What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-19 · 216 added, 212 removed, 147 unchanged (74% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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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.

“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

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, 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.

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, 2024 filed with the Securities and Exchange Commission.

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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referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be

read in conjunction with our unaudited financial statements, included herewith.

The following discussion and analysis should

be read in conjunction with our unaudited financial statements, included herewith.

This discussion should not be construed to imply that

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financial and transaction processing services.

We also have products that provide support for crowdfunding and other capital-raising initiatives.

We also have products that provide support for crowdfunding and other capital-raising

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

Our business functions

primarily through three wholly-owned subsidiaries, eVance, 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

functions 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 to do so.

We have integrated all the applications for OmniSoft

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a wholly owned subsidiary (“OLBit”).

The purpose of OLBit is to hold the Company’s assets and operate its business related

to its emerging money transmission and transactional business.

The purpose of OLBit is to hold the Company’s assets and operate its business

related to its emerging money transmission and transactional business.

OLBit was previously in the process of applying for money transmission

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and had 400 computers online and mining for Bitcoin.

At June 30, 2025, DMINT had mined 59.34 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.

At September 30, 2025, DMINT had mined

60.01 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.

(“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.

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

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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

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.

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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 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.

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 purchased

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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.

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

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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”).

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

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

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

On May 20, 2024, the Company entered into a 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

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

purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone

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

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 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.

On April 26, 2024, the Company filed with the

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

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

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

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

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

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

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

As a result of the Reverse Stock Split, every

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of The OLB Group, Inc.

and its subsidiaries for the three months ended June 30, 2025 and 2024.

Three Months Ended June 30, 2025 Compared

to the Three Months Ended June 30, 2024

For the three months ended June 30, 2025, we had total revenue of $2,267,191

compared to $3,521,154 of revenue for the three months ended June 30, 2024, a decrease of $1,253,963 or 35.6%.

We earned $2,096,342 in

transaction and processing fees, $4,563 in merchant equipment rental and sales, $70,359 in other revenue from monthly recurring subscriptions,

$60,190 of revenue from the Cryptocurrency Mining segment and $35,737 of revenue from the sale of digital products.

For the three months

ended June 30, 2024, we earned $2,484,193 in transaction and processing fees, $27,940 in merchant equipment rental and sales, $145,026

in other revenue from monthly recurring subscriptions, $52,319 of revenue from the Bitcoin Mining segment and $811,676 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

For the three months ended June 30, 2025, we had

processing and servicing costs of $1,964,314 compared to $2,972,679 of processing and servicing costs for the three months ended June

30, 2024, a decrease of $1,008,365 or 33.9%.

and its subsidiaries for the three months ended September 30, 2025 and 2024.

Three Months Ended September 30, 2025

Compared to the Three Months Ended September 30, 2024

For the three months ended September 30, 2025,

we had total revenue of $2,313,194 compared to $3,083,922 of revenue for the three months ended September 30, 2024, a decrease of $770,728

We earned $2,106,362 in transaction and processing fees, $4,551 in merchant equipment rental and sales, $72,197 in other revenue

from monthly recurring subscriptions, $78,814 of revenue from the Cryptocurrency Mining segment and $51,270 of revenue from the sale

of digital products.

For the three months ended September 30, 2024, we earned $2,569,596 in transaction and processing fees, $16,120

in merchant equipment rental and sales, $43,349 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.

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 September 30, 2025,

we had processing and servicing costs of $2,090,937 compared to $2,604,414 of processing and servicing costs for the three months ended

September 30, 2024, a decrease of $513,477 or 19.7%.

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

Amortization expense for the three months ended

June 30, 2025 was $0 compared to $117,847 for the three months ended June 30, 2024, a decrease of $117,847.

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 and the remainder in Q1 2025.

September 30, 2025 was $0 compared to $112,499 for the three months ended September 30, 2024, a decrease of $112,499.

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 and the remainder in Q1 2025.

Depreciation expense for our Bitcoin Mining Segment

was $120,967 for the three months ended June 30, 2025 compared to $843,671, for the three months ended June 30, 2024, a decrease of $722,704

was $120,694 for the three months ended September 30, 2025 compared to $656,017, for the three months ended September 30, 2024, a decrease

of $535,323 or 81.6%.

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

Salary and wage expense for the three months ended

June 30, 2025, was $1,052,614 compared to $689,198 for the three months ended June 30, 2024, an increase of $363,416 or 52.7%.

is due to the issuance of common stock for $450,000 of non-cash bonus expense.

Professional fees for the three months ended June

30, 2025, were $334,566 compared to $564,855 for the three months ended June 30, 2024, a decrease of $230,289 or 40.8%.

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 June

30, 2025, was $491,476 compared to $947,987 for the three months ended June 30, 2024, a decrease of $456,511 or 48.2%.

The decrease was

mainly due to an approximately $96,000 decrease in bank fees, a decrease of $143,000 of contracted services, and a $137,000 decrease in

Utility Expense.

For the three months ended June 30, 2025, we had

total other expenses of $427,568 compared to $32,929 for the three months ended June 30, 2024.

In the current period we incurred interest

expense for related parties of $169,805 and other expense of $30,000.

We also recognized a loss on the extinguishment of debt of $52,000

and a loss on conversion of accrued salaries and loans payable of $175,763.

In the prior period we had $32,929 of interest expense.

Our net loss for the three months ended June 30,

2025, was $2,124,314 compared to $2,648,012 for the three months ended June 30, 2024.

Salary and wage expense for the three months

ended September 30, 2025, was $502,504 compared to $604,784 for the three months ended September 30, 2024, a decrease of $102,280 or

The decrease is due to a decrease in headcount.

Professional fees for the three months ended September

30, 2025, were $141,990 compared to $453,672 for the three months ended September 30, 2024, a decrease of $311,682 or 68.7%.

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 September

30, 2025, was $591,858 compared to $282,794 for the three months ended September 30, 2024, an increase of $309,064 or 109.3%.

was mainly due to an increase of approximately $198,500 in utility expense, $47,800 of computer expenses, $29,400 of equipment expense,

$13,700 of rent expense, $7,200 of travel expense and $9,600 of supplies expense.

For the three months ended September 30, 2025,

we had total other expenses of $40,231 compared to $0 for the three months ended September 30, 2024.

In the current period we incurred

interest expense for related parties of $231 and other expense of $40,000.

Our net loss for the three months ended September

30, 2025, was $1,175,020 compared to $1,630,258 for the three months ended September 30, 2024.

This was a decrease in our net loss of

$455,238 for the reasons discussed above.

Six Months Ended June 30, 2025 Compared

to the Six Months Ended June 30, 2024

For the six months ended June 30, 2025, we had total revenue of $4,588,727

compared to $7,017,336 of revenue for the six months ended June 30, 2024, a decrease of $2,428,609 or 34.6%.

We earned $4,154,619

in transaction and processing fees, $16,687 in merchant equipment rental and sales, $142,996 in other revenue from monthly recurring subscriptions,

$145,672 of revenue from the Cryptocurrency Mining segment and $128,753 of revenue from the sale of digital products.

months ended June 30, 2024, we earned $4,772,402 in transaction and processing fees, $48,123 in merchant equipment rental and sales, $253,894

in other revenue from monthly recurring subscriptions, $263,936 of revenue from the Bitcoin Mining segment and $1,678,981 of revenue from

Nine Months Ended September 30, 2025

Compared to the Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025,

we had total revenue of $6,901,921 compared to $10,101,258 of revenue for the nine months ended September 30, 2024, a decrease of $3,199,334

We earned $6,260,981 in transaction and processing fees, $21,238 in merchant equipment rental and sales, $215,193 in other

revenue from monthly recurring subscriptions, $224,486 of revenue from the Cryptocurrency Mining segment and $180,023 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

For the six months ended June 30, 2025, we had

processing and servicing costs of $3,773,128 compared to $5,726,272 of processing and servicing costs for the six months ended June 30,

2024, a decrease of $1,953,144 or 34.1%.

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.

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 nine months ended September 30, 2025,

we had processing and servicing costs of $5,864,065 compared to $8,330,686 of processing and servicing costs for the nine months ended

September 30, 2024, a decrease of $2,466,621 or 29.6%.

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

Amortization expense for the six months ended

June 30, 2025 was $3,972 compared to $308,808 for the six months ended June 30, 2024, a decrease of $304,836 or 98.7%.

Amortization expense for the nine months ended

September 30, 2025 was $0 compared to $421,307 for the nine months ended September 30, 2024, a decrease of $421,307%.

We record amortization

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Depreciation expense for our Bitcoin Mining Segment

was $379,316 for the six months ended June 30, 2025 compared to $1,593,191, for the six months ended June 30, 2024, a decrease of $1,213,875

was $503,982 for the nine months ended September 30, 2025 compared to $2,249,208, for the nine months ended September 30, 2024, a decrease

of $1,745,226 or 77.6%.

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

Salary and wage expense for the six months ended

June 30, 2025, was $1,583,970 compared to $1,705,536 for the six months ended June 30, 2024, a decrease of $121,566 or 7.1%.

In the current

period we issued shares of common stock for $450,000 of non-cash bonus expense, which was offset by a decrease in headcount and a $271,000

decrease for stock based compensation.

Professional fees for the six months ended June

30, 2025, were $412,139 compared $1,213,298 for the six months ended June 30, 2024, a decrease of $801,159 or 66%.

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 six months ended June 30,

2025, was $981,627 compared to $1,972,879 for the six months ended June 30, 2024, a decrease of $991,252 or 50.2%.

The decrease was mainly

due to an approximately $308,000 decrease in Bank Fees, a decrease of $65,500 in Computer & Software Expenses, a $199,000 decrease

in Utility Expense and a decrease of $227,000 in insurance expense.

For the six months ended June 30, 2025, we had

total other expenses of $667,887 compared to total other income of $454,018 for the six months ended June 30, 2024.

In the current period

we incurred interest expense for related parties of $395,124 and other expense of $45,000.

We also recognized a loss on the extinguishment

of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763.

For the six months ended June 30, 2024,

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

of interest expense.

Our net loss for the six months ended June 30,

2025, was $3,213,312 compared to $5,048,630 for the six months ended June 30, 2024.

Salary and wage expense for the nine months ended

September 30, 2025, was $2,086,474 compared to $2,310,320 for the nine months ended September 30, 2024, a decrease of $223,846 or 9.7%.

In the current period we issued shares of common stock for $450,000 of non-cash bonus expense, which was offset by a decrease in headcount

and a $271,000 decrease for stock-based compensation.

Professional fees for the nine months ended September

30, 2025, were $554,129 compared $1,666,970 for the nine months ended September 30, 2024, a decrease of $1,112,841 or 66.8%.

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 nine

months ended September 30, 2025, was $1,573,485 compared to $2,255,673 for the nine months ended September 30, 2024, a decrease of $682,188

The decrease was mainly due to an approximately $327,000 decrease in Bank Fees and a decrease of $225,000 in insurance expense.

For the nine months ended September 30, 2025,

we had total other expenses of $708,118 compared to total other income of $454,018 for the nine months ended September 30, 2024.

current period we incurred interest expense for related parties of $395,355 and other expense of $85,000.

We also recognized a loss on

the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763.

For the nine months

ended September 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on

the sale of bitcoin, and $45,942 of interest expense.

Our net loss for the nine months ended September

30, 2025, was $4,388,332 compared to $6,678,888 for the nine months ended September 30, 2024.

This was a decrease in our net loss of

$2,290,556 for the reasons discussed above.

In addition, we recognized a $775,000 deemed dividend for preferred

stock and a $30,630 for preferred dividends for a net loss applicable to common shareholders of $5,193,962.

Liquidity and Capital Resources

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Operating Activities

For the six months ended June 30, 2025, we used $1,175,615 of cash

in operating activities, which included our net loss of $3,213,312 offset by $867,196 of non-cash reconciling items and net changes in

operating assets and liabilities of $1,170,501.

For the six months ended June 30, 2024, we used

$1,210,224 of cash in operating activities, which included our net loss of $5,048,630 offset by $1,901,999 for amortization and depreciation

expense, $338,750 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 $2,097,617.

the nine months ended September 30, 2025, we used $1,291,120 of cash in operating activities, which included our net loss of $4,388,332

offset by $1,045,881 of non-cash reconciling items and net changes

in operating assets and liabilities of $2,051,331.

For the nine months ended September 30, 2024,

we used $1,586,886 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.

Investing Activities

For the nine months ended September 30, 2025,

we had no 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.

Financing Activities

the six months ended June 30, 2025, we received net cash of $1,150,841 from financing activities as a result of receiving $346,073 from

our CEO and $887,786 from the sale of common stock, and a decrease in our cash overdraft of $5,299.

We made repayments on our note payable

of $38,838 and to our CEO of $38,881.

For the six months ended June

30, 2024, we received net cash of $751,590 in financing activities as a result of receiving $834,782 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 $30,559.

made repayments on our note payable of $130,406.

For the nine months ended September 30, 2025, we received net cash

of $1,267,224 from financing activities as a result of receiving $461,888 from our CEO and $887,786 from the sale of common stock, and

a decrease in our cash overdraft of $4,731.

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

nine months ended September 30, 2024, we received net cash of $1,116,275 in financing activities as a result of receiving $1,191,282 from

our CEO, $42,662 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.

We made repayments on our note payable of $155,244.

Liquidity and Capital Resources

At June 30, 2025, the Company had cash of $2,662

At September 30, 2025, the Company had cash of

$3,540 and negative working capital of $6,036,698.

On February 16, 2024, the Company entered into

an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity

Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an

aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent

(the “ATM Offering”).

The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales

of Shares pursuant to the Agreement.

In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred

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

As of June 30, 2025, the ATM Offering

has resulted in proceeds of $2,009,723.

an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market

equity program.

Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time

having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as

sales agent (the “ATM Offering”).

The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price

from the sales of Shares pursuant to the Agreement.

In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket

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

As of September

30, 2025, the ATM Offering has resulted in proceeds of $2,009,723.

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,

Yakov whereby the Yakov Holdings, LLC committed to loan to the Company

up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”).

The Yakov Holdings, 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%)

The interest rate of the Yakov Holdings, 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.

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

the benefit of Yakov Holdings, LLC over all of the assets of the Company.

During the six months ended June 30, 2025, all

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Yakov were converted into shares of common stock.

The Company has reviewed its cash flow activity during 2024 and the

first six months ended June 30, 2025 and projected cash flow forecast for the remainder of 2025.

At June 30, 2025, the Company had cash

of approximately $2,600, accounts receivable of approximately $81,000, and other assets and receivables of approximately $792,000.

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 June 30, 2026.

The accompanying unaudited condensed 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.

During the three months ended September 30, 2025.

the Company an additional $115,815.

The Company has reviewed its cash flow activity

during 2024 and the first nine months ended September 30, 2025 and projected cash flow forecast for the remainder of 2025.

30, 2025, the Company had cash of approximately $3,500, accounts receivable of approximately $47,000, and other assets and receivables

of approximately $840,000.

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

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 November 30, 2026.

The accompanying unaudited condensed

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

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What changed 10-Q

Item 2. Management’s Discussion and Analysis