What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-15 compared with 2023-03-30 · 974 added, 721 removed, 481 unchanged (78% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID # 6258 ) F-2

Report of Independent Registered Public Accounting Firm (PCAOB ID # 229) F-4

Consolidated Balance Sheets at December 31, 2022 and 2021 F-5

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Notes to the Consolidated Financial Statements F-9

Report of Independent Registered Public

Accounting Firm

Report of Independent Registered Public Accounting

of Directors and Shareholders

OLB Group, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of The OLB Group, Inc.

as of December 31, 2023, and the related consolidated

statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of The OLB Group, Inc.

as of December 31, 2023, and the results of its operations and its cash flows for the year

then ended in conformity accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to The OLB Group, Inc.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Based Compensation (Note 9)

the year ended December 31, 2023, the Company was to grant stock options to their CEO, Ronny Yakov, to purchase 200,000 shares of common

stock pursuant to the terms of his employment agreement, however, there were delays that resulted in the options being issued and then

exercised subsequent to December 31, 2023.

As a result of the delay, the Company failed to initially capture the option grant in their

Upon discovery of this oversight the Company used the Black Scholes Merton option pricing model to calculate the grant date fair

value of the aware which required a number of inputs based on management’s estimates.

order to audit the grant date fair value for Mr.

Yakov’s option grant we had to review the specific terms of the award and had

to review the Company’s calculation of fair value and determine the reasonableness of each input into the calculation, which included

a determination of the grant date, along with estimates of expected life and volatility.

during our audit we had to test the reasonableness of the stock-based compensation recorded by the Company and noted that in addition

to the value captured for Mr.

Yakov’s options it included amounts the Company had to capture related to options granted in prior

years due to compensation expense being recognized over service periods and/or based on the expected timing of a performance, market,

or service condition being met.

To audit this amount we had to obtain support for options issued as far back as 2018 and review the terms

and valuations of all grants.

testing the Company’s stock-based compensation was challenging, time consuming, and there was subjectivity involved with complex

auditor judgment due to the estimates that had to be tested, all of which resulted in significant audit effort.

As a result of our audit

procedures adjustments were recorded to ensure recorded equity and expense amounts were reasonable.

Combination (Note 7)

the year ended December 31, 2023, the Company entered into a Membership Interest Purchase Agreement that was accounted as a business

combination under ASC 805 which required the Company to determine the fair market value of assets acquired, liabilities assumed, and

the non-controlling interest.

this disclosure was considered material to the financial statements, we identified a risk of material misstatement related to this transaction.

In order to audit the Company’s business combination, we reviewed managements analysis of the transaction, obtained an understanding

of all aspects of the transaction, and completed our own detailed analysis of the accounting literature governing business combinations

to ensure the accounting treatment was reasonable.

We also reviewed the reasonableness of the fair value estimates for all recorded amounts.

to the extensive analysis of the transaction as well as the judgment and subjectivity that was involved in applying audit procedures

there was significant audit effort required to ensure the transaction was properly accounted for.

Mining Transactions (Note 2)

Company’s operations and activities include bitcoin mining and the exchange of bitcoin for U.S.

dollars and such transactions have

inherent audit complexities associated with them.

The Company has entered into a third-party subscription agreement to monitor their

bitcoin activity and has entered into a digital asset mining pool contract with a third-party to provide computing power in exchange

for earning bitcoin.

The Company has used significant judgment to determine its accounting for its bitcoin mining revenue and it took

significant time, effort, and subjectivity during our audit to ensure revenue and exchange transactions were properly stated.

order to test the Company’s recognition of revenue we obtained a detailed understanding of the Company’s operations and its

third party-contracts and arrangements.

We evaluated the Company’s compliance with accounting standards and we completed detailed

testing to ensure we could rely on third party reports.

We corroborated recorded transactions with data recorded on public blockchain

networks and we independently calculated the value of bitcoin received to ensure recorded revenue amounts were reasonable.

We also independently

calculated the gain/loss on all exchanges of bitcoin for U.S.

dollars to ensure amounts were accurately recorded in accordance with the

Company’s policies and procedures.

We ensured all bitcoin transactions were reasonably recorded and ensured the Company’s

disclosures in their financial statements regarding such were adequate.

Assets and Goodwill Impairment (Note 2 and Note 4)

Company evaluates for impairment of intangible assets by first evaluating for impairment indicators, which requires significant judgment,

and then by completing a recoverability test to compare the carrying value of each asset with the sum of the undiscounted cash flows

expected to result from the use and eventual disposition of the assets, which can depend on estimates and assumptions.

If the carrying

amount is in excess of the undiscounted cash flows the Company calculates a fair value for the asset, which can also be based on subjectivity,

estimates, and judgments, and ensures the carrying amount is not in excess of its fair value.

Company evaluates goodwill for impairment at least annually at the reporting unit level and compares the carrying amount of goodwill

to its fair value.

Accordingly, the Company has to use significant judgment, assumptions, and subjectivity to determine it reporting

units and the fair value of their goodwill.

As of December 31, 2023 the Company engaged a valuation specialist to assist with the fair

value calculations.

our audit we identified potential impairment as a risk of material misstatement, as the intangible assets and goodwill values had balances

and disclosures that were material to the financial statements.

In order to test the Company’s intangible asset for impairment,

we had to analyze each material intangible asset and use significant auditor judgment and subjectivity to review impairment indicators

based on Company operations and the nature of the intangible assets, review undiscounted cash flow amounts where we noted no significant

amounts that were necessary to test, and had to test fair value amounts by obtaining third party market data, which required significant

audit effort.

order to test the Company’s goodwill impairment, we had to use significant auditor judgement to gain comfort in the Company’s

reporting unit(s) by completing an overall analysis of the Company’s business and operations.

We also had to gain comfort with

the expertise and experience of the third-party valuation expert and review the techniques and valuation approach used by the expert

for reasonableness.

Lastly, we reviewed all inputs and/or underlying data used by the valuation expert to ensure the fair value associated

with the goodwill was reasonable.

and Equipment (Note 5)

the year ended December 31, 2023 the Company incurred significant costs related to the build out of their bitcoin mining warehouse and

an audit risk was identified related to the value and recoverability of their assets.

Significant audit effort was required to ensure

the property and equipment was recorded properly, that depreciation expense was reasonable, and that asset values were recoverable.

our audit we had to obtain sufficient corroborating evidence regarding the timing of asset receipt and the assets existence at the reporting

We also had to recalculate all depreciation amounts and complete a detailed impairment analysis which required auditor subjectivity.

We ensured the Company’s property and equipment was reasonably stated at its recoverable value and ensured the disclosures for

such were accurate.

Mac Accounting Group & CPAs, LLP

have served as The OLB Group Inc.’s auditor since 2023.

Report of Independent Registered Public Accounting

To the Board of Directors and Stockholders

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balance sheet of The OLB Group, Inc.

(the “Company”) at December 31, 2022 and 2021, and the related consolidated statements

operations, stockholders’ equity and cash flows for each of the two years in the periods ended December 31, 2022 and 2021, and the

related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash

flows for each of the two years in the period ended December 31, 2022 and 2021, in conformity with accounting principles generally accepted

in the United States of America.

Emphasis of Matter

As discussed in Note 2, the accompanying consolidated

financial statements at and for the year ended December 31, 2021 have been revised.

(the “Company”) at December 31, 2022, and the related consolidated statements operations,

stockholders’ equity and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the

financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company at December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

These consolidated financial statements are

the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain

an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

Our audit included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

3 unchanged sentences

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is

a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions

on the critical audit matter or on the accounts or disclosures to which they relate.

Continued from previous page

Intangible Assets

Impairment Assessments

As described in Notes

2 and 4 to the consolidated financial statements, the Company has goodwill and intangible assets of $27.2 million at December 31, 2022.

In most cases, no directly observable market inputs are available to measure the fair value to determine if the asset is impaired.

an estimate is derived indirectly and is based on net present value techniques utilizing post-tax cash flows and discount rates.

The estimates

that management used in calculating the net present values depend on assumptions specific to the nature of the management service activities

with regard to the amount and timing of projected future cash flows;

The critical audit matter communicated below

is a matter arising from the audit of the December 31, 2022 financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate

opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Intangible Assets Impairment Assessments

As described in Notes 2 and 4 to the consolidated

financial statements, the Company has goodwill and intangible assets of $27.2 million at December 31, 2022.

In most cases, no directly

observable market inputs are available to measure the fair value to determine if the asset is impaired.

Therefore, an estimate is derived

indirectly and is based on net present value techniques utilizing post-tax cash flows and discount rates.

The estimates that management

used in calculating the net present values depend on assumptions specific to the nature of the management service activities with regard

to the amount and timing of projected future cash flows;

long-term forecasts;

actions of competitors (competing services),

future tax and discount rates.

The principal considerations

for our determination that performing procedures relating to the intangible assets impairment assessment is a critical audit matter are

the significant judgment by management when developing the net present value of the intangible assets.

This in turn led to a high degree

of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related

to the amount and timing of projected future cash flows and the discount rate.

In addition, the audit effort involved the use of professionals

with specialized skill and knowledge.

Addressing the matter

involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial

These procedures included testing management’s process for developing the fair value estimate;

evaluating the appropriateness

of the net present value techniques;

actions of competitors (competing services), future tax

and discount rates.

The principal considerations for our determination

that performing procedures relating to the intangible assets impairment assessment is a critical audit matter are the significant judgment

by management when developing the net present value of the intangible assets.

This in turn led to a high degree of auditor judgment, subjectivity,

and effort in performing procedures and evaluating management’s significant assumptions related to the amount and timing of projected

future cash flows and the discount rate.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing

procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

procedures included testing management’s process for developing the fair value estimate;

evaluating the appropriateness of the net

present value techniques;

testing the completeness and accuracy of underlying data used in the model;

and evaluating the significant

assumptions used by management, including the amount and timing of projected future cash flows and the discount rate.

and evaluating the significant assumptions

used by management, including the amount and timing of projected future cash flows and the discount rate.

Evaluating management’s

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market and industry data, and whether these assumptions were consistent with evidence obtained in other areas of the audit.

/s/ Daszkal Bolton LLP

Daszkal Bolton LLP

We have served as the

Company’s auditor since 2020

Boca Raton, Florida

March 29, 2023

We served as the Company’s auditor from

2020 to March 2023

The OLB Group, Inc.

and Subsidiaries

Balance Sheets

2021 (Revised)

Consolidated Balance Sheets

Current Assets:

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Prepaid expenses

Other receivables

Investment in equity securities

Other current assets

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Merchant portfolio purchase installment obligation

Related party payable

Operating lease liability – current portion

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Stockholders’ Equity:

Preferred stock, $ 0.0001 par value, 1,000,000 shares authorized

Series A Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 1,021 and 4,633 shares issued and outstanding at December 31, 2022 and 2021, respectively

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 shares issued and outstanding at December 31, 2023 and 2022

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 December 31, 2023 and 2022, respectively

Treasury stock, at cost ( 126,272 shares)

Treasury stock, at cost, 126,172 shares at December 31, 2023 and 2022

Additional paid-in capital

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( 33,394,233 )

Total stockholders’ equity of The OLB Group and Subsidiaries

Noncontrolling interest

Total Stockholders’ Equity

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and Subsidiaries

Statements of Operations

Consolidated Statements of Operations

For the Years Ended

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Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

Digital product revenue

Total revenue

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Processing and servicing costs, excluding merchant portfolio amortization

Amortization and depreciation expense

Depreciation expense - cryptocurrency mining

Amortization expense

Depreciation expense

Salaries and wages

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General and administrative expenses

Impairment expense

Total operating expenses

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Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Gain on forgiveness of debt

Litigation expense

Total other income (expense)

Total other income

Net loss before income taxes

( 23,273,939 )

( 7,787,269 )

Income tax expense

( 23,273,939 )

( 7,787,269 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 23,180,663 )

( 7,787,269 )

Preferred dividends (related parties)

Net loss to common shareholders

Net Loss Applicable to Common Shareholders

$ ( 23,304,885 )

$ ( 8,189,172 )

Net loss per share, basic and diluted

Net loss per common share, basic and diluted

Weighted average shares outstanding, basic and diluted

The accompanying notes

are an integral part of these consolidated financial statements.

The accompanying notes are an integral part

of these consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Stockholders’

Consolidated Statements of Changes in Stockholders’

For the Years

Ended December 31, 2023 and 2022

Common Stock to

Preferred Stock

Non-Controlling

Balance at December 31, 2021

$ ( 25,606,964 )

Common stock issued for common control acquisitions

Common stock issued for exercise of warrants

Repurchase of shares

Conversion of preferred shares – related party

Preferred stock dividends (related party)

Stock-based compensation

Common stock issued exercise of warrants

– related party

Options issued for intangible assets

Common stock units issued for cash

Common stock issued for director

Common stock issued for exercise

Preferred stock dividends (related

( 7,787,269 )

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( 33,394,233 )

Common stock issued for accrued liabilities-related party

Preferred stock dividends-related party

Recognition of noncontrolling interest in acquisition

Stock-based compensation

Common stock issued for common control

Common stock issued for exercise

Repurchase of shares

Conversion of preferred shares –

related party

Preferred stock dividends (related

( 23,180,663 )

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$ ( 56,574,896 )

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes

are an integral part of these consolidated financial statements .

The OLB Group, Inc.

and Subsidiaries

Statements of Cash Flows

Consolidated Statements of Cash Flows

For the Years Ended

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$ ( 7,787,269 )

Adjustments to reconcile net loss to net cash used in operations:

Adjustments to reconcile net loss to net cash provided by and used in operations:

Non-cash mining revenue

Depreciation and amortization

Impairment expense

Stock based compensation

Common stock to be issued for services to Directors

Operating lease expense

Gain on forgiveness of debt

Operating lease expense, net of repayment

Unrealized gain on investment

Realized gain on sale of bitcoin

Changes in assets and liabilities:

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Accounts payable

Other accrued liabilities

Net cash (used in) operating activities

( 1,921,381 )

Accrued expenses

Net cash provided by (used in) operating activities

( 1,921,381 )

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( 1,562,361 )

Acquisition of intangible assets

( 16,065,001 )

Purchase of intangible assets

Purchase of 80.01 % interest in Cuentas SDI, LLC

Net cash used in investing activities

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CASH FLOWS FROM FINANCING ACTIVITIES:

Cash overdraft acquired in acquisition

Advances from related party

Proceeds from note payable

Payments on note payable

( 7,654,845 )

Proceeds from exercise of warrants

Proceeds from sale of common stock units

Proceeds from exercise of options – related party

Repayments on note payable

Cash used for acquisition of treasury stock

Net cash provided by financing activities

Net cash (used) provided by financing activities

Net change in cash

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Cash paid for:

Supplemental non-cash disclosure:

Establishment of ROU operating lease asset and related liability

Merchant portfolio purchase installment obligation

Options issued for acquisition of natural gas rights

Non-cash investing and financing transactions:

Common stock issued for accrued liabilities

Preferred stock dividends

Cancellation of operating leases

The accompanying notes are an integral part

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was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business

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

The Company generates its revenue through two business segments its Fintech Services and Bitcoin Mining Business segments.

Fintech Services:

1 unchanged sentence

transaction processing services (“Fintech Services”) to businesses throughout the United States.

Through its eVance Capital,

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.

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.

1 unchanged sentence

subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors.

Company’s eVance Capital, Inc subsidiary provides lending services to merchants processing with eVance, Inc.

CrowdPay.us, Inc.

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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.

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 allows customers

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.

1 unchanged sentence

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

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 Bitcoin Business and Fintech

Services business.

To date, the activities of this subsidiary have been nominal.

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 owns the platform of

Black011.com and the network serving over 31,000 convenience stores (“Bodegas”) in and around New York and New Jersey

(see Note 7).

The Company also provides ecommerce development

and consulting services on a project-by-project basis.

Cryptocurrency Mining Business:

Bitcoin 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

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 “CAI Options”).

The natural gas was being used in connection with the Cryptocurrency Business

prior to opening the Selmer, Tennessee location.

On November 22, 2022, Mr.

Ronny Yakov purchased

the CAI Options, in a privately negotiated transaction, for $ 700,000 using his personal funds.

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 December 31, 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.

The purpose of DMINT is to operate its business related to Bitcoin mining (“Bitcoin

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.

Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

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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.

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, Securus, CrowdPay, Omnisoft, OLBit and DMINT.

All significant

intercompany transactions and balances have been eliminated.

Correction of Immaterial Error

Subsequent to the initial issuance of the Company’s

2021 financial statements on March 28, 2022, management discovered it did not record the accrual for dividends on its Series A Preferred

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”)

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:

Balance sheet:

As Previously

December 31, 2021

Preferred dividend payable

Total liabilities

Additional paid-in capital

( 25,605,721 )

Total stockholders’ equity

$ ( 824,674 )

Statement of operations

As Previously

Year ended December 31, 2021

$ ( 4,978,358 )

Preferred stock dividends

Net loss allocable to common shareholders

( 4,978,358 )

( 5,534,318 )

Loss per share

Weighted average common shares outstanding

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.

Reclassifications

Certain reclassifications have been made to the

prior year financial information to conform to the presentation used in the financial statements for year ended December 31, 2022.

Certain reclassifications have been made to the prior year financial

information to conform to the presentation used in the financial statements for the year ended December 31, 2023.

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.

three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Quoted market prices available in active markets for identical

assets or liabilities as of the reporting date.

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.

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.

Concentration of Credit Risk

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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

As of December 31, 2022, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

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 December 31, 2023 and 2022, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

Operating Segments

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of December 31, 2023 and 2022.

See Note 15, “Segment Information”.

(see Note 17).

Stock-based Compensation

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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

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.

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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.

be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

Net Loss per Share

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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 years ended December 31, 2022 and 2021

does not include warrants to acquire 8,563,127 and 9,963,127 shares of common stock, respectively, because of their anti-dilutive effect.

The weighted average number of common shares for the year ended December 31, 2022 and 2021 does not include 2,362,321 and 772,362 options,

respectively, to purchase common stock because of their anti-dilutive effect.

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 years ended December 31, 2023 and 2022 does not

include warrants to acquire 8,563,127 shares of common stock because of their anti-dilutive effect.

average number of common shares for years ended December 31, 2023 and 2022, does not include 1,254,683 and 2,362,321 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.

The Company obtains bitcoin through our mining

activities, which is accounted for in connection with our revenue recognition policy.

The bitcoin 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 bitcoin is accounted for in accordance

with the first in first out method of accounting.

We do not amortize our bitcoin but assess the value for impairment as further discussed

in our impairment policy.

At December 31, 2023 and 2022, the carrying value

of the Company’s bitcoin was $ 312,565 and $ 1,030,183 , respectively.

As of December 31, 2023, the Company had 11.14 bitcoin on hand

which had a fair value of $ 470,633 based on the price of bitcoin of approximately $ 42,265 .

For the year ended December 31, 2023, we recorded

a realized gain on our bitcoin transactions of $ 288,584 .

We recorded no realized gains or losses on our bitcoin transactions for the year

ended December 31, 2022.

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.

Property and equipment is stated at cost and depreciated using the

straight-line method over the estimated useful lives of the assets.

Depreciation is calculated once the asset has been received and is

ready for its intended use, using half of the monthly depreciation in the first month and half of the monthly depreciation in the last

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 in the statement of operations.

Expenditures for repairs and maintenance are expensed as incurred.

The Company capitalizes

all capital assets utilizing the following criteria:

● All land acquisitions;.

● All buildings/facilities acquisitions

and new construction;

● Facility renovation and improvement projects costing more than $ 100,000 ;

● Land improvement and infrastructure projects costing more than $ 100,000 ,

● Equipment costing more than $ 3,000 with a useful life beyond a single reporting period (generally one year);

● Computer equipment costing more than $ 5,000 ;

● Construction in Progress (CIP) for capital projects with a budget in excess of $ 100,000

The estimated useful

lives for all the Company’s property and equipment are as follows:

Computer equipment

Office furniture

Buildings and improvements

Intangible Assets

The Company accounts

for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) Subtopic 350-30, Gen eral 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.

Included in intangible assets are merchant portfolios that are valued

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

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.

In accordance with ASC 360-10 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).

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.

During the year ended December 31, 2023, it was determined that the

Company’s mining equipment and intangible assets were impaired per our analysis completed in accordance with ASC 360-10, and all

was written down to fair value.

As a result, the Company recognized impairment expense of $ 12,902,788 which included a write down of $ 259,931

for mining equipment and a write down of $ 12,642,857 for intangible assets (see Note 4).

For the year ended December 31, 2022, no impairment

was recognized.

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.

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

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

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 December 31, 2023 and 2022.

A summary of goodwill as of December 31, 2023,

is as follows:

Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018

Acquisition of 80.01 % interest of Cuentas SDI, LLC on June 15, 2023 (see Note 7)

Goodwill balance as of December 31, 2023

Accounts Receivable

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and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the

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 December 31, 2022 and 2021, respectively.

Based on collection experience and periodic reviews of outstanding receivables, we have recorded an allowance for doubtful accounts

of $ 207,850 and $ 38,000 as of December 31, 2023 and 2022, respectively.

Reserve for Chargeback Losses

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such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve

Other Current Assets

Other current assets comprised of the following:

Cryptocurrency at cost

Investment in cryptocurrency-based fund

Other current assets

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

During the years ended December 31, 2023 and 2022 chargebacks have reduced recorded revenue amounts and no reserve for loss

has been recorded as of December 31, 2023 and 2022.

Revenue Recognition

The following table presents the Company’s

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For the Years Ended

Revenue from contracts with customers:

Wholesale contracts

Retail contracts

Other transaction and processing fees

Cryptocurrency mining fees

Total transactions and processing fees

The Company recognizes revenue under ASC 606, “Revenue from

Contracts with Customers” (“ASC 606”).

The Company determines revenue recognition through the following steps:

Transaction and processing fees from wholesale contracts

Transaction and processing fees from retail contracts

Other transaction and processing fees, revenue from monthly recurring subscriptions, and merchant

equipment rental and sales

Bitcoin mining revenue

Digital product revenue

Total revenue from contracts with customers

The Company recognizes revenue under ASC 606,

“Revenue from Contracts with Customers” (“ASC 606”).

The Company determines revenue recognition through the following

Identification of a contract with a customer;

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Determination of the transaction price;

Allocation of the transaction price to the performance obligations

in the contract;

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

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.

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

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.

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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.

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 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

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

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.

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for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant.

Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as

Merchant equipment sales and other

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

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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.

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

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.

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

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 than the fair value at contract inception or the time the Company

has earned the award from the pools.

The Company has entered into a contract with a digital asset mining

pool operator to provide computing power to a mining pool.

The contract is terminable at any time by either party and the Company’s

enforceable right to compensation only begins when the Company starts providing computing power to the mining pool operator.

for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily

calculates the hash rate provided by us to the mining pool as a percentage of total network hash rate, and other inputs.

We are entitled

to consideration even if a block is not successfully placed by the mining pool operator and receive daily earnings.

Our daily earnings

are recorded net of fees charged by the pool operator.

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

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 is net of digital asset transaction fees kept by the mining pool operator

and is noncash, in the form of bitcoin, which the Company measures at fair value on the date received which is not materially different

than the fair value at contract inception or time the Company has earned the award from the mining 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 December 31, 2022, the Company had 31.06 Bitcoin and the fair value

of the Company’s digital assets was $ 515,710 based on the price of Bitcoin being $ 16,603.67 .

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.

Adoption of this Exposure Draft in its current form would result in a charge

to retained earnings in the amount of approximately $ 514,500 .

Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the

mining pool operator provides the Company with confirmation of the consideration paid, at which time revenue is recognized..

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

As of December 31, 2023, customer deposits were $ 0 .

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

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, lease payments

are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting policy election.

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.

The Company accounts for income taxes under the

asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to

differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating

loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

A valuation allowance

is required to the extent any deferred tax assets may not be realizable.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

The amendments in ASU No.

intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each

reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors

about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes

during the reporting period.

The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including

interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not

yet been issued (or made available for issuance).

If an entity adopts the amendments in an interim period, it must adopt them as of the

beginning of the fiscal year that includes that interim period.

2023-08 requires a cumulative-effect adjustment to the opening

balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period

in which an entity adopts the amendments.

The Company has not yet adopted ASU No.

2023-08 and is currently evaluating the impact that

the adoption will have on the Company’s financial statement presentation and disclosures.

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 December 31, 2022, the Company

had cash of approximately $ 434,000 , accounts receivable of approximately $ 1,083,000 and bitcoin at cost of $ 1,030,000 (with the fair value of approximately $ 515,710 based on the price of

Bitcoin being $ 16,603.67 at December 31, 2022), and accounts

payable and accrued expenses of approximately $ 1,020,000 .

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 via issuances of indebtedness or equity 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.

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 December 31, 2023, the Company had cash of approximately

$ 180,000 , accounts receivable of approximately $ 467,000 , invested funds of almost $ 274,000 and bitcoin valued at $ 312,000 .

31, 2023 the Company has accounts payable and accrued expenses of approximately $ 4,544,000 .

To date, the Company has generated cash

flows from issuances of equity and indebtedness and during the year ended December 31, 2023 reported net cash provided by operating activities

in excess of $ 2,000,000 .

On February 16, 2024, The OLB Group, Inc.

“Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”)

to create an at-the-market equity program.

Under the Agreement, the Company may offer and sell its common stock, par value $ 0.0001 per

share, from time to time having an aggregate offering amount of up to $ 15,000,000 (the “Shares”) during the term of the Agreement

through Maxim, as sales agent (the “ATM Offering”).

The Company has agreed to pay Maxim a commission equal to 3.0 % of the

gross sales price from the sales of Shares pursuant to the Agreement.

In addition, the Company has agreed to reimburse Maxim for its costs

and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No.

333-255152) filed with the Securities

and Exchange Commission that was declared effective on May 3, 2021.

On February 20, 2024, the Company filed a prospectus supplement registering

up to $ 3,900,000 of Shares relating to the ATM Offering with the Securities and Exchange Commission.

In addition, the Company is in the process of

spinning off DMINT into a stand-alone entity.

It is expected that the spin-off will occur during the next twelve months.

the capital required to operate the Bitcoin Mining Segment will no longer be incurred by the Company.

Further, DMINT, as a stand-alone

entity, will look to raise capital following the spin-off through either an issuance of DMINT equity or loans against the DMINT assets,

which include the property in Selmer, Tennessee and the Bitcoin mining computers.

Further, during 2023, the Company paused any non-essential

spending on legal and consulting advisors in connection with OLBit’s State Money Transmission License and New York BitLicense applications

to focus on the Company’s payment processing business and Bitcoin mining business.

The Company does plan to restart the process

to apply for the licenses in late 2024 or 2025.

Therefore, expenses incurred during 2023 for the work are not expected to continue to

have an impact on the working capital of the Company.

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

Intangible assets consist of the following:

Merchant portfolios

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Net trade name

Acquired Merchant Portfolio

Merchant Portfolio

Less accumulated amortization

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Less accumulated amortization

( 1,087,489 )

Net mineral rights

Total intangible assets, net

Due to the ongoing litigation with FFS relating to a breach of contract

in connection with the Acquired Merchant Portfolio (see Note 15), the Company has written off the asset and recognized a $ 12,642,857 loss

on impairment for the year ended December 31, 2023.

Amortization expense for the years ended December

31, 2023 and 2022 was $ 4,172,117 and $ 3,664,488 , 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 Company’s merchant portfolio and

tradename are being amortized over respective useful lives of 7 and 5 years and 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:

The weighted average remaining useful life of

amortizing intangible assets was 5.20 years at December 31, 2022.

The weighted average remaining useful life of amortizing intangible

assets was 5.12 years at December 31, 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

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:

Property and equipment consisted of the following:

Furniture and fixtures

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Bitcoin mining equipment

Plant and Machinery

Construction in process

Less accumulated depreciation

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Property and Equipment, net

Depreciation expense

Depreciation expense for the years ended December

31, 2022 and 2021 was $ 3,204,246 and $ 649,310 , respectively.

During the year ended December 31, 2023 the Company

wrote off $ 524,965 worth of assets with a net book value of zero due to the assets no longer being in use and wrote off bitcoin mining

equipment no longer in use, recognizing a loss on impairment of $ 259,931 .

Depreciation expense for the years ended December 31, 2023 and

2022 was $ 2,560,015 and $ 3,204,246 , respectively.

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

The Company owns 165.27 units ( 1.11 %) of Node

Capital Token Opportunity Fund LP (the “Fund”) for which it paid an aggregate of $ 250,000 in August 2021.

The investment was

locked up for two years and a redemption can be made after the expiration of the lock up period with 90 days written notice.

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 years ended December 31, 2023 and 2022, the Company recognized an unrealized gain of $ 23,662 and $ 0 , respectively, and as of

December 31, 2023 and 2022, the investment in equity securities was $ 273,662 and $ 250,000 , respectively.

NOTE 7 – BUSINESS COMBINATIONS

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”) for a purchase price of $ 850,000 .

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.

The consolidated income statement

for the year ended December 31, 2023, includes $ 2,534,577 of revenue and $ 3,001,190 of expenses of Cuentas SDI, LLC from the date of acquisition

(June 15, 2023) through December 31, 2023 for a net loss of $ 466,613 .

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

Identified assets, liabilities, and noncontrolling interest

Property and equipment, net

Cash overdraft

Customer deposits

Accounts payable

Accrued expenses

Noncontrolling interest

Total identified assets, liabilities, and noncontrolling interest

Excess purchase price allocated to goodwill

the business combination taken place as of January 1, 2022 the Company would have recorded $ 8,061,429 in revenues and $ 195,192 in losses

for the year ended December 31, 2022 and would have recorded $ 4,541,090 in revenues and $ 138,459 in losses for the year ended December

NOTE 8 – NOTE PAYABLE

On April 8, 2018, eVance, Omnisoft, and CrowdPay,

(collectively, the “Borrowers”), entered into a term loan of $ 12,500,000 with GACP (the “Term Loan”) which obligations

are guaranteed by the Company (collectively with the Borrowers, the “Loan Parties”), under the Loan and Security Agreement

(the “Credit Agreement”).

On March 2, 2021, the Company transferred

cash in the amount of $ 7,712,256.28 to the Agent under the Credit Agreement (the “Prepayment”).

The Prepayment facilitated

the discharge in full of all of the obligations under the Credit Agreement.

In connection with the extinguishment of the obligations

under the Credit Agreement, 40,000 warrants to purchase Common Stock were cancelled.

On May 6, 2020, the Company received a Paycheck

Protection Program loan under the CARES Act for $ 236,231 (the “PPP Loan”).

The PPP Loan matures on May

7, 2022 and bears interest at 1 % per annum.

Monthly amortized principal and interest payments are deferred for 6 months after the

date of the agreement.

The Paycheck Protection Program provides that the use of PPP Loan proceeds were limited to certain

qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act.

received notice on October 11, 2021 that the $ 236,000 PPP Loan had been entirely forgiven resulting in the recognition of a gain on extinguishing

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.

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

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The collateral and interest rate are determined at the time the Company borrows the funds.

the year ended December 31, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”).

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

until the loan is repaid in full or it matures on March 1, 2025.

During the years ended December 31, 2023 and 2022 the Company made repayments

of $ 226,549 and $ 317,571 , respectively.

As of December 31, 2023 the note payable balance was $ 407,858 , of which $ 258,819 will be repaid

in the year ending December 31, 2024 and $ 149,039 will be repaid in the year ending December 31, 2025.

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 on the Company’s employment agreement with Mr.

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 in 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, 135.03 % volatility (expected volatility based on weighted-average historical volatility of the Company on the grant

date) 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

(expected volatility based on weighted-average historical volatility of the Company on the grant date) and expected life of the options

On November 22, 2022, Mr.

Ronny Yakov purchased the CAI Options, in a privately negotiated transaction, for $ 700,000

using his personal funds.

In January 2022, the Company entered into new

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they were entitled to stock options to purchase shares of common stock ( 200,000 – Mr.

Yakov (similar amount granted annually

during employment contract) and 275,000 – Mr.

Yakov (similar amount granted annually during

employment contract) and 275,000 – Mr.

Smith (granted only in 2022)).

The options had an exercise price of $ 0.001 per share.

Options of Mr.Yakov vested during the year, and options of Mr.

of Mr.Yakov vested during the year, and options of Mr.

Smith vested equally over five years.

However, as per 2020 Equity Incentive

Plan then in force, only 178,162 stock options remained authorized for issue on that date.

However, as per 2020 Equity Incentive Plan

then in force, only 178,162 stock options remained authorized for issue on that date.

Therefore only 178,162 stock options were considered

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$ 368,627 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.001 , 1.325 % risk

free rate, 125.9 % volatility (expected volatility based on weighted-average historical volatility of the Company on the grant date)

and expected life of the options of 4 years.

exercise price of $ 0.001 , 1.325 % risk free rate,

125.9 % volatility (expected volatility based on weighted-average historical volatility of the Company on the grant date) and expected

life of the options of 4 years.

On December 22, 2022 shareholders of the Company

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of common stock granted to Mr.

Yakov, 100,000 options immediately vested with an additional 50,000 vested on January 1, 2023, and

the remaining 50,000 vesting on January 1, 2024.

Yakov, 100,000 options immediately vested with an additional 50,000 vested on January 1, 2023, and the

remaining 50,000 vesting on January 1, 2024.

Yakov is entitled to a similar grant annually during his employment period.

have an exercise price of $ 0.01 per share.

The aggregate fair value of the options totaled $ 1,217,264 based on the Black Scholes

pricing model using the following estimates:

exercise price of $ 0.01 , risk free rates ranging from 3.9 % to 4.6 %, 118 % volatility

(expected volatility based on weighted-average historical volatility of the Company on the grant date) and expected life of the options

of ranging from 1 to 3 years.

The aggregate fair value of the options totaled $ 1,217,264 based on the Black Scholes pricing

model using the following estimates:

exercise price of $ 0.01 , risk free rates ranging from 3.9 % to 4.6 %, 118 % volatility (expected volatility

based on weighted-average historical volatility of the Company on the grant date) and expected life of the options of ranging from 1 to

Out of stock options to purchase 275,000 shares

of common stock granted to Mr.

Smith, 137,500 options immediately vested with an additional 68,750 vested on January 1, 2023, and

the remaining 68,750 vesting on January 1, 2024.

Smith, 137,500 options 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 $ 279,412 based on the Black Scholes pricing model using the the same estimates as stated above.

Modification of option contracts with 2 officers

The aggregate fair value of the options

totaled $ 279,412 based on the Black Scholes pricing model using the same estimates as stated above.

Modification of option contracts with two officers

of the Company in December 2022 resulted in total incremental compensation cost of $ 91,361 .

The fair value of all 2022 option issuances

is being recognized over the applicable vesting periods with a credit to additional paid in capital.

On January 3, 2023, 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.

The options have a one year vesting term and 50,000 vesting on January 1, 2025.

The options have an exercise price of $ 0.01

The aggregate fair value of the options totaled $ 541,999 based on the Black Scholes Merton pricing model using the

following estimates:

exercise price of $ 0.01 , 1.63 % risk free rate, 295 % volatility and expected life of the options of 10 years.

The fair value of the options was recognized over the vesting period with a credit to additional paid in capital.

During the year ended December 31, 2023, the option

granted to Mr.

Yakov on January 1, 2018 to purchase 6,667 shares of common stock expired;

therefore, the Company has shown those options as expired as of December 31, 2023.

A summary of the status of the Company’s

outstanding stock options and changes during the year ended December 31, 2022 is presented below:

outstanding stock options and changes during the years ended December 31, 2023 and 2022 is presented below:

Stock Options

Options outstanding on December 31, 2020

Options outstanding on December 31, 2021

Options outstanding on December 31, 2022

Options exercisable on December 31, 2022

Weighted-average grant-date fair value of options

Those nonvested at the beginning of the 2022 year

Those nonvested at the end of the 2022 year

Those that during the 2022 year were:

Granted (last year - $ 5.9 )

Weighted-average remaining contractual term of

options outstanding as at December 31, 2022 is 7.8 years.

Weighted-average remaining contractual term of options exercisable as at December

31, 2022 is 8.1 years.

Total compensation cost related to nonvested awards

not yet recognized as of December 31, 2022 amounted to $ 1,335,923 .

The weighted-average period over which it is expected to be recognized

is 4.3 years.

Options outstanding January 1, 2023

Options outstanding December 31, 2023

Shares exercisable at December 31, 2023

During the years ended December 31, 2023 and 2022

the Company recognized $ 727,758 and $ 624,683 , respectively, in stock-based compensation related to the above-mentioned options.

December 31, 2023 there was no unrecognized expense for the above-mentioned options and the weighted average contractual term of the options

outstanding and of the option exercisable were 6.2 and 5.7 years, respectively.

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.

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 years ended December 31, 2022 and 2023 is presented below:

Outstanding, December 31, 2021

Underwriter Warrants

Warrant A Exercised

Warrant B Exercised

Underwriter Warrant Exercised

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Outstanding, December 31, 2022

Underwriter Warrant Exercised

( 1,400,000 )

Warrants Exercised

Outstanding, December 31, 2023

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4,277 square feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400.

The term of the Lease is for thirty-nine

The term of the Lease was for thirty-nine

( 39 ) months commencing September 1, 2020.

The monthly base rent is $8,019 for the first twelve (12) months increasing thereafter

The total rent for the entire lease term is $315,044 and $8,768 is payable as a security deposit.

three months of rent will be abated so long as eVance is not in default of any portion of the Lease.

The monthly base rent was $ 8,019 for the first twelve (12) months increasing thereafter

The total rent for the entire lease term was $ 315,044 and $ 8,768 is payable as a security deposit.

three months of rent were abated as eVance was not in default of any portion of the Lease.

The lease has been extended on a month-to-month

basis with a base rent of $ 8,554 per month.

On January 11, 2022, DMINT entered into two leases

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Airport Authority multi-tenant building in Lafayette Township.

The Leases are each for a term of five years , ending on the later of the

The Leases were 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

The monthly base rent for “Cell 4”, comprising 6,000 square feet, is $ 2,500 per month.

The monthly base rent for “Cell 3”, comprising 4,000 square feet, was $ 1,667 per

The monthly base rent for “Cell 4”, comprising 6,000 square feet, was $ 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

Operating lease asset

Right of use asset

Total lease asset

Operating lease liability – current portion

Current operating lease liability

Operating lease liability – noncurrent portion

Long-term operating lease liability

Total lease liability

Lease obligations at December 31, 2022 consisted

of the following:

For the year ended December 31:

Total payments

Amount representing interest

Lease obligation, net

Less current portion

Lease obligation – long term

Rent expense for the years ended December 31,

2022 and 2021, was $ 171,723 and $ 106,201 , respectively.

lease term of the Leases was $ 250,000 and $ 8,768 was 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 was the final day DMINT occupied the property and all

operations were moved to the Selmer, Tennessee building owned by the Company.

expense for the years ended December 31, 2023 and 2022, was $ 212,448 and $ 171,723 , respectively.

Company has multiple short term rental arrangements that are not captured under ASC 842.

Those payments are expensed as incurred and included

in the total lease expense for each year.

As of December 31, 2023, there are no leases remaining

with a term in excess of one year.

NOTE 12 – COMMON STOCK

On August 18, 2021, the Company sold,

in a registered direct offering, units comprised of 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,

for total net proceeds of $ 6,100,000 .

On November 2, 2021, the Company entered into

a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Investors”)

pursuant to which the Company issued and sold, in a private placement (the “Private Placement”), (i) 1,969,091 shares (the

“Shares”) of common stock, along with warrants to purchase up to 7,121,819 shares of common stock, for total net proceeds

of approximately $22,918,000.

On January 2022, Armistice Capital, received

In January 2022, Armistice Capital, received 1,400,000

shares of common stock upon the exercise of 1,400,000 warrants at $ 0.0001 .

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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.

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

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Board at any time.

During the year ended December 31, 2022, 126,172 shares were repurchased

for $ 110,000 .

Refer to Note 14 for common stock issued to related

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Series A Preferred Stock

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.

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.

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 December 31, 2023 and 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.

The Series A Preferred Stockholders are entitled

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The Series A Preferred Stock holders may convert,

at their option, on or after the date on which the certain 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 of $ 9 .

The holders of Series A Preferred Stock are permitted to convert their shares of Series A Preferred Stock into

shares of common stock at such time as the Term Loan has already been repaid in full and there is no further outstanding obligations regarding

such indebtedness.

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

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.

Each holder of a share of Series A Preferred Stock

has 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 has full voting rights and powers equal to the voting rights and powers of the holders of common stock, and is entitled,

to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and is 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.

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

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NOTE 14 – RELATED PARTY TRANSACTIONS

On November 19, 2021, the company granted 10,800

shares of common stock to Alina Dulimof, Director, for services.

The shares were valued at $ 4.63 , the closing stock price on the date

of grant, for total non-cash stock compensation expense of $ 50,004 .

On November 19, 2021, the company granted 10,800

shares of common stock to Amir Sternhell, Director, for services.

The shares were valued at $ 4.63 , the closing stock price on the date

of grant, for total non-cash stock compensation expense of $ 50,004 .

On November 19, 2021, the company granted 14,039

shares of common stock to Ehud Ernst, Director, for services.

The shares were valued at $ 4.63 , the closing stock price on the date of

grant, for total non-cash stock compensation expense of $ 65,001 .

On January 3, 2022, the Company entered into

a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

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

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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.

On December 14, 2022,

Herzog converted 3,612 shares of Series A Preferred Stock together with $ 932,193 of accrued dividends into 504,910 shares of common

The Company is obliged to issue shares worth of

$ 165,000 to Directors for their service during the year ended December 31, 2022 – a provision for this compensation has been accrued

in the balance sheet as of December 31, 2022.

Crowd Ignition is a web-based crowdfunding software

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.

On December 14, 2022, Mr.

Herzog converted 3,612

shares of Series A Preferred Stock together with $ 932,193 of accrued dividends into 504,910 shares of common stock.

As of December 31, 2022, the Company was obligated

to issue shares worth of $ 165,000 to Directors for their service and a provision for this compensation was accrued in the balance sheet

as of December 31, 2022.

During the year ended December 31, 2023, the Company issued 41,322 shares of common stock to Alina Dulimof and

Amir Sternhell, Directors, and issued 53,719 shares of common stock to Ehud Ernst, Director, to extinguish the $ 165,000 liability.

shares were valued at $ 1.21 , the closing stock price on the date of grant.

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 and the Company recorded

other income in the consolidated statement of operations.

During December 2023, Mr.

Yakov made payments

on behalf of the company in the amount of $ 12,678 .

The amount is non-interest bearing and due on demand.

During the year ended December 31, 2023 and 2022,

the Company accrued $ 124,222 and $ 401,903 , respectively, for dividends on the Series A preferred stock held by Mr.

Yakov and Mr.

As of December 31, 2023 and 2022, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 418,606 and $ 294,384 , respectively.

Refer to Note 9 for options to purchase shares

of common stock issued to the CEO and shareholder.

of common stock issued to related parties.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

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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 (“FFS”) 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.

Company is engaged ongoing litigation with FFS relating to allegations of, among other things, breaches of contract in connection with

the Acquired Merchant Portfolio whereby FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio and the

Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio based on misrepresentations made about the

Acquired Merchant Portfolio and related fraud and other claims, which resulted in a termination of the bank processing agreement by Clear

Fork Bank (the “Bank”) and eventual termination of all payment processing business with the merchants.

In addition, in connection

with the litigation with FFS, the Company has also made a claim against the Bank for damages the Company suffered as a result of it having

to cease processing transactions for the merchants underlying the Acquired Merchant Portfolio.

The Bank has filed a counterclaim for fees

incurred by it in connection with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company.

However, the damages claimed have been materially reduced over time due to account balancing which was not completed at the time of the

counterclaim.

The litigations are currently in discovery and dates for trial are not yet finalized.

DMINT is currently in a contract dispute with a contractor.

Company has paid $ 100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability

of approximately $ 444,000 .

The Company has recorded just over $ 315,000 in accounts payable related to the matter.

The matter continues

to be in discovery;

however, the parties continue to discuss settlement.

The parties are working on a payment schedule but have been unable

to agree on terms to date.

NOTE 16 – INCOME TAX

Deferred taxes are provided on a liability method

whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and

deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported

amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion

of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred

tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts

of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Net deferred tax assets consist of the following

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$ ( 1,635,000 )

( 1,391,000 )

Meals and entertainment

Stock based compensation

Non deductible expenses

Non deductible expenses -legal fees

Other adjustments

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operating loss carryforwards may be limited in the event of a change in ownership.

A full Section 382 analysis has not been prepared

and NOLs could be subject to limitation under Section 382.

A full Section 382 analysis has not been prepared and

NOLs could be subject to limitation under Section 382.

NOTE 17 – 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 year ended December 31, 2022 and 2021.

For the Year ended

The Company applies ASC 280, Segment Reporting ,

in determining its reportable segments.

The Company has two reportable segments:

Bitcoin 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 table details revenue, operating

expenses, and assets for the Company’s reportable segments for the year ended December 31, 2022.

Reportable segment revenue:

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( 26,857,523 )

( 15,183,613 )

Segment profit

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( 8,715,769 )

( 6,104,387 )

Loss from operations

$ ( 8,397,996 )

$ ( 4,764,739 )

Total Assets:

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Fintech services

NOTE 16 – Quarterly Data - Unaudited

Revised Interim Financial Information

The following tables represent amounts previously

reported and revised as a result of the error associated with the accounting for our Series A Preferred Stock.

See Note 2 for additional

As Previously

March 31, 2022

Preferred dividend payable

Total liabilities

Additional paid-in capital

( 27,061,045 )

The following tables detail revenue, operating

expenses, and assets, liabilities and equity for the Company’s reportable segments for the year ended December 31, 2023.

Current Assets:

Accounts receivable, net

Prepaid expenses

Other receivables

Investment in equity securities

Other current assets

Total Current Assets

Other Assets:

Property and equipment, net

Intangible assets, net

Other long-term assets

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

Accrued expenses

Preferred dividend payable (related parties)

Merchant portfolio purchase installment obligation

Related party payable

Note payable – current portion

Due to/from intercompany

( 22,278,243 )

Total shareholders’ deficit

Total Current Liabilities

( 15,549,010 )

As Previously

June 30, 2022

Preferred dividend payable

Long Term Liabilities:

Notes payable, net of current portion

Operating lease liability – net of current portion

Total Liabilities

Additional paid-in capital

( 15,399,971 )

( 28,498,999 )

Total shareholders’ deficit

$ ( 1,102,654 )

As Previously

September 30, 2022

Preferred dividend payable

Total liabilities

Stockholders’ Equity:

Series A Preferred stock

Treasury stock

Additional paid-in capital

( 30,211,561 )

Total shareholders’ deficit

As Previously

Quarter ended March 31, 2022

$ ( 1,455,596 )

Preferred stock dividends

Net loss allocable to common shareholders

$ ( 1,455,596 )

$ ( 138,990 )

( 1,594,586 )

Loss per share

Weighted average common shares outstanding

Impact of correction of error - quarter

Impact of correction of error - year to date

As Previously

Quarter ended June 30, 2022

$ ( 1,437,954 )

$ ( 2,893,550 )

Preferred stock dividends

$ ( 277,980 )

Net loss allocable to common shareholders

Accumulated deficit

( 44,084,940 )

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( 56,574,896 )

Total stockholders’ equity

( 12,489,956 )

Noncontrolling interest

Total Stockholders’ Equity

( 12,489,956 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

Digital product revenue

Total revenue

Operating expenses:

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Salaries and wages

Professional fees

General and administrative expenses

Impairment expense

Total operating expenses

Loss from operations

( 17,467,880 )

Loss per share

Weighted average common shares outstanding

Impact of correction of error - quarter

Impact of correction of error - year to date

As Previously

Quarter ended September 30, 2022

( 6,010,142 )

( 23,478,022 )

Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Total other income

( 17,552,381 )

( 5,721,558 )

Preferred stock dividends

( 23,273,939 )

Net loss allocable to common shareholders

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 17,459,105 )

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( 23,180,663 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

$ ( 17,583,327 )

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$ ( 23,304,885 )

Loss per share

Weighted average common shares outstanding

NOTE 18 – MERCHANT PORTFOLIO PURCHASE

INSTALLMENT OBLIGATION

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.

Company management

has recognized a liability for the $ 2,000,000 contingent payment amount as of December 31, 2023 and 2022.

Legal proceedings regarding

this matter began in 2022 and have continued through 2023, see Note 15.

NOTE 19 – SUBSEQUENT EVENTS

On February 14, 2023, a shareholder reported

to the Company that is had incurred short swing profits of $ 114,654.46 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.

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.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure

On March 13, 2023,

The OLB Group, Inc.

(the “Company”) was informed by Daszkal Bolton LLP (“Daszkal”), the Company’s

independent registered public accounting firm, that it had completed a business combination agreement with CohnReznick LLP.

result of this transaction Daszkal will resign as the Company’s independent registered public accounting firm following its

filing of the Annual Report on Form 10-K for the year ended December 31, 2022 with the Securities and Exchange Commission.

Daszkal’s reports

on the Company’ financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were

not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended

December 31, 2021, and 2020, and the subsequent interim periods through November 14, 2022, there were (i) no disagreements (as described

in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between OLB and Daszkal on any matter of accounting principles or

practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Daszkal’s satisfaction, would

have caused Daszkal to make reference thereto in its reports on the financial statements for such years;

and (ii) no “reportable

events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Daszkal advised

the Company of material weaknesses in its internal control over financial reporting as of December 31, 2021 and 2020.

On March 28, 2023, the Company approved the engagement

of MAC Accounting Group, LLP (“MAC”) as the Company’s new independent registered public accounting firm, effective

following the Company’s filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

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 is

has the following material subsequent events to disclose in these financial statements.

January 24, 2024, Mr.

Yakov exercised options to purchase a total of 420,001 shares of common stock for total proceeds of $ 42 .

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 shares of common stock for total proceeds of $ 38 .

On April 8, 2024, the Company entered into Amendment

1 (the “Amendment”) to the Employment Agreement with Mr.

Yakov (the “Yakov Agreement”).

The Amendment corrected

a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance for Mr.

The Amendment

affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a per share

exercise price equal to One Cent ($ 0.01 ) and expire ten years after the date of grant.

Each Stock Option granted shall become exercisable

50 % upon the grant date, then 25 % upon each of the second and third anniversary of the date on which it is granted.

the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

Subsequent to December 31, 2023, Mr.

payments on behalf of the company in the amount of $ 182,150 .

The amount is non-interest bearing and due on demand.

and Disagreements with Accountants on Accounting and Financial Disclosure

On March 13, 2023, The OLB Group, Inc.

(the “Company”)

was informed by Daszkal Bolton LLP (“Daszkal”), the Company’s independent registered public accounting firm, that it

had completed a business combination agreement with CohnReznick LLP.

As a result of this transaction Daszkal will resign as the Company’s

independent registered public accounting firm following its filing of the Annual Report on Form 10-K for the year ended December 31, 2022

with the Securities and Exchange Commission.

Daszkal’s reports on the Company’

financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified

as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2021, and

2020, and the subsequent interim periods through November 14, 2022, there were (i) no disagreements (as described in Item 304(a)(1)(iv)

of Regulation S-K and the related instructions) between OLB and Daszkal on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which, if not resolved to Daszkal’s satisfaction, would have caused Daszkal

to make reference thereto in its reports on the financial statements for such years;

and (ii) no “reportable events” within

the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Daszkal advised the Company of material weaknesses in its internal

control over financial reporting as of December 31, 2021 and 2020.

March 28, 2023, the Company approved the engagement of MAC Accounting Group, LLP (“MAC”) as the Company’s new independent

registered public accounting firm, effective following the Company’s filing of its Annual Report on Form 10-K for the fiscal year

ended December 31, 2022.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data