What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-04-01 compared with 2025-04-15 · 173 added, 194 removed, 230 unchanged (61% of the section changed)

1 unchanged sentence

Unless the context indicates otherwise, as used

in this Annual Report, the terms “OLB,” “we,” “us,” “our,” “our company” and

“our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.

Certain statements, other than purely

historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating

in this Annual Report on Form 10-K, the terms “OLB,” “we,” “us,” “our,” “our company”

and “our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.

Certain statements, other than

purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating

results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking

20 unchanged sentences

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

OmniSoft operates a cloud-based business

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

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

The OmniSoft platform, which can be accessed by merchants through

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

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

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

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

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

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

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

We manage and

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

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

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

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

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

For more information regarding our OmniSoft platform, see

“Description of our OmniSoft Business.”

eVance provides competitive payment processing

solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their products at

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

eVance is an independent sales

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

transaction processing solutions to merchants throughout the United States.

eVance differentiates itself from other ISOs by focusing

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

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

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

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

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

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

markets (through CrowdPay).

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

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

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

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

and acquiring bank.

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

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

As a retail ISO,

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

OmniSoft operates a cloud-based business management

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

a “brick and mortar” location.

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

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

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

Merchants generally utilize the platform by

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

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

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

with third party logistics companies).

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

integrate our platform with their own domain name.

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

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

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

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

For more information regarding our OmniSoft

platform, see “Description of our OmniSoft Business.”

eVance provides competitive payment

processing solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their

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

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

provides financial and transaction processing solutions to merchants throughout the United States.

eVance differentiates itself

from other ISOs by focusing on both obtaining and maintaining new merchant contracts for its own account (including, but not limited

to, merchants that utilize the OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs

(for which we negotiate a shared fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs

differentiating products and software.

In particular, we (i) own our own payments gateway, (ii) have proprietary

omni-commerce software platform, (iii) have in-house underwriting and customer service, (iv) have in-house sub-ISO

management system which offers sub-ISOs and agents tools for online boarding, account management, residual reports among other

tools, and (v) offer a suite of products in the financial markets (through CrowdPay).

Leveraging our relationship with three of

the top five merchant processors in the United States (representing a majority of the merchant processing market) and with the

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

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

eVance operates as both a

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

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

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

As a retail ISO, eVance

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

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

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

Our Industry.”

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

Business — Our Industry.”

SecurePay is a payment gateway and virtual terminal

3 unchanged sentences

offer in order to provide for more secure environment for E-commerce and mobile payments in-store and online).

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

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

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

The LLC will enable

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

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

wallet into its electronic portal.

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

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

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

On May 20, 2024,

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

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

As a result, effective

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

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

The Agreement contains

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

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

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

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

with the Company;

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

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

business relationship with the Company

On June 15, 2023, the Company entered into a

Membership Interest Purchase Agreement with SDI Black 001, LLC (“Seller”) whereby the Company acquired from Seller

80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a Cuentas SDI, LLC) (the

On May 20, 2024, the Company entered into a second Membership Interest Purchase Agreement with the minority

member of the LLC (the “Agreement”) whereby it acquired the remaining 19.99% of the membership interests of the LLC for

a purchase price of $215,500.

As a result, effective May 20, 2024, the Company owns 100% of the LLC.

On August 14, 2024, the LLC

changed its name to Moola Cloud, LLC.

The Agreement contains a restrictive covenant whereby for a period of three (3) years from the

closing, none of Seller, including 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;

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.

The LLC enables the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit

and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to

their customers’ Mobile App and digital wallet into its electronic portal.

The Company markets to the LLC’s merchant network,

which currently has approximately 31,600 locations in the United States.

The Company provides 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.

CrowdPay.us™ operates a white label capital

15 unchanged sentences

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 stockholders of Crowd Ignition, Inc.

(“Crowd Ignition”) whereby the Company purchased

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

Issued Shares”).

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

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

Crowd Ignition of $5.3 million.

The share exchange transaction closed on January 3, 2022.

Prior to the closing of the share exchange transaction,

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

Crowd Ignition is a web-based crowdfunding software

2 unchanged sentences

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

Regulation D 506(b) and 506(c), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit

from $1.07 million to $5.0 million.

10 unchanged sentences

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

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

On July 23, 2021, we formed our wholly owned

subsidiary, DMINT, Inc.

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

DMINT initiated the first phase of its Bitcoin mining operation

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

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

DMint has a data center located

in Selmer, Tennessee.

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

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

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

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

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

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

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

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

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

DMINT initiated the first phase of its

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

mine Bitcoin in Bradford, Pennsylvania.

As of December 31, 2025, DMINT has 1,000 computers and had 400 computers online and mining

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

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 2026 following a spin-off of DMINT into a standalone entity which is currently

As stated above, we are currently in the process

8 unchanged sentences

Synergies between the subsidiaries

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

the business segments operated by our subsidiaries.

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

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

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

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

with Merchant Acquiring Banks and PCI Compliance.

The success of our business model is dependent

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

We have created and developed products that we believe form

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

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

from the cloud software.

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

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

We believe that our wholly-owned subsidiaries

7 unchanged sentences

The platform is used by merchant services to allow mobile and online processing to merchants.

The Omni commerce platform will be offered to

all of the merchant services clients.

The offered Merchant Services products we provide will enable all processing needs for the OmniCommerce

The gateway will allow merchants that are using the platform to accept online eCommerce transactions.

The Omni commerce platform is offered to all of

the merchant services clients.

The offered Merchant Services products we provide enable all processing needs for the OmniCommerce system.

The gateway will allow merchants that are using the platform to accept online E-Commerce transactions.

Competitive Advantages

We believe that our platform of services will

provide the following key advantages.

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

than 2 weeks.

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

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

● Flexibility —

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

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

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

debited for payment.

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

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

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

We believe that our platform of services provides

the following key advantages.

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

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

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

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

We can assist existing “brick and mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and infrastructure to sell their products.

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

Risks Associated with our Business

3 unchanged sentences

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

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

business and financial condition;

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

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

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

from making unauthorized use of our technology;

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

new and existing merchants;

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

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

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

are substantially dependent on our eVance business for revenue.

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

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

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

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

properties included in our mining network may experience damages;

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

our business, prospects or operations;

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

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

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

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

● Acquisitions

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

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

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

on Form 10-K:

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

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

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

While we believe that we have sufficient capital to continue operations

for a period of at least twelve months from the date of this Annual Report on Form 10-K, if there are unanticipated expenses, insufficient

cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not

be available on reasonable terms;

We are substantially dependent on our eVance business for revenue.

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

Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services;

The properties included in our mining network may experience damages;

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

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities;

It may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.

Acquisitions create certain risks and may adversely affect our business,

financial condition, results of operations and cash flows;

If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected.

Various aspects of our service areas are subject

46 unchanged sentences

Privacy and information security regulations

We provide services that may be subject to various

state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999 (the

“Gramm-Leach-Bliley Act”).

These laws and their implementing regulations restrict certain collection, processing, storage,

use, and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain

rights to prevent use and disclosure of protected information.

These laws also impose requirements for the safeguarding and proper destruction

of personal information through the issuance of data security standards or guidelines.

Certain federal, state and foreign laws and regulations

impose similar privacy obligations and, in certain circumstances, obligations to notify affected individuals, state officers or other

governmental authorities, the media, and consumer reporting agencies, as well as businesses and governmental agencies, of security breaches

affecting personal information.

In addition, there are state and foreign laws restricting the ability to collect and utilize certain types

of information such as Social Security and driver’s license numbers.

We provide services that may be subject

to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act

of 1999 (the “Gramm-Leach-Bliley Act”).

These laws and their implementing regulations restrict certain collection, processing,

storage, use, and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with

certain rights to prevent use and disclosure of protected information.

These laws also impose requirements for the safeguarding and proper

destruction of personal information through the issuance of data security standards or guidelines.

Certain federal, state and foreign

laws and regulations impose similar privacy obligations and, in certain circumstances, obligations to notify affected individuals, state

officers or other governmental authorities, the media, and consumer reporting agencies, as well as businesses and governmental agencies,

of security breaches affecting personal information.

In addition, there are state and foreign laws restricting the ability to collect

and utilize certain types of information such as Social Security and driver’s license numbers.

Unfair trade practice regulations

35 unchanged sentences

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

Regulation D under the Securities Act is the most common regulatory

exemption used small businesses to raise capital through equity financing.

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

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

Companies relying on the Rule 506 exemptions can

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

Regulation A and Regulation A+ are

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

Regulation D under the Securities Act is the most

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

It exempts private placement offerings under

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

Companies relying on the Rule 506

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

Regulation A and Regulation A+

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

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

10 unchanged sentences

into non-disclosure and confidentiality agreements with both our employees and third parties.

As of the date of this report, we have a

patent pending on transferable QR codes on Omni Commerce devices.

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

staff of 15 full-time employees.

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

primarily located in Georgia.

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

requirements and scope of projects.

As of the date of this Annual Report on

Form 10-K, we have a patent pending on transferable QR codes on Omni Commerce devices.

As of December 31, 2025, we had 5 key employees

as part of our overall staff of 13 full-time employees.

Our risk, compliance, underwriting, accounting and customer service functions

are primarily located in Georgia.

In addition, we have operations in India where we retain 25 developers at any given time depending on

our requirements and scope of projects.

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

28 unchanged sentences

unchanged at 50,000,000 shares.

Throughout this Form 10-K, each reference to a number of our issued

and outstanding common stock gives effect to the Reverse Stock Split, unless otherwise indicated.

Our Company’s headquarters is located at

10 unchanged sentences

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

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

transition period for complying with new or revised accounting standards.

This provision allows an emerging growth company to delay the

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

We have elected to avail ourselves

of this extended transition period.

In addition, an emerging growth company can take

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

This provision allows an emerging growth

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

We have elected

to avail ourselves of this extended transition period.

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

(i) our reporting $1.07

billion or more in annual gross revenues;

reporting $1.07 billion or more in annual gross revenues;

(ii) the end of fiscal year 2025;

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

billion in non-convertible debt;

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

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

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

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

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

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business