What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-20 · 288 added, 277 removed, 813 unchanged (41% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

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

Condensed Consolidated Statements of Operations for

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

Condensed Consolidated Statements of Changes in Stockholders’

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

Condensed Consolidated Statements of Cash Flows for

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

Notes to the Condensed

Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)

to the Condensed Consolidated Financial Statements (unaudited)

The OLB Group, Inc.

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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

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 June 30, 2024 and December 31, 2023, respectively

Treasury stock, at cost, 12,617 shares at June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

T he accompanying notes are an integral part

of these unaudited consolidated financial statements.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

1 unchanged sentence

Consolidated Statements of Operations

For the Three Months Ended

Three Months Ended

Six Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

3 unchanged sentences

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Salaries and wages

5 unchanged sentences

( 5,502,648 )

( 3,033,870 )

Other income (expense):

Realized gain (loss) on sale of bitcoin

Unrealized gain on investment

Realized gain (loss) on sale of cryptocurrency

Unrealized (loss) gain on investment

Interest expense

3 unchanged sentences

( 5,048,630 )

( 3,204,948 )

Income tax expense

1 unchanged sentence

( 5,048,630 )

Net loss attributed to noncontrolling interest

( 3,204,948 )

Net income attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

1 unchanged sentence

( 5,048,630 )

( 3,203,223 )

Preferred dividends (related parties)

2 unchanged sentences

$ ( 618,788 )

$ ( 5,110,911 )

$ ( 3,264,823 )

Net loss per common share, basic and diluted

1 unchanged sentence

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

1 unchanged sentence

Consolidated Statements of Changes in Stockholders’

For the Three Months Ended March 31, 2024 and

For the Three and Six Months Ended June 30,

2024 and 2023

Preferred Stock

Balance at December 31, 2023

$ ( 109,988 )

$ ( 56,574,896 )

Common stock issued for exercise of options

4 unchanged sentences

Adjustment for 10 for 1 reverse stock split

( 2,371,596 )

( 2,400,618 )

Balance at March 31, 2024

$ ( 109,988 )

$ ( 58,946,492 )

Preferred stock dividends-related party

Stock-based compensation

Derecognition of noncontrolling interest

Balance at June 30, 2024

Preferred Stock

Balance at December 31, 2022

$ ( 109,988 )

$ ( 33,394,233 )

Common stock issued to related parties for accrued liabilities

Common stock issued for director services

Preferred stock dividends

Stock based compensation

( 2,615,405 )

Balance at March 31, 2023

$ ( 109,988 )

$ ( 36,009,638 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements .

Preferred stock dividends

Recognition of noncontrolling interest in acquisition

Balance at June 30, 2023

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements

of Cash Flows

For the Three Months Ended

Consolidated Statements of Cash Flows

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Stock based compensation

Operating lease expense, net of repayment

(Gain) loss on sale of bitcoin

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Prepaid expenses and other current assets

Other long-term assets

Accounts payable

Customer deposits

Accrued expenses

Net cash (used in) provided by operating activities

( 1,210,224 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investment

Acquisition of 19.99 % interest in Cuentas SDI, LLC

Acquisition of property and equipment

Net cash used in investing activities

( 1,145,421 )

Purchase of 80.01 % interest in Cuentas SDI, LLC

Net cash provided (used) by investing activities

( 1,995,421 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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The accompanying notes are an integral part

of these unaudited consolidated financial statements.

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Notes to the Unaudited Consolidated Financial

March 31, 2024

Notes to the Unaudited

Condensed Consolidated Financial Statements

June 30, 2024

NOTE 1 – BACKGROUND

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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.

Company’s eVance Capital, Inc.

subsidiary provides lending services to merchants processing with eVance, Inc.

CrowdPay.us, Inc.

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(see Note 7).

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 the remaining 19.99 % of the membership interests of SDI for a purchase price of $ 215,500 .

As a result, effective May 20, 2024

the Company owns 100 % of SDI.

The Company also provides ecommerce development

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Estate Holdings, Inc., a wholly-owned subsidiary of DMINT.

The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate

The purpose of DMINT Real Estate Holdings, Inc.

is to buy and hold real estate

related to DMINT.

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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

results of operations and cash flows of the Company as of and for the six month period ending June 30, 2024 and not necessarily indicative

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

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Principles of Consolidation

The accompanying consolidated financial statements

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.

The accompanying unaudited consolidated financial

statements 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 and Cuentas SDI, LLC.

All significant intercompany transactions and

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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.

prior year financial information to conform to the presentation used in the financial statements for the period ended June 30, 2024.

Fair Value of Financial Instruments

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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.

Quoted market prices available in active

markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices

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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.

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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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.

As of June 30, 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

March 31, 2024 and December 31, 2023.

June 30, 2024 and December 31, 2023.

(see Note 16).

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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 the six months ended June 30, 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

shares for six months ended June 30, 2024 and 2023, does not include 20,000 and 125,246 options, respectively, to purchase common stock

because of their anti-dilutive effect.

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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

There was no impairment to the bitcoin value for periods ending June 30 2024 and 2023.

June 30, 2024 and December 31, 2023, the carrying value of the Company’s bitcoin was $ 592 and $ 312,103 , respectively.

30, 2024, the Company had 0.001 bitcoin on hand which had a fair value of $ 626 based on the price of bitcoin of approximately $ 62,678 .

For the three months ended June 30, 2024 and 2023, we recorded a realized gain (loss) on our bitcoin transactions of $0 and $ 48,683 , respectively.

For the six months ended June 30, 2024 and 2023, we recorded a realized gain (loss) on our bitcoin transactions of $ 225,229 and $( 279,242 ),

respectively.

For the three months ended June 30, 2024 and

2023, we recorded a realized gain (loss) on our bitcoin transactions of $0 and $48,683, respectively.

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property and equipment are as follows:

Computer equipment

Office furniture

Buildings and improvements

Item Useful Life

Computer equipment 3 years

Software 10 years

Office furniture 5 Years

Buildings and improvements 30 years

Intangible Assets

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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.

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 and six months

ended June 30, 2024 and 2023.

The Company accounts for business combinations

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

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

A summary of goodwill as of June 30, 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

Goodwill balance as of June 30, 2024

Accounts Receivable

4 unchanged sentences

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.

of $ 207,850 and $ 207,850 as of June 30, 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.

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.

the six months ended June 30, 2024 and 2023 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of June 30, 2024 and December 31, 2023.

Revenue Recognition

1 unchanged sentence

revenue disaggregated by revenue source:

For the Three Months Ended

Three Months Ended

Six Months Ended

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

Bitcoin mining revenue

Cryptocurrency mining revenues

Digital product revenue

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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 revenue.

The Company has

concluded it is the agent.

As such, the Company records the net amount it receives from the processor, after interchange and other interchange

and other processing fees, as revenue.

Merchant equipment rental and sales

1 unchanged sentence

and rental of merchant equipment.

The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes

revenue at a point in time.

The Company allows for customer returns which are accounted for as variable consideration.

The Company estimates

these amounts based on historical experience and reduces revenue recognized.

The Company invoices customers upon delivery of the equipment

to merchants, and payments from such customers are due upon invoicing.

The Company offers hardware installment sales to customers with

terms ranging from three to forty-eight months.

The Company allocates a portion of the consideration received from these arrangements

to a financing component when it determines that a significant financing component exists.

The financing component is subsequently recognized

as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement

with the customer.

Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware

installment sales that have a term of one year or less.

The Company has concluded it is the principal in these transactions.

The Company satisfies its performance

obligation upon delivery of equipment to merchants and recognizes revenue at a point in time.

The Company allows for customer returns

which are accounted for as variable consideration.

The Company estimates these amounts based on historical experience and reduces revenue

The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon

The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months.

allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant

financing component exists.

The financing component is subsequently recognized as financing revenue separate from hardware revenue, within

subscription and services-based revenue, over the terms of the arrangement with the customer.

Pursuant to practical expedients afforded

under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less.

Monthly recurring subscriptions

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.

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.

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

Bitcoin mining

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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 March 31, 2024, customer deposits were $ 0 .

As of June 30, 2024, customer deposits were $0 .

The Company determines whether an arrangement

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NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

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 .

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 June 30, 2024, the Company had cash of

approximately $ 53,000 , accounts receivable of approximately $ 118,000 , and other prepaids and receivables of approximately $ 418,000 .

June 30, 2024 the Company has a cash overdraft, accounts payable and accrued expenses of approximately $ 4,714,000 .

There is also a note

payable of approximately $ 277,000 , a related party payable of approximately $ 847,000 and preferred dividend due of approximately $ 481,000 .

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

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

30, 2024 reported net cash used by operating activities of approximately $ 877,000 .

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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.

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 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

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts

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Total intangible assets, net

Amortization expense for the six months ended

June 30, 2024 and 2023 was $ 308,808 and $ 1,799,662 , respectively.

Amortization expense for the three months ended

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

June 30, 2024 and 2023 was $ 117,847 and $ 899,831 , respectively.

The Company’s merchant portfolio and tradename

4 unchanged sentences

The weighted average remaining useful life of

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

amortizing intangible assets was 4.62 years at June 30, 2024.

NOTE 5 – PROPERTY AND EQUIPMENT

8 unchanged sentences

Property and Equipment, net

Depreciation expense for the three months ended

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

Depreciation expense for the three and six months

ended June 30, 2024 was $ 843,671 and $ 1,593,191 , respectively.

Depreciation expense for the three and six months

ended June 30, 2023 was $ 799,716 and $ 1,599,433 , 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.

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.

The Company owned 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 six months ended June 30, 2024 and 2023, the Company recognized an unrealized gain (loss) of $ 274,731 and ($ 6,490 ), respectively.

During the six months ended June 30, 2024, the Company redeemed the Fund and received proceeds of $ 548,393 .

As of June 30, 2024 and December

31, 2023, the investment in equity securities was $0 and $ 273,662 , respectively.

NOTE 7 – BUSINESS COMBINATIONS

2 unchanged sentences

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 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 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 excess of the purchase price over the estimated

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Excess purchase price allocated to goodwill

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 the remaining 19.99 % of the membership interests of SDI for a purchase price of $ 215,500 .

As a result, effective May 20, 2024

the Company owns 100 % of SDI.

The acquisition of the 19.99 % interest is accounted for as a capital transaction in the statement of changes

in stockholders’ equity.

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.

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

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.

November 29, 2021, the Company entered into a Master Equipment Finance Agreement (the “MFA”) with VFS LLC

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

The collateral and interest rate are

determined at the time the Company borrows the funds.

During the 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 six months ended June 30, 2024, the Company made repayments of $ 173,864 .

As of June 30, 2024, the note

payable balance was $ 277,452 .

NOTE 9 – STOCK OPTIONS

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 (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 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 (pre-split pricing), 1.63 % risk free rate, 295 % volatility and expected life of the options

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.

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Options outstanding December 31, 2023

Options outstanding March 31, 2024

Shares exercisable at March 31, 2024

During the three months ended March 31, 2024 and

Options outstanding June 30, 2024

Shares exercisable at June 30, 2024

During the six months ended June 30, 2024 and

2023 the Company recognized $ 338,750 and $ 132,787 , 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.

the three months ended June 30, 2024 and 2023 the Company recognized $ 33,875 and $ 0 , respectively, in stock-based compensation related

to the above-mentioned options.

As of June 30, 2024 there was $ 203,249 of unrecognized expense for the above-mentioned options is expected

to extend for 1.51 years and the weighted average contractual term of the options outstanding and of the option exercisable were 9.51

NOTE 10 – WARRANTS

1 unchanged sentence

outstanding warrants and changes during the periods is presented below:

Warrants Weighted

Price Weighted

Outstanding, December 31, 2022 856,313 $ 68.33 3.00

2 unchanged sentences

Warrants Exercised —

Outstanding, March 31, 2024

Outstanding, June 30, 2024 856,313 $ 68.33 2.08

NOTE 11 – OPERATING LEASES

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

Lease expense for the three months ended March

Lease expense for the six months ended June 30,

2024 and 2023, was $ 51,101 and $ 67,742 , 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

Lease expense for the three months ended June 30, 2024 and 2023, was $ 29,029

and $ 25,334 , 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 June 30, 2024, there are no leases remaining

with a term in excess of one year.

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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).

During the six months ended June 30, 2024, the

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

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

The number 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.

NOTE 13 – PREFERRED STOCK

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

As of March 31, 2024 and 2023 there were 1,021 shares of Series A Preferred

As of June 30, 2024 and 2023 there were 1,021 shares of Series A Preferred

Stock issued and outstanding.

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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).

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).

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.

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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).

included 76,792 options (post-split) Mr.

Yakov purchased from Cai Energy Blockchain, Inc.

in November 2022.

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,

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 six months ended June 30, 2024, Mr.

Yakov made payments on behalf of the Company in the amount of $ 834,782 .

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

As of June 30, 2024, the Company owes Mr.

Yakov $ 847,460 .

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

During the three months ended March 31, 2024 and

amount is non-interest bearing and due on demand.

Interest will begin to accrue in Q3 2024.

During the six months ended June 30, 2024 and

2023, the Company accrued $ 62,281 and $ 61,600 , 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.

three months ended June 30, 2024 and 2023, the Company accrued $ 30,970 and $ 30,970 , respectively, for dividends on the Series A preferred

stock held by Mr.

As of June 30, 2024 and December 31, 2023, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 480,887 and $ 418,606 , respectively.

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.

Refer to Note 9 for options to purchase shares

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The following table details revenue, operating

expenses, and assets for the Company’s reportable segments for the three months ended March 31, 2023.

expenses, and assets for the Company’s reportable segments for the six months ended June 30, 2023.

Current Assets:

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Other receivables

Investment in equity securities

Other current assets

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Due to/from intercompany

( 22,013,810 )

Total Current Liabilities

( 15,495,362 )

Total Liabilities

( 15,495,362 )

Stockholders’ Equity:

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Accumulated deficit

( 45,750,612 )

( 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

For the Six Months Ended June 30, 2024

Transaction and processing fees

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Loss from operations

( 1,681,681 )

( 1,205,884 )

( 2,887,565 )

Other income (expense):

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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 )

( 2,371,596 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

$ ( 1,696,983 )

$ ( 705,924 )

$ ( 2,402,907 )

NOTE 17 – MERCHANT PORTFOLIO PURCHASE

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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.

has recognized a liability for the $ 2,000,000 contingent payment amount as of June 30, 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 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.

In accordance with 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.

On August 12, 2024, the Company entered into an

agreement with Yakov Holdings LLC, an entity controlled by Mr.

Yakov (the “Yakov LLC”) whereby the Yakov LLC committed to

loan to the Company up to Five Million Dollars ($ 5,000,000 ) (the "Yakov LLC Loan").

The Yakov LLC Loan is revolving in nature,

allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total

outstanding amount shall not exceed Five Million Dollars ($ 5,000,000 ).

The interest rate of the Yakov LLC Loan is twelve percent ( 12 %)

and it matures on June 18, 2025.

In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of

the Yakov LLC over all of the assets of 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