Notes to the Unaudited Consolidated Financial
Statements
September 30, 2022
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 Business segments.
Fintech Services:
The Company provides integrated financial and
transaction processing services (“Fintech Services”) to businesses throughout the United States. Through its eVance Capital,
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.
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.io, Inc. (“OmniSoft”) operates
a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allows 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.
The Company also provides ecommerce development
and consulting services on a project-by-project basis.
Cryptocurrency 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 cryptocurrency mining (“Cryptocurrency
Business”).
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 value of approximately $4.5 million on the date of grant) at an exercise price
of $0.0001 per share. The natural gas is being used in connection with the Cryptocurrency 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.
COVID-19 Impact
On January 30, 2020, the World Health Organization
declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared
it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse
impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates. In response
to the pandemic, the Company has been working with merchants to address potential changes to the purchase patterns of consumers. In addition,
it has been focusing on servicing merchants that sell products with an extended delivery time frame, that have products that are paid
for in advance, and that work in the catering, ticketing, limo and travel related businesses which have been directly impacted by the
social distancing requirement of the pandemic. Further, for those of the Company’s employees that are able to perform their job
remotely, the Company implemented a “remote work” policy and provided employees with the technology necessary to continue
to do their jobs from home and for those employees that are unable to perform their job from a remote location, the Company has taken
steps to ensure appropriate distancing, continue to require wearing masks in the office and added sanitizing stations along with requiring
frequent hand washing and work station cleaning. In addition, the Company has been encouraging its employees to get vaccinated, if possible.
At September 30, 2022, all employees were no longer working remotely and had returned to the office. However, the Company continues to
monitor and follow the advice of federal and state authorities. The Company has not seen a material impact on its business since states
began to roll back restrictions on businesses in the United States.
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, 2022 and not necessarily
indicative of the results to be expected for the full year ending December 31, 2022. 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, 2021.
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, stock-based compensation.
Principles of Consolidation
The accompanying condensed consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, CrowdPay, Omnisoft, OLBit, DMINT and
Crowd Ignition, Inc. All significant intercompany transactions and balances have been eliminated.
Reclassifications
Certain reclassifications have been made to the
prior year financial information to conform to the presentation used in the financial statements for the three and nine months ended September
30, 2022.
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, 2022, the Company had $1,550,124 of cash in excess of the FDIC’s $250,000 insurance 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 - Finance. The Company has two operating segments
as of September 30, 2022. See Note 13, “Segment Information”.
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, 2022 and 2021
does not include warrants to acquire up to 8,563,127 and 3,778,533 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, 2022 and 2021 does not include up to 774,586
and 11,112 options, respectively, to purchase common stock because of their anti-dilutive effect.
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 an allowance of approximately $0 and $38,000 as of September 30, 2022 and December 31, 2021, 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,
2022 | | |
December 31,
2021 | |
Cryptocurrency at cost | |
$ | 937,559 | | |
$ | 304,004 | |
Investment in cryptocurrency-based fund | |
| 250,000 | | |
| 250,000 | |
Other current assets | |
| 340,989 | | |
| 175,347 | |
Total | |
$ | 1,528,548 | | |
$ | 729,351 | |
Revenue Recognition and Cost of Revenues
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. In the case of “wholesale”
residual revenue in which the Company has a direct contractual relationship with the merchant, bears risk of chargebacks and performs
underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and
other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has
no chargeback liability and has no or limited contractual relationship with the merchant, the Company records the amount it receives from
the processor net of interchange and other processing fees as revenue.
Disaggregation of Revenue
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, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Revenue from contracts with customers: | |
| | |
| | |
| | |
| |
Wholesale contracts | |
$ | 5,316,986 | | |
$ | 2,053,772 | | |
$ | 20,313,337 | | |
$ | 5,504,044 | |
Retail contracts | |
$ | 407,556 | | |
$ | 417,158 | | |
$ | 1,160,928 | | |
$ | 1,288,111 | |
Other transaction and processing fees | |
$ | 360,760 | | |
$ | 352,991 | | |
$ | 1,297,625 | | |
$ | 1,091,742 | |
Cryptocurrency mining fees | |
$ | 161,249 | | |
$ | — | | |
$ | 633,555 | | |
$ | — | |
Total fees | |
$ | 6,246,551 | | |
$ | 2,823,921 | | |
$ | 23,405,445 | | |
$ | 7,883,897 | |
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 sales and other
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.
Cryptocurrency 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 cryptocurrency 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 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 than 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.
Impairment of cryptocurrency assets is tested annual or more frequently
if events or circumstances change. At September 30, 2022, the fair value of the Company’s digital assets was $503,585.12 based
on the price of Bitcoin being $19,563.77.
At its October 12, 2022 Board of Directors meeting, the Financial Accounting
Standards Board (FASB) tentatively concluded that companies should follow the guidance in Topic 820, Fair Value Measurement, to measure
cryptocurrency assets at fair value, and to recognize increases and decreases in fair value in comprehensive income each reporting period.
The FASB plans to issue an Exposure Draft on the new rules, with a new Accounting Standards Update (ASU) finalized and issued only after
public comment and deliberations.
NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2022, the Company had cash of approximately $2.3 million
and working capital of approximately $2.2 million. As such, the Company believes it has sufficient liquidity to fund its future operations
and capital requirements for a period of at least twelve months from the date these condensed consolidated financial statements are issued.
NOTE 4 – INTANGIBLE ASSETS
Intangible assets, net, consist of the following
as of:
| |
September 30, 2022 | | |
December 31, 2021 | |
Merchant Portfolios | |
$ | 2,405,000 | | |
$ | 2,405,000 | |
Less accumulated amortization | |
| (1,835,510 | ) | |
| (1,562,798 | ) |
Net residual portfolios | |
$ | 569,490 | | |
$ | 842,202 | |
| |
September 30, 2022 | | |
December 31, 2021 | |
Trade name | |
$ | 2,500,000 | | |
$ | 2,500,000 | |
Less accumulated amortization | |
| (1,875,000 | ) | |
| (1,500,000 | ) |
Net trade name | |
$ | 625,000 | | |
$ | 1,000,000 | |
| |
September 30, 2022 | | |
December 31, 2021 | |
Acquired Merchant Portfolio | |
$ | 18,000,000 | | |
$ | 18,000,000 | |
Less accumulated amortization | |
| (2,000,000 | ) | |
| (190,476 | ) |
Net Acquired Merchant Portfolio | |
$ | 16,000,000 | | |
$ | 17,809,524 | |
|
|
September 30,
2022 |
|
|
December 31,
2021 |
|
Exclusive agreement to purchase natural gas |
|
$ |
4,499,952 |
|
|
$ |
4,499,952 |
|
Less accumulated amortization |
|
|
(524,994 |
) |
|
|
(187,498 |
) |
Net mineral rights |
|
$ |
3,974,958 |
|
|
$ |
4,312,454 |
|
|
|
|
|
|
|
|
|
|
Total intangible assets, net |
|
$ |
21,169,448 |
|
|
$ |
23,964,180 |
|
Amortization expense for the three months ended
September 30, 2022 and 2021 was $892,788 and $269,475, respectively.
Amortization expense for the nine months ended
September 30, 2022 and 2021 was $2,794,731 and $701,280, 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:
2022 (three months) | |
$ | 1,063,358 | |
2023 | |
| 3,834,281 | |
2024 | |
| 3,320,234 | |
2025 | |
| 3,021,424 | |
2026 | |
| 3,021,424 | |
Thereafter | |
| 6,908,727 | |
Total | |
$ | 21,169,448 | |
The weighted average remaining useful life of
amortizing intangible assets was 5.45 years at September 30, 2022.
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 and 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 2022 | | |
December 31, 2021 | |
Furniture and Fixtures | |
$ | 36,471 | | |
$ | 36,471 | |
Office Equipment | |
| 842,717 | | |
| 474,873 | |
Computer Software | |
| 182,345 | | |
| 182,345 | |
Leasehold Improvements | |
| 17,877 | | |
| 17,877 | |
Cryptocurrency Mining Equipment | |
| 9,410,000 | | |
| 9,410,000 | |
Plant and Machinery | |
| 409,296 | | |
| — | |
Total | |
| 10,898,706 | | |
| 10,121,566 | |
Less accumulated depreciation | |
| (3,564,181 | ) | |
| (1,154,470 | ) |
Property and Equipment, net | |
$ | 7,334,525 | | |
$ | 8,967,096 | |
Depreciation expense
Depreciation expense for the nine months ended
September 30, 2022 and 2021 was $2,409,100 and $43,108, respectively.
NOTE 6 – NOTE PAYABLE
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 (or “CBD”) 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. 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 the early stages and no date for an arbitration or court hearing has been scheduled.
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
nine months ended September 30, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”).
The Equipment Loan is secured by cryptocurrency mining computers being utilized by DMINT. The Equipment Loan requires monthly payments
of $24,837.75 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 7 – STOCK OPTIONS
A summary of the status of the Company’s
outstanding stock options and changes during the nine months ended September 30, 2022 is presented below:
Stock Options |
|
Options |
|
|
Weighted
Average
Exercise
Price |
|
|
Aggregate
Intrinsic
Value |
|
Options outstanding December 31, 2020 |
|
|
285,173 |
|
|
$ |
0.0001 |
|
|
$ |
1,408,755 |
|
Granted |
|
|
774,585 |
|
|
$ |
0.0001 |
|
|
|
- |
|
Exercised |
|
|
(159,103 |
) |
|
$ |
- |
|
|
|
- |
|
Expired |
|
|
- |
- |
|
$ |
- |
|
|
|
- |
|
Options outstanding December 31, 2021 |
|
|
900,655 |
|
|
$ |
0.0001 |
|
|
$ |
2,386,736 |
|
Granted |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
Exercised |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
Expired |
|
|
- |
- |
|
$ |
- |
|
|
|
- |
|
Options outstanding September 30, 2022 |
|
|
900,655 |
|
|
$ |
0.0001 |
|
|
|
|
|
Shares exercisable at September 30, 2022 |
|
|
900,655 |
|
|
$ |
0.0001 |
|
|
$ |
954,694 |
|
NOTE 8 – WARRANTS
A summary of the status of the Company’s
outstanding stock warrants and changes during the nine months ended September 30, 2022 is presented below:
| |
Number of Warrants | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contract Term | |
Outstanding, December 31, 2020 | |
| 3,353,698 | | |
| 4.61 | | |
| 4.81 | |
Cancelled | |
| (40,000 | ) | |
$ | 7.50 | | |
| - | |
Underwriter Warrants | |
| 8,881,333 | | |
$ | 3.62 | | |
| - | |
Warrant A Exercised | |
| (742,220 | ) | |
$ | 9.00 | | |
| - | |
Warrant B Exercised | |
| (313,320 | ) | |
$ | 4.50 | | |
| - | |
Underwriter Warrant Exercised | |
| (1,176,364 | ) | |
$ | 0.0001 | | |
| - | |
Outstanding, December 31, 2021 | |
| 9,963,127 | | |
$ | 5.02 | | |
| 4.55 | |
Underwriter Warrant Exercised | |
| (1,400,000 | ) | |
$ | 0.0001 | | |
| - | |
Outstanding, September 30, 2022 | |
| 8,563,127 | | |
$ | 5.10 | | |
| 4.20 | |
NOTE 9 – 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 facility is in the process of being converted into a cryptocurrency
mining data center powered on the local power grid in tandem with natural gas power. The location will be used for DMINT’s mining
operation with capacity for up to 2,000 Antminer S19j PRO machines. 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 $250,00 and $8,768 is payable as a security deposit.
| |
Balance Sheet Classification | |
September 30, 2022 | |
Asset | |
| |
| |
Operating lease asset | |
Right of use asset | |
$ | 303,367 | |
Total lease asset | |
| |
$ | 303,367 | |
| |
| |
| | |
Liability | |
| |
| | |
Operating lease liability – current portion | |
Current operating lease liability | |
$ | 138,057 | |
Operating lease liability – noncurrent portion | |
Long-term operating lease liability | |
| 169,119 | |
Total lease liability | |
| |
$ | 307,176 | |
Lease obligations at September 30, 2022 consisted
of the following:
For the year ended December 31: | |
| |
2022 (three months) | |
$ | 38,034 | |
2023 | |
| 144,393 | |
2024 | |
| 50,000 | |
2025 | |
| 50,000 | |
2026 | |
| 41,667 | |
Total payments | |
$ | 324,094 | |
Amount representing interest | |
$ | (16,918 | ) |
Lease obligation, net | |
| 307,176 | |
Less current portion | |
| (138,057 | ) |
Lease obligation – long term | |
$ | 169,119 | |
Rent expense for the three months ended September
30, 2022 and 2021, was $41,969 and $24,909, respectively.
Rent expense for the nine months ended September
30, 2022 and 2021, was $136,953 and $74,726, respectively.
NOTE 10 – COMMON STOCK
In January 2022, Armistice Capital, received 1,400,000
shares of common stock upon the exercise of 1,400,000 warrants at $0.0001.
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.
NOTE 11 – PREFERRED STOCK
Our certificate of incorporation authorizes the
issuance of 50,000,000 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. The Company currently has 4,633 shares of preferred stock issued and outstanding.
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. 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 (approximately $1.2 million at September 30,
2022).. 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 is 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 12 – RELATED PARTY TRANSACTIONS
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 in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI
Issued Shares”). The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the
Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for
Crowd Ignition of $5.3 million. The purchase price was used solely to establish the agreed upon purchase price between the parties and
not for accounting purposes.
Crowd Ignition is a web-based
crowdfunding software system. Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company,
collectively owned 100% of the equity of Crowd Ignition. The acquisition of Crowd Ignition., was determined to be a common control transaction
as each Company has the same two shareholders with a majority ownership. As a result, the assets and liabilities assumed were recorded
on the Company’s condensed consolidated financial statements at their respective carry-over basis; however, as of January 3, 2022,
Crowd Ignition has no assets, liabilities or other operations.
NOTE 13 – 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.
NOTE 14 – SEGMENTS
The Company applies ASC 280, Segment Reporting,
in determining its reportable segments. The Company has two reportable segments during 2021: 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 details revenue, operating
expenses, and assets for the Company’s reportable segments for the three and nine months ended September 30, 2022.
| |
For the Three Months ended September 30, | | |
For the Nine Months ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Reportable segment revenue: | |
| | |
| | |
| | |
| |
Revenue, net - cryptocurrency mining | |
$ | 161,249 | | |
$ | — | | |
$ | 633,555 | | |
$ | — | |
Fintech services revenue | |
| 6,085,302 | | |
| 2,823,921 | | |
| 22,771,890 | | |
| 7,883,897 | |
Total segment and consolidated revenue | |
$ | 6,246,551 | | |
$ | 2,823,921 | | |
$ | 23,405,445 | | |
$ | 7,883,897 | |
| |
September 30,
2022 | | |
December 31, 2021 | |
Total Assets: | |
| | |
| |
Cryptocurrency mining | |
$ | 10,415,375 | | |
$ | 9,749,652 | |
Fintech services | |
| 30,762,513 | | |
| 33,779,839 | |
| |
$ | 41,177,888 | | |
$ | 43,529,491 | |