, 2023, Mr.

Yakov received options to purchase up to 200,000 shares of common stock of the Company at an exercise

price of $0.01 per share for a total of 400,00 options to purchase common stock.

At December 31, 2023, there were a total of 1,568,988

options to purchase common stock, of which 1,248,016 were vested and exercisable.

Pursuant to the Yakov Agreement, on each of January 1, 2023 and 2024,

Yakov received options to purchase up to 20,000 shares of common stock of the Company at an exercise price of $0.10 per share for

a total of 40,000 options to purchase common stock.

2020 Equity Incentive Plan

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Incentive Plan (the “Plan”) for the Company and the holders of majority of our outstanding shares of common stock have approved

On December 22, 2022, the shareholders of the Company approved an amendment and restate of the Plan to increase the number

On December 22, 2022, the stockholders of the Company approved an amendment and restate of the Plan to increase the number

of our shares of Common Stock available for issuance under the 2020 Plan from 24,000 to 200,000 shares.

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a change of control of our company (although awards may be granted with different vesting terms).

Further, pursuant to the Yakov

Agreement, on an annual basis until December 31, 2027, Mr.

Yakov received up to 400,000 options under the Plan.

The purpose of our 2020 Equity Incentive Plan

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Amir Sternhell

(1) Directors were reimbursed for their reasonable out-of-pocket expenses incurred in connection with their

Through December 31, 2023, on an annual basis, each independent director earned compensation in the form of shares of our Common

Stock with a fair market value equal to $50,000 as of the date of issuance and they will be reimbursed for their reasonable out-of-pocket

expenses incurred in connection with their duties.

The Chairman of the Audit Committee received additional shares of Common Stock with

a fair market value equal to $15,000 as of the date of issuance.

(2) Beginning in 2024, all Directors will receive a fee equal to $10,000 per year, payable in four installments

of $2500 on January 1, April 1, July 1 and October 1 of each year.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April

8, 2024, information regarding the beneficial ownership of each class of our voting securities by:

Directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties.

Beginning in 2024, two Directors will receive a fee equal to $10,000

per year and one will receive $14,000, payable in four installments on January 1, April 1, July 1 and October 1 of each year.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of April 1, 2025, information

regarding the beneficial ownership of each class of our voting securities by:

(i) our officers and directors;

all of our officers and directors as a group;

and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding

voting securities.

Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the

power to dispose or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of

which the person has the right to acquire beneficial ownership within 60 days.

(ii) all of our officers

and directors as a group;

and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities.

Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or

to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of which the person has

the right to acquire beneficial ownership within 60 days.

The address of each holder listed below, except

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5% Beneficial Owners

John Herzog (4)

Mary Herzog (5)

Directors and Officers

5,829,702 (5)

5,943,146 (5)

Rachel Boulds

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All directors and executive officers as a group (6 persons)

* Less than 1%.

** Under SEC rules, beneficial ownership includes shares over

which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire

within sixty days.

(1) Percentage

ownership of common stock is based on 18,092,883 shares of Common Stock

plus 113,443 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise

voting power on an as-converted basis.

(2) The number of shares and percentage ownership of Series A

Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which

such shares of Series A Preferred Stock are convertible into 113,443 shares of common stock accordance with the Certificate of Designations

(as hereinafter defined)).

The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred

Stock with the holders of common stock on an as-converted basis.

(3) Percentage

of voting stock is based on 18,092,883 shares of Common Stock and 1,021

shares of Series A Preferred Stock (convertible into 113,443 shares of common stock) outstanding on November 29, 2023.

(4) Includes (a) 925,516 shares held by John E.

(b) 109,224 shares held by John E.

Herzog Revocable Trust under an agreement dated February 7, 2014, for which John E.

is the sole Trustee, and (c) 10,000 shares held in an individual retirement account.

As reported on Schedule 13G filed with

the SEC on June 21, 2023.

(5) Includes (i) 176,668 vested options, (ii) 113,444

shares of common stock underlying Series A Preferred Stock, and (iii) shares of common stock underlying 227,003 Series A

Warrants to purchase one share of common stock each at a purchase price of $9.00 per share and 56,751 Series B Warrants to purchase

one share of common stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual

(6) Consists of 312,318 vested options.

Certain Relationships and Related

Transactions, and Director Independence

SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which

the individual or entity has the right to acquire within sixty days.

Percentage ownership of common stock is based on 2,368,075 shares of Common Stock plus 113,443 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise voting power on an as-converted basis.

The number of shares and percentage ownership of Series A Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which such shares of Series A Preferred Stock are convertible into 113,443 shares of common stock accordance with the Certificate of Designations (as hereinafter defined).

The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock with the holders of common stock on an as-converted basis.

Percentage of voting stock is based on 2,368,075 shares of Common Stock and 1,021 shares of Series A Preferred Stock (convertible into 113,443 shares of common stock) outstanding on November 29, 2023.

Includes (i) 571,059 shares of common stock, (ii) 20,000 vested

options, (iii) 113,444 shares of common stock underlying Series A Preferred Stock, (iv) shares of common stock underlying

227,003 Series A Warrants to purchase one share of common stock each at a purchase price of $90 per share, and (v) 56,751 Series B

Warrants to purchase one share of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days

of this Annual Report.

Includes (i) shares of common stock underlying 401,437 Series A Warrants

to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,359 Series B Warrants to purchase one share

of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.

Includes (i) shares of common stock underlying 401,437 Series A Warrants

to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,360 Series B Warrants to purchase one share

of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.

Relationships and Related Transactions, and Director Independence

We are a party to certain related party transactions,

as described below.

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

(“Crowd Ignition”)

whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001

of the Company (the “CI Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement, based

on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting

in an aggregate purchase price for Crowd Ignition of $5.3 million.

The purchase price was used solely to establish the agreed upon

purchase price between the parties and not for accounting purposes.

Crowd Ignition

is a web-based crowdfunding software system.

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

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

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

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

As a result, the assets and liabilities

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

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

14, 2022, Mr.

Herzog converted 3,612 shares of Series A Preferred Stock together with $932,193 of accrued dividends into 504,910 shares

of common stock.

is obliged to issue shares worth of $165,000 to Directors for their service during the year ended December 31, 2022 – a provision

for this compensation has been accrued in the balance sheet as of December 31, 2022.

On December 31, 2022, the Company granted 41,322

shares of common stock to Alina Dulimof, Director, for services.

The shares were valued at $1.21, the closing stock price on the date

of grant, for total non-cash stock compensation expense of $50,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On December 31, 2022, the Company granted 41,322

shares of common stock to Amir Sternhell, Director, for services.

The shares were valued at $1.21, the closing stock price on the date

of grant, for total non-cash stock compensation expense of $50,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On December 31, 2022, the Company granted 53,719

shares of common stock to Ehud Ernst, Director, for services.

The shares were valued at $1.21, the closing stock price on the date of

grant, for total non-cash stock compensation expense of $65,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On February 14, 2023, a shareholder reported to

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The shareholder disgorged such short-swing profits to the Company on February 28, 2023.

During December 2023, Mr.

Yakov made payments

on behalf of the company in the amount of $12,678.

The amount is non-interest bearing and due on demand.

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock (118,792 post-split) for $4,079 (see Note 9 and Note 14).

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 pre-split shares of common stock (38,107 post-split) for $2,761.

During the year ended December 31, 2024, the Company

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Yakov is $543,509 and $418,606, respectively.

On August 12, 2024, the Company entered into an

agreement with Yakov Holdings LLC, an entity controlled by Mr.

Yakov (the “Yakov LLC”) whereby the Yakov LLC committed to

loan to the Company up to Five Million Dollars ($5,000,000) (the "Yakov LLC Loan").

The Yakov LLC Loan is revolving in nature,

allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total

outstanding amount shall not exceed Five Million Dollars ($5,000,000).

The interest rate of the Yakov LLC Loan is twelve percent (12%)

and it matures on June 18, 2025.

In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of the

Yakov LLC over all of the assets of the Company.

During the years ended December 31, 2024 and 2023,

Yakov made payments on behalf of the Company in the amount of $1,191,282 and $12,678, respectively.

As of December 31, 2024, the Company

Yakov $1,203,960.

Statement of Policy

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The following table describes fees for professional

audit services rendered and billed by Mac Accounting Group & CPAs, LLP, our present independent registered public accounting

firm and principal accountant, for the review of our quarterly consolidated financial statements and for other services during fiscal

year 2023 and for professional audit services rendered and billed by Daszkal Bolton LLP for the audit of our consolidated financial statements

and for other services during fiscal year 2022.

Type of Fee – Billed by Mac Accounting Group & CPAs, LLP,

audit services rendered and billed by RBSM, LLP, our present independent registered public accounting firm and principal accountant, for

audit services of our consolidated financial statements and for other services during fiscal year 2024 and for professional audit services

rendered and billed by Mac Accounting Group & CPAs, LLP for the audit of our consolidated financial statements and for other

services during fiscal years 2024 and 2023.

Type of Fee – Billed by RBSM, LLP,

Audit Fees (1)

Audit Related Fees (2)

Type of Fee - Billed by Daszkal Bolton LLP

Type of Fee – Billed by Mac Accounting Group & CPAs, LLP,

Audit Fees (1)

Audit Related Fees (2)

(1) Audit fees for fiscal years 2022 and 2023 represent

fees billed for services rendered by Mac Accounting Group & CPAs, LLP, and Daszkal Bolton LLP in 2022 and 2023 for the audit

of our consolidated financial statements and review of our quarterly reports on Form 10-Q.

(2) Audit related fees for fiscal years 2023 represent fees

billed for services rendered by Mac Accounting Group & CPAs, LLP in connection with our DMint Registration Statements filed

during fiscal year 2023.

All Other Fees (2)

Audit fees for fiscal years 2024 and 2023 represent fees billed for services rendered by RBSM, LLP and Mac Accounting Group & CPAs, LLP, for the audit of our consolidated financial statements and reviews of our quarterly reports on Form 10-Q.

All other fees for fiscal years 2024 and 2023 represent fees billed for services rendered by Mac Accounting Group & CPAs, LLP in connection with comfort letters and registration statements filed during each respective fiscal year.

Our Audit Committee has determined that the services

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Asset Purchase Agreement dated November 24, 2021 by and between the Company and FFS Data Corporation (14) .

Share Exchange Agreement dated January 3, 2022 between the Company and all of the shareholders of Crowd Ignition, Inc.

Exchange Agreement dated January 3, 2022 between the Company and all of the stockholders of Crowd Ignition, Inc.

Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc.

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1 to Employment Agreement dated April 4, 2024 by and between the Company and Ronny Yakov (20)

Interest Purchase Agreement dated May 20, 2024 by and between the Company and Cuentas, Inc.

Secured Convertible Promissory Note Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and The OLB Group, Inc.

Security Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and the OLB Group, Inc.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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Incorporated by reference to Form 8-K filed June 21, 2023.

Previously filed with Form 10-K on April 15, 2024.

Previously filed with Form 10-Q on May 20, 2024.

Previously filed with Form 10-Q on August 14, 2024.

Form 10-K Summary

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Chief Executive Officer

April 15, 2025

/s/ Rachel Boulds

1 unchanged sentence

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature

appears below constitutes and appoints Ronny Yakov, his true and lawful attorney-in-fact and agent, with full power of substitution and

resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and

to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,

granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and

necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue

In accordance with the Exchange

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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 9A. Controls and Procedures