Business Description

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Cuentas, Inc. (the “Company”) was incorporated under the laws of the State of Florida on September 21, 2005. Its wholly-owned subsidiary is Meimoun and Mammon, LLC (100% owned) (“M&M”) that provides wholesale telecommunications services. The Company also owns 51% of World Mobile LLC, which operates in the Mobile Telecommunications market and 51% of World Mobile Media Group LLC, which operates in the Entertainment Media Distribution market. The Company also owns 50% of CUENTASMAX LLC, which installs WiFi6 shared network (“WSN”) systems in locations in the New York metropolitan tristate area using access points and small cells to provide users with access to the WSN. WSN equipment was installed in several sites and financial viability is being studied. Results from these test sites will determine if future installations will be completed. Additionally, Cuentas is evaluating the synergy between CuentasMAX and World Mobile’s platform for potential integration and further development or enhancement of platforms. The Company is currently focusing its business mainly on Cuentas Mobile, the Company’s Cellular Telecommunications solution as well as World Mobile LLC and World Mobile Media Group LLC to coordinate a multi-dimensional service for telecom, data, streaming and entertainment content. On May 22, 2025, the Company signed an agreement for the sale of its full interests in Brooksville Development Partners, LLC (“Brooksville”) for total consideration of $800,000. See note 3b below. On September 3, 2024, the Company signed a Non Binding Letter of Intent (LOI) with World Mobile Group Ltd (“World Mobile”), a UK limited company to leverage the World Mobile sharing economy to expand network coverage and provide affordable connectivity, while also offering Cuentas’ digital products to customers. Cuentas and World Mobile will collaborate to integrate Cuentas’ fintech, banking, payments, remittance, and other financial services into the World Mobile app and ecosystem. This integration aims to enhance the user experience and expand the range of available services. World Mobile transferred $50,000 to Cuentas as a refundable Security Deposit upon signing the LOI. This LOI serves as a preliminary expression of intent between World Mobile and Cuentas and is not legally binding, except where explicitly stated. On April 21, 2025, the Company and World Mobile entered into a Contribution Agreement to form World Mobile LLC, a Delaware limited liability company (the “JV Company”), as a joint venture to operate a mobile virtual network operator (“MVNO”) business. The Company will hold a 51% membership interest and World Mobile will hold a 49% membership interest in the JV Company, with World Mobile’s appointee serving as the sole managing member. Profits, losses, and cash distributions of the JV Company are generally allocated 85% to World Mobile Group and 15% to the Company, except that for certain “Cuentas-related Brands,” such allocations are 85% to Cuentas and 15% to World Mobile Group. The Company contributes rights, title, and interest in its MVNO business (including the PLUM contract) to the JV Company, while World Mobile contributes $300 in capital. On April 23, 2025 and May 15, 2025, Cuentas executed related letter agreements confirming the assignment of its Reseller Master Services Agreement with UVNV, Inc. (d/b/a PLUM) to the JV Company and granting the Company management of certain Cuentas Mobile brands on the JV Company platform, with respective profit/loss sharing as noted above. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2025, the Company had 57 in cash and cash equivalents, $4,069 in negative working capital, shareholder’s deficit of $3,948 and an accumulated deficit of $59,826. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Company’s ability to continue as a going concern is dependent upon raising capital from financing transactions and revenue from operations. Management anticipates their business will require substantial additional investments that have not yet been secured. Management is continuing in the process of fund raising in the private equity and capital markets as the Company will need to finance future activities..…