What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 198 added, 182 removed, 114 unchanged (77% of the section changed)

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Forward-Looking Statements

The information in this report contains forward-looking

The information in this report contains

forward-looking statements.

All statements other than statements of historical fact made in this report are forward-looking.

In particular, the statements

herein regarding industry prospects and future results of operations or financial position are forward-looking statements.

These forward-looking

statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,”

“probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should”

or other variations or similar words.

No assurances can be given that the future results anticipated by the forward-looking statements

will be achieved.

particular, the statements herein regarding industry prospects and future results of operations or financial position are

forward-looking statements.

These forward-looking statements can be identified by the use of words such as “believes,”

“estimates,” “could,” “possibly,” “probably,” anticipates,”

“projects,” “expects,” “may,” “will,” or “should” or other variations or

similar words.

No assurances can be given that the future results anticipated by the forward-looking statements will be achieved.

Forward-looking statements reflect management’s current expectations and are inherently uncertain.

If underlying

assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s

If underlying assumptions

prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s

expectations.

These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form

10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission.

Should one or more of these risks

or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those

anticipated in these forward-looking statements.

The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our

Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission.

Should one or more of these

risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects

from those anticipated in these forward-looking statements.

The Company undertakes no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under

applicable securities laws.

You are cautioned not to place undue reliance

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Our business functions

primarily through three wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay, though substantially all of our revenue has been

generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019).

We expect to build out our OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that

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

primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc.,

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

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

in the second half of 2019).

We expect to build out our OmniSoft software business and to rely more on individualized merchant services

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

With respect to our eVance business, our merchants

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to its emerging money transmission and transactional business.

July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry, specifically

the mining of Bitcoin.

DMINT initiated the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer

S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania.

As of December 31, 2022, DMINT had purchased 1,000

In February 2023, it re-deployed all of the computers to its Selmer, Tennessee location.

At September 30, 2024, DMINT had mined

31.06 Bitcoin.

On October 21, 2024, DMINT filed a Registration Statement

on Form S-1 with the Securities and Exchange Commission (the "SEC"), relating to the proposed spinoff from the Company and resulting

issuance of equity of DMINT to OLB shareholders.

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 DMINT, Inc., a wholly

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

DMINT initiated

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

configured to mine Bitcoin in Pennsylvania.

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

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.

As of December 31, 2024, DMINT had 1,000 computers

and had 400 computers online and mining for Bitcoin.

At March 31, 2025, DMINT had mined 57.77 Bitcoin.

On October 21, 2024, DMINT

filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), relating to the proposed

spinoff from the Company and resulting issuance of equity of DMINT to OLB shareholders.

On August 16, 2022, DMINT Real Estate Holdings,

(“DREH”), 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.

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 2025 following a spin-off of DMINT into a standalone entity, which is currently

in process and has not yet been consummated.

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

CrowdPay.us™ operates a white label capital

raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital

raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website.

platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant

to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b)

and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant

to Regulation A+ of the Securities Act.

Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers

with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to

potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure

investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”).

CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between CrowdPay

and the Company and/or broker-dealer prior to the initiation of the offering.

CrowdPay also generates revenues by providing ancillary

services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering

and know-your-customer compliance.

CrowdPay is not a registered funding portal or a registered broker-dealer.

On January 3, 2022, the Company entered into a

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

(“Crowd Ignition”) whereby the Company would

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

“CI Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price

of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price

for Crowd Ignition of $5.3 million.

(“Crowd Ignition”) 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 shareholder of the Company, owned 100% of the equity of Crowd Ignition.

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.

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 Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, the “LLC”)..

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.

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 Moola Cloud, LLC, a Florida limited liability company (formerly 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

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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 Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024

with the minority member of the LLC whereby it acquired the remaining 19.99% of the membership interests of the LLC for a purchase price

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

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.

On April 26, 2024, the Company filed with the

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As a result of the Reverse Stock Split, every

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

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

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

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will remain unchanged at 50,000,000 shares.

On May 20, 2024, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC 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.

Results of Operations

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of The OLB Group, Inc.

and its subsidiaries for the three and nine months ended September 30, 2024 and 2023.

Three Months Ended September 30, 2024

Compared to the Three Months Ended September 30, 2023

For the three months ended September 30, 2024,

we had total revenue of $3,083,922 compared to $9,694,440 of revenue for the three months ended September 30, 2023, a decrease of $6,610,518

and its subsidiaries for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31, 2025 Compared

to the Three Months Ended March 31, 2024

For the three months ended March 31, 2025, we

had total revenue of $2,321,536 compared to $3,496,182 of revenue for the three months ended March 31, 2024, a decrease of $1,174,646

We earned $2,058,277 in transaction and processing fees, $12,124 in merchant equipment rental and sales, $72,637 in other revenue

from monthly recurring subscriptions, $88,078 of revenue from the Cryptocurrency Mining segment and $366,779 of revenue from the sale

of digital products.

For the three months ended September 30, 2023, we earned $8,331,185 in transaction and processing fees, $21,160 in

merchant equipment rental and sales, $147,068 in other revenue from monthly recurring subscriptions, $95,667 of revenue from the Cryptocurrency

Mining segment and $1,099,360 of revenue from the sale of digital products.

The decrease in revenue was mainly a result of the loss of

the CBD portfolio.

Processing and servicing costs decreased by $3,842,149 or 59.6%, from $6,446,563 in the prior period to $2,604,414.

Amortization and depreciation expense for the

three months ended September 30, 2024, was $112,499 compared to $933,053 for the three months ended September 30, 2023, a decrease of

$820,554 or 87.9%.

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

in the current period is due to the write off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for

the asset during the three months ended September 30, 2024.

Depreciation expense for our Cryptocurrency Mining segment for the three months

ended September 30, 2024, was $656,017 compared to $877,521 for the three months ended September 30, 2023, a decrease of $221,504 or 25.2%.

We had a decrease of our amortization expense in the current period due to assets being fully amortized during the second quarter of 2024.

Salary and wage expense for the three months ended

September 30, 2024, was $604,784 compared to $687,456 for the three months ended September 30, 2023, a decrease of $82,672 or 12%.

decrease to our salary and wage expense is due to reduction in head count.

fees for the three months ended September 30, 2024, were $453,672 compared to $707,900 for the three months ended September 30, 2023,

from monthly recurring subscriptions, $85,482 of revenue from the Cryptocurrency Mining segment and $93,016 of revenue from the sale of

digital products.

For the three months ended March 31, 2024, we earned $2,288,209 in transaction and processing fees, $20,183 in merchant

equipment rental and sales, $108,868 in other revenue from monthly recurring subscriptions, $211,617 of revenue from the Bitcoin Mining

segment and $867,305 of revenue from the sale of digital products.

We had a decrease in revenue primarily due to a decrease in revenue

related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors

to replace others that have gone out of business.

For the three months ended March 31, 2025, we

had processing and servicing costs of $1,808,814 compared to $2,753,593 of processing and servicing costs for the three months ended March

31, 2024, a decrease of $944,779 or 34.3%.

Professional fees consist mainly of audit and legal fees.

The decrease was due to a $218,224 decrease

in legal fees.

and administrative expenses for the three months ended September 30, 2024, was $282,794 compared to $1,901,850 for the three months ended

September 30, 2023, a decrease of $1,619,056 or 85.13%.

The decrease was mainly due to $333,815 decrease in Bank Fees, a decrease of

$263,814 in Computer & Software Expenses, $179,938 decrease in Utility Expense, $308,326 decrease in Contracted Services & $97,363

decrease in Depreciation Expense.

For the three months ended September 30, 2024,

we had no other income or expense compared to total other expense of $24,947 for an unrealized loss on investment for the three months

ended September 30, 2023.

Our net loss for the three months ended September

30, 2024, was $1,630,258 compared to $1,884,850 for the three months ended September 30, 2023.

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

Amortization expense for the three months ended

March 31, 2025 was $3,972 compared to $190,961 for the three months ended March 31, 2024, a decrease of $186,989 or 97.9%.

We record amortization

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

The decrease in the current period is due to most

of the assets being fully amortized in 2024.

Depreciation expense for our Bitcoin Mining Segment

was $258,349 for the three months ended March 31, 2025 compared to $749,520 for the three months ended March 31, 2024, a decrease of $491,171

The decrease in the current period is due to assets being impaired in 2024.

Salary and wage expense for the three months ended

March 31, 2025, was $531,356 compared to $1,016,338 for the three months ended March 31, 2024, a decrease of $484,982 or 47.7%.

is due to a decrease in headcount and a $271,000 decrease for stock based compensation.

Professional fees for the three months ended March

31, 2025, were $77,573 compared to $648,443 for the three months ended March 31, 2024, a decrease of $570,870 or 88%.

Professional fees

consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease in legal fees as the Company’s legal

related activity was much less in the current period.

General and administrative expenses for the three

months ended March 31, 2025, was $490,151 compared to $1,024,892 for the three months ended March 31, 2024, a decrease of $534,741 or

The decrease was mainly due to an approximately $212,000 decrease in Bank Fees, a decrease of $43,000 in Computer & Software

Expenses, a $62,000 decrease in Utility Expense and a decrease of $76,000 in insurance expense.

For the three months ended March 31, 2025, we

had total other expense of $240,319 compared to total other income of $486,947 for the three months ended March 31, 2024.

In the current

period we incurred interest expense for a related party of $225,319 and other expense of $15,000.

In the prior period we had unrealized

gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $13,013 of interest expense.

Our net loss for the three months ended March

31, 2025, was $1,088,998 compared to $2,400,618 for the three months ended March 31, 2024.

This was a decrease in our net loss of $1,311,620

for the reasons discussed above.

Nine Months Ended September 30, 2024

Compared to the Nine Months Ended September 30, 2023

For the nine months ended September 30, 2024,

we had total revenue of $10,101,258 compared to $24,661,041 of revenue for the nine months ended September 30, 2023, a decrease of $14,559,783

For the nine months ended September 30, 2024, we earned $7,341,998 in transaction and processing fees, $64,243 in merchant equipment

rental and sales, $307,285 in other revenue from monthly recurring subscriptions, $341,972 of revenue from the Bitcoin Mining segment

and $2,045,760 of revenue from the sale of digital products.

During the nine months ended September 30, 2023, we earned $22,439,904 in

transaction and processing fees, $68,443 in merchant equipment rental and sales, $295,941 in other revenue from monthly recurring subscriptions,

$399,957 of other revenue from the Cryptocurrency Mining segment and $1,456,796 of revenue from the sale of digital products.

in revenue was a result of the loss of the CBD portfolio.

Processing and servicing costs decreased by $8,583,986 or 50.7%, from $16,914,672

in the prior period to $8,330,686.

Amortization expense for the nine months ended

September 30, 2024, was $421,307 compared to $2,732,715 for the nine months ended September 30, 2023 a decrease of $2,311,408 or 84.6%.

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

The decrease in the current period

is due to the write off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the

nine months ended September 30, 2024.

Depreciation expense for cryptocurrency mining equipment for the nine months ended September 30,

2024 was $2,249,208 compared to $2,476,954 for the nine months ended September 30, 2023, a decrease of $227,746 or 9.2%.

We had a decrease

of our amortization expense in the current period due to assets being fully amortized during the second quarter of 2024.

Salary and wage expense for the nine months ended

September 30, 2024, was $2,310,320 compared to $2,070,288 for the nine months ended September 30, 2023, an increase of $240,032 or 11.6%.

Salary and wage expenses have increased due to additional expense for Cuentas SDI, LLC employees.

Professional fees for the nine months ended September

30, 2024, were $1,666,970 compared to $1,297,026 for the nine months ended September 30, 2023, an increase of $369,944 or 28.5%.

fees consist mainly of audit and legal fees.

The increase was due to increased litigation-related legal expenses and auditor and legal

expenses relating to the preparation of a spin-off of DMINT during the 2024 period.

and administrative expenses for the nine months ended September 30, 2024, was $2,255,673 compared to $4,063,159 for the nine months ended

September 30, 2023, a decrease of $1,807,486 or 44.5%.

The decrease was mainly due to a $662,234 decrease in Bank Fees, a decrease of

$550,203 in Computer & Software Expenses and $510,041 decrease in Utility Expense.

For the nine months ended September 30, 2024,

we had total other income of $454,018 from a realized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942

of interest expense.

For the nine months ended September 30, 2023, we had total other expense of $196,025 from an unrealized loss on investment

of $31,437, a $279,242 loss on the sale of bitcoin offset by other income of $114,654.

Our net loss for the nine months ended September

30, 2024, was $6,678,888 compared to $5,089,798 for the nine months ended September 30, 2023.

This was an increase in our net loss of

$1,589,090 for the reasons discussed above.

Liquidity and Capital Resources

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Operating Activities

For the nine months ended September 30, 2024,

we used $1,588,547 of cash in operating activities, which included our net loss of $6,678,888 offset by $2,670,515 for amortization and

depreciation expense, $372,624 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes

in operating assets and liabilities of $2,547,162.

For the nine months ended September 30, 2023, we received $1,964,977 of cash from operating

activities, which included our net loss of $5,089,798 plus our operating lease expense, net of repayment of $8,444 offset by $5,209,669

for amortization and depreciation expense, $161,605 for stock-based compensation, $279,242 from the loss on sale of cryptocurrency and

net changes in operating assets and liabilities of $1,412,703.

Investing Activities

For the nine months ended September 30, 2024,

we received $548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in the LLC.

months ended September 30, 2023, we purchased property and equipment of $1,229,630 and used $850,000 for the purchase of an 80.01% interest

For the three months ended March 31, 2025, we

used $155,842 of cash in operating activities, which included our net loss of $1,088,998 offset by $262,073 for amortization and depreciation

expense and $423 for lease expense and net changes in operating assets and liabilities of $636,785.

For the three months ended March 31,

2024, we used $424,700 of cash in operating activities, which included our net loss of $2,400,618 offset by $940,481 for amortization

and depreciation expense, $304,874 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net

changes in operating assets and liabilities of $1,230,523.

Financing Activities

For the nine months ended September 30, 2024,

we received net cash of $1,117,936 in financing activities as a result of receiving $1,191,282 from our CEO, $44,323 from the sale of

common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $30,735.

repayments on our note payable of $155,244.

For the nine months ended September 30, 2023, we used net cash of $231,590 in financing activities

as a result of a cash overdraft obtained in an acquisition of $8,050 and payments on a note payable of $223,540.

For the three months ended March 31, 2025, we

received net cash of $157,746 in financing activities as a result of receiving $18,881 from our CEO and $187,913 from the sale of common

stock, and an increase in our cash overdraft of $28,671.

We made repayments on our note payable of $38,838 and to our CEO of $38,881.

For the three months ended March 31, 2024, we received net cash of $249,013 in financing activities as a result of receiving $182,150

from our CEO, $9,775 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in

our cash overdraft of $91,020.

We made repayments on our note payable of $40,772.

Liquidity and Capital Resources

At September 30, 2024, the Company had cash of

At March 31, 2025, the Company had cash of $29,340

and negative working capital of $9,277,512.

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in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

As of September 30, 2024, the ATM

Offering has resulted in net proceeds of $44,323.

During the nine months ended September 30, 2024,

Yakov made payments on behalf of the company in the amount of $1,191,282.

As of September 30, 2024, the Company owes Mr.

Yakov $1,203,960.

As of March 31, 2025, the ATM Offering

has resulted in proceeds of $1,278,836.

On August 12, 2024, the Company entered into an

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Yakov LLC over all of the assets of the Company.

During the three months ended March 31, 2025,

Yakov made payments on behalf of the Company in the amount of $18,881.

As of March 31, 2025, the amount due to Yakov LLC is $1,183,960

and $225,319 of principal and interest, respectively.

The Company has reviewed its cash flow activity

during 2023 and the first nine months ended September 30, 2024 and projected cash flow forecast for the remainder of 2024.

30, 2024, the Company had cash of approximately $41,000, accounts receivable of approximately $87,000, and other prepaids and receivables

of approximately $506,000.

The Company has performed an overall analysis of market trends to determine whether or not it has sufficient

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

Management believes

that its current available resources, along with funds to be received from the ATM Offering and the the Yakov LLC Loan creates sufficient

liquidity in order to sustain operations for at least the twelve months following the filing of this Quarterly Report.

during 2024 and the first three months ended March 31, 2025 and projected cash flow forecast for the remainder of 2025.

At March 31, 2025,

the Company had cash of approximately $29,000, accounts receivable of approximately $128,000, and other prepaids and receivables of approximately

The Company has performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue

as a going concern for a period of at least twelve months from the date of this Annual Report.

Management believes that its current available

resources will be sufficient to fund the Company’s planned expenditures over the next 12 months.

However, management recognizes

that it may be required to obtain additional resources to successfully execute its business plans.

No assurances can be given that management

will be successful in raising additional capital, if needed, or on acceptable terms.

Without raising additional capital, either via additional

advances made pursuant to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability

to continue as a going concern through March 31, 2026.

The accompanying unaudited consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

This basis of presentation contemplates the recovery of the Company’s

assets and the satisfaction of liabilities in the normal course of business.

Critical Accounting Policies

6 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis