What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 404 added, 473 removed, 684 unchanged (56% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

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

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

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

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024

Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Notes to the Consolidated Financial Statements (unaudited)

The OLB Group, Inc.

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Consolidated Balance Sheets

September 30,

Current Assets:

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Other receivables

Investment in equity securities

Other current assets

3 unchanged sentences

Intangible assets, net

Operating lease right-of-use assets

Other long-term assets

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Accrued expenses

Preferred dividend payable (related parties)

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

Related party payable

Accrued interest - related party

Operating lease liability – current portion

Note payable – current portion

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Notes payable, net of current portion

Convertible note payable –related party

Operating lease liability – net of current portion

Total Liabilities

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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 September 30, 2024 and December 31, 2023, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 1,821,725 and 1,547,025 shares issued, 1,809,108 and 1,521,791 shares outstanding at September 30, 2024 and December 31, 2023, respectively

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

Common stock receivable

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 1,021 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 2,380,692 and 2,289,930 shares issued, 2,368,075 and 2,277,313 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 12,617 shares at March 31, 2025 and December 31, 2024

Additional paid-in capital

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( 67,799,807 )

Total stockholders’ equity of The OLB Group and Subsidiaries

Non-controlling interest

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral part

T he accompanying notes are an integral part

of these unaudited consolidated financial statements.

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Consolidated Statements of Operations

Three Months Ended

September 30,

Nine Months Ended

September 30,

For the Three Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

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Processing and servicing costs, excluding merchant portfolio amortization

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Amortization expense

Depreciation expense

Salaries and wages

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( 2,887,565 )

( 1,859,903 )

( 7,132,906 )

( 4,893,773 )

Other income (expense):

Realized gain (loss) on sale of cryptocurrency

Realized gain and unrealized (loss) gain on investment

Realized gain (loss) on sale of bitcoin

Unrealized gain on investment

Interest expense

Other expense

Total other income (expense)

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( 2,400,618 )

( 6,678,888 )

( 5,089,798 )

Income tax expense

1 unchanged sentence

( 2,400,618 )

( 6,678,888 )

( 5,089,798 )

Net income attributed to noncontrolling interest

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

1 unchanged sentence

( 2,371,596 )

( 6,678,888 )

( 5,008,411 )

Preferred dividends (related parties)

2 unchanged sentences

$ ( 2,402,907 )

$ ( 6,772,480 )

$ ( 5,101,322 )

Net loss per common share, basic and diluted

1 unchanged sentence

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

of these unaudited consolidated financial statements.

The OLB Group, Inc.

1 unchanged sentence

Consolidated Statements of Changes in Stockholders’

For the Three and Nine Months Ended September

30, 2024 and 2023

For the Three Months Ended March 31, 2025 and

Preferred Stock

2 unchanged sentences

$ ( 67,799,807 )

Common stock issued for exercise

Common stock sold for cash

Common stock issued to related parties

for accrued liabilities

Preferred stock dividends-related

Preferred stock dividends-related party

Stock-based compensation

Adjustment for 10 for 1 reverse stock

( 1,088,998 )

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$ ( 109,988 )

Preferred stock dividends-related

Stock-based compensation

Derecognition of non controlling

$ ( 68,888,805 )

( 2,648,012 )

Balance at June 30, 2024

( 61,623,526 )

Preferred stock dividends-related

Stock-based compensation

Common stock sold for cash

( 1,630,258 )

Balance at September 30, 2024

$ ( 109,988 )

$ ( 63,253,784 )

Preferred Stock

Balance at December 31, 2023

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$ ( 56,574,896 )

Common stock issued for director

Preferred stock dividends

Common stock issued for exercise of options

Common stock sold for cash

Common stock issued to related parties for accrued liabilities

Preferred stock dividends-related party

Stock-based compensation

Adjustment for 10 for 1 reverse stock split

( 2,371,596 )

2 unchanged sentences

$ ( 109,988 )

Preferred stock dividends

of non-controlling interest in acquisition

Balance at June 30, 2023

$ ( 58,946,492 )

Preferred stock dividends

Stock based compensation

( 1,801,738 )

( 1,884,850 )

Balance at September 30, 2023

$ ( 109,988 )

$ ( 38,399,194 )

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements .

of these unaudited consolidated financial statements .

The OLB Group, Inc.

1 unchanged sentence

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

For the Years Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

$ ( 2,400,618 )

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

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

Depreciation and amortization

1 unchanged sentence

Operating lease expense, net of repayment

(Gain) loss on sale of bitcoin

Realized gain on investment

Unrealized gain on investment

Realized gain on sale of bitcoin

Changes in assets and liabilities:

Accounts receivable

( 1,228,529 )

Prepaid expenses and other current assets

1 unchanged sentence

Accounts payable

Customer deposits

Accrued interest – related party

Accrued expenses

Net cash (used in) provided by operating activities

( 1,586,886 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investment

Acquisition of 19.99 % interest in Moola Cloud, LLC

Acquisition of property and equipment

( 1,229,630 )

Purchase of 80.01 % interest in Moola Cloud, LLC

Net cash provided by (used in) investing activities

( 2,079,630 )

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Advances from related party

Repayments to related party

Proceeds from exercise of options – related party

Repayments on note payable

Net cash provided by (used in) by financing activities

Net cash provided by financing activities

Net change in cash

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Common stock issued for accrued liabilities

Common stock receivable

Preferred stock dividends

Cancellation of operating leases

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Notes to the Unaudited Condensed Consolidated

Financial Statements

September 30, 2024

Notes to the Consolidated Financial Statements

March 31, 2025

NOTE 1 – BACKGROUND

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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.

the activities of this subsidiary have been nominal.

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 Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, 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).

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 the LLC.

On August 14, 2024, Cuentas LLC changed its name

to Moola Cloud, LLC.

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

results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2024 and not necessarily

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

These unaudited financial statements should be read

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

year ended December 31, 2023.

results of operations and cash flows of the Company as of and for the three month period ending March 31, 2025 and not necessarily indicative

of the results to be expected for the full year ending December 31, 2025.

These unaudited financial statements should be read in conjunction

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

Use of Estimates

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statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us,

Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., DMINT Real Estate Holdings and Moola Cloud, LLC.

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 unaudited 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 period ended September 30, 2024.

Fair Value of Financial Instruments

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

Quoted market prices available in active

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

Quoted market prices available in active markets for identical

assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices

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not corroborated by market data.

The carrying amount of the Company’s financial

assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair

value because of the short maturity of those instruments.

The Company’s notes payable represents the fair value of such instruments

as the notes bear interest rates that are consistent with current market rates.

The carrying amount of the Company’s

financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, other receivables, other current assets,

accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.

Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent

with current market rates.

Concentration of Credit Risk

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At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

As of September 30, 2024 and December 31, 2023, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

As of March 31, 2025 and December 31, 2024, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

Operating Segments

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The Company has two operating segments as of

September 30, 2024 and December 31, 2023.

March 31, 2025 and December 31, 2024.

(see Note 15).

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of common stock during the period.

The weighted average number of common shares for the nine months ended September 30, 2024 and 2023

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

The weighted average number

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

common stock because of their anti-dilutive effect.

The weighted average number of common shares for the three months ended March 31, 2025 and 2024 does

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

The weighted average number of common

shares for three months ended March 31, 2025 and 2024, does not include 20,000 and 20,000 options, respectively, to purchase common stock

because of their anti-dilutive effect.

Investments in Equity Securities

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in our impairment policy.

September 30, 2024 and December 31, 2023, the carrying value of the Company’s bitcoin was $ 9,459 and $ 312,103 , respectively.

of September 30, 2024, the Company had 0.17 bitcoin on hand which had a fair value of $ 10,766 based on the price of bitcoin of approximately

For the three months ended September 30, 2024 and

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

For the nine months ended September

30, 2024 and 2023, we recorded a realized gain (loss) on our bitcoin transactions of $ 225,229 and $( 279,242 ), respectively.

At March 31, 2025 and December 31, 2024, the carrying

value of the Company’s bitcoin was $ 2,269 and $ 0 , respectively.

As of March 31, 2025, the Company had 0.027 bitcoin on hand which

had a fair value of $ 470,633 based on the price of bitcoin of approximately $ 2,269 .

For the three months ended March 31, 2025 and 2024,

we recorded a realized gain on our bitcoin transactions of $ 0 and $ 225,229 , respectively.

Property and Equipment

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property and equipment are as follows:

Computer equipment

2.5 - 3 years

Office furniture

Buildings and improvements

Item Useful Life

Computer equipment 3 years

Software 10 years

Office furniture 5 Years

Buildings and improvements 30 years

Intangible Assets

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

The Company recorded no impairment expense for the three and nine months

ended September 30, 2024 and 2023.

The Company recorded no impairment expense for

the three months ended March 31, 2025 and 2024.

The Company accounts for business combinations

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

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

A summary of goodwill as of September 30, 2024,

is as follows:

and goodwill and determined there was no impairment at March 31, 2025.

A summary of goodwill as of March 31, 2025, is

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

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

Goodwill balance as of September 30, 2024

Acquisition of 80.01 % interest of Cuentas SDI, LLC on June 15, 2023

Goodwill balance as of March 31, 2025

Accounts Receivable

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

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

of $ 207,850 and $ 207,850 as of September 30, 2024 and December 31, 2023, respectively.

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

and $ 207,850 as of March 31, 2025 and December 31, 2024, respectively.

This balance represents an amount related to the ongoing lawsuit

As of March 31, 2025, the loan is not considered in default.

Reserve for Chargeback Losses

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

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

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

the three months ended March 31, 2025 and 2024 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of March 31, 2025 and December 31, 2024.

Revenue Recognition

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For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

Transaction and processing fees from wholesale contracts

Transaction and processing fees from retail contracts

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

Bitcoin mining revenue

Digital product revenue

Total revenue

Total revenue from contracts with customers

The Company recognizes revenue under ASC 606,

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generates recurring revenue through monthly subscriptions for software services.

This service is provided based on an agreement with the

customer regarding software services.

This service is provided based on an agreement

with the customer regarding software services.

Performance obligations are promises in a contract to a customer.

In the subscription

model, each billing period represents a performance obligation.

The transaction price is the amount of consideration the Company expects

to receive in exchange for transferring goods or services.

For recurring revenue, this is the subscription fee.

The Company allocates

to the performance obligated based on the selling price for the subscription.

If the criteria for recognizing revenue over time are met,

revenue is recognized over the period of performance.

For subscription and recurring fee, this means recognizing revenue each billing

Bitcoin mining

The Company has entered into a contract with a

digital asset mining pool operator to provide computing power to a mining pool.

The contract is terminable at any time by either party

and the Company’s enforceable right to compensation only begins when the Company starts providing computing power to the mining

pool operator.

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

formula, which primarily calculates the hash rate provided by us to the mining pool as a percentage of total network hash rate, and other

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

Our daily earnings are recorded net of fees charged by the pool operator.

Providing computing power to solve complex cryptographic

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

ordinary activities.

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

with mining pool operators.

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

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

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

The consideration

is all variable.

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

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

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

The transaction price is the amount of consideration

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

For recurring revenue, this is the subscription

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

If the criteria for

recognizing revenue over time are met, revenue is recognized over the period of performance.

For subscription and recurring

fee, this means recognizing revenue each billing period.

Cryptocurrency mining:

The Company entered into contracts with digital

asset mining pool operators to provide the service of performing hash computations for the mining pool operator.

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

Hashrate 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.

value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period.

Company’s Bitcoin earned are actively traded on the major trading platforms.

The Company considers Coinbase to be its primary market.

The 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.

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.

At 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.

Pursuant 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.

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 September 30, 2024, 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 March 31, 2025 and December 31, 2024, customer deposits were $0 .

The Company determines whether an arrangement

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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

Accounting for and Disclosure of Crypto Assets.

The amendments

2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets

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

The amendments also improve the information provided

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

and changes during the reporting period.

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

including interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that

have not yet been issued (or made available for issuance).

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

as of the beginning of the fiscal year that includes that interim period.

2023-08 requires a cumulative-effect adjustment to the

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

period in which an entity adopts the amendments.

The Company has not yet adopted ASU No.

2023-08 and is currently evaluating the impact

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

The Financial Accounting Standards Board (FASB)

issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, in November

This update enhances segment reporting disclosures to provide investors with more useful and transparent information about a company’s

operating segments.

Public companies must now disclose significant segment expenses that are regularly reviewed by the chief operating

decision-maker (CODM).

These expenses should be reported on an itemized basis, providing more insight into segment profitability.

must provide segment disclosures in both annual and interim reports.

Required disclosures apply to all public entities under FASB’s

segment reporting rules.

Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

The Company adopted this ASU, effective for the year ended December 31, 2024.

The Company has implemented all new accounting

pronouncements that are in effect.

These pronouncements did not have any material impact on the financial statements unless otherwise

disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have

a material impact on its financial position or results of operations.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

Company’s unaudited consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company’s

management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business.

At September 30, 2024, the Company had cash of approximately $ 41,000 , accounts receivable of approximately $ 87,000 , and other prepaids

and receivables of approximately $ 515,000 .

At September 30, 2024

the Company has a cash overdraft, accounts payable and accrued expenses of approximately $ 5,230,000 .

There is also a note payable of

approximately $ 253,000 , a related party payable of approximately $ 1,204,000 and preferred dividend due of approximately $ 512,000 .

the Company has generated cash flows from operations, issuances of equity and indebtedness and during the period ended September 30,

2024 reported net cash used by operating activities of approximately $ 1,589,000 .

The Company’s unaudited consolidated financial

statements have been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether it will

be able to meet its obligations and continue its operations in the normal course of business.

At March 31, 2025, the Company had cash

of approximately $ 29,000 , accounts receivable of approximately $ 128,000 , prepaid expenses of approximately $ 5,000 and other receivables

of approximately $ 677,000 .

At March 31, 2025, the Company has accounts payable and accrued expenses of approximately $ 5,865,000 , a cash overdraft of

$ 60,421 as well as other current liabilities of approximately $ 4,194,000 .

To date, the Company has generated cash flows from issuances

of equity and indebtedness and during the three months ended March 31, 2025 reported net cash used by operating activities of

approximately $ 156,000 .

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, along with potential funds to be received from the ATM Offering and the loan agreement with Yakov Holdings, LLC (note 14),

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

However, management recognizes that it may

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

No assurances can be given that management will

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

These financial statements do not include any adjustments

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

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

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

However, management recognizes

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

No assurances can be given that management

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

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 unaudited 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 unaudited consolidated 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

Intangible assets consist of the following:

September 30,

Merchant portfolios

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Net mineral rights

Less accumulated amortization

Net mineral rights

Total intangible assets, net

Amortization expense for the three and nine months

ended September 30, 2024, was $ 112,499 and $ 421,307 , respectively.

Amortization expense for the three and nine months

ended September 30, 2023, was $ 899,834 and $ 2,699,496 , 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 4.37 years at September 30, 2024.

Amortization expense for the three months ended

March 31, 2025 and 2024 was $ 3,972 and $ 190,961 , respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

September 30,

Office equipment

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Property and Equipment, net

expense for the three and nine months ended September 30, 2024, was $ 656,017 and

$ 2,249,208 , respectively.

Depreciation expense for the three and nine months ended September 30, 2023, was $ 910,743 and $ 2,510,176 , respectively.

Depreciation expense for the three months ended

March 31, 2025 and 2024 was $ 258,349 and $ 749,520 , respectively.

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

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

During the nine

months ended September 30, 2024 and 2023, the Company recognized a realized gain (loss) of $ 274,731 and an unrealized (loss) of ($ 31,437 ),

respectively.

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

September 30, 2024 and December 31, 2023, the investment in equity securities was $0 and $ 273,662 , respectively.

NOTE 7 – BUSINESS COMBINATIONS

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

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

the membership interests of Moola Cloud, 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 excess of the purchase price over the estimated

fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill.

The provisional estimated fair value of the non-controlling interest was based on the price the Company paid for their 80.01 % of their

controlling interest.

The goodwill represents expected synergies from the combined operations and the acquired base of current and prior

merchants to which we hope to sell our merchant services.

The allocation of the purchase price and the estimated

fair market values of the assets acquired, liabilities assumed, and non-controlling interest are shown below:

Consideration

Consideration issued

Identified assets, liabilities, and non-controlling interest

Property and equipment, net

Cash overdraft

Customer deposits

Accounts payable

Accrued expenses

Non-controlling interest

Total identified assets, liabilities, and non-controlling interest

Excess purchase price allocated to goodwill

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

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

As of December 31,

2024, the investment in equity securities was $ 0 .

During the three months ended March 31, 2024,

the Company recognized an unrealized gain of $ 274,731 .

NOTE 7 – NOTE PAYABLE

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

During the nine months ended September 30, 2024, the Company made repayments

During the three months ended March 31, 2025, the Company made repayments

of $ 38,838 .

As of September 30, 2024, the note payable balance was $ 252,614 .

As of March 31, 2025 and December 31, 2024, the note payable balance was $ 164,101 and $ 202,939 , respectively.

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

NOTE 8 – STOCK OPTIONS

On January 3, 2024, the Company granted stock

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

agreement with Mr.

50 % of the options vested immediately, 25 % of the options vest on the one-year anniversary of the grant, and

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

The options have an exercise price of $ 0.01 per share pre-split ($ 0.10

per share post-split).

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

the following estimates:

exercise price of $ 0.01 (pre-split pricing), 1.63 % risk free rate, 295 % volatility and expected life of the options

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

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Stock Options

Options outstanding January 1, 2023

Options outstanding December 31, 2023

Options outstanding September 30, 2024

Shares exercisable at September 30, 2024

During the nine months ended September 30, 2024

and 2023 the Company recognized $ 372,624 and $ 161,605 , respectively, in stock-based compensation related to the above-mentioned options.

As of September 30, 2024 there was $ 169,375 of unrecognized expense for the above-mentioned options is expected to extend for 1.51 years

and the weighted average contractual term of the options outstanding and of the option exercisable were 9.26 years.

Options outstanding December 31, 2024

Options outstanding March 31, 2025

Shares exercisable at March 31, 2025

During the three months ended March 31, 2025 and

2024 the Company recognized $ 33,875 and $ 304,874 , respectively, in stock-based compensation related to the above-mentioned options.

of March 31, 2025 there is $ 101,625 of unrecognized expense for the above-mentioned options is expected to extend for 1.01 years and the

weighted average contractual term of the options outstanding and of the option exercisable were 8.76 years.

NOTE 9 – WARRANTS

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

Underwriter Warrant Exercised —

Warrants Exercised —

Outstanding, December 31, 2024 856,313 $ 68.33 1.49

Warrants Exercised —

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

Outstanding, March 31, 2025 856,313 $ 68.33 1.24

NOTE 10 – OPERATING LEASES

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 was payable as a security deposit.

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

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

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

On January 11, 2022, DMINT entered into two leases

(the “Leases”) in Bradford, Pennsylvania relating to a combined 10,000 square feet of property located at the Bradford Regional

Airport Authority multi-tenant building in Lafayette Township.

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

date of occupancy and November 10, 2026.

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

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

The total rent for the entire

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

On March 29, 2023, DMINT entered into a Surrender

and Release Agreement with Bradford Regional Airport Authority relating to the property in Bradford, Pennsylvania whereby DMINT agreed

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

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

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

Lease expense for the nine months ended September

On November 13, 2024, eVance, Inc.

(“eVance”) 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, beginning in April 2025, increasing

each year thereafter.

The total rent for the entire lease term is $ 162,435 .

Lease expense for the three months ended March

31, 2025 and 2024, was $ 2,907 and $ 22,072 , respectively.

Lease expense for the three months ended September 30, 2024 and 2023,

was $ 5,950 and $ 25,790 , respectively.

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

The Company has multiple short term rental arrangements that are not captured

under ASC 842.

Those payments are expensed as incurred and included in the total lease expense for each year.

As of September 30, 2024, there are no leases

remaining with a term in excess of one year.

NOTE 12 – COMMON STOCK

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).

the nine months ended September 30, 2024, the Company sold 12,933 shares of common stock from its ATM Offering, for total proceeds of

As of September 30, 2024, $ 1,565 has not yet been

received and is disclosed as common stock receivable.

The amount was received in October 2024.

On April 26, 2024, the Company filed with the

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

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

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

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

As a result of the Reverse Stock Split, every

ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common

Stock, without any change in the par value per share.

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

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

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

Following the Reverse

Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,200 shares after taking

into account an adjustment of 146 common shares due to the fact that no fractional shares were issued.

The shares of Common Stock underlying

the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding adjustments to their exercise

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

All shares reported in this Form 10Q have been retroactively restated to reflect the Reverse Stock Split as though it had occurred as

of January 1, 2023.

Balance Sheet Classification March 31,

Operating lease asset Right of use asset $ 139,795

Total lease asset $ 139,795

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 March 31, 2025 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 11 – STOCKHOLDERS’ EQUITY

During the three months ended March 31, 2025,

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

During the three months ended March 31, 2025,

there was an increase to additional paid in capital for stock option expense of $ 33,875 .

During the three months ended March 31, 2025,

there was a decrease to additional paid in capital for Series A preferred stock dividend expense of $ 30,630 .

NOTE 12 – PREFERRED STOCK

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

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

Preferred Stock issued and outstanding.

As of March 31, 2025 and December 31, 2024 there were 1,021 shares of

Series A Preferred Stock issued and outstanding.

Holders of Series A Preferred Stock are entitled to the following rights and preferences.

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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 13 – RELATED PARTY TRANSACTIONS

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

shares of common stock to Mr.

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

(see Note 12).

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

shares of common stock to Mr.

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

(see Note 12).

On January 24, 2024, Mr.

Yakov exercised options

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

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

Yakov purchased from Cai Energy Blockchain, Inc.

in November 2022.

On January 24, 2024, Mr.

Smith exercised options

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

During the nine months ended September 30, 2024,

Yakov made payments on behalf of the Company in the amount of $ 1,191,282 .

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

Yakov $ 1,203,960 .

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

Interest will begin to accrue in Q2 2025.

During the nine months ended September 30, 2024

and 2023, the Company accrued $ 93,592 and $ 92,911 , respectively, for dividends on the Series A preferred stock held by Mr.

the three months ended September 30, 2024 and 2023, the Company accrued $ 31,311 and $ 31,311 , respectively, for dividends on the Series

A preferred stock held by Mr.

As of September 30, 2024 and December 31, 2023, total accrued dividends on the Series A preferred

stock due to Mr.

During the three months ended March 31, 2025 and

2024, the Company accrued $ 30,630 and $ 31,311 , respectively, for dividends on the Series A preferred stock held by Mr.

31, 2025 and December 31, 2024, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 574,139 and $ 543,509 , respectively.

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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

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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

of common stock issued to related parties.

The interest rate of the Yakov LLC Loan is 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.

As of March 31, 2025 and December 31, 2024, the amount due to Yakov LLC is $ 1,183,960 and $ 1,203,960 ,

respectively.

As of March 31, 2025 and December 31, 2024, there is $ 225,319 and $0 , of accrued interest due.

During the three months ended March 31, 2025 and

Yakov made payments on behalf of the Company in the amount of $ 18,881 and $ 182,150 , respectively.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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

On November 24, 2021, we entered into an Asset

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

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

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

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

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

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

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

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

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

In addition, in connection

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

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

The Bank has filed a counterclaim for fees

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

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

counterclaim.

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

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

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

and a $ 2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement.

However, the 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

and (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

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NOTE 15 – SEGMENTS

The Company uses ASC 280, Segment Reporting ,

The Company applies ASC 280, Segment Reporting ,

in determining its reportable 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 nine months ended September 30, 2024.

The following tables detail revenue, operating

expenses, and assets, liabilities and equity for the Company’s reportable segments as of and for the three months ended March 31,

Current Assets:

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Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Other long-term assets

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Accrued expenses

Preferred dividend payable (related parties)

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

Related party payable

Accrued interest - related party

Operating lease liability – current portion

Note payable – current portion

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( 13,472,409 )

Convertible note payable –related party

Long Term Liabilities:

Operating lease liability – net of current portion

Total Liabilities

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Treasury stock

Common stock receivable

Additional paid-in capital

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2024

Transaction and processing fees

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Loss from operations

Other income (expense):

Interest expense

Other expense

Total other income

( 1,088,998 )

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders’

$ ( 553,499 )

$ ( 566,129 )

$ ( 1,119,628 )

The following tables detail revenue and expenses

for the Company’s reportable segments as of and for the three months ended March 31, 2024.

Fintech Segment

Bitcoin Mining Segment

Consolidated Total

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

Total operating expenses

Loss from operations

( 1,681,681 )

( 1,205,884 )

( 2,887,565 )

Other income (expense):

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Interest expense

Total other (expense) income

Total other income

( 1,694,694 )

( 2,400,618 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 1,665,672 )

( 2,371,596 )

Preferred dividends (related parties)

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$ ( 2,402,907 )

NOTE 17 – MERCHANT PORTFOLIO PURCHASE

INSTALLMENT OBLIGATION

NOTE 16 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset

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Company management

has recognized a liability for the $ 2,000,000 contingent payment amount as of September 30, 2024 and December 31, 2023.

has recognized a liability for the $ 2,000,000 contingent payment amount as of March 31, 2025 and December 31, 2024.

Legal proceedings

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

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

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

Subsequent to September 30, 2024, the Company

sold 343,251 shares of common stock from its ATM Offering, for total proceeds of $ 755,558 .

has performed an evaluation of subsequent events through, May 15, 2025, the date that the unaudited financial statements were issued and

has determined that is has the following material subsequent events to disclose in these unaudited financial statements.

Subsequent to March 31, 2025, Mr.

Yakov made payments on behalf of

the company in the amount of $ 134,545 .

Subsequent to March 31, 2025, the Company sold

439,724 shares of common stock from its ATM Offering, for total proceeds of $ 630,499 .

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

What changed 10-Q

Item 1. Financial Statements