What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-04-15 compared with 2024-04-15 · 798 added, 686 removed, 769 unchanged (66% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

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

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

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

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 F-6

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2022 and 2021 F-7

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-8

Notes to the Consolidated Financial Statements F-9

Report of Independent Registered Public Accounting Firm (PCAOB ID # 587)

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

Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to the Consolidated Financial Statements

7915 FM 1960 W

Houston, TX 77070

www.rbsmllp.com

Report of Independent Registered Public Accounting

of Directors and Shareholders

To the Board of Directors and Stockholders of

OLB Group, Inc.

on the Financial Statements

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

as of December 31, 2023, and the related consolidated

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

referred to as the “financial statements”).

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

the financial position of The OLB Group, Inc.

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

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

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

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

financial statements based on our audit.

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

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

in accordance with the U.S.

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

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

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

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

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

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

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

Audit Matters

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

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

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

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

The communication of critical audit matters

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

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

Based Compensation (Note 9)

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

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

exercised subsequent to December 31, 2023.

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

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

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

order to audit the grant date fair value for Mr.

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

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

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

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

to the value captured for Mr.

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

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

or service condition being met.

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

and valuations of all grants.

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

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

As a result of our audit

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

Combination (Note 7)

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

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

the non-controlling interest.

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

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

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

to ensure the accounting treatment was reasonable.

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

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

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

Mining Transactions (Note 2)

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

dollars and such transactions have

inherent audit complexities associated with them.

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

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

for earning bitcoin.

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

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

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

third party-contracts and arrangements.

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

testing to ensure we could rely on third party reports.

We corroborated recorded transactions with data recorded on public blockchain

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

We also independently

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

dollars to ensure amounts were accurately recorded in accordance with the

Company’s policies and procedures.

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

disclosures in their financial statements regarding such were adequate.

Assets and Goodwill Impairment (Note 2 and Note 4)

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

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

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

If the carrying

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

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

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

to its fair value.

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

units and the fair value of their goodwill.

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

value calculations.

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

and disclosures that were material to the financial statements.

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

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

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

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

audit effort.

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

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

We also had to gain comfort with

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

for reasonableness.

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

with the goodwill was reasonable.

and Equipment (Note 5)

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

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

Significant audit effort was required to ensure

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

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

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

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

such were accurate.

Mac Accounting Group & CPAs, LLP

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

Report of Independent Registered Public Accounting

To the Board of Directors and Stockholders

The OLB Group, Inc.

New York, New York

Opinion on the Financial Statements

and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheet of The OLB Group, Inc.

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

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

financial statements).

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

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

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

balance sheet of OLB Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statement

of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively

referred to as the consolidated financial statements).

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

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the

year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as

a Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company

has recurring losses from operations, limited cash flow, and an accumulated deficit.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

is not modified with respect to that matter.

Basis for Opinion

These consolidated financial statements are

the responsibility of the Company’s management.

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

based on our audit.

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

and are required to be independent with respect to the Company in accordance with the U.S.

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audit.

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

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

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

We conducted our audit in accordance with

the standards of the PCAOB.

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

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

The Company is not required to have,

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

As part of our audit, we are required to obtain

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

the Company’s internal control over financial reporting.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to

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

Our audit included performing procedures to assess

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

that respond to those risks.

5 unchanged sentences

a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

April 15, 2025

PCAOB ID Number 587

Report of Independent Registered Public Accounting

Board of Directors and Stockholders

The OLB Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The

OLB Group, Inc.

as of December 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity,

and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of The OLB Group, Inc.

as of December

31, 2023, and the results of its operations and its cash flows for the year then ended in conformity accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on the entity’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to

be independent with respect to The OLB Group, Inc.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

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

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

of material misstatement, whether due to error or fraud.

The OLB Group, Inc.

is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

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

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below

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

to the audit committee and that:

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

our especially challenging, subjective, or complex judgments.

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

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

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

Intangible Assets Impairment Assessments

As described in Notes 2 and 4 to the consolidated

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

In most cases, no directly

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

Therefore, an estimate is derived

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

The estimates that management

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

to the amount and timing of projected future cash flows;

long-term forecasts;

actions of competitors (competing services), future tax

and discount rates.

The principal considerations for our determination

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

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

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

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

future cash flows and the discount rate.

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

Addressing the matter involved performing

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

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

evaluating the appropriateness of the net

present value techniques;

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

and evaluating the significant assumptions

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

Evaluating management’s

assumptions related to the amount and timing of projected future cash flows and the discount rate involved evaluating whether the assumptions

used by management were reasonable considering the current and past performance of the intangible assets, the consistency with external

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

/s/ Daszkal Bolton LLP

Daszkal Bolton LLP

Boca Raton, Florida

March 29, 2023

We served as the Company’s auditor from

2020 to March 2023

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

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

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Stock Based Compensation (Note 9)

During the year ended December 31, 2023, the Company was to grant stock

options to their CEO, Ronny Yakov, to purchase 200,000 shares of common stock pursuant to the terms of his employment agreement, however,

there were delays that resulted in the options being issued and then exercised subsequent to December 31, 2023.

As a result of the delay,

the Company failed to initially capture the option grant in their books.

Upon discovery of this oversight the Company used the Black Scholes

Merton option pricing model to calculate the grant date fair value of the award which required a number of inputs based on management’s

In order to audit the grant date fair value for Mr.

option grant we had to review the specific terms of the award and had to review the Company’s calculation of fair value and determine

the reasonableness of each input into the calculation, which included a determination of the grant date, along with estimates of expected

life and volatility.

Also during our audit, we had to test the reasonableness of the stock-based

compensation recorded by the Company and noted that in addition to the value captured for Mr.

Yakov’s options it included amounts

the Company had to capture related to options granted in prior years due to compensation expense being recognized over service periods

and/or based on the expected timing of a performance, market, or service condition being met.

To audit this amount, we had to obtain support

for options issued as far back as 2018 and review the terms and valuations of all grants.

Accordingly, testing the Company’s stock-based compensation

was challenging, time consuming, and there was subjectivity involved with complex auditor judgment due to the estimates that had to be

tested, all of which resulted in significant audit effort.

As a result of our audit procedures adjustments were recorded to ensure recorded

equity and expense amounts were reasonable.

Business Combination (Note 7)

During the year ended December 31, 2023, the Company entered

into a Membership Interest Purchase Agreement that was accounted as a business combination under ASC 805 which required the Company to

determine the fair market value of assets acquired, liabilities assumed, and the non-controlling interest.

As this disclosure was considered material to the financial

statements, we identified a risk of material misstatement related to this transaction.

In order to audit the Company’s business

combination, we reviewed managements analysis of the transaction, obtained an understanding of all aspects of the transaction, and completed

our own detailed analysis of the accounting literature governing business combinations to ensure the accounting treatment was reasonable.

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

Due to the extensive analysis of the transaction as well

as the judgment and subjectivity that was involved in applying audit procedures there was significant audit effort required to ensure

the transaction was properly accounted for.

Bitcoin Mining Transactions (Note 2)

The Company’s operations and activities include bitcoin

mining and the exchange of bitcoin for U.S.

dollars and such transactions have inherent audit complexities associated with them.

has entered into a third-party subscription agreement to monitor their bitcoin activity and has entered into a digital asset mining pool

contract with a third-party to provide computing power in exchange for earning bitcoin.

The Company has used significant judgment to determine

its accounting for its bitcoin mining revenue and it took significant time, effort, and subjectivity during our audit to ensure revenue

and exchange transactions were properly stated.

In order to test the Company’s recognition of revenue

we obtained a detailed understanding of the Company’s operations and its third party-contracts and arrangements.

We evaluated the

Company’s compliance with accounting standards and we completed detailed testing to ensure we could rely on third party reports.

We corroborated recorded transactions with data recorded on public blockchain networks and we independently calculated the value of bitcoin

received to ensure recorded revenue amounts were reasonable.

We also independently calculated the gain/loss on all exchanges of bitcoin

dollars to ensure amounts were accurately recorded in accordance with the Company’s policies and procedures.

all bitcoin transactions were reasonably recorded and ensured the Company’s disclosures in their financial statements regarding

such were adequate.

Intangible Assets and Goodwill Impairment (Note 2 and

The Company evaluates for impairment of intangible assets

by first evaluating for impairment indicators, which requires significant judgment, and then by completing a recoverability test to compare

the carrying value of each asset with the sum of the undiscounted cash flows expected to result from the use and eventual disposition

of the assets, which can depend on estimates and assumptions.

If the carrying amount is in excess of the undiscounted cash flows the Company

calculates a fair value for the asset, which can also be based on subjectivity, estimates, and judgments, and ensures the carrying amount

is not in excess of its fair value.

The Company evaluates goodwill for impairment at least

annually at the reporting unit level and compares the carrying amount of goodwill to its fair value.

Accordingly, the Company has to use

significant judgment, assumptions, and subjectivity to determine it reporting units and the fair value of their goodwill.

As of December

31, 2023 the Company engaged a valuation specialist to assist with the fair value calculations.

During our audit we identified potential impairment as

a risk of material misstatement, as the intangible assets and goodwill values had balances and disclosures that were material to the financial

In order to test the Company’s intangible asset for impairment, we had to analyze each material intangible asset and

use significant auditor judgment and subjectivity to review impairment indicators based on Company operations and the nature of the intangible

assets, review undiscounted cash flow amounts where we noted no significant amounts that were necessary to test, and had to test fair

value amounts by obtaining third party market data, which required significant audit effort.

In order to test the Company’s goodwill impairment,

we had to use significant auditor judgement to gain comfort in the Company’s reporting unit(s) by completing an overall analysis

of the Company’s business and operations.

We also had to gain comfort with the expertise and experience of the third-party valuation

expert and review the techniques and valuation approach used by the expert for reasonableness.

Lastly, we reviewed all inputs and/or underlying

data used by the valuation expert to ensure the fair value associated with the goodwill was reasonable.

Property and Equipment (Note 5)

During the year ended December 31, 2023 the Company incurred

significant costs related to the build out of their bitcoin mining warehouse and an audit risk was identified related to the value and

recoverability of their assets.

Significant audit effort was required to ensure the property and equipment was recorded properly, that

depreciation expense was reasonable, and that asset values were recoverable.

During our audit we had to obtain sufficient corroborating

evidence regarding the timing of asset receipt and the assets existence at the reporting date.

We also had to recalculate all depreciation

amounts and complete a detailed impairment analysis which required auditor subjectivity.

We ensured the Company’s property and equipment

was reasonably stated at its recoverable value and ensured the disclosures for such were accurate.

/s/ Mac Accounting Group & CPAs, LLP

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

Midvale, Utah

April 15, 2024

The OLB Group, Inc.

16 unchanged sentences

Current Liabilities:

Cash overdraft

Accounts payable

Accrued expenses

Preferred dividend payable (related parties)

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

10 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 shares issued and outstanding at December 31, 2023 and 2022

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

Series A Preferred stock, $ 0.01 par value, 10,000 shares

authorized, 1,021 shares issued and outstanding at December 31, 2024 and 2023

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 2,289,930

and 1,534,408 shares issued, 2,277,313 and 1,521,791 shares outstanding at December 31, 2024 and 2023, respectively

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

46 unchanged sentences

( 23,180,663 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders

$ ( 11,349,814 )

7 unchanged sentences

Consolidated Statements of Changes in Stockholders’

For the Years

Ended December 31, 2023 and 2022

For the Years Ended December 31, 2024 and 2023

Preferred Stock

Non-Controlling

Balance at December 31, 2021

at December 31, 2022

( 33,394,233 )

Common stock issued for common control acquisitions

Common stock issued for exercise of warrants

Repurchase of shares

Conversion of preferred shares – related party

Preferred stock dividends (related party)

Stock-based compensation

stock issued for accrued liabilities-related party

stock dividends-related party

of noncontrolling interest in acquisition

( 23,180,663 )

( 23,273,939 )

Balance at December 31, 2022

at December 31, 2023

( 56,574,896 )

Common stock issued for accrued liabilities-related party

Preferred stock dividends-related party

Recognition of noncontrolling interest in acquisition

Stock-based compensation

stock issued for exercise of options

stock sold for cash

stock issued to related parties for accrued liabilities

stock dividends-related party

issued for charitable contribution

for 10 for 1 reverse stock split

Derecognition

of non controlling interest

( 11,224,911 )

Balance at December 31, 2023

at December 31, 2024

$ ( 109,988 )

$ ( 67,799,807 )

The accompanying notes

are an integral part of these consolidated financial statements .

The accompanying notes are an integral part

of these consolidated financial statements .

The OLB Group, Inc.

6 unchanged sentences

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

Non-cash mining revenue

Depreciation and amortization

1 unchanged sentence

Stock based compensation

Common stock to be issued for services to Directors

Common stock issued for charitable contribution

Operating lease expense, net of repayment

12 unchanged sentences

( 1,225,148 )

( 1,562,361 )

Purchase of intangible assets

Purchase of 80.01 % interest in Cuentas SDI, LLC

Proceeds from sale of investment

Purchase of 80.01 % interest in Moola Cloud, LLC

Purchase of 19.99 % interest in Moola Cloud, LLC

Net cash used in investing activities

( 2,080,113 )

( 1,562,361 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash overdraft acquired in acquisition

Cash overdraft

Common stock sold for cash

Advances from related party

Proceeds from note payable

Proceeds from exercise of options – related party

Repayments on note payable

Cash used for acquisition of treasury stock

Net cash (used) provided by financing activities

Net change in cash

( 3,036,313 )

Cash – beginning of year

46 unchanged sentences

to the overall business.

On May 14, 2021, the Company formed OLBit,

Inc., a wholly-owned subsidiary (“OLBit”).

The purpose of OLBit is to hold the Company’s assets and operate its

business related to its emerging lending and transactional business leveraging the Company’s Bitcoin Business and Fintech

Services business.

On May 14, 2021, the Company formed its wholly

owned subsidiary, OLBit, Inc.

The purpose of OLBit is to hold the Company’s assets and operate its business

related to its emerging lending and transactional business leveraging the Company’s Bitcoin Business and Fintech Services business.

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

On June 15, 2023, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01 % of

the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”).

The LLC owns the platform of

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

(see Note 7).

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby the Company acquired

80.01 % of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”).

The LLC owns the

platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey (see Note

The Company also provides ecommerce development

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Bitcoin Mining Business:

On July 23, 2021, the Company formed DMINT, Inc.,

a wholly-owned subsidiary (“DMINT”).

On July 23, 2021, the Company formed its wholly

owned subsidiary, DMINT, Inc., (“DMINT”).

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

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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.

Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings.

The Company owns 100 % 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.

included in the consolidated financial statements.

All significant intercompany transactions and

balances have been eliminated.

Reclassifications

Certain reclassifications have been made to the prior year financial

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

Fair Value of Financial Instruments

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Operating Segments

Operating segments are defined as components

of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

Operating segments are defined as components of

an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance.

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decision–making group is composed of the Chief Executive Officer and Vice President.

The Company has two operating segments as

of December 31, 2023 and 2022.

The Company has two operating segments as of

December 31, 2024 and 2023.

(see Note 17).

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

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

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

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,

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.

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 years ended December 31, 2023 and 2022 does not

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

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

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

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 years ended December 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 years

ended December 31, 2024 and 2023, does not include 20,000 and 125,468 options, respectively, to purchase common stock because of their

anti-dilutive effect.

Investments in Equity Securities

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of the Company’s bitcoin was $ 0 and $ 312,565 , respectively.

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

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

For the year ended December 31, 2023, we recorded

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

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

ended December 31, 2022.

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

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

For the years ended December 31, 2024 and 2023, we

recorded a realized gain on our bitcoin transactions of $ 222,751 and $ 288,584 , respectively.

Property and Equipment

Property and equipment is stated at cost and depreciated using the

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

Depreciation is calculated once the asset has been received and is

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

Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain

or loss on the disposition included in the statement of operations.

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:

The Company capitalizes all capital assets utilizing

the following criteria:

All land acquisitions;.

● All buildings/facilities acquisitions

and new construction;

All buildings/facilities acquisitions and new construction;

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

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● 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

The estimated useful lives for all the Company’s

property and equipment are as follows:

Item Useful Life

Computer equipment 3 years

Software 10 years

Office furniture 5 Years

Buildings and improvements 30 years

Intangible Assets

The Company accounts

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

(“ASC”) Subtopic 350-30, Gen eral Intangibles Other Than Goodwill .

ASC Subtopic 350-30, which requires

assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever

is more clearly evident and, thus, more reliably measurable.

Under ASC Subtopic 350-30 any intangible asset with a useful life is required

to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances

warrant a revision to the remaining period of amortization.

If the estimate of useful life is changed the remaining carrying amount of

the intangible asset is amortized prospectively over the revised remaining useful life.

Costs to renew or extend the term of an intangible

assets are recognized as an expense when incurred.

Included in intangible assets are merchant portfolios that are valued

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

The Company accounts for its intangible assets

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic

350-30, General Intangibles Other Than Goodwill .

ASC Subtopic 350-30, which requires assets to be measured based on the fair value

of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more

reliably measurable.

Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and

the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining

period of amortization.

If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively

over the revised remaining useful life.

Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

Included in intangible assets are merchant portfolios

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

Impairment of Long-Lived Assets

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is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.

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

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

was written down to fair value.

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

During the years ended December 31, 2024 and 2023, it was determined

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

and all was written down to fair value.

As a result, the Company recognized impairment expense of $ 2,962,469 for the year ended December

For the year ended December 31, 2023, the Company recognized impairment expense of $ 12,902,788 which included a write down of

$ 259,931 for mining equipment and a write down of $ 12,642,857 for intangible assets (see Note 4).

For the year ended December 31, 2022, no impairment

was recognized.

The Company accounts for business combinations

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Accounts Receivable

Accounts receivable represent contractual residual

payments due from the Company’s processing partners or other customers.

Residual payments are determined based on transaction fees

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, we have recorded an allowance for doubtful accounts

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

Accounts receivable represent contractual residual payments due from

the Company’s processing partners or other customers.

Residual payments are determined based on transaction fees and revenues from

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

collection experience and periodic reviews of outstanding receivables, we have recorded an allowance balance of $ 207,850 and $ 207,850

as of December 31, 2024 and 2023, respectively.

This balance represents an amount related to the ongoing lawsuit with

As of December 31,2024, the loan is not considered in default.

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant

periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services.

disputes may not be resolved in the merchant’s favor.

In these cases, the transaction is “charged back” to the merchant,

which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant.

If the merchant

has inadequate funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for

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

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

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

Disputes between a cardholder and a merchant periodically

arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services.

Such disputes may

not be resolved in the merchant’s favor.

In these cases, the transaction is “charged back” to the merchant, which means

the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant.

If the merchant has inadequate

funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for such transactions

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

the years ended December 31, 2024 and 2023 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of December 31, 2024 and 2023.

Revenue Recognition

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Transaction and processing fees from retail contracts

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

equipment rental and sales

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

Bitcoin mining revenue

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fee, this means recognizing revenue each billing period.

Bitcoin mining

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

pool operator to provide computing power to a mining pool.

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

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

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

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

We are entitled

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

Our daily earnings

are recorded net of fees charged by the pool operator.

Providing computing power to solve complex cryptographic algorithms

in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary

The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining

pool operators.

The transaction consideration the Company receives is net of digital asset transaction fees kept by the mining pool operator

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

than the fair value at contract inception or time the Company has earned the award from the mining pools.

Cryptocurrency mining:

Company entered into contracts with digital asset mining pool operators to provide the service of performing hash computations for the

mining pool operator.

The contracts are continuously renewable and 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 Bitcoin.

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.

is the measure of the computational power per second used when mining.

computing power in Bitcoin transaction verification services is an output of the Company’s ordinary activities.

The provision of

computing power is the only performance obligation in the Company’s contracts with third party pool operators.

The transaction consideration

the Company receives, if any, is noncash consideration, which is all variable.

Because it is not probable that a significant reversal

of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first

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

There is no significant financing component in these transactions.

The Company earns Bitcoin during the time period

00:00:00 UTC and 23:59:59 UTC (“24-hour Period”) unless terminated in accordance with the terms set forth by the terms of

In exchange for performing hash computations for the mining pool.

The Company performs hash computations for one mining pool

operator, Foundry USA.

Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method.

FPPS is a variant of the Pay Per

Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

fair value of the Bitcoin award received is determined using the intraday average quoted price of

the Bitcoin over the 24-Hour Period.

The Company ’ s

Bitcoin earned are actively traded on the major trading platforms.

The Company considers Coinbase to be its primary market.

consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated, over

the 24-Hour Period, in a sub-balance account held by the mining pool operator, which is finalized one hour later at 1AM UTC.

The sub-balance

account is then withdrawn to the Company ’ s whitelisted wallet address,

once a day, between the hours of 9am to 5pm UTC time (the “ Settlement ” ).

The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub- account balance,

in accordance with the mining pool operator ’ s terms of service.

the time of Settlement, the company values the amount of Bitcoin earned using the average price of Bitcoin, per Coinbase, over the 24-hour

Period and records this amount as revenue.

By utilizing the average daily price of bitcoin over the time earned, the Company eliminates

any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company

establishes and completes the contract.

to ASC 606-10-55-42, the Company assessed if the customer ’ s option

to renew represented a material right that represents a separate performance obligation and noted the renewal is not a material right.

The definition of a material right is a promise in a contract to provide goods or services to a customer at a price that is significantly

lower than the stand-alone selling price of the good or service.

The mining pool operator does not provide any discounts and as such there

is no economic benefit to the customer and as such a separate performance obligation does not exist under 606-10-55-42.

In addition, there

are no options for renewal that are separately identifiable from other promises in the contract, such as an ability to extend the contract

at a reduced price.

The performance obligation of the Bitcoin miner

under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification of

digital asset transactions.

The Company’s miners contribute computing power (i.e..

hashrate) that perform hash calculations to the

mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes.

pool then utilizes a specific mining algorithm (e.g.

SHA-256) to submit shares (proof of work) to the mining pool’s server as they

contribute to solving the Bitcoin puzzles required to mine a block.

The Company reviews and analyzes its individual pool performance using

a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings.

The service of

performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities.

The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators.

The Company performs hash computations for one mining pool operator, Foundry USA.

Foundry USA operates its pool on the Full Pay Per Share

(FPPS) payout method.

FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted,

regardless of whether the pool finds a block.

Regardless of the pool’s success, the Company

will receive consistent rewards based on the number of valid shares it contributes.

The transaction consideration the Company receives

is non-cash consideration, in the form of bitcoin.

The Company measures the bitcoin at fair value on the date earned using the average

price (calculated by averaging the daily open price and the daily close price) quoted by its Principal Market at the date the Company

completed the service of performing hash computations for the mining pool operator.

There are no deferred revenues or other liability

obligations recorded by the Company since there are no payments in advance of performance.

At the end of each 24 hour period (00:00:00

UTC and 23:59:59 UTC), there are no remaining performance obligations.

By utilizing the average daily price of bitcoin on the date earned,

the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during

the period where the Company establishes and completes the contract.

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..

no significant financing component in these transactions.

There is no significant financing

component in these transactions.

If authoritative guidance is enacted by the Financial

Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could affect the Company’s

financial position and results from operations.

Digital product revenue

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products and/or calling services.

When products are provided at the point of sale, revenue is recognized immediately and at the

time of payment.

When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially

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

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

When products are provided at the point of sale, revenue is recognized immediately and at the time of

When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded

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

As of December 31, 2024 and 2023, customer deposits were $0 .

The Company determines whether an arrangement

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rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

For the Company’s operating leases, fixed lease payments are

recognized as lease expense on a straight-line basis over the lease term.

For leases with a term of 12 months or less, lease payments

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

qualifying for the short-term lease exception were insignificant.

Variable lease costs are recognized as incurred and primarily consist

of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

For the Company’s operating leases, fixed

lease payments are recognized as lease expense on a straight-line basis over the lease term.

For leases with a term of 12 months

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

policy election.

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.

The Company accounts for income taxes under the

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In December 2023, the FASB issued ASU No.

2023-08, Intangibles—Goodwill

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

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

Accounting for and Disclosure of Crypto Assets.

The amendments in ASU No.

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

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

The amendments also improve the information provided to investors

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

during the reporting period.

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

interim periods within those fiscal years.

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

yet been issued (or made available for issuance).

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

beginning of the fiscal year that includes that interim period.

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

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

in which an entity adopts the amendments.

The 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.

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

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At December 31, 2024, the Company had cash of approximately

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

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

To date, the Company has generated cash

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

in excess of $ 2,000,000 .

$ 27,000 , accounts receivable of approximately $ 101,000 , prepaid expenses of approximately $ 18,000 and other receivables at $ 599,600 .

December 31, 2024 the Company has accounts payable and accrued expenses of approximately $ 5,912,000 .

To date, the Company has generated

cash flows from issuances of equity and indebtedness and during the year ended December 31, 2024 reported net cash used by operating activities

in excess of approximately $ 2,600,000 .

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

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

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

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

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

The Company does plan to restart the process

to apply for the licenses in late 2024 or 2025.

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

have an impact on the working capital of the Company.

Management believes that its current available resources will be sufficient

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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.

Without raising additional capital, either via additional advances made pursuant

to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability to continue as a going

concern through March 31, 2026.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue

as a going concern.

This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities

in the normal course of business.

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 not continue as a going concern.

NOTE 4 – INTANGIBLE ASSETS

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Net trade name

Merchant Portfolio

Less accumulated amortization

( 2,476,191 )

Net trade name

Exclusive agreement to purchase natural gas

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( 4,499,952 )

( 1,087,489 )

Net mineral rights

Less accumulated amortization

Net mineral rights

Total intangible assets, net

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

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

on impairment for the year ended December 31, 2023.

Due to the ongoing litigation with FFS relating

to a breach of contract in connection with the Acquired Merchant Portfolio (see Note 15), the Company has written off the asset and recognized

a $ 12,642,857 loss on impairment for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company

impaired its agreement to purchase natural gas and recognized a $ 2,962,469 loss on impairment for the year ended December 31, 2024.

Amortization expense for the years ended December

31, 2024 and 2023 was $ 533,805 and $ 4,172,117 , 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

expense related to amortizing intangible assets for the years ended December 31:

The weighted average remaining useful life of amortizing intangible

assets was 5.12 years at December 31, 2023.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Furniture and fixtures

Office equipment

Computer software

Leasehold Improvements

Bitcoin mining equipment

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NOTE 6 – INVESTMENT IN EQUITY SECURITIES

The Company owns 165.27 units ( 1.11 %) of Node

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

The investment was

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

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

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

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

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.

During the years ended December 31, 2024 and

2023, the Company recognized a realized gain of $ 274,731 and $ 23,662 , respectively.

During the year ended December 31, 2024, the Company

redeemed the Fund and received proceeds of $ 548,393 .

As of December 31, 2024 and 2023, the investment in equity securities was $0 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.

The consolidated income statement

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

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

The Company accounted for the transaction as a business combination

under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of

the acquisition date as outlined in the table below.

The consolidated income statement for the year ended December 31, 2023, includes

$ 2,534,577 of revenue and $ 3,001,190 of expenses of Cuentas SDI, LLC from the date of acquisition (June 15, 2023) through December

31, 2023 for a net loss of $ 466,613 .

The excess of the purchase price over the estimated

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Excess purchase price allocated to goodwill

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

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

Had the business combination taken place as of

January 1, 2023 the Company would have recorded $ 4,541,090 in revenues and $ 138,459 in losses for the year ended December 31,

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

Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC whereby it acquired

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

As a result, effective May 20, 2024, the

Company owns 100 % of SDI.

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 March 1, 2025.

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

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

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

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

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 years ended December 31, 2024 and 2023, the Company made repayments of $ 204,919 and

$ 226,547 , respectively.

As of December 31, 2024 and 2023, the note payable balance was $ 202,939 and $ 407,858 , respectively.

is currently in negotiations with VFS to extend the term of the loan.

NOTE 9 – STOCK OPTIONS

In January 2022, the Company entered into new

employment contracts with Mr.

Yakov (CEO) and Mr.

Smith (Vice President, Finance).

Pursuant to the terms on the employment agreements

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

Yakov (similar amount granted annually during

employment contract) and 275,000 – Mr.

Smith (granted only in 2022)).

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

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

Smith vested equally over five years.

However, as per 2020 Equity Incentive Plan

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

Therefore only 178,162 stock options were considered

granted initially (the number has been allocated between Mr.

Yakov and Mr.

Smith pro rata).

The aggregate fair value of the options totaled

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

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

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

life of the options of 4 years.

On December 22, 2022 shareholders of the Company

have approved Amended and Restate Equity Incentive Plan, increasing the number of stock options Company is allowed to use in stock-based

compensation agreements with employees.

Simultaneously, the Company modified the stock

option agreements with Mr.

Yakov and Mr.

Smith as follows.

Out of stock options to purchase 200,000 shares

of common stock granted to Mr.

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

remaining 50,000 vesting on January 1, 2024.

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

have an exercise price of $ 0.01 per share.

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

model using the following estimates:

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

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

Out of stock options to purchase 275,000 shares

of common stock granted to Mr.

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

remaining 68,750 vesting on January 1, 2024.

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

The aggregate fair value of the options

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

Modification of option contracts with two officers

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

The fair value of all 2022 option issuances

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

On January 3, 2023, the Company granted stock

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

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

The options have an exercise price of $ 0.01

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

following estimates:

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

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.

The options have a one year vesting term and 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 , 1.63 % risk free rate, 295 % volatility and expected life of the options

of 10 years .

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

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

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

therefore, the Company has shown those

options as expired as of December 31, 2023.

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).

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

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

outstanding stock options and changes is presented below:

Stock Options

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Options outstanding December 31, 2023

Options outstanding December 31, 2024

Shares exercisable at December 31 2024

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the Company recognized $ 406,500 and $ 727,758 , respectively, in stock-based compensation related to the above-mentioned options.

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

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

December 31, 2024 there was $ 135,500 of unrecognized expense for the above-mentioned options is expected to extend for 1.26 years and

the weighted average contractual term of the options outstanding and of the option exercisable were 9.01 years.

NOTE 10 – WARRANTS

A summary of the status of the Company’s

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

outstanding warrants and changes during the periods is presented below:

Warrants Weighted

Price Weighted

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

Underwriter Warrant Exercised —

( 1,400,000 )

Outstanding, December 31, 2023 856,313 $ 68.33 2.60

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On June 24, 2020, eVance, Inc.

entered into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately

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

The term of the Lease was for thirty-nine

( 39 ) months commencing September 1, 2020.

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

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

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

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

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

(“eVance”) entered

into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately 4,277 square

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

The term of the Lease was for thirty-nine ( 39 ) months

commencing September 1, 2020.

The monthly base rent was $ 8,019 for the first twelve (12) months increasing thereafter to $ 8,768 .

total rent for the entire lease term was $ 323 ,812and $ 8,768 is payable as a security deposit.

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

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

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

Those payments are expensed as incurred and included

in the total lease expense for each year.

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

with a term in excess of one year.

NOTE 12 – COMMON STOCK

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

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

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.

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

for $ 110,000 .

On November 13, 2024, eVance, Inc.

entered into a Lease Agreement (the “Lease”) with Royal Centre Holdings LLC (the “Lessor”) relating to approximately

1,740 square feet of property located at 11475 Great Oaks Way, Alpharetta, Georgia.

The term of the Lease is for thirty-nine ( 39 ) months

commencing December 1, 2024.

The monthly base rent was $ 4,023.75 for the first twelve (12) months increasing each year thereafter.

total rent for the entire lease term is $ 162,435 and $ 4,397 is payable as a security deposit.

Lease expense for the years ended December 31,

2024 and 2023, was $ 147,575 and $ 212,448 , 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.

Balance Sheet Classification December 31,

Operating lease asset Right of use asset $ 140,218

Total lease asset $ 140,218

Operating lease liability – current portion Current operating lease liability $ 46,491

Operating lease liability – noncurrent portion Long-term operating lease liability 93,869

Total lease liability $ 140,360

Lease obligations at December 31, 2024 consisted

of the following:

For the year ended December 31:

Total payments

Amount representing interest

Lease obligation, net

Less current portion

Lease obligation – long term

NOTE 12 – STOCKHOLDERS’ EQUITY

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 year ended December 31, 2024, the Company

sold 478,637 shares of common stock from its ATM Offering, for total proceeds of $ 1,090,890 .

During the year ended December 31, 2024, the Company issued 2,500 shares

of common stock as a charitable contribution.

The shares were valued at $ 1.89 , the closing price on the date of grant, for total non-cash

expense of $ 4,725 .

During the year ended December 31, 2024, there

was an increase to additional paid in capital for stock option expense of $ 406,500 .

During the year ended December 31, 2024, there was a decrease to additional

paid in capital for Series A preferred stock dividend expense of $ 124,903 .

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 these financial statements have been retroactively restated to reflect the Reverse Stock Split as though it had

occurred as of January 1, 2023.

Refer to Note 14 for common stock issued to related

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Series A Preferred Stock

On August 7, 2020, we filed a Certificate of Designations,

Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware.

On August 7, 2020, we filed a Certificate of Designations, Preferences

and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware.

Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated

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Directors of the Company.

The Series A Preferred Stock holders may convert,

The Series A Preferred Stockholders may convert,

at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued

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NOTE 14 – RELATED PARTY TRANSACTIONS

On January 3, 2022, the Company entered into a

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

(“Crowd Ignition”) whereby the Company purchased

100 % of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $ 0.0001 of the Company (the “CI

Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the

Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for

Crowd Ignition of $ 5.3 million.

The purchase price was used solely to establish the agreed upon purchase price between the parties and

not for accounting purposes.

Crowd Ignition is a web-based crowdfunding software

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company, collectively owned 100 %

of the equity of Crowd Ignition.

The acquisition of Crowd Ignition., was determined to be a common control transaction as each Company

has the same two shareholders with a majority ownership.

As a result, the assets and liabilities assumed were recorded on the Company’s

condensed consolidated financial statements at their respective carry-over basis;

however, as of January 3, 2022, Crowd Ignition has no

assets, liabilities or other operations.

On December 14, 2022, Mr.

Herzog converted 3,612

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

As of December 31, 2022, the Company was obligated

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

as of December 31, 2022.

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

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

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

On February 14, 2023, a shareholder reported to

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

stock on the open market.

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

other income in the consolidated statement of operations.

During December 2023, Mr.

Yakov made payments

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

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

During the year ended December 31, 2023 and 2022,

of December 31, 2022, the Company was obligated to issue shares worth of $ 165,000 to Directors for their service and a provision for this

compensation was accrued in the balance sheet as of December 31, 2022.

During the year ended December 31, 2023, the Company issued 41,322

shares of common stock to Alina Dulimof and Amir Sternhell, Directors, and issued 53,719 shares of common stock to Ehud Ernst, Director,

to extinguish the $ 165,000 liability.

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

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 .

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 .

February 14, 2023, a shareholder reported to the Company that they had incurred short swing profits of $ 114,654 in connection with a series

of purchases and sales of the Company’s stock on the open market.

The shareholder disgorged such short-swing profits to the Company

on February 28, 2023, and the Company recorded other income in the consolidated statement of operations.

During December 2024 and 2023, Mr.

payments on behalf of the Company in the amount of $ 1,191,282 and $ 12,678 , respectively.

The amount is non-interest bearing and due on

During the years ended December 31, 2024 and 2023,

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

Yakov and Mr.

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

As of December

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

Yakov is $ 543,509 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.

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

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 August 12, 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.

Refer to Note 9 for options to purchase shares

5 unchanged sentences

associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

On November 24, 2021, we entered into an Asset

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

we acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”).

The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million

On November 24, 2021, the Company entered into an Asset Purchase Agreement

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

a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”).

purchase price was $ 20 million, with $ 16 million paid at closing, $ 2 million payable within six months after closing, and a $ 2 million

payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement.

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

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

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

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

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

In addition, in connection

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

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

The Bank has filed a counterclaim for fees

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

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

counterclaim.

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

DMINT is currently in a contract dispute with a contractor.

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

of approximately $ 444,000 .

Company is engaged in ongoing litigation with FFS in the Supreme Court of the State of New York, New York County relating to the Acquired

Merchant Portfolio wherein:

(i) FFS alleges the Company breached the contract by failing to pay the balance of the purchase price;

(ii) the Company seeks to recover the purchase price along with damages arising from FFS’ breach of representations and warranties

and other misrepresentations about the Acquired Merchant Portfolio which ultimately resulted in the termination of the bank processing

agreement by Clear Fork Bank (the “Bank”).

In addition, the Company has filed a lawsuit in the District Court of the

42 nd Judicial District, Taylor County, Texas against the Bank, Timothy Cooper, Daniel Neff, Anthony Sandoval, Lawrence

Kentz, Slone Balliew, Olan Beard and Ricky Beard seeking damages the Company suffered as a result of it having to cease processing

transactions for the merchants underlying the Acquired Merchant Portfolio.

More specifically, the Company has asserted the following

causes of action:

(i) Negligent Supervision against the Bank;

(ii) Fraud against all Defendants;

(iii) Breach of Fiduciary Duty against

(iv) Negligence against all Defendants;

(v) Common Law Indemnification against the Bank;

(vi) Negligent Misrepresentation against

all Defendants;

and (vii) Vicarious Liability against all Defendants.

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.

are currently in discovery and trial dates have not been set.

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;

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.

The parties are working on a payment schedule

but have been unable to agree on terms to date.

NOTE 16 – INCOME TAX

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Valuation allowance

At December 31, 2023,

the Company had operating loss carry forwards of approximately $ 24,700,000 , $ 2,600,000 of which expire from 2024 – 2040 , and no

expiration on the remaining amount.

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net

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

A full Section 382 analysis has not been prepared and

NOLs could be subject to limitation under Section 382.

At December 31, 2024, the Company had operating loss carry forwards

of approximately $ 35,600,000 , $ 2,600,000 of which expire from 2024 – 2040 , and no expiration on the remaining amount.

In accordance

with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the

event of a change in ownership.

A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section

NOTE 17 – SEGMENTS

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our reportable operating segments.

The following table details revenue, operating

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

Reportable segment revenue:

Revenue, net - cryptocurrency mining

Fintech services revenue

Total segment and consolidated revenue

Operating Expenses

Cryptocurrency mining

( 3,193,683 )

Fintech services

( 26,857,523 )

Segment profit

General and administrative expenses

( 8,715,769 )

Loss from operations

$ ( 8,397,996 )

Total Assets:

Cryptocurrency mining

Fintech services

The following tables detail revenue, operating

16 unchanged sentences

Accrued expenses

Preferred dividend payable (related parties)

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

56 unchanged sentences

( 23,180,663 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders’

$ ( 17,583,327 )

1 unchanged sentence

$ ( 23,304,885 )

NOTE 18 – MERCHANT PORTFOLIO PURCHASE

INSTALLMENT OBLIGATION

The following tables detail revenue, operating

expenses, and assets for the Company’s reportable segments for the year ended December 31, 2024.

Current Assets:

Accounts receivable, net

Prepaid expenses

Other receivables

Total Current Assets

Other Assets:

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Other long-term assets

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Cash overdraft

Accounts payable

Accrued expenses

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

Related party payable

Operating lease liability – current portion

Note payable – current portion

Due to/from intercompany

Total Current Liabilities

Long Term Liabilities:

Operating lease liability – net of current portion

Total Liabilities

Stockholders’ Equity:

Series A Preferred stock

Treasury stock

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

Digital product revenue

Total revenue

Operating expenses:

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Salaries and wages

Professional fees

General and administrative expenses

Impairment expense

Total operating expenses

Loss from operations

( 4,032,925 )

( 7,643,526 )

( 11,676,451 )

Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Total other income

( 4,078,867 )

( 7,146,044 )

( 11,224,911 )

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders’

$ ( 4,203,770 )

$ ( 7,146,044 )

$ ( 11,349,814 )

NOTE 18 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset

9 unchanged sentences

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 performed an evaluation of subsequent events through, April 15, 2025, the date that the financial statements were issued and has determined that is

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

January 24, 2024, Mr.

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

On January 24, 2024, Mr.

Smith exercised options

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

On April 8, 2024, the Company entered into Amendment

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

Yakov (the “Yakov Agreement”).

The Amendment corrected

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

The Amendment

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

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

Each Stock Option granted shall become exercisable

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

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

Subsequent to December 31, 2024, the Company sold

90,762 shares of common stock from its ATM Offering, for total proceeds of $ 187,913 .

Subsequent to December 31, 2024, Mr.

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

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

and Disagreements with Accountants on Accounting and Financial Disclosure

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

(the “Company”)

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

had completed a business combination agreement with CohnReznick LLP.

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

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

with the Securities and Exchange Commission.

Daszkal’s reports on the Company’

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

Yakov made payments on behalf

of the company in the amount of $ 10,848 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On July 15, 2024, the Company decided to not engage

Mac Accounting Group & CPAs, LLP (“MAC”), the Company’s independent registered public accounting firm, for the Company’s

audit and therefore dismissed the firm effective immediately.

During the fiscal year ended December 31, 2023, MAC’s audit reports

on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified

as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2021, and

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

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

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

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

and (ii) no “reportable events” within

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

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

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

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

ended December 31, 2022.

There were no disagreements between the Company and MAC on any matter of accounting

principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to MAC’s

satisfaction, would have caused MAC to make reference in connection with MACs report to the subject matter of the disagreement;

were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of

material weaknesses in the Company’s internal controls over financial reporting as disclosed in Part II, Item 9A of the Company’s

Form 10-K for the year ended December 31, 2023.

On July 15, 2024, the Company approved the engagement

of RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm, effective immediately.

During the fiscal years ended December 31, 2023 and 2024 and through the date of this Current Report on Form 8-K, neither the Company

nor anyone acting on its behalf consulted RBSM with respect to (i) the application of accounting principles to a specified transaction,

either completed or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither

a written report was provided to the Company nor oral advice provided that RBSM concluded was an important factor considered by the Company

in reaching a decision as to any accounting, auditing or financial reporting issue;

or (ii) any matter that was the subject of a disagreement

or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data