What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-14 · 553 added, 561 removed, 537 unchanged (67% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

as of September 30, 2023 (unaudited) and December 31, 2022

as of March 31, 2024 (unaudited) and December 31, 2023

Condensed Consolidated Statements of Operations for

the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)

the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’

Equity for the Three and Nine Months Ended September 30, 2023, and 2022 (unaudited)

Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for

the Nine Months Ended September 30, 2023 and 2022 (unaudited)

Notes to the Condensed Consolidated

Financial Statements (unaudited)

the Three Months Ended March 31, 2024 and 2023 (unaudited)

Notes to the Condensed

Consolidated Financial Statements (unaudited)

The OLB Group, Inc.

and Subsidiaries

Balance Sheets

September 30,

Consolidated Balance Sheets

Current Assets:

1 unchanged sentence

Prepaid expenses

Other receivables

Investment in equity securities

Other current assets

3 unchanged sentences

Intangible assets, net

Operating lease right-of-use assets

Other long-term assets

2 unchanged sentences

Current Liabilities:

Cash overdraft

Accounts payable

Customer deposits

Accrued expenses

1 unchanged sentence

Merchant portfolio purchase installment obligation

Operating lease liability – current portion

Related party payable

Note payable – current portion

2 unchanged sentences

Notes payable, net of current portion

Operating lease liability – net of current portion

Total Liabilities

2 unchanged sentences

Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 1,021 and 4,633 shares issued and outstanding at December 31, 2022 and 2021, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 15,344,077 and 15,207,714 shares issued, 15,217,905 and 15,081,542 shares outstanding at September 30, 2023 and December 31, 2022, respectively

Treasury stock, 126,172 shares issued at September 30, 2023 and December 31, 2022

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, 1,810,200

and 1,534,408 shares issued, 1,797,583 and 1,521,791 shares outstanding at March 31, 2024 and December 31, 2023, respectively

Treasury stock, at cost, 12,617 shares at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

10 unchanged sentences

and Subsidiaries

Statements of Operations

Consolidated Statements of Operations

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

3 unchanged sentences

Processing and servicing costs, excluding merchant portfolio amortization

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Amortization expense

Depreciation expense

Salaries and wages

5 unchanged sentences

( 2,402,134 )

( 4,893,773 )

( 4,989,302 )

Other income (expense):

Realized gain (loss) on sale of cryptocurrency

Unrealized loss on investment

Other income (expense)

Realized gain (loss) on sale of bitcoin

Unrealized gain on investment

Interest expense

Total other income (expense)

2 unchanged sentences

( 2,615,405 )

( 5,089,798 )

( 4,606,112 )

Income tax expense

1 unchanged sentence

( 2,615,405 )

( 5,089,798 )

( 4,606,112 )

Net loss attributed to noncontrolling interest

2 unchanged sentences

( 2,615,405 )

( 5,008,411 )

( 4,606,112 )

Preferred dividends (related parties)

2 unchanged sentences

$ ( 2,646,035 )

$ ( 5,101,322 )

$ ( 5,027,715 )

Net loss per common share, basic and diluted

5 unchanged sentences

Consolidated Statements of Changes in Stockholders’

For the Three

and Nine Months ended September 30, 2023 and 2022

For the Three Months Ended March 31, 2024 and

Preferred Stock

Non-Controlling

Balance at December 31, 2023

1 unchanged sentence

$ ( 56,574,896 )

Common stock issued for director services

Preferred stock dividends

Common stock issued for exercise of options

Common stock sold for cash

Common stock issued to related parties for accrued liabilities

Preferred stock dividends-related party

Stock-based compensation

Adjustment for 10 for 1 reverse stock split

( 2,371,596 )

2 unchanged sentences

$ ( 109,988 )

Preferred stock dividends

Recognition of noncontrolling interest in acquisition

Net income (loss)

Balance at June 30, 2023

$ ( 58,946,492 )

Preferred stock dividends

Stock based compensation

( 1,801,738 )

( 1,884,850 )

Balance at September 30, 2023

$ ( 109,988 )

$ ( 38,402,644 )

Preferred Stock

1 unchanged sentence

$ ( 109,988 )

Stock based compensation

Common stock issued for common control acquisitions

Common stock issued for exercise of warrants

Preferred stock dividends (Revised)

$ ( 33,394,233 )

( 1,455,596 )

Balance at March 31, 2022 (Revised)

( 27,062,560 )

Common stock issued to related parties for accrued liabilities

Preferred stock dividends

Stock based compensation

Preferred stock dividends (Revised)

( 2,615,405 )

Balance at June 30, 2022 (Revised)

( 28,500,514 )

Stock based compensation

Preferred stock dividends (Revised)

( 1,712,562 )

Balance at March 31, 2023

$ ( 109,988 )

Balance at September 30, 2022 (Revised)

$ ( 36,009,638 )

3 unchanged sentences

and Subsidiaries

Statements of Cash Flows

For the Nine Months Ended

September 30,

Consolidated Statements

of Cash Flows

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock based compensation

Operating lease expense, net of repayment

Loss on sale of cryptocurrency

(Gain) loss on sale of bitcoin

Unrealized gain on investment

Changes in assets and liabilities:

Accounts receivable

( 1,228,529 )

Prepaid expenses and other current assets

( 1,349,516 )

Other long-term assets

Accounts payable

Customer deposits

Other accrued liabilities

Net cash provided by (used in) operating activities

( 1,028,510 )

Accrued expenses

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment

( 1,229,630 )

Purchase of 80.01 % interest in Cuentas SDI, LLC

Net cash used in investing activities

( 2,079,630 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash overdraft acquired in acquisition

Proceeds from note payable

Payments on note payable

Net cash (used in) provided by financing activities

Cash overdraft

Common stock sold for cash

Advances from related party

Proceeds from exercise of options – related party

Repayments on note payable

Net cash provided (used) by financing activities

Net change in cash

( 1,173,708 )

Cash – beginning of period

10 unchanged sentences

Notes to the Unaudited Consolidated Financial

September 30, 2023

March 31, 2024

NOTE 1 – BACKGROUND

2 unchanged sentences

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:

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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.

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.

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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.

To date, the activities of this subsidiary have

been nominal.

OmniSoft, Inc.

7 unchanged sentences

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 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”).

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

York and New Jersey (refer to Note 7).

The 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.

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.

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

On June 24, 2022, the Company formed DMINT Real

2 unchanged sentences

related to DMINT.

On November 22, 2022, Mr.

Ronny Yakov purchased

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

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

3 unchanged sentences

GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect

all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial

position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily

indicative of the results to be expected for the full year ending December 31, 2023.

These unaudited financial statements should be read

in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2022.

all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position,

results of operations and cash flows of the Company as of and for the three month period ending March 31, 2024 and not necessarily indicative

of the results to be expected for the full year ending December 31, 2024.

These unaudited financial statements should be read in conjunction

with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December

Use of Estimates

16 unchanged sentences

balances have been eliminated.

Reclassifications

Certain reclassifications have been made to the

prior year financial information to conform to the presentation used in the financial statements for the period ended March 31, 2024.

Fair Value of Financial Instruments

13 unchanged sentences

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 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.

Revision for Correction of Immaterial Error

Subsequent to the initial issuance of the Company’s

March 31, 2022 financial statements, management discovered it did not record the accrual for dividends on its Series A Preferred Stock.

The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per

share) of 12 % per annum.

In accordance with Staff Accounting Bulletin

99, “Materiality,” and SAB No.

108, “Considering the Effects of Prior Year Misstatements when

Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the error and determined that the related

impact did not materially misstate previously issued consolidated financial statements.

Although the Company concluded that the

misstatement was not material to its previously issued consolidated financial statements, the Company has determined it is appropriate

to adjust its previously issued consolidated financial statements to correct for the error in the context of comparative financial statements.

The following are the relevant line items from the Company’s consolidated financial statements which illustrate the effect

of the corrections to the periods presented:

Impact of correction of error - quarter

Impact of correction of error - year to date

As Previously

Quarter ended September 30, 2022

$ ( 1,712,562 )

$ ( 4,606,112 )

Preferred stock dividends

$ ( 416,940 )

Net loss allocable to common shareholders

$ ( 1,712,562 )

$ ( 138,990 )

$ ( 1,851,522 )

$ ( 4,606,112 )

$ ( 416,940 )

Loss per share

Weighted average common shares outstanding

Statement of Cash Flows

Nine Months Ended September 30, 2022

Supplemental non-cash disclosure:

Preferred stock dividends

$ ( 416,940 )

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

1 unchanged sentence

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 September 30, 2023 and December 31, 2022, the Company had no cash in excess of the FDIC’s $ 250,000 coverage

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 March 31, 2024 and December 31, 2023, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

Operating Segments

5 unchanged sentences

The Company has two operating segments as of

September 30, 2023 and December 31, 2022.

See Note 16, “Segment Information”.

March 31, 2024 and December 31, 2023.

(see Note 16).

Stock-Based Compensation

1 unchanged sentence

employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” ( “Topic

718) , which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of

the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied

any other conditions necessary to earn the right to benefit from the instruments.

Topic 718 also states that observable market prices

of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should

be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions.

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.

718” ) , which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair

value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service

and satisfied any other conditions necessary to earn the right to benefit from the instruments.

Topic 718 also states that observable

market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available,

should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions.

However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be

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

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net

loss by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per common share is computed

by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock

during the period.

The weighted average number of common shares for the nine months ended September 30, 2023 and 2022 does not include

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

average number of common shares for the nine months ended September 30, 2023 and 2022, does not include 1,254,683 and 774,586 options,

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

Basic net loss per share of common stock is computed

by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per common

share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares

of common stock during the period.

The weighted average number of common shares for the three months ended March 31, 2024 and 2023 does

not include warrants to acquire 856,313 shares of common stock because of their anti-dilutive effect.

The weighted average number of common

shares for three months ended March 31, 2024 and 2023, does not include 20,000 and 113,594 options, respectively, to purchase common stock

because of their anti-dilutive effect.

Investments in Equity Securities

2 unchanged sentences

value with changes in value recorded as unrealized gains and losses in current period operations.

Cryptocurrency

The Company obtains cryptocurrency through our

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

The cryptocurrency held is recorded as other

assets in the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance

with ASC 350, Intangibles-Goodwill and Other (“ASC 350”).

The use of cryptocurrencies is accounted for in accordance

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 cryptocurrency but assess the value for impairment as further

discussed in our impairment policy.

Impairment of cryptocurrency assets is tested

annually or more frequently if events or circumstances change.

At September 30, 2023, the Company had 4.36 Bitcoin and the fair value

of the Company’s digital assets was $ 117,585 based on the price of Bitcoin being $ 26,969 .

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

in our impairment policy.

At March 31, 2024 and December 31, 2023, the carrying

value of the Company’s bitcoin was $ 55,676 and $ 312,103 , respectively.

As of March 31, 2024, the Company had 0.13 bitcoin on hand

which had a fair value of $ 9,088 based on the price of bitcoin of approximately $ 69,908 .

For the three months ended March 31, 2024 and

2023, we recorded a realized gain (loss) on our bitcoin transactions of $ 225,229 and $( 327,925 ), respectively.

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

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

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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

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.

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).

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.

The Company recorded no impairment expense for the three months ended

March 31, 2024 and 2023.

The Company accounts for business combinations

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Simplifying the Test for Goodwill Impairment , the Company performed a quantitative assessment of indefinite-lived intangibles

and goodwill and determined there was no impairment at September 30, 2023 and December 31, 2022.

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

December 31, 2022

80.01 % acquisition of Cuentas SDI, LLC

September 30, 2023

and goodwill and determined there was no impairment at December 31, 2023.

A summary of goodwill as of March 31, 2024, is

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 March 31, 2024

Accounts Receivable

3 unchanged sentences

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 allowance of approximately $ 38,000 and $ 38,000 as of September 30, 2023 and December 31, 2022, respectively.

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

of $ 207,850 and $ 207,850 as of March 31, 2024 and December 31, 2023, respectively.

Reserve for Chargeback Losses

9 unchanged sentences

and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly.

Other Current Assets

Other current assets comprised of the following:

September 30,

Cryptocurrency

Investment in cryptocurrency-based fund

Other current assets

the three months ended March 31, 2024 and 2023 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of March 31, 2024 and December 31, 2023.

Revenue Recognition

2 unchanged sentences

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Transaction and processing fees from wholesale contracts

1 unchanged sentence

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

Cryptocurrency mining revenues

Bitcoin mining revenue

Digital product revenue

62 unchanged sentences

Monthly recurring subscriptions

The Company generates recurring

revenue through monthly subscriptions for software services.

This service is provided based on an agreement with the customer

regarding software services.

Performance obligations are promises in a contract to a customer.

In the subscription

model, each billing period represents a performance obligation.

The transaction price is the amount of consideration the company

expects to receive in exchange for transferring goods or services.

For recurring revenue, this is the subscription fee.

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.

Company generates recurring revenue through monthly subscriptions for software services.

This service is provided based on an

agreement with the customer regarding software services.

Performance obligations are promises in a contract to a

In the subscription model, each billing period represents a performance obligation.

The transaction price is

the amount of consideration the Company expects to receive in exchange for transferring goods or services.

For recurring

revenue, this is the subscription fee.

The Company allocates to the performance obligated based on the selling price for the

subscription.

If the criteria for recognizing revenue over time are met, revenue is recognized over the period of

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.

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.

In exchange 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

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

3 unchanged sentences

with mining pool operators.

The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures

at fair value on the date received, which is not materially different from the fair value at contract inception or the time the Company

has earned the award from the pools.

The consideration is all variable.

Because it is not probable that a significant reversal of cumulative

revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first

to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

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

There is no significant financing component in these transactions.

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recorded as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom

As of September 30, 2023, customer deposits were $ 0 .

As of March 31, 2024, customer deposits were $ 0 .

The Company determines whether an arrangement

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For leases with a term of 12 months

or less, any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the Company’s

consolidated balance sheet as an accounting policy election.

or less, lease payments are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting

policy election.

Leases qualifying for the short-term lease exception were insignificant.

Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the

measurement of right of use assets and operating lease liabilities.

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

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.

In December 2023, the FASB issued ASU No.

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

Accounting for and Disclosure of Crypto Assets.

The amendments

2023-08 are 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 September 30, 2023, the Company had cash of approximately

$ 88,000 , accounts receivable of approximately $ 2,312,000 and bitcoin valued at $ 123,000 , and accounts payable and accrued expenses of

approximately $ 3,193,000 .

To date, the Company has generated cash flows from issuances of equity and indebtedness.

Management believes that its current available

resources will be sufficient to fund the Company’s planned expenditures over the next 12 months.

However, management recognizes

that it may be required to obtain additional resources to successfully execute its business plans.

No assurances can be given that management

will be successful in raising additional capital, if needed, or on acceptable terms.

These financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary

should the Company determine it shall be unable to continue as a going concern.

The Company’s unaudited 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 March 31, 2024, the Company had cash of approximately

$ 3,300 , accounts receivable of approximately $ 207,000 , invested funds of approximately $ 548,000 and bitcoin valued at $ 56,000 .

31, 2024 the Company has a cash overdraft, accounts payable and accrued expenses of approximately $ 4,130,000 .

There is also a note

payable of approximately $ 371,000 , a related party payable of approximately $ 195,000 and preferred dividend due of approximately $ 450,000 .

To date, the Company has generated cash flows from operations, issuances of equity and indebtedness and during the period ended March

31, 2024 reported net cash used by operating activities of approximately $ 424,700 .

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, along with

potential funds to be received from the ATM Offering, will be sufficient to fund the Company’s planned expenditures over the next

However, management recognizes that it may be required to obtain additional resources to successfully execute its business

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

September 30,

Intangible assets consist of the following:

Merchant portfolios

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Net residual portfolios

September 30,

Less accumulated amortization

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Net trade name

September 30,

Merchant Portfolio

Less accumulated amortization

( 4,190,476 )

( 2,476,191 )

Net trade name

September 30,

Exclusive agreement to purchase natural gas

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( 1,199,987 )

( 1,087,489 )

Net mineral rights

Total intangible assets, net

Amortization expense for the nine months ended

September 30, 2023 and 2022 was $ 2,699,493 and $ 2,794,731 , respectively.

The Company’s merchant portfolios and tradename

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

The Company’s agreement to purchase natural

gas is being amortized over the useful life of 10 years.

Amortization expense for the three months ended

March 31, 2024 and 2023 was $ 190,961 and $ 899,831 , respectively.

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

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The weighted average remaining useful life of

amortizing intangible assets was 4.45 years at September 30, 2023.

amortizing intangible assets was 4.87 years at March 31, 2024.

NOTE 5 – PROPERTY AND EQUIPMENT

Long-lived assets, including property and equipment

assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying

value of the assets may not be recoverable.

Impairment losses are recognized if expected future cash flows of the related assets are less

than their carrying values.

Measurement of an impairment loss is based on the fair value of the asset.

Long-lived assets to be disposed

of are reported at the lower of carrying amount or fair value less cost to sell.

Property and equipment are first recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets.

Maintenance and repair expenses, as incurred,

are charged to expense.

Betterments and renewals are capitalized in plant and equipment accounts.

Cost and accumulated depreciation applicable

to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.

Assets stated at cost, less accumulated depreciation consisted of the

September 30,

Furniture and Fixtures

Property and equipment consisted of the following:

Office equipment

Computer software

Leasehold Improvements

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 nine months ended

September 30, 2023 and 2022 was $ 2,510,176 and $ 2,409,100 , respectively.

Depreciation expense for the three months ended

March 31, 2024 and 2023 was $ 749,520 and $ 799,717 , respectively.

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

The Company owns 165.27 units ( 1.01 %)

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

The investment

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

may, at the discretion of the General Partner, compulsorily redeem all interests if the Net Asset Value of the Fund falls below $ 1,000,000 .

During the nine months ended September 30, 2023, the Company recognized an unrealized loss of $ 31,437 .

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.

The Fund may, at the discretion of

the General Partner, compulsorily redeem all interests if the Net Asset Value of the Fund falls below $ 1,000,000 .

During the three months

ended March 31, 2024 and 2023, the Company recognized an unrealized gain (loss) of $ 274,731 and $ 0 , respectively, and as of March 31,

2024 and December 31, 2023, the investment in equity securities was $ 548,393 and $ 273,662 , respectively.

NOTE 7 – BUSINESS COMBINATIONS

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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.

Although the accounting is not yet complete, the results of operations

of the business acquired by the Company have been included in the consolidated statements of operations since the date of acquisition.

All amounts are considered provisional until a more thorough analysis of the acquisition can be completed.

The consolidated income statement

for the three and nine months ended September 30, 2023, includes $ 1,456,796 of revenue and $ 1,865,776 of expenses of Cuentas SDI, LLC

from the date of acquisition (June 15, 2023) through September 30, 2023 for a net loss of $ 408,980 .

The 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 three months ended March 31, 2024, includes

$ 867,305 of revenue and $ 1,012,487 of expenses of Cuentas SDI, LLC for a net loss of $ 145,182 .

The excess of the purchase price over the estimated

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Excess purchase price allocated to goodwill

Proforma information representing the revenue

and earnings of the combined company as if the business combination had occurred on January 1, 2022 has not been supplied as of the date

of this filing, therefore we are unable to include those amounts here.

NOTE 8 – NOTE PAYABLE

On November 29, 2021, the Company entered into

a Master Equipment Finance Agreement (the “MFA”) with VFS LLC (“VFS”) which would allow the Company to finance

the purchase of certain equipment.

On November 29, 2021, the Company entered into a Master Equipment Finance

Agreement (the “MFA”) with VFS LLC (“VFS”) which would allow the Company to finance the purchase of certain equipment.

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

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

During the year ended December 31, 2022, the

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

The Equipment Loan is secured by

bitcoin mining computers being utilized by DMINT.

The Equipment Loan requires monthly payments of $ 24,838 until the loan is repaid in

full or it matures on March 1, 2025.

During the three months ended March 31, 2024, the Company made repayments of $ 49,675 .

31, 2024, the note payable balance was $ 371,196 , which included $ 4,109 of accrued interest.

NOTE 9 – STOCK OPTIONS

On January 1, 2021, the Company granted stock

options to purchase 6,667 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr.

The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant.

The options have an

exercise price of $ 0.001 per share and expire three years after each vest date.

The aggregate fair value of the options totaled

$ 32,793 based on the Black Scholes Merton, pricing model using the following estimates:

exercise price of $ 0.001 , 0.16 % risk

free rate, 35.03 % volatility and expected life of the options of 3 years.

The fair value is being amortized over the applicable

vesting period and credited to additional paid-in capital.

On July 28, 2021, the Company entered into an

exclusive agreement with Cai Energy Blockchain, Inc.

(“CAI”) whereby CAI provided the Company with an exclusive natural gas

supply agreement (the “Services”).

In exchange for the Services, the Company granted CAI options to purchase up to 767,918 shares

of Common Stock, $ 0.0001 par value (with a fair market value equal to $ 4.5 million on the date of grant) at an exercise price

of $ 0.0001 per share (the “CAI Options”).

The aggregate fair value of the options totaled $ 4,499,952 based on the

Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.0001 , 1.26 % risk free rate, 143.3 % volatility

and expected life of the options of 10 years.

On November 22, 2022, Mr.

Ronny Yakov purchased the CAI Options, in a privately

negotiated transaction, for $ 700,000 using his personal funds.

On December 23, 2022, the Company granted stock

options to purchase 200,000 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr.

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

on January 1, 2024.

The options have an exercise price of $ 0.01 per share.

The aggregate fair value of the options totaled $ 188,287 based

on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.01 , 3.75 % risk free rate, 133.79 %

volatility and expected life of the options of 10 years.

The fair value of the options has been credited to additional paid

On December 23, 2022, the Company granted stock

options to purchase 275,000 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr.

137,500 options are immediately vested with an additional 68,750 vested on January 1, 2023, and the remaining 68,750 vesting

on January 1, 2024.

The options have an exercise price of $ 0.01 per share.

On January 3, 2024, the Company granted

stock options to purchase 200,000 pre-split ( 20,000 post-split) shares of common stock pursuant to the terms of the

Company’s employment agreement with Mr.

50 % of the options vested immediately, 25 % of the options vest on the one

year anniversary of the grant, and 25 % of the options vest on the two year anniversary of the grant.

The options have an exercise

price of $ 0.01 per share pre-split ($ 0.10 per share post-split).

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 , 3.75 % risk free rate, 133.79 %

volatility and expected life of the options of 10 years.

The fair value of the options has been credited to additional paid-in

exercise price of $ 0.01 (pre-split pricing), 1.63 %

risk free rate, 295 % volatility and expected life of the options of 10 years.

The fair value of the options will be

recognized over the vesting period with credits to additional paid in capital.

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $4,079 (see Note 12 and Note 14).

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $2,761 (see Note 12 and Note 14).

A summary of the status of the Company’s

outstanding stock options and changes during the year ended December 31, 2022 and the nine months ended September 30, 2023 is presented

outstanding stock options and changes is presented below:

Stock Options

Options outstanding December 31, 2021

Options outstanding January 1, 2023

Options outstanding December 31, 2023

Options outstanding September 30, 2023

Shares exercisable at September 30, 2023

During the nine months ended September 30, 2023

and 2022 the Company recognized $ 161,605 and $ 213,219 , respectively, in stock based compensation related to the above mentioned options.

Options outstanding March 31, 2024

Shares exercisable at March 31, 2024

During the three months ended March 31, 2024 and

2023 the Company recognized $ 304,874 and $ 132,788 , respectively, in stock-based compensation related to the above-mentioned options.

of March 31, 2024 there was $ 237,124 of unrecognized expense for the above-mentioned options and the weighted average contractual term

of the options outstanding and of the option exercisable were 9.76 years.

NOTE 10 – WARRANTS

On August 18, 2021, the Company sold,

in a registered direct offering, an aggregate of 1,418,605 shares of common stock and in a concurrent private placement, warrants to purchase

up to 1,418,605 shares of common stock, at an aggregate purchase price of $ 4.30 per share and associated Warrant.

The Warrants will be

exercisable six months from the date of issuance at an exercise price of $ 5.42 per share and will expire five and one-half years following

the initial date of issuance.

On November 2, 2021, the Company entered into

a series of securities purchase agreements with certain institutional accredited investors pursuant to which the Company issued and sold,

in a private placement (i) 1,969,091 shares of the Company’s Common Stock (ii) pre-funded warrants exercisable for a total of 2,576,364

shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price of $ 0.0001 per Prefunded Warrant Share, and

(iii) warrants exercisable for a total of 4,545,455 shares of Common Stock (the “Common Warrant Shares” and together with

the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $ 6.50 per Common Warrant Share.

A summary of the status of the Company’s outstanding warrants

and changes during the year ended December 31, 2022 and the nine months ended September 30, 2023 is presented below:

A summary of the status of the Company’s

outstanding warrants and changes during the periods is presented below:

Outstanding, December 31, 2022

Underwriter Warrant Exercised

( 1,400,000 )

Outstanding, December 31, 2023

Warrants Exercised

Outstanding, September 30, 2023

Outstanding, March 31, 2024

NOTE 11 – OPERATING LEASES

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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 was 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 month.

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

The total rent for the entire lease

term of the Leases is $ 250,000 and $ 8,768 is payable as a security deposit.

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 was $ 250,000 and $ 8,768 was payable as a security deposit.

On March 29, 2023, DMINT entered into a Surrender

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to pay $ 50,000 in exchange for an early termination of the Leases.

March 31, 2023 is the final day DMINT occupied the property and all

mining computers have been moved to the Selmer, Tennessee location.

Balance Sheet Classification

September 30,

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 expense for the three months ended September

30, 2023, was $ 25,790 , which consisted of amortization expense of $ 24,792 and interest expense of $ 429 .

Lease expense for the nine months

ended September 30, 2023, was $ 93,532 , which consisted of amortization expense of $ 65,950 and interest expense of $ 2,221 .

The cash paid

under operating leases during the nine months ended September 30, 2023, was $ 76,858 .

Lease expense for the three months ended September

30, 2022, was $ 41,969 , which consisted of amortization expense of $ 37,932 and interest expense of $ 4,037 .

Lease expense for the nine months

ended September 30, 2022, was $ 136,953 , which consisted of amortization expense of $ 124,625 and interest expense of $ 12,328 .

30, 2023, there is one lease remaining that will terminate in November 2023, unless renewed, which the Company will make payments of approximately

$ 34,800 for, recording interest of approximately $ 350 .

The weighted average discount rate used was 5 %.

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.

Lease expense for the three months ended March

31, 2024 and 2023, was $ 22,072 and $ 42,408 , respectively.

The 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 March 31, 2024, there are no leases remaining

with a term in excess of one year.

NOTE 12 – COMMON STOCK

On July 12, 2022, the Board of the Company authorized

a share repurchase program, pursuant to which the Company may repurchase up to 1 million shares of its outstanding shares of common stock.

The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases,

privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in

accordance with applicable federal securities laws and other applicable legal requirements.

The Company expects to fund these repurchases

through existing cash balances.

Decisions regarding the amount and the timing of purchases under the program will be influenced by the

Company’s cash on hand, cash flows from operations, general market conditions and other factors.

The Company is not obligated to

acquire any particular amount of its common stock.

This program has no set termination date and may be suspended or discontinued by the

Board at any time.

Refer to Note 14 for common stock issued to related

On January 16, 2024, the Company issued 39,211

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 300,000 that was accrued as of December 31, 2023

(see Note 14).

On January 16, 2024, the Company issued 78,421

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 600,000 that was accrued as of December 31, 2023

(see Note 14).

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $4,079 (see Note 9 and Note 14).

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $2,761 (see Note 9 and Note 14).

During the three months ended March 31, 2024,

the Company sold 1,408 shares of common stock for total proceeds of $ 9,775 .

As of March 31, 2023 the Company reduced the common

stock outstanding by 146 shares as a result of fractional shares not being issued in conjunction with the one-for-ten reverse stock split

(see Note 18).

NOTE 13 – PREFERRED STOCK

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value (the “Stated Value”) of $ 1,000 per share.

As of September 30, 2023 and December 31, 2022 there were 1,021 shares

of Series A Preferred Stock issued and outstanding.

As of March 31, 2024 and 2023 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.

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NOTE 14 – RELATED PARTY TRANSACTIONS

On December 31, 2022, the Company granted 41,322

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

The shares were valued at $ 1.21 , the closing stock price on the date

of grant, for total non-cash stock compensation expense of $ 50,000 .

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On December 31, 2022, the Company granted 41,322

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

The shares were valued at $ 1.21 , the closing stock price on the date

of grant, for total non-cash stock compensation expense of $ 50,000 .

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On December 31, 2022, the Company granted 53,719

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

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

grant, for total non-cash stock compensation expense of $ 65,000 .

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the nine months ended September 30, 2023.

On February 14, 2023, a shareholder reported to

the Company that they had incurred short swing profits of $ 114,654 in connection with a series of purchases and sales of the Company’s

stock on the open market.

The shareholder disgorged such short-swing profits to the Company on February 28, 2023.

During the nine months ended September 30, 2023,

the Company accrued $ 92,911 for dividends on the Series A preferred stock held by Mr.

As of September 30, 2023, total accrued dividends

on the Series A preferred stock due to Mr.

Yakov is $ 387,295 .

On January 16, 2024, the Company issued

39,211 shares of common stock to Mr.

The shares were issued for bonus compensation of $ 300,000 that was accrued as of

December 31, 2023 (see Note 12).

On January 16, 2024, the Company issued

78,421 shares of common stock to Mr.

The shares were issued for bonus compensation of $ 600,000 that was accrued as of

December 31, 2023 (see Note 12).

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $4,079 (see Note 9 and Note 12).

On January 24, 2024, Mr.

Smith exercised options to purchase a total

of 381,069 pre-split shares of common stock ( 38,107 post-split) for $2,761 (see Note 9 and Note 12).

During the three months ended March 31, 2024,

Yakov made payments on behalf of the Company in the amount of $ 182,150 .

As of March 31, 2024, the Company owes Mr.

Yakov $ 194,828 .

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

During the three months ended March 31, 2024 and

2023, the Company accrued $ 31,311 and $ 30,630 , respectively, for dividends on the Series A preferred stock held by Mr.

31, 2024 and December 31, 2023, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 449,917 and $ 418,606 , respectively.

Refer to Note 9 for options to purchase shares

6 unchanged sentences

On November 24, 2021, we entered into an Asset

Purchase Agreement (the “Agreement”) dated as of November 15, 2021, with FFS Data Corporation (“Seller”) whereby

we acquired a portfolio of merchants in the Cannabidiol industry, along with other merchants utilizing financial transaction processing

services (the “Acquired Merchant Portfolio”).

The purchase price was $20 million, with $16 million paid at closing, $2

million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition

Adjustment, as described in the Agreement.

Company management has recognized a liability for the contingent payment amount of $2,000,000.

However, on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations

made by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in

the overall purchase price.

The Company has filed a claim for breach of contract against Seller and Seller has filed a breach of contract

counterclaim against the Company.

The matter is currently in discovery, which is to be completed by the end of October and no date for

an arbitration or court hearing has been scheduled.

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.

The 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 – SEGMENTS

2 unchanged sentences

The Company has two reportable segments:

Cryptocurrency Mining and Fintech Services.

requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”) to decide how

to allocate resources and for purposes of assessing such segments’ performance.

The Company’s CODM is comprised of several

members of its executive management team who use revenue and expenses of our two reporting segments to assess the performance of the business

of our reportable operating segments.

The following tables detail revenue, operating

expenses, and assets for the Company’s reportable segments for the three months ended September 30, 2023 and 2022.

For the Three Months ended

September 30,

For the Nine Months ended

September 30,

Reportable segment revenue:

Revenue, net – cryptocurrency mining segment

Fintech services revenue

Total segment and consolidated revenue

Operating Expenses

Cryptocurrency mining segment

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 three months ended March 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:

Cash overdraft

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

( 22,013,810 )

Total Current Liabilities

( 15,495,362 )

Total Liabilities

( 15,495,362 )

Stockholders’ Equity:

Series A Preferred stock

Treasury stock

Additional paid-in capital

Accumulated deficit

( 45,750,612 )

Fintech services

( 13,195,880 )

( 58,946,492 )

Total stockholders’ equity

( 13,195,880 )

Noncontrolling interest

Total Stockholders’ Equity

( 13,195,880 )

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

( 3,419,115 )

( 2,402,590 )

Total operating expenses

Loss from operations

( 1,681,681 )

( 1,205,884 )

Total operating expenses

( 2,887,565 )

Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Total other income

( 1,694,694 )

( 2,400,618 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 1,665,672 )

Total other (expense) income

( 2,371,596 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

$ ( 1,696,983 )

1 unchanged sentence

$ ( 2,402,907 )

September 30,

Total Assets:

Cryptocurrency mining segment

Fintech services

NOTE 17 – 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 March 31, 2024 and December 31, 2023.

Legal proceedings

regarding this matter began in 2022 and have continued through 2024, see Note 15.

NOTE 18 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management

has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it

does not have any material subsequent events to disclose in these financial statements.

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.

April 8, 2024, the Company entered into Amendment No.

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

“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

Each Stock Option granted shall become exercisable as follows:

50 % upon the grant date, then 25 % upon each of the second and

third anniversary of the date on which it is granted.

In addition, the notices provision of the Yakov Agreement was amended to the reflect

the current business address of the Company.

On April 26, 2024, the Company filed with the

Delaware Secretary of State a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which

became effective on April 26, 2024 to effect a one-for-ten ( 1:10 ) reverse stock split (the “Reverse Stock Split”) of the shares

of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved

by the Company’s stockholders at a special meeting on April 26, 2024.

As a result of the Reverse Stock Split, every ten (10) shares of issued

and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change

in the par value per share .

No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting

from the reverse stock split were rounded down to the nearest number of whole shares so that we issued cash in lieu of any fractional

shares that such stockholder would have received as a result of the Reverse Stock Split.

Following the Reverse Stock Split, the number

of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,200 shares after taking into account an adjustment

of 146 common shares due to the fact that no fractional shares were issued.

The shares of Common Stock underlying the Company’s

outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise prices.

of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares.

All shares reported

in this Form 10Q have been retroactively restated to reflect the Reverse Stock Split as though it had occurred as of January 1, 2023.

On May 20, 2024, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with Cuentas, Inc.

(“Seller”) whereby

it acquired 19.99 % of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”) for a

purchase price of $ 215,500 .

As a result, effective May 20, 2024 the Company owns 100 % of the LLC.

The Agreement contains a restrictive covenant

whereby for a period of three (3) years from the Closing, none of Seller, including its any of its principals, executives, officers, directors,

managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt

to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor

to obtain as a customer, or contract with any Merchant in order to provide services to such Merchant in competition with the Company;

or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or

otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship

with the Company.

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

What changed 10-Q

Item 1. Financial Statements