OLB GROUP, INC. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		13-4188568
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1120 Avenue of the Americas, Fourth Floor, New York, NY		10036
(Address of principal executive offices)		(Zip Code)

(212) 278-0900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		OLB		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2023, there were 15,344,077 shares of the issuer’s common stock issued and 15,217,905 shares of the issuer’s common stock outstanding.

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2023

INDEX

PART I	Financial Information	1
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27

PART II	Other Information	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
Signatures		29

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022		2

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)		3

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023, and 2022 (unaudited)		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)		5

Notes to the Condensed Consolidated Financial Statements (unaudited)		6

The OLB Group, Inc. and Subsidiaries

Consolidated Balance Sheets

	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets:
Cash	$	87,783		$	434,026
Accounts receivable, net		2,311,698			1,083,169
Prepaid expenses		833,817			582,125
Other current assets		350,797			1,288,951
Total Current Assets		3,584,095			3,388,271

Other Assets:
Property and equipment, net		6,186,003			7,325,212
Intangible assets, net		17,610,762			20,310,255
Goodwill		8,139,889			6,858,216
Operating lease right-of-use assets		22,062			268,948
Other long-term assets		400,917			502,917
Total Other Assets		32,359,633			35,265,548

TOTAL ASSETS	$	35,943,728		$	38,653,819

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	2,532,769		$	513,266
Customer deposits		17,710			—
Accrued expenses		660,467			378,206
Preferred dividend payable (related parties)		387,295			294,384
Merchant portfolio purchase installment obligation		2,000,000			2,000,000
Operating lease liability – current portion		17,427			134,318
Note payable – current portion		298,053			298,053
Total Current Liabilities		5,913,721			3,618,227
Long Term Liabilities:
Notes payable, net of current portion		35,836			259,376
Operating lease liability – net of current portion		—			138,439
Total Liabilities		5,949,557			4,016,042

Commitments and contingencies (Note 10)

Stockholders’ Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
Series A Preferred stock, $0.01 par value, 10,000 shares authorized, 1,021 and 4,633 shares issued and outstanding at December 31, 2022 and 2021, respectively		10			10
Common stock, $0.0001 par value, 50,000,000 shares authorized, 15,344,077 and 15,207,714 shares issued, 15,217,905 and 15,081,542 shares outstanding at September 30, 2023 and December 31, 2022, respectively		1,521			1,508
Treasury stock, 126,172 shares issued at September 30, 2023 and December 31, 2022		(109,988	)		(109,988	)
Additional paid-in capital		68,374,159			68,140,480
Accumulated deficit		(38,402,644	)		(33,394,233	)
Total stockholders’ equity of The OLB Group and Subsidiaries		29,863,058			34,637,777
Noncontrolling interest		131,113			—
Total Stockholders’ Equity		29,994,171			34,637,777
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	35,943,728		$	38,653,819

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Operations

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue:
Transaction and processing fees	$	8,331,185		$	5,982,177		$	22,439,904		$	22,209,575
Merchant equipment rental and sales		21,160			8,417			68,443			43,759
Revenue, net - cryptocurrency mining		95,667			161,249			399,957			633,555
Other revenue from monthly recurring subscriptions		147,068			94,708			295,941			518,556
Digital product revenue		1,099,360			—			1,456,796			—
Total revenue		9,694,440			6,246,551			24,661,041			23,405,445

Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization		6,446,563			4,679,192			16,914,672			17,609,470
Amortization and depreciation expense		933,053			892,788			2,732,715			2,794,731
Depreciation expense – cryptocurrency mining		877,521			799,716			2,476,954			2,393,966
Salaries and wages		687,456			649,012			2,070,288			1,805,785
Professional fees		707,900			174,472			1,297,026			793,626
General and administrative expenses		1,901,850			753,944			4,063,159			2,997,169
Total operating expenses		11,554,343			7,949,124			29,554,814			28,394,747

Loss from operations		(1,859,903	)		(1,702,573	)		(4,893,773	)		(4,989,302	)

Other income (expense):
Realized gain (loss) on sale of cryptocurrency		—			—			(279,242	)		—
Unrealized loss on investment		(24,947	)		—			(31,437	)		—
Other income (expense)		—			(9,989	)		114,654			383,190
Total other income (expense)		(24,947	)		(9,989	)		(196,025	)		383,190

Net loss before income taxes		(1,884,850	)		(1,712,562	)		(5,089,798	)		(4,606,112	)

Income tax expense		—			—			—			—

Net loss		(1,884,850	)		(1,712,562	)		(5,089,798	)		(4,606,112	)
Net loss attributed to noncontrolling interest		83,112			—			81,387			—
Net loss attributed to The OLB Group and Subsidiaries		(1,801,738	)		(1,712,562	)		(5,008,411	)		(4,606,112	)

Preferred dividends (related parties)		(31,311	)		(142,079	)		(92,911	)		(421,603	)

Net Loss Applicable to Common Shareholders	$	(1,833,049	)	$	(1,854,641	)	$	(5,101,322	)	$	(5,027,715	)

Net loss per common share, basic and diluted	$	(0.12	)	$	(0.13	)	$	(0.34	)	$	(0.34	)

Weighted average shares outstanding, basic and diluted		15,148,208			14,702,804			15,148,208			14,639,523

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months ended September 30, 2023 and 2022

	Preferred Stock				Common Stock				Additional Paid			Treasury			Accumulated			Non-Controlling
	Shares		Amount		Shares		Amount		In Capital			Stock			Deficit			Interest			Total
Balance at December 31, 2022		1,021	$	10		15,081,542	$	1,508	$	68,140,480		$	(109,988	)	$	(33,394,233	)	$	—		$	34,637,777
Common stock issued for director services		—		—		136,363		13		164,985			—			—			—			164,998
Preferred stock dividends		—		—		—		—		(30,630	)		—			—			—			(30,630	)
Stock based compensation										132,788									—			132,788
Net loss		—		—		—		—		—			—			(2,615,405	)		—			(2,615,405	)
Balance at March 31, 2023		1,021		10		15,217,905		1,521		68,407,623			(109,988	)		(36,009,638	)		—			32,289,528
Preferred stock dividends		—		—		—		—		(30,970	)		—			—			—			(30,970	)
Recognition of noncontrolling interest in acquisition		—		—		—		—		—			—			—			212,500			212,500
Net income (loss)		—		—		—		—		—			—			(591,268	)		1,725			(589,543	)
Balance at June 30, 2023		1,021		10		15,217,905		1,521		68,376,653			(109,988	)		(36,600,906	)		214,225			31,881,515
Preferred stock dividends		—		—		—		—		(31,311	)		—			—			—			(31,311	)
Stock based compensation		—		—		—		—		28,817			—						—			28,817
Net loss		—		—		—		—		—			—			(1,801,738	)		(83,112	)		(1,884,850	)
Balance at September 30, 2023		1,021	$	10		15,217,905	$	1,521	$	68,374,159		$	(109,988	)	$	(38,402,644	)	$	131,113		$	29,994,171

	Preferred Stock				Common Stock				Additional Paid			Accumulated
	Shares		Amount		Shares		Amount		In Capital			Deficit			Total
Balance at December 31, 2021		4,633	$	46		11,984,396	$	1,197	$	67,810,922		$	(25,606,964	)	$	42,205,201
Stock based compensation		—		—		—		—		70,833			—			70,833
Common stock issued for common control acquisitions		—		—		1,318,408		132		(132	)		—			—
Common stock issued for exercise of warrants		—		—		1,400,000		140		(140	)		—			—
Preferred stock dividends (Revised)		—		—		—		—		(138,990	)		—			(138,990	)
Net loss		—		—		—		—		—			(1,455,596	)		(1,455,596	)
Balance at March 31, 2022 (Revised)		4,633		46		14,702,804		1,469		67,742,493			(27,062,560	)		40,681,448
Stock based compensation		—		—		—		—		71,693			—			71,693
Preferred stock dividends (Revised)		—		—		—		—		(138,990	)		—			(138,990	)
Net loss		—		—		—		—		—			(1,437,954	)		(1,437,954	)
Balance at June 30, 2022 (Revised)		4,633		46		14,702,804		1,469		67,675,196			(28,500,514	)		39,176,197
Stock based compensation		—		—		—		—		70,693			—			70,693
Preferred stock dividends (Revised)		—		—		—		—		(142,079	)		—			(142,079	)
Net loss		—		—		—		—		—			(1,712,562	)		(1,712,562	)
Balance at September 30, 2022 (Revised)		4,633	$	46		14,702,804	$	1,469	$	67,603,810		$	(30,213,076	)	$	37,392,249

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	For the Nine Months Ended September 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,089,798	)	$	(4,606,112	)
Adjustments to reconcile net loss to net cash provided by and used in operations:
Depreciation and amortization		5,209,669			5,204,443
Stock based compensation		161,605			213,219
Operating lease expense, net of repayment		(8,444	)		—
Loss on sale of cryptocurrency		279,242			—
Changes in assets and liabilities:
Accounts receivable		(1,228,529	)		25,969
Prepaid expenses and other current assets		407,220			(1,349,516	)
Other long-term assets		102,000			(25,032	)
Accounts payable		1,735,877			(143,193	)
Customer deposits		(28,096	)		—
Other accrued liabilities		424,231			(348,288	)
Net cash provided by (used in) operating activities		1,964,977			(1,028,510	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(1,229,630	)		(777,140	)
Purchase of 80.01% interest in Cuentas SDI, LLC		(850,000	)		—
Net cash used in investing activities		(2,079,630	)		(777,140	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft acquired in acquisition		(8,050	)		—
Proceeds from note payable		—			875,000
Payments on note payable		(223,540	)		(243,058	)
Net cash (used in) provided by financing activities		(231,590	)		631,942

Net change in cash		(346,243	)		(1,173,708	)
Cash – beginning of period		434,026			3,470,339
Cash – end of period	$	87,783		$	2,296,631

Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—

Non-cash investing and financing transactions:
Common stock issued for accrued liabilities	$	164,998		$	—
Preferred stock dividends	$	92,911		$	420,059
Cancellation of operating leases	$	174,090		$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements

September 30, 2023

NOTE 1 – BACKGROUND

Background

The OLB Group, Inc. (“OLB” the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business segments. The Company generates its revenue through two business segments its Fintech Services and Cryptocurrency Mining Business segments.

Fintech Services:

The Company provides integrated financial and transaction processing services (“Fintech Services”) to businesses throughout the United States. Through its eVance, Inc. subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions primarily to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates as an independent sales organization (“ISO”) generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service and risk. The Company’s Securus365, Inc. (“Securus365”) subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. The Company’s eVance Capital, Inc subsidiary provides lending services to merchants processing with eVance, Inc.

CrowdPay.us, Inc. (“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $1,000,000 -$50,000,000 of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date, the activities of this subsidiary have been nominal.

OmniSoft, Inc. (“OmniSoft”) operates a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allow customers to sell a store’s products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared to the overall business.

On May 14, 2021, the Company formed OLBit, Inc., a wholly-owned subsidiary (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging lending and transactional business leveraging the Company’s Cryptocurrency Business and Fintech Services business.

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 Cuentas SDI, LLC, a Florida limited liability company (the “LLC”). The LLC’s owns the platform of Black011.com and the network serving over 31,000 convenience stores (“Bodegas”) in and around New York and New Jersey (refer to Note 7).

The Company also provides ecommerce development and consulting services on a project-by-project basis.

Cryptocurrency Mining Business:

On July 23, 2021, the Company formed DMINT, Inc., a wholly-owned subsidiary (“DMINT”). The purpose of DMINT is to operate its business related to Bitcoin mining (“Cryptocurrency Business”).

On June 24, 2022 the Company formed DMINT Real Estate Holdings, Inc., a wholly-owned subsidiary of DMINT. The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate related to DMINT.

On November 22, 2022, Mr. Ronny Yakov purchased the CAI Options, in a privately negotiated transaction, for $700,000 using his personal funds.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes and stock-based compensation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., DMINT Real Estate Holdings. The Company owns 80.01% of Cuentas SDI, LLC, which has been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 19.99% interest that they do not own.

All significant intercompany transactions and balances have been eliminated.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

Revision for Correction of Immaterial Error

Subsequent to the initial issuance of the Company’s March 31, 2022 financial statements, management discovered it did not record the accrual for dividends on its Series A Preferred Stock. The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12% per annum.

In accordance with Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related impact did not materially misstate previously issued consolidated financial statements. Although the Company concluded that the misstatement was not material to its previously issued consolidated financial statements, the Company has determined it is appropriate to adjust its previously issued consolidated financial statements to correct for the error in the context of comparative financial statements. The following are the relevant line items from the Company’s consolidated financial statements which illustrate the effect of the corrections to the periods presented:

	Impact of correction of error - quarter									Impact of correction of error - year to date
	As Previously									As Previously
Quarter ended September 30, 2022	Reported			Adjustments			As Revised			Reported			Adjustments			As Revised
Net Loss	$	(1,712,562	)	$	—		$	(1,712,562	)	$	(4,606,112	)		—		$	(4,606,112	)
Preferred stock dividends		—			(138,990	)		(138,990	)		—		$	(416,940	)		(416,940	)
Net loss allocable to common shareholders	$	(1,712,562	)	$	(138,990	)	$	(1,851,522	)	$	(4,606,112	)	$	(416,940	)	$	(5,02,082	)
Loss per share	$	(0.12	)				$	(0.13	)	$	(0.31	)				$	(0.34	)
Weighted average common shares outstanding		14,702,804						14,702,804			14,607,209						14,607,209

Statement of Cash Flows	As Previously					As
Nine Months Ended September 30, 2022	Reported		Adjustments			Revised
Supplemental non-cash disclosure:
Preferred stock dividends	$	—	$	(416,940	)	$	(416,940	)

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of September 30, 2023 and December 31, 2022, the Company had no cash in excess of the FDIC’s $250,000 coverage limit.

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the chief executive officer and Vice President. The Company has two operating segments as of September 30, 2023 and December 31, 2022. See Note 16, “Segment Information”.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the nine months ended September 30, 2023 and 2022 does not include warrants to acquire 8,563,127 and 8,563,127 shares of common stock, respectively, because of their anti-dilutive effect. The weighted average number of common shares for the nine months ended September 30, 2023 and 2022, does not include 1,254,683 and 774,586 options, respectively, to purchase common stock because of their anti-dilutive effect.

Investments in Equity Securities

The Company accounts for its investments under ASC 321, “Investments – Equity Securities,” which requires that investments in equity securities be measured at fair value with changes in value recorded as unrealized gains and losses in current period operations.

Cryptocurrency

The Company obtains cryptocurrency through our mining activities, which is accounted for in connection with our revenue recognition policy. The cryptocurrency held is recorded as other assets in the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”). The use of cryptocurrencies is accounted for in accordance with the first in first out method of accounting. We do not amortize our cryptocurrency but assess the value for impairment as further discussed in our impairment policy.

Impairment of cryptocurrency assets is tested annually or more frequently if events or circumstances change. At September 30, 2023, the Company had 4.36 Bitcoin and the fair value of the Company’s digital assets was $117,585 based on the price of Bitcoin being $26,969.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are expensed as incurred.

Intangible Assets

The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

Impairment of Long-Lived Assets

The Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.

Merchant Portfolios

Merchant portfolios are valued at fair value of merchant customers on the date of acquisition and are amortized over their estimated useful lives (7 years).

Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company performed a quantitative assessment of indefinite-lived intangibles and goodwill and determined there was no impairment at September 30, 2023 and December 31, 2022.

A summary of goodwill as of September 30, 2023, is as follows:

December 31, 2022	$	6,858,216
Add: 80.01% acquisition of Cuentas SDI, LLC		1,281,673
September 30, 2023	$	8,139,889

Accounts Receivable

Accounts receivable represent contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. Based on collection experience and periodic reviews of outstanding receivables, management considers all accounts receivable for our residual payments to be fully collectible and accordingly, no allowance for doubtful accounts is required; however, CrowdPay has a recorded allowance of approximately $38,000 and $38,000 as of September 30, 2023 and December 31, 2022, respectively.

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly.

Other Current Assets

Other current assets comprised of the following:

	September 30, 2023		December 31, 2022
Cryptocurrency	$	123,466	$	1,030,183
Investment in cryptocurrency-based fund		218,563		250,000
Other current assets		8,768		8,768
Total	$	350,797	$	1,288,951

Revenue Recognition

The following table presents the Company’s revenue disaggregated by revenue source:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2023		2022		2023		2022
Transaction and processing fees from wholesale contracts	$	7,949,539	$	5,316,986	$	21,199,677	$	20,313,337
Transaction and processing fees from retail contracts	$	213,753	$	407,556	$	806,908	$	1,160,928
Other transaction and processing fees, revenue from monthly recurring subscriptions, and merchant equipment rental and sales	$	336,121	$	360,760	$	797,703	$	1,297,625
Cryptocurrency mining revenues	$	95,667	$	161,249	$	399,957	$	633,555
Digital product revenue	$	1,099,360	$	—	$	1,456,796	$	—
Total revenue from contracts with customers	$	9,694,440	$	6,246,551	$	24,661,041	$	23,405,445

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

●

Identification of a contract with a customer;

	●	Identification of the performance obligations in the contract;

	●	Determination of the transaction price;

	●	Allocation of the transaction price to the performance obligations in the contract; and

	●	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Transaction and processing fees

Fees for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. These merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete satisfaction of the performance obligation. The Company will recognize revenue on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the best measure of the transfer of control.

In wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant services. The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant losses. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees within cost of revenues.

In retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant. As such, the Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as revenue.

Merchant equipment rental and sales

The Company generates revenue through the sale and rental of merchant equipment. The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes revenue at a point in time. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing. The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less.

Monthly recurring subscriptions

The Company generates recurring revenue through monthly subscriptions for software services. This service is provided based on an agreement with the customer regarding software services. Performance obligations are promises in a contract to a customer. In the subscription model, each billing period represents a performance obligation. The transaction price is the amount of consideration the company expects to receive in exchange for transferring goods or services. For recurring revenue, this is the subscription fee. The Company allocates to the performance obligated based on the selling price for the subscription. If the criteria for recognizing revenue over time are met, revenue is recognized over the period of performance. For subscription and recurring fee, this means recognizing revenue each billing period.

Bitcoin mining

The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed Bitcoin award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are recorded as a deduction from revenue), for successfully adding a block to the Bitcoin blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different from the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

Digital product revenue

The Company generates revenue through electronic distribution and sale of digital products that range from prepaid wireless SIM activation, international mobile recharge services and international long distance phone service. The Company generally obtains payment upfront and its performance obligation is to provide products and/or calling services. When products are provided at the point of sale, revenue is recognized immediately and at the time of payment. When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom services. As of September 30, 2023, customer deposits were $0.

Leases

The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

Recent Accounting Pronouncements

On March 23, 2023, the Financial Accounting Standards Board issued an Exposure Draft “Intangibles – Goodwill and Other – Crypto Assets” (Subtopic 350-60), Accounting for and Disclosure of Crypto Assets. Under the provisions of this Exposure Draft, an entity would be required to present crypto assets separately from other intangible assets in the balance sheet, and measure crypto assets at fair value with changes recognized in net income each reporting period. Upon effectiveness, an entity would reflect a cumulative-effect adjustment to the opening balance of retained earnings. Issuance of the final standard is subject to public comment and deliberations.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business. At September 30, 2023, the Company had cash of approximately $88,000, accounts receivable of approximately $2,312,000 and bitcoin valued at $123,000, and accounts payable and accrued expenses of approximately $3,193,000. To date, the Company has generated cash flows from issuances of equity and indebtedness.

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. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company determine it shall be unable to continue as a going concern.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets, net, consist of the following as of:

	September 30, 2023			December 31, 2022
Merchant Portfolios	$	2,405,000		$	2,405,000
Less accumulated amortization		(2,027,976	)		(1,793,333	)
Net residual portfolios	$	377,024		$	611,667

	September 30, 2023			December 31, 2022
Trade name	$	2,500,000		$	2,500,000
Less accumulated amortization		(2,375,000	)		(2,000,000	)
Net trade name	$	125,000		$	500,000

	September 30, 2023			December 31, 2022
Merchant Portfolio	$	18,000,000		$	18,000,000
Less accumulated amortization		(4,190,476	)		(2,476,191	)
Net trade name	$	13,809,524		$	15,523,809

	September 30, 2023			December 31, 2022
Exclusive agreement to purchase natural gas	$	4,499,952		$	4,499,952
Less accumulated amortization		(1,200,738	)		(825,173	)
Net mineral rights	$	3,299,214		$	3,674,779

Total intangible assets, net	$	17,610,762		$	20,310,255

Amortization expense for the nine months ended September 30, 2023 and 2022 was $2,699,493 and $2,794,731, respectively.

The Company’s merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years.

The Company’s agreement to purchase natural gas is being amortized over the useful life of 10 years.

The following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31:

2023	$	1,175,426
2024		3,320,234
2025		3,021,424
2026		3,021,424
2027		3,021,424
Thereafter		4,050,830
Total	$	17,610,762

The weighted average remaining useful life of amortizing intangible assets was 4.45 years at September 30, 2023.

NOTE 5 – PROPERTY AND EQUIPMENT

Long-lived assets, including property and equipment assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Property and equipment are first recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets.

Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Assets stated at cost, less accumulated depreciation consisted of the following:

	September 30, 2023			December 31, 2022
Furniture and Fixtures	$	36,471		$	36,471
Office Equipment		2,079,857			1,537,321
Computer Software		323,682			182,345
Leasehold Improvements		800,770			113,676
Bitcoin Mining Equipment		9,410,000			9,410,000
Plant and Machinery		409,296			409,296
Total		13,060,076			11,689,109
Less accumulated depreciation		(6,874,073	)		(4,363,897	)
Property and Equipment, net	$	6,186,003		$	7,325,212

Depreciation expense

Depreciation expense for the nine months ended September 30, 2023 and 2022 was $2,510,176 and $2,409,100, respectively.

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

The Company owns 165.27 units (1.01%) of Node Capital Token Opportunity Fund LP (the “Fund”) for which it paid an aggregate of $250,000 in August 2021. The investment is locked up for two years and a redemption can be made after the expiration of the lock up period with 90 days written notice. The Fund may, at the discretion of the General Partner, compulsorily redeem all interests if the Net Asset Value of the Fund falls below $1,000,000. During the nine months ended September 30, 2023, the Company recognized an unrealized loss of $31,437.

NOTE 7 — BUSINESS COMBINATIONS

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. Although the accounting is not yet complete, the results of operations of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition. All amounts are considered provisional until a more thorough analysis of the acquisition can be completed. The consolidated income statement for the three and nine months ended September 30, 2023, includes $1,456,796 of revenue and $1,865,776 of expenses of Cuentas SDI, LLC from the date of acquisition (June 15, 2023) through September 30, 2023 for a net loss of $408,980.

The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 80.01% of their controlling interest. The goodwill represents expected synergies from the combined operations and the acquired base of current and prior merchants to which we hope to sell our merchant services.

The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

Consideration
Consideration issued	$	850,000
Identified assets, liabilities, and noncontrolling interest
Property and equipment, net		141,337
Cash overdraft		(8,050	)
Customer deposits		(45,806	)
Accounts payable		(283,626	)
Accrued Expenses		(23,028	)
Noncontrolling interest		(212,500	)
Total identified assets, liabilities, and noncontrolling interest		(431,673	)

Excess purchase price allocated to goodwill	$	1,281,673

Proforma information representing the revenue and earnings of the combined company as if the business combination had occurred on January 1, 2022 has not been supplied as of the date of this filing, therefore we are unable to include those amounts here.

NOTE 8 – NOTE PAYABLE

On November 29, 2021, the Company entered into a Master Equipment Finance Agreement (the “MFA”) with VFS LLC (“VFS”) which would allow the Company to finance the purchase of certain equipment. The collateral and interest rate are determined at the time the Company borrows the funds. During the year ended December 31, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”). The Equipment Loan is secured by bitcoin mining computers being utilized by DMINT. The Equipment Loan requires monthly payments of $24,838 until the loan is repaid in full or it matures on November 29, 2024, requiring a full payment of all principal and accrued and unpaid interest.

NOTE 9 – STOCK OPTIONS

On January 1, 2021, the Company granted stock options to purchase 6,667 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr. Yakov. The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant. The options have an exercise price of $0.001 per share and expire three years after each vest date. The aggregate fair value of the options totaled $32,793 based on the Black Scholes Merton, pricing model using the following estimates: exercise price of $0.001, 0.16% risk free rate, 35.03% volatility and expected life of the options of 3 years. The fair value is being amortized over the applicable vesting period and credited to additional paid-in capital.

On July 28, 2021, the Company entered into an exclusive agreement with Cai Energy Blockchain, Inc. (“CAI”) whereby CAI provided the Company with an exclusive natural gas supply agreement (the “Services”). In exchange for the Services, the Company granted CAI options to purchase up to 767,918 shares of Common Stock, $0.0001 par value (with a fair market value equal to $4.5 million on the date of grant) at an exercise price of $0.0001 per share (the “CAI Options”). The aggregate fair value of the options totaled $4,499,952 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.0001, 1.26% risk free rate, 143.3% volatility and expected life of the options of 10 years. On November 22, 2022, Mr. Ronny Yakov purchased the CAI Options, in a privately negotiated transaction, for $700,000 using his personal funds.

On December 23, 2022, the Company granted stock options to purchase 200,000 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr. Yakov. 100,000 options are immediately vested with an additional 50,000 vested on January 1, 2023, and the remaining 50,000 vesting on January 1, 2024. The options have an exercise price of $0.01 per share. The aggregate fair value of the options totaled $188,287 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 3.75% risk free rate, 133.79% volatility and expected life of the options of 10 years. The fair value of the options has been credited to additional paid in capital.

On December 23, 2022, the Company granted stock options to purchase 275,000 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr. Smith. 137,500 options are immediately vested with an additional 68,750 vested on January 1, 2023, and the remaining 68,750 vesting on January 1, 2024. The options have an exercise price of $0.01 per share. The aggregate fair value of the options totaled $258,895 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.01, 3.75% risk free rate, 133.79% volatility and expected life of the options of 10 years. The fair value of the options has been credited to additional paid-in capital.

A summary of the status of the Company’s outstanding stock options and changes during the year ended December 31, 2022 and the nine months ended September 30, 2023 is presented below:

Stock Options	Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding December 31, 2021		900,655	$	0.0001	$	2,386,736
Granted		475,000	$	0.010		—
Exercised		—	$	—		—
Expired		—	$	—		—
Options outstanding December 31, 2022		1,375,655	$	0.004
Granted		—	$	—		—
Exercised		—	$	—		—
Expired		—	$	—		—
Options outstanding September 30, 2023		1,375,655	$	0.004
Shares exercisable at September 30, 2023		1,254,683	$	0.003	$	997,988

During the nine months ended September 30, 2023 and 2022 the Company recognized $161,605 and $213,219, respectively, in stock based compensation related to the above mentioned options.

NOTE 10 – WARRANTS

On August 18, 2021, the Company sold, in a registered direct offering, an aggregate of 1,418,605 shares of common stock and in a concurrent private placement, warrants to purchase up to 1,418,605 shares of common stock, at an aggregate purchase price of $4.30 per share and associated Warrant. The Warrants will be exercisable six months from the date of issuance at an exercise price of $5.42 per share and will expire five and one-half years following the initial date of issuance.

On November 2, 2021, the Company entered into a series of securities purchase agreements with certain institutional accredited investors pursuant to which the Company issued and sold, in a private placement (i) 1,969,091 shares of the Company’s Common Stock (ii) pre-funded warrants exercisable for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants exercisable for a total of 4,545,455 shares of Common Stock (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $6.50 per Common Warrant Share.

A summary of the status of the Company’s outstanding warrants and changes during the year ended December 31, 2022 and the nine months ended September 30, 2023 is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term
Outstanding, December 31, 2021		9,963,127		$	5.02		4.55
Underwriter Warrant Exercised		(1,400,000	)	$	0.0001
Outstanding, December 31, 2022		8,563,127		$	4.85		3.95
Warrants Exercised		—		$	—
Outstanding, September 30, 2023		8,563,127		$	4.85		3.20

NOTE 11 – OPERATING LEASES

On June 24, 2020, eVance, Inc. (“eVance”) entered into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately 4,277 square feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400. The term of the Lease is for thirty-nine (39) months commencing September 1, 2020. The monthly base rent is $8,019 for the first twelve (12) months increasing thereafter to $8,768. The total rent for the entire lease term is $315,044 and $8,768 is payable as a security deposit. The first three months of rent will be abated so long as eVance is not in default of any portion of the Lease.

On January 11, 2022, DMINT entered into two leases (the “Leases”) in Bradford, Pennsylvania relating to a combined 10,000 square feet of property located at the Bradford Regional Airport Authority multi-tenant building in Lafayette Township. The Leases are each for a term of five years, ending on the later of the date of occupancy and November 10, 2026. The monthly base rent for “Cell 3”, comprising 4,000 square feet, is $1,667 per month. The monthly base rent for “Cell 4”, comprising 6,000 square feet, is $2,500 per month. The total rent for the entire lease term of the Leases is $250,000 and $8,768 is payable as a security deposit.

On March 29, 2023, DMINT entered into a Surrender and Release Agreement with Bradford Regional Airport Authority relating to the property in Bradford, Pennsylvania whereby DMINT agreed to pay $50,000 in exchange for an early termination of the Leases. March 31, 2023 is the final day DMINT occupied the property and all mining computers have been moved to the Selmer, Tennessee location.

	Balance Sheet Classification	September 30, 2023
Asset
Operating lease asset	Right of use asset	$	22,062
Total lease asset		$	22,062

Liability
Operating lease liability – current portion	Current operating lease liability	$	17,427
Operating lease liability – noncurrent portion	Long-term operating lease liability		—
Total lease liability		$	17,427

Lease expense for the three months ended September 30, 2023, was $25,790, which consisted of amortization expense of $24,792 and interest expense of $429. Lease expense for the nine months ended September 30, 2023, was $93,532, which consisted of amortization expense of $65,950 and interest expense of $2,221. The cash paid under operating leases during the nine months ended September 30, 2023, was $76,858.

Lease expense for the three months ended September 30, 2022, was $41,969, which consisted of amortization expense of $37,932 and interest expense of $4,037. Lease expense for the nine months ended September 30, 2022, was $136,953, which consisted of amortization expense of $124,625 and interest expense of $12,328. At September 30, 2023, there is one lease remaining that will terminate in November 2023, unless renewed, which the Company will make payments of approximately $34,800 for, recording interest of approximately $350. The weighted average discount rate used was 5%.

NOTE 12 – COMMON STOCK

On July 12, 2022, the Board of the Company authorized a share repurchase program, pursuant to which the Company may repurchase up to 1 million shares of its outstanding shares of common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements. The Company expects to fund these repurchases through existing cash balances. Decisions regarding the amount and the timing of purchases under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other factors. The Company is not obligated to acquire any particular amount of its common stock. This program has no set termination date and may be suspended or discontinued by the Board at any time.

Refer to Note 14 for common stock issued to related parties.

NOTE 13 – PREFERRED STOCK

Our certificate of incorporation, as amended, authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors.

Series A Preferred Stock

On August 7, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware. The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated value (the “Stated Value”) of $1,000 per share. As of September 30, 2023 and December 31, 2022 there were 1,021 shares of Series A Preferred Stock issued and outstanding. Holders of Series A Preferred Stock are entitled to the following rights and preferences.

Dividends

The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12% per annum. Dividends accrue quarterly. Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors of the Company.

Conversion

The Series A Preferred Stock holders may convert, at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion price. The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be subject to adjustment for splits and the like. The holders of Series A Preferred Stock will only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there are no further outstanding obligations regarding such indebtedness.

Voting

Each holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Fractional votes shall not be permitted, and such shares shall be rounded up.

Liquidation Preference

Each share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon. In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference.

NOTE 14 – RELATED PARTY TRANSACTIONS

On December 31, 2022, the Company granted 41,322 shares of common stock to Alina Dulimof, Director, for services. The shares were valued at $1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. As of December 31, 2022, the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were issued on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On December 31, 2022, the Company granted 41,322 shares of common stock to Amir Sternhell, Director, for services. The shares were valued at $1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. As of December 31, 2022, the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were issued on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On December 31, 2022, the Company granted 53,719 shares of common stock to Ehud Ernst, Director, for services. The shares were valued at $1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $65,000. As of December 31, 2022, the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were issued on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On February 14, 2023, a shareholder reported to the Company that they had incurred short swing profits of $114,654 in connection with a series of purchases and sales of the Company’s stock on the open market. The shareholder disgorged such short-swing profits to the Company on February 28, 2023.

During the nine months ended September 30, 2023, the Company accrued $92,911 for dividends on the Series A preferred stock held by Mr. Yakov. As of September 30, 2023, total accrued dividends on the Series A preferred stock due to Mr. Yakov is $387,295.

Refer to Note 9 for options to purchase shares of common stock issued to related parties.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

On November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021, with FFS Data Corporation (“Seller”) whereby we acquired a portfolio of merchants in the Cannabidiol industry, along with other merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement. Company management has recognized a liability for the contingent payment amount of $2,000,000. However, on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations made by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in the overall purchase price. The Company has filed a claim for breach of contract against Seller and Seller has filed a breach of contract counterclaim against the Company. The matter is currently in discovery, which is to be completed by the end of October and no date for an arbitration or court hearing has been scheduled.

NOTE 16 – SEGMENTS

The Company applies ASC 280, Segment Reporting, in determining its reportable segments. The Company has two reportable segments: Cryptocurrency Mining and Fintech Services. The guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing such segments’ performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and expenses of our two reporting segments to assess the performance of the business of our reportable operating segments.

The following tables detail revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended September 30, 2023 and 2022.

	For the Three Months ended September 30,						For the Nine Months ended September 30,
	2023			2022			2023			2022
Reportable segment revenue:
Revenue, net – cryptocurrency mining segment	$	95,667		$	161,249		$	399,957		$	633,555
Fintech services revenue		9,598,773			6,085,302			24,261,084			22,771,890
Total segment and consolidated revenue		9,694,440			6,246,551			24,661,041			23,405,445

Operating Expenses
Cryptocurrency mining segment		(1,688,665	)		(1,227,342	)		(4,235,816	)		(3,563,305	)
Fintech services		(6,446,563	)		(4,679,192	)		(16,914,672	)		(17,609,470	)
General and administrative expenses		(3,419,115	)		(2,402,590	)		(8,404,326	)		(7,221,792	)
Total operating expenses		(11,554,343	)		(7,949,124	)		(29,554,814	)		(28,394,747	)

Total other (expense) income		(24,947	)		(9,989	)		(196,025	)		383,190

Net Loss	$	(1,884,850	)	$	(1,712,562	)	$	(5,089,798	)	$	(4,606,112	)

	September 30, 2023		December 31, 2022
Total Assets:
Cryptocurrency mining segment	$	6,799,902	$	9,376,078
Fintech services		29,143,826		29,277,741
	$	35,943,728	$	38,653,819

NOTE 17 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

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. 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, 2022 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 on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents 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. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

Overview

We are a FinTech company that focuses on a suite of products in the merchant services and payment facilitator verticals that seek to provide integrated business solutions to merchants throughout the United States. We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including financial and transaction processing services. We also have products that provide support for crowdfunding and other capital raising initiatives. 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, 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 our payment processing model 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.

With respect to our eVance business, our merchants are currently processing over $100,000,000 in gross transactions monthly and average approximately 1,400,000 transactions a month. These transactions come from a variety of sources including direct accounts and ISO channels. The accounts consist of businesses across the United States with no concentration of industries or merchants.

We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM. SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions (though our revenue from these transactions is limited). In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load into the system.

On May 22, 2020, the Company purchased certain assets from POSaBIT Inc. (“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”). The assets included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

On July 23, 2021, we formed DMINT, Inc., a wholly-owned subsidiary (“DMINT”) to operate in the cryptocurrency mining industry. DMINT has initiated the first phase of the Bitcoin mining operation by placing purchase orders for data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin. The first lot of equipment is being used to establish a proof of concept before DMINT expands the number of computers in operation. As of September 30, 2023, DMint has purchased 1,000 computers, of which all computers have been delivered with 250 online and mining for Bitcoin at the Company’s building in Selmer, Tennessee. As configured, it is expected that the computers purchased will have a combined computing power of approximately 100 petahash per second.

On November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby we acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement. However, on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations made by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in the overall purchase price. The matter is currently in litigation.

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 100% of the equity of Crowd Ignition).

Crowd Ignition is a web-based crowdfunding software system. Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of the Company, owned 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 acquired 80.01% of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (“SDI”). SDI will enable the Company to focus on marketing to the underbanked communities utilizing the SDI 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 SDI 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.

Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations of The OLB Group, Inc. and its subsidiaries for the three and nine months ended September 30, 2023 and 2022.

Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

For the three months ended September 30, 2023, we had total revenue of $9,694,440 compared to $6,246,551 of revenue for the three months ended September 30, 2022, an increase of $2,349,008 or 39.3%. 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. For the three months ended September 30, 2022, we earned $5,982,177 in transaction and processing fees, $8,417 in merchant equipment rental and sales, $94,708 in other revenue from monthly recurring subscriptions and $161,249 of other revenue from the Cryptocurrency Mining segment. The increase in revenue was a result of the increase in the amount of fees earned from a greater number of merchant processing transactions compared to the prior year and the addition of the digital product revenue. Processing and servicing costs increased by $1,767,371 or 37.8%, from $4,679,192 in the prior period to $6,449,563.

Amortization and depreciation expense for the three months ended September 30, 2023, was $899,831 compared to $892,788 for the three months ended September 30, 2022, an increase of $7,043 or 0.8%, thus fairly consistent between periods. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights. Depreciation expense for our Cryptocurrency Mining segment for the three months ended September 30, 2023 was $910,743 compared to $799,716 for the three months ended September 30, 2022, an increase of $111,027 or 13.9% due to depreciating more bitcoin mining equipment in the current period.

Salary and wage expense for the three months ended September 30, 2023, was $687,456 compared to $649,012 for the three months ended September 30, 2022, an increase of $38,444 or 5.9%. Salary and wage expenses have increased due to an increase in salary and bonuses paid to our officers during the 2023 period.

Professional fees for the three months ended September 30, 2023, were $707 900 compared to $174,472 for the three months ended September 30, 2022, an increase of $533,424 or 305.7%. Professional 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 2023 period.

General and administrative expenses for the three months ended September 30, 2023, was $1,901,850 compared to $753,944 for the three months ended September 30, 2022, an increase of $1,147,906 or 152.3%. Some of our larger G&A expenses included insurance policy expense of $109,000 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s business, bank and credit card charges of $336,000, contracted services of $299,000 from $45,000 in the same period of 2022 and utilities of $228,00 from $175,000 in the same period of 2022.

For the three months ended September 30, 2023, we had total other expense of $24,974 from an unrealized loss on investment, compared to total other expense of $9,989 for the three months ended September 30, 2022.

For the three months ended September 30, 2023, we had $83,112 of net loss attributed to the non-controlling interest of Cuentas SDI, LLC, due to the acquisition of 80.01% interest of the entity during the quarter ended June 30, 2023.

Our net loss for the three months ended September 30, 2023, after the reduction for minority interest, was $1,801,738 compared to $1,712,562 for the three months ended September 30, 2023. This was an increase in our net loss of $89,176 for the reasons discussed above.

Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

For the nine months ended September 30, 2023, we had total revenue of $24,661,041 compared to $23,405,445 of revenue for the nine months ended September 30, 2022, an increase of $230,329 or 1%. 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 during the nine months ended September 30, 2023, compared to $22,209,575 in transaction and processing fees, $43,759 in merchant equipment rental and sales, $518,556 in other revenue from monthly recurring subscriptions and $633,555 of other revenue from the Cryptocurrency Mining segment during the nine months ended September 30, 2022. The increase in revenue was a result of the increase in the amount of fees earned from a greater number of merchant processing transactions compared to the prior year and the addition of the digital product revenue.

Amortization and depreciation expense for the nine months ended September 30, 2023, was $2,699,496 compared to $2,794,731 for the nine months ended September 30, 2022, a decrease of $694,798 or 3.9% due to fully depreciating certain assets in the prior year. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights. Depreciation expense for our cryptocurrency mining segment was $2,510,176 in the current period compared to $2,393,966 in the prior period, an increase of $116,210 or 4.9%, thus fairly consistent between periods.

Salary and wage expense for the nine months ended September 30, 2023 was $2,070,288 compared to $1,805,785 for the nine months ended September 30, 2022 an increase of $264,503 or 14.6%. Salary and wage expenses have increased due to an increase in salary and bonuses paid to our officers during the 2023 period.

Professional fees for the nine months ended September 30, 2023 were $1,297,026 compared to $793,626 for the nine months ended September 30, 2022, an increase of $503,400 or 63.4%. Professional fees consist mainly of audit and legal fees. The increase was due to increased litigation-related legal expenses and auditor and legal fees related to the preparation of the spin-off of DMINT during the 2023 period.

General and administrative expenses (“G&A”) for the nine months ended September 30, 2023 was $4,063,159 compared to $2,997,169 for the nine months ended September 30, 2022, an increase of $1,065,990 or 35.6%. Some of our larger G&A expenses included insurance policy expense of $333,400 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s business, travel of $130,000 from $250,000 in the same period of 2022, marketing and promotion of $88,000 from $180,000 in the same period of 2022, contracted services of $624,000 from $511,000 in the same period of 2022, utilities of $510,00 from $406,000 in the same period of 2022 and computer and internet expense of $670,000 from $515,000 in the same period of 2022.

For the nine months ended September 30, 2023, we had total other expense of $196,025 compared to other income $383,190 for the nine months ended September 30, 2022. In the current period we had a loss of $279,242 from the sale of cryptocurrency, an unrealized loss on investment of $31,437, and other income of $114,654, compared to other income of $383,190 for the nine months ended September 30, 2022. In the prior period we recognized a gain of $383,190 from the reversal of a liability associated with a prior adverse judgement on appeal.

For the nine months ended September 30, 2023, we had $81,387 of net loss attributed to the non-controlling interest of Cuentas SDI, LLC, due to the acquisition of 80.01% interest of the entity during the quarter ended June 30, 2023.

Our net loss for the nine months ended September 30, 2023, after the reduction for minority interest, was $5,008,411 compared to $4,606,112 for the nine months ended September 30, 2022. We had an increase in our net loss of $402,299 for the reasons discussed above.

Liquidity and Capital Resources

Changes in Cash Flows

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.

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 and used $2,079,630 in investing activities as a result of the acquisition of property and equipment of $1,229,630 and the purchase of an 80.01% interest in Cuentas SDI, LLC for $850,000.

Liquidity and Capital Resources

At September 30, 2023, the Company had cash of $87,783, $123,466 of bitcoins and a working capital deficit of $2,329,626. The Company has approximately $5,899,000 of outstanding liabilities.

The Company has reviewed its projected operating cash flows for the remainder of 2023 and 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 Quarterly Report. As a result of (a) continued improving transaction volume trends and positive cash flow in the third quarter, and (b) an increase in revenues created from the purchase of Cuentas SDI, LLC in June 2023, the Company believes it has and will continue to have sufficient liquidity in order to sustain operations for at least the twelve months following the filing of this Quarterly Report.

Critical Accounting Policies

Refer to our Form 10-K for the year ended December 31, 2022, for a full discussion of our critical accounting policies.

Subsequent Events

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

During the third quarter ended September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2023, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 14, 2023	By:	/s/ Ronny Yakov
	Name:	Ronny Yakov
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: November 14, 2023	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)