What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-05-20 · 156 added, 98 removed, 141 unchanged (64% of the section changed)

104 unchanged sentences

processing solutions along with the ability to reload payment cards and their mobile phone minutes.

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 will be 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 will issue

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 1,810,346 shares.

The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with

corresponding adjustments to their exercise prices.

The number of authorized shares of Common Stock under the Certificate of Incorporation

will remain unchanged at 50,000,000 shares.

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 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.

Results of Operations

2 unchanged sentences

of The OLB Group, Inc.

and its subsidiaries for the three months ended March 31, 2024 and 2023.

Three Months Ended March 31, 2024 Compared

to the Three Months Ended March 31, 2023

For the three months ended March 31, 2024, we

had total revenue of $3,496,182 compared to $6,622,589 of revenue for the three months ended March 31, 2023, a decrease of $3,126,407

For the three months ended March 31, 2024, we earned $2,288,209 in transaction and processing fees, $20,183 in merchant equipment

rental and sales, $108,868 in other revenue from monthly recurring subscriptions, $211,617 of revenue from the Bitcoin Mining segment

and $867,305 of revenue from the sale of digital products.

For the three months ended March 31, 2023, we earned $6,353,471 in transaction

and processing fees, $24,764 in merchant equipment rental and sales, $77,605 in other revenue from monthly recurring subscriptions and

$166,749 of other revenue from the Cryptocurrency Mining segment.

The decrease in revenue was a result of the loss of the CBD portfolio.

Processing and servicing costs decreased by $2,323,841 or 45.8%, from $5,077,434 in the prior period to $2,753,593.

Amortization expense for the three months ended March 31, 2024, was

$190,961 compared to $899,831 for the three months ended March 31, 2023 a decrease of $708,870 or 78.8%.

We record amortization expense

on our merchant portfolio, trademarks and natural gas purchase rights.

The decrease in the current period is due to the write off of the

CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the three months ended March 31, 2024.

Depreciation expense for the three months ended March 31, 2024 was $749,520 compared to $799,717 for the three months ended March 31,

2023, a decrease of $50,197 or 6.3%.

Our depreciation expense decrease is due to adjustments made in 2023 to depreciating the mining equipment.

and its subsidiaries for the three and six months ended June 30, 2024 and 2023.

Three Months Ended June 30, 2024 Compared

to the Three Months Ended June 30, 2023

For the three months ended June 30, 2024, we had

total revenue of $3,521,154 compared to $8,344,012 of revenue for the three months ended June 30, 2023, a decrease of $4,822,858 or 57.8%.

For the three months ended June 30, 2024, we earned $2,484,193 in transaction and processing fees, $27,940 in merchant equipment rental

and sales, $145,026 in other revenue from monthly recurring subscriptions, $52,319 of revenue from the Bitcoin Mining segment and $811,676

of revenue from the sale of digital products.

For the three months ended June 30, 2023, we earned $7,755,248 in transaction and processing

fees, $22,519 in merchant equipment rental and sales, $71,268 in other revenue from monthly recurring subscriptions, $137,541 of revenue

from the Cryptocurrency Mining segment and $357,436 of revenue from the sale of digital products.

The decrease in revenue was a result

of the loss of the CBD portfolio.

Processing and servicing costs decreased by $2,417,996 or 44.9%, from $5,390,675 in the prior period

to $2,972,679.

Amortization expense for the three months ended

June 30, 2024, was $117,847 compared to $899,831 for the three months ended June 30, 2023 a decrease of $781,984 or 86.9%.

We record amortization

expense on our merchant portfolio, trademarks and natural gas purchase rights.

The decrease in the current period is due to the write

off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the three months ended June

Depreciation expense for cryptocurrency mining equipment for the three months ended June 30, 2024 was $843,671 compared to $799,716

for the three months ended June 30, 2023, an increase of $43,955 or 5.5%.

Our depreciation expense increase is due to adjustments made

in 2023 to depreciating the mining equipment.

Salary and wage expense for the three months ended

March 31, 2024, was $1,016,338 compared to $823,140 for the three months ended March 31, 2023, an increase of $193,198 or 23.5%.

and wage expenses have increased due to an additional expense of $172,086 for option expense and $73,149 for Cuentas SDI, LLC and additional

Professional fees for the three months ended March

31, 2024, were $648,443 compared to $369,344 for the three months ended March 31, 2023, an increase of $279,099 or 75.6%.

June 30, 2024, was $689,198 compared to $692,480 for the three months ended June 30, 2023, a decrease of $3,282 or 0.5%.

an immaterial

change period over period.

Professional fees for the three months ended June

30, 2024, were $564,855 compared to $219,782 for the three months ended June 30, 2023, an increase of $345,073 or 157%.

Professional fees

consist mainly of audit and legal fees.

The increase was due to increased litigation-related legal expenses and auditor and legal expenses

relating to the preparation of a spin-off of DMINT during the 2024 period.

General and administrative expenses for the three

months ended June 30, 2024, was $947,987 compared to $973,264 for the three months ended June 30, 2023, a decrease of $25,277 or 2.6%,

an immaterial change period over period.

For the three months ended June 30, 2024, we had

total other expense of $32,929 from interest expense.

For the three months ended June 30, 2023, we had total other income of $42,193 from

a $48,683 on the sale of bitcoin offset by a $6,490 loss on investment.

Our net loss for the three months ended June 30,

2024, was $2,648,012 compared to $589,543 for the three months ended June 30, 2023.

This was a decrease in our net loss of $2,058,469

for the reasons discussed above.

Six Months Ended June 30, 2024 Compared

to the Six Months Ended June 30, 2023

For the six months ended June 30, 2024, we had

total revenue of $7,017,336 compared to $14,966,601 of revenue for the six months ended June 30, 2023, a decrease of $7,949,265 or 53.1%.

For the six months ended June 30, 2024, we earned $4,772,402 in transaction and processing fees, $48,123 in merchant equipment rental

and sales, $253,894 in other revenue from monthly recurring subscriptions, $263,936 of revenue from the Bitcoin Mining segment and $1,678,981

of revenue from the sale of digital products.

For the six months ended June 30, 2023, we $14,108,719 in transaction and processing fees,

$47,283 in merchant equipment rental and sales, $148,873 in other revenue from monthly recurring subscriptions, $304,290 of other revenue

from the Cryptocurrency Mining segment and $357,436 of revenue from the sale of digital products.

The decrease in revenue was a result

of the loss of the CBD portfolio.

Processing and servicing costs decreased by $4,741,837 or 45.3%, from $10,468,109 in the prior period

to $5,726,272.

Amortization expense for the six months ended

June 30, 2024, was $308,808 compared to $1,799,662 for the six months ended June 30, 2023 a decrease of $1,490,854 or 82.8%.

amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

The decrease in the current period is due

to the write off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the six months

ended June 30, 2024.

Depreciation expense for cryptocurrency mining equipment for the six months ended June 30, 2024 was $1,593,191 compared

to $1,599,433 for the six months ended June 30, 2023, a decrease of only $6,242 or 0.4%.

Salary and wage expense for the six months ended

June 30, 2024, was $1,705,536 compared to $1,382,832 for the six months ended June 30, 2023, an increase of $322,705 or 23.3%.

and wage expenses have increased due to additional expense for Cuentas SDI, LLC employees.

Professional fees for the six months ended June

30, 2024, were $1,213,298 compared to $589,126 for the six months ended June 30, 2023, an increase of $624,172 or 105.9%.

fees consist mainly of audit and legal fees.

1 unchanged sentence

expenses relating to the preparation of a spin-off of DMINT during the 2024 period.

General and administrative expenses for the three months ended March

31, 2024, was $1,024,892 compared to $1,055,257 for the three months ended March 31, 2023, a decrease of $30,365 or 2.9%, an immaterial change

period over period.

For the three months ended March 31, 2024, we had total other income

of $486,947 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $13,013 of interest expense.

For the three months ended March 31, 2023, we had total other expense of $213,271 from a $327,925 loss on the sale of bitcoin offset by

other income of $114,654.

For the three months ended March 31, 2024, we

had $29,022 of net loss attributed to the non-controlling interest of Cuentas SDI, LLC, due to the acquisition of 80.01% interest of the

entity during the quarter ended June 30, 2023.

Our net loss for the three months ended March

31, 2024, after the reduction for minority interest, was $2,371,596 compared to $2,615,405 for the three months ended March 31, 2023.

This was a decrease in our net loss of $243,810 for the reasons discussed above.

General and administrative expenses for the six

months ended June 30, 2024, was $1,972,879 compared to $2,161,309 for the six months ended June 30, 2023, a decrease of $188,430 or 8.7%,

an immaterial change period over period.

For the six months ended June 30, 2024, we had

total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942

of interest expense.

For the six months ended June 30, 2023, we had total other expense of $171,078 from an unrealized loss on investment

of $6,490, a $279,242 loss on the sale of bitcoin offset by other income of $114,654.

Our net loss for the six months ended June 30,

2024, was $5,048,630 compared to $3,204,948 for the six months ended June 30, 2023.

This was an increase in our net loss of $1,843,682

for the reasons discussed above.

Liquidity and Capital Resources

Changes in Cash Flows

For the three months ended March 31, 2024,

we used $424,700 of cash in operating activities, which included our net loss of $2,400,618 offset by $940,481 for amortization and

depreciation expense, $304,874 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net

changes in operating assets and liabilities of $1,230,523.

For the three months ended March 31, 2024, we received net cash of

$249,013 in financing activities as a result of receiving $182,150 from our CEO, $9,775 from the sale of common stock, $6,840 in proceeds

from exercise of options by related parties, and an increase in our cash overdraft of $91,020.

We made repayments on our note payable

For the six months ended June 30, 2024, we used

$1,210,224 of cash in operating activities, which included our net loss of $5,048,630 offset by $1,901,999 for amortization and depreciation

expense, $338,750 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes in operating

assets and liabilities of $2,097,617.

For the six months ended June 30, 2023, we received $1,852,249 of cash from operating activities,

which included our net loss of $3,204,948 plus our operating lease expense, net of repayment of $8,444 offset by $3,399,095 for amortization

and depreciation expense, $132,788 for stock-based compensation, $279,242 from the loss on sale of cryptocurrency and net changes in operating

assets and liabilities of $1,254,516.

For the six months ended June 30, 2024, we received

$548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in Cuentas SDI, LLC.

For the six months

ended June 30, 2023, we used $1,145,421 for the acquisition of property and equipment and $850,00 to purchase an 80.01% interest in Cuentas

For six months ended June 30, 2023 we used $1,995,421 in investing activities as a result of the acquisition of property and

equipment of $1,145,421 and the purchase of an 80.01% interest in Cuentas SDI, LLC for $850,000.

For the six months ended June 30, 2024, we received

net cash of $751,590 in financing activities as a result of receiving $834,782 from our CEO, $9,775 from the sale of common stock, $6,840

in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $30,559.

We made repayments on our note

payable of $130,406.

For the six months ended June 30, 2023, we used net cash of $157,077 in financing activities as a result of a cash

overdraft of $8,050 and payments on a note payable of $149,027.

Liquidity and Capital Resources

At March 31, 2024, the Company had cash of $3,319

At June 30, 2024, the Company had cash of $53,265

and negative working capital of $7,729,939.

8 unchanged sentences

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

As of March 31, 2024, the ATM Offering

As of June 30, 2024, the ATM Offering

has resulted in net proceeds of $9,775.

During the three months ended March 31, 2024,

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.

The Company has reviewed its cash flow activity during 2023 and the

first quarter ended March 31, 2024 and projected cash flow forecast for the remainder of 2024.

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

amount is non-interest bearing and due on demand.

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.

The Company has reviewed its cash flow activity

during 2023 and the first six months ended June 30, 2024 and projected cash flow forecast for the remainder of 2024.

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

The Company has performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue

6 unchanged sentences

31, 2023, for a full discussion of our critical accounting policies.

Subsequent Events

On April 8, 2024, the Company entered into Amendment

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

Yakov (the “Yakov Agreement”).

The Amendment corrected

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

The Amendment

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

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

Each Stock Option granted shall become exercisable

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

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

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 will be 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 will issue

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 1,810,346 shares.

The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with

corresponding adjustments to their exercise prices.

The number of authorized shares of Common Stock under the Certificate of Incorporation

will remain unchanged at 50,000,000 shares.

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 $215,500.00.

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.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

3 unchanged sentences

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 2. Management’s Discussion and Analysis