What changed in this filing

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Item 1. Financial Statements

2022-08-12 compared with 2022-05-16 · 175 added, 138 removed, 500 unchanged (38% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022, and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 (unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 20, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2022, and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

28 unchanged sentences

Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at March 31, 2022 and December 31, 2021

Common stock, $ 0.0001 par value, 200,000,000 shares authorized, 14,702,804 and 11,984,396 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at June 30, 2022 and December 31, 2021

Common stock, $ 0.0001 par value, 200,000,000 shares authorized, 14,702,804 and 11,984,396 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

T he accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

OLB Group, Inc.

1 unchanged sentence

Consolidated Statements of Operations

For the Three

For the Three Months Ended

For the Six Months Ended

Transaction and processing fees

13 unchanged sentences

( 1,831,122 )

( 3,286,729 )

( 1,649,281 )

Other Income (Expense):

1 unchanged sentence

Total other income (expense)

Net Loss before income taxes

$ ( 1,437,954 )

$ ( 666,136 )

$ ( 2,893,550 )

$ ( 1,765,993 )

$ ( 1,437,954

$ ( 2,893,550

$ ( 1,765,993

Net loss per share, basic and diluted

4 unchanged sentences

Consolidated Statements of Stockholders’ Equity

the Three Months ended March 31, 2022 and 2021

the Three and Six Months ended June 30, 2022 and 2021

Preferred Stock

Balance at January 1, 2022

7 unchanged sentences

( 27,062,560 )

Stock based compensation

( 1,437,954 )

Balance at June 30, 2022

$ ( 28,500,514 )

Preferred Stock

Balance at January 1, 2021

1 unchanged sentence

Stock based compensation

Common stock issued for

the exercise of Warrants

Common stock issued for the exercise of Warrants

( 1,099,857 )

2 unchanged sentences

( 21,728,463 )

Stock based compensation

Common stock issued for the exercise of warrants – related party

Balance at June 30, 2021

$ ( 22,394,599 )

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

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Three

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

8 unchanged sentences

Prepaid expenses and other current assets

( 1,220,881 )

Other long-term assets

Accounts payable

Accrued expenses – related party

Other accrued liabilities

Net cash used in operating activities

( 1,279,545 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

Net cash used by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

3 unchanged sentences

Proceeds from exercise of warrants

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net change in cash

6 unchanged sentences

and Subsidiaries

to the Consolidated Financial Statements

to the Unaudited Consolidated Financial Statements

1 – BACKGROUND

2 unchanged sentences

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.

Company provides integrated financial and transaction processing services (“Fintech Services”) to businesses throughout the

21 unchanged sentences

subsidiary have been nominal when compared to the overall business.

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 cryptocurrency-related lending and transactional business.

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

Cryptocurrency

8 unchanged sentences

on the date of grant) at an exercise price of $ 0.0001 per share.

The natural gas is being used in connection with the Company’s,

newly launched, cryptocurrency mining business.

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

Company generates its revenue through two business segments its Fintech Services and Cryptocurrency Business segments.

The natural gas is being used in connection with theCryptocurrency

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.

January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International

15 unchanged sentences

to get vaccinated, if possible.

At March 31, 2022, most employees were no longer working remotely and had returned to the office.

At June 30, 2022, all employees were no longer working remotely and had returned to the office.

the Company continues to monitor and follow the advice of federal and state authorities.

8 unchanged sentences

believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the

three month period ending March 31, 2022 and not necessarily indicative of the results to be expected for the full year ending December

six month period ending June 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December

These unaudited financial statements should be read in conjunction with the financial statements and related notes included

13 unchanged sentences

reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements

for the three months ended March 31, 2022.

for the three and six months ended June 30, 2022.

Concentration

4 unchanged sentences

Insurance Corporation insurable amount (“FDIC”).

As of March 31, 2022, the Company had $ 2,831,494 of cash in excess

of the FDIC’s $ 250,000 insurance limit.

As of June 30, 2022, the Company had $ 2,532,815 of cash in excess of

the FDIC’s $ 250,000 insurance limit.

segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the

2 unchanged sentences

Our chief operating decision–making group is composed of the Chief Executive Officer and

Vice President.

The Company has two operating segments as of March 31, 2022.

Vice President - Finance.

The Company has two operating segments as of June 30, 2022.

See Note 13, “Segment Information”.

5 unchanged sentences

The weighted average number of common shares for

the year ended March 31, 2022 and 2021 does not include warrants to acquire 8,563,127 and 2,368,978 shares of common stock, respectively,

because of their anti-dilutive effect.

The weighted average number of common shares for the three months ended March 31, 2022 and 2021

does not include 779,029 and 11,112 options, respectively, to purchase common stock because of their anti-dilutive effect.

the six months ended June 30, 2022 and 2021 does not include warrants to acquire up to 8,563,127 and 2,368,978 shares of common stock,

respectively, because of their anti-dilutive effect.

The weighted average number of common shares for the six months ended June 30, 2022

and 2021 does not include up to 779,029 and 11,112 options, respectively, to purchase common stock because of their anti-dilutive effect.

receivable represent contractual residual payments due from the Company’s processing partners or other customers.

4 unchanged sentences

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 March 31, 2022 and December 31, 2021, respectively.

however, CrowdPay has a recorded an allowance of approximately $ 0 and $ 38,000 as of June 30, 2022 and December 31, 2021, respectively.

for Chargeback Losses

23 unchanged sentences

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

the Three Months Ended

For the Three Months Ended

For the Six Months Ended

Revenue from contracts with customers:

2 unchanged sentences

Other transaction and processing fees

Cryptocurrency mining

Cryptocurrency mining fees

Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”).

1 unchanged sentence

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

Allocation of the transaction

price to the performance obligations in the contract;

Recognition of revenue

when or as the performance obligations are satisfied.

Identification

of a contract with a customer;

Identification

of the performance obligations in the contract;

Determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

of revenue when or as the performance obligations are satisfied.

is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration

78 unchanged sentences

3 – LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2022, the Company had cash of approximately

$ 3.6 million and working capital of approximately $ 2.8 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 consolidated financial statements

June 30, 2022, the Company had cash of approximately $ 3.6 million and working capital of approximately $ 2.8 million.

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 consolidated financial statements are issued.

4 – INTANGIBLE ASSETS

11 unchanged sentences

Less accumulated amortization

( 1,428,571 )

Net CBD merchant portfolio

Exclusive agreement to purchase

Exclusive agreement to purchase natural gas

Less accumulated amortization

Net mineral rights

Total intangible assets,

Amortization expense for the three months ended

March 31, 2022 and 2021 was $ 995,069 and $ 215,904 , respectively.

Total intangible assets, net

expense for the three months ended June 30, 2022 and 2021 was $ 903,353 and $ 215,903 , respectively.

expense for the six months ended June 30, 2022 and 2021 was $ 1,901,943 and $ 431,807 , respectively.

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

1 unchanged sentence

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

weighted average remaining useful life of amortizing intangible assets was 5.95 years at March 31, 2022.

2022 (six months)

weighted average remaining useful life of amortizing intangible assets was 5.70 years at June 30, 2022.

5 – PROPERTY AND EQUIPMENT

13 unchanged sentences

the disposition included as income.

Assets stated

at cost, less accumulated depreciation consisted of the following:

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

Furniture and Fixtures

7 unchanged sentences

Property and Equipment, net

Depreciation expense for the three months ended

March 31, 2022 and 2021 was $ 895,277 and $ 3,521 , respectively.

Depreciation expense for the six months ended

June 30, 2022 and 2021 was $ 1,601,292 and $ 7,042 , respectively.

6 – NOTE PAYABLE

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 “Purchased Assets”).

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.

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 funds.

During the three months ended March 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

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.

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 “Purchased Assets”).

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

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.

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.

six months ended June 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.

7 – STOCK OPTIONS

summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2022 is presented

summary of the status of the Company’s outstanding stock options and changes during the six months ended June 30, 2022 is presented

Stock Options

1 unchanged sentence

Options outstanding December 31, 2021

Options outstanding March 31, 2022

Shares exercisable at March 31, 2022

summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2022 is presented

Options outstanding June 30, 2022

Shares exercisable at June 30, 2022

summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2022 is presented

Outstanding, December 31, 2020

2 unchanged sentences

Warrant B Exercised

Underwriter Warrant

Underwriter Warrant Exercised

( 1,176,364 )

Outstanding, December 31, 2021

Underwriter Warrant

Underwriter Warrant Exercised

( 1,400,000 )

Outstanding, March 31, 2022

Outstanding, June 30, 2022

9 – OPERATING LEASES

22 unchanged sentences

The total rent for the entire lease term of the Leases is $ 250,00 and $ 8,768 is payable as a security deposit.

Sheet Classification

Balance Sheet Classification

Operating lease asset

Right of use asset

Total lease asset

1 unchanged sentence

Current operating lease liability

Operating lease liability

– noncurrent portion

Long-term operating

lease liability

Operating lease liability – noncurrent portion

Long-term operating lease liability

Total lease liability

obligations at March 31, 2022 consisted of the following:

the year ended December 31:

obligations at June 30, 2022 consisted of the following:

For the year ended December 31:

2022 (six months)

Total payments

Amount representing

Amount representing interest

Lease obligation, net

Less current portion

Lease obligation –

expense for the three months ended March 31, 2022 and 2021, was $ 42,409 and $ 24,909 , respectively.

Lease obligation – long term

expense for the three months ended June 30, 2022 and 2021, was $ 52,572 and $ 24,908 , respectively.

expense for the six months ended June 30, 2022 and 2021, was $ 94,984 and $ 49,817 , respectively.

10 - COMMON STOCK

1 unchanged sentence

11 – PREFERRED STOCK

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.

4,633 shares of preferred stock are currently issued

and outstanding.

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.

A Preferred Stock

24 unchanged sentences

share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends

In the event of a liquidation, dissolution or winding up of the Company (which include,s any merger, reorganization, sale of

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

4 unchanged sentences

January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

Ignition”) whereby the Company would purchase 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 price between the parties and not for accounting purposes.

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.

Ignition is a web-based crowdfunding software system.

18 unchanged sentences

role as the Company’s Vice President, Finance unless terminated or upon his resignation.

The Yakov Agreement increases Mr.

Yakov’s base salary to $750,000

and he will continue to be eligible for insurance coverages and benefits available to the Company’s employees pursuant to the terms

of such plans.

Yakov also received a $490,000 bonus for acquisitions closed by the Company in 2020 and 2021 and he will be eligible

to receive an acquisition bonus equal to two percent (2%) of the gross purchase price paid in connection with a future acquisition.

Yakov shall be eligible to receive an annual bonus of Three Hundred Thousand Dollars ($300,000) based on performance criteria established

by the Board.

Yakov Agreement increases Mr.

Yakov’s base salary to $750,000 and he will continue to be eligible for insurance coverages and benefits

available to the Company’s employees pursuant to the terms of such plans.

Yakov also received a $490,000 bonus for acquisitions

closed by the Company in 2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross

purchase price paid in connection with a future acquisition.

Yakov shall be eligible to receive an annual bonus of Three Hundred

Thousand Dollars ($300,000) based on performance criteria established by the Board.

In addition, on an annual basis, Mr.

Yakov shall receive options to purchase up to 200,000 shares of common stock of the

Company at an exercise price of $0.001 per share.

The Company’s existing option plan will need to be amended to increase the number

of available shares before the options to Mr.

receive options to purchase up to 200,000 shares of common stock of the Company at an exercise price of $0.001 per share.

The Company’s

existing option plan will need to be amended to increase the number of available shares before the options to Mr.

Yakov can be granted.

5 unchanged sentences

amount of his base salary through the termination date and all bonuses earned through the termination date.

The Smith Agreement increases Mr.

Smith’s base salary to $350,000.00

and he will continue to be eligible for insurance coverages and benefits available to the Company’s employees pursuant to the terms

of such plans.

Smith shall be eligible to receive an annual bonus of One Hundred Fifty Thousand Dollars ($150,000) based on performance

criteria established by the Committee.

Smith Agreement increases Mr.

Smith’s base salary to $350,000 and he will continue to be eligible for insurance coverages and benefits

available to the Company’s employees pursuant to the terms of such plans.

Smith shall be eligible to receive an annual bonus

of One Hundred Fifty Thousand Dollars ($150,000) based on performance criteria established by the Committee.

In addition, Mr.

Smith shall receive options (the “Options”) to purchase up to 275,000

shares of common stock of the Company at an exercise price of $0.001 per share.

The Options vest equally over five years at the rate of

one-fifth (1/5 th ) beginning on the anniversary of the Effective Date of the Agreement.

The Company’s existing option

plan will need to be amended to increase the number of available shares before the options to Mr.

receive options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.001

The Options vest equally over five years at the rate of one-fifth (1/5 th ) beginning on the anniversary of the Effective

Date of the Agreement.

The Company’s existing option plan will need to be amended to increase the number of available shares before

the options to Mr.

Smith can be granted.

5 unchanged sentences

amount of his base salary through the termination date and all bonuses earned through the termination date.

Company had an adverse litigation judgment against it during the fiscal year which included damages and attorney fees in favor of the

The Company has appealed the judgment of both the award of damages and attorney fees.

The timeline for a ruling on the appeal

The Company believes that it has sufficient grounds to prevail on its appeal.

As the amount of the judgement is known the

Company has accounted for it as an accrued expense.

The Company had an adverse litigation judgment against it during the

fiscal year relating to, among other things, a breach of contract claim, which included damages and attorney fees in favor of the Plaintiff.

The Company appealed the judgment of both the award of damages and attorney fees and it prevailed in July 2022 when the case was remanded

As a result, the accrued expense related to the damage award has been eliminated.

14 - SEGMENTS

7 unchanged sentences

following tables details revenue, operating expenses, and assets for the Company’s reportable segments for the three months ended

March 31, 2022.

For the Three

June 30, 2022.

For the Three Months ended

For the Six Months ended

Reportable segment revenue:

3 unchanged sentences

Total Assets:

Cryptocurrency

Cryptocurrency mining

Fintech services

15 – SUBSEQUENT EVENTS

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

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.

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

What changed 10-Q

Item 1. Financial Statements