What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-19 compared with 2025-05-15 · 304 added, 200 removed, 888 unchanged (36% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS

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)

Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31,

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended

June 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024

Notes to the Condensed Consolidated Financial Statements (unaudited)

The OLB Group, Inc.

and Subsidiaries

Consolidated Balance Sheets

Condensed Consolidated

Balance Sheets

Current Assets:

18 unchanged sentences

Related party payable

Accrued interest - related party

Operating lease liability – current portion

2 unchanged sentences

Long Term Liabilities:

Notes payable, net of current portion

Operating lease liability – net of current portion

3 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 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

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 8,380,749 and 2,289,930 shares issued, 8,368,132 and 2,277,313 shares outstanding at June, 2025 and December 31, 2024, respectively

Common stock to be issued

Treasury stock, at cost, 12,617 shares at June 30, 2025 and December 31, 2024

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

T he accompanying notes are an integral part

of these unaudited consolidated financial statements.

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Operations

Condensed Consolidated Statements of

For the Three Months Ended

For the Six Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

3 unchanged sentences

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Salaries and wages

4 unchanged sentences

( 1,696,746 )

( 2,615,083 )

( 2,545,425 )

( 5,502,648 )

Other income (expense):

Realized gain (loss) on sale of bitcoin

Unrealized gain on investment

Realized gain (loss) on sale of cryptocurrency

Unrealized (loss) gain on investment

Interest expense

Other expense

Loss on conversion related party

Loss on settlement of accounts payable and debt

Loss on settlement of law suit

Total other income (expense)

2 unchanged sentences

( 2,648,012 )

( 3,213,312 )

( 5,048,630 )

Income tax expense

1 unchanged sentence

( 2,648,012 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 3,213,312 )

1 unchanged sentence

Preferred dividends (related parties)

Deemed dividend – preferred stock

Net Loss Applicable to Common Shareholders

1 unchanged sentence

$ ( 2,678,982 )

$ ( 4,018,942 )

$ ( 5,110,911 )

Net loss per common share, basic and diluted

1 unchanged sentence

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’

For the Three Months Ended March 31, 2025 and

Condensed Consolidated

Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30,

2025 and 2024

Preferred Stock

9 unchanged sentences

( 68,888,805 )

Common stock issued for accrued salary and loans payable – related party

Common stock to be issued for accounts payable

Preferred stock converted to common

Accrued preferred stock dividends converted to common

Preferred stock dividend contributed to capital

Common stock issued for services – related party

Common stock sold for cash

Stock-based compensation

Deemed dividend – preferred stock

( 2,124,314 )

Balance at June 30, 2025

$ ( 109,988 )

$ ( 71,788,119 )

Preferred Stock

12 unchanged sentences

( 58,946,492 )

Preferred stock dividends-related party

Stock-based compensation

Derecognition of noncontrolling interest

( 2,648,012 )

Balance at June 30, 2024

$ ( 109,988 )

$ ( 61,623,526 )

The accompanying notes are an integral part

of these unaudited consolidated financial statements .

of these unaudited condensed consolidated financial statements .

The OLB Group, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended

Condensed Consolidated

Statements of Cash Flows

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock based compensation

Common stock issued for services – related party

Operating lease expense, net of repayment

1 unchanged sentence

Realized gain on sale of bitcoin

Loss on conversion related party

Loss on extinguishment of debt

Loan extinguishment related expense

Changes in assets and liabilities:

6 unchanged sentences

Net cash used in operating activities

( 1,175,615 )

( 1,210,224 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investment

Acquisition of 19.99% interest in Cuentas SDI, LLC

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

11 unchanged sentences

Non-cash investing and financing transactions:

Common stock issued for accrued liabilities

Common stock issued for accrued liabilities – related party

Common stock issued for loans payable – related party

Common stock issued for accrued salary – related party

Preferred stock dividends

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

Common stock issued for interest – related party

Common stock payable for payment of accrued expenses

The accompanying notes are an integral

part of these unaudited condensed consolidated financial statements.

The OLB Group, Inc.

and Subsidiaries

Notes to the Consolidated Financial Statements

March 31, 2025

Notes to the Condensed Consolidated

Financial Statements

June 30, 2025

NOTE 1 – BACKGROUND

21 unchanged sentences

CrowdPay.us, Inc.

(“CrowdPay”) is

a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 -$ 50,000,000 of various types of securities

under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933.

To date, the activities of this subsidiary have

been nominal.

is a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 - $ 50,000,000 of various types of

securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933.

To date, the activities of this

subsidiary have been nominal.

OmniSoft, Inc.

(“OmniSoft”) operates

a software platform for small merchants.

The Omnicommerce applications work on an iPad, mobile device and the web and allow customers

to sell a store’s products in a physical, retail setting.

To date, the activities of this subsidiary have been nominal when compared

to the overall business.

operates a software platform for small merchants.

Omnisoft’s Omnicommerce applications work on an iPad, mobile device and the

web and allow customers to sell a store’s products in a physical, retail setting.

To date, the activities of this subsidiary

have been nominal when compared to the overall business.

On May 14, 2021, the Company formed its wholly

4 unchanged sentences

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

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

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”).

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.

As a result, effective

May 20, 2024, the Company owns 100 % of the LLC.

On August 14, 2024, the LLC changed its name to Moola Cloud, 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 7).

The Company also provides ecommerce development

4 unchanged sentences

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

On June 24, 2022 the Company formed DMINT Real

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

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

related to DMINT.

Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers

On June 24, 2022, the Company formed DMINT

Real Estate Holdings, Inc.

(“DMINT Real Estate”), a wholly-owned subsidiary of DMINT.

The purpose of DMINT Real Estate

is to buy and hold real estate related to DMINT.

Currently, DMINT Real Estate’s only asset is its building and property

located in Selmer, Tennessee where all of the Company’s mining computers are located.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

4 unchanged sentences

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

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

results of operations and cash flows of the Company as of and for the six month period ending June 30, 2025 and not necessarily indicative

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

11 unchanged sentences

Principles of Consolidation

The accompanying unaudited consolidated financial

The accompanying unaudited condensed consolidated financial

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

1 unchanged sentence

The Company owns 100 % of Cuentas SDI, LLC, which has been

included in the unaudited consolidated financial statements.

included in the unaudited condensed consolidated financial statements.

All significant intercompany transactions and

1 unchanged sentence

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of

the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of

the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States

of America (U.S.

GAAP) and expands disclosures about fair value measurements.

To increase consistency and comparability in fair

value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to

valuation techniques used to measure fair value into three (3) broad levels.

The fair value hierarchy gives the highest priority

to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

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.

Pricing inputs other than quoted prices

in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally unobservable inputs and

not corroborated by market data.

The carrying amount of the Company’s

financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, 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.

The fair value is an exit price representing the

amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants.

As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market

participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established

as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Observable inputs that reflect quoted prices (unadjusted)

for identical assets or liabilities in active markets.

Observable inputs that reflect quoted prices for identical

assets or liabilities in markets that are not active;

quoted prices for similar assets or liabilities in active markets;

than quoted prices that are observable for the assets or liabilities;

or inputs that are derived principally from or corroborated by

observable market data by correlation or other means.

Unobservable inputs reflecting our own assumptions

incorporated in valuation techniques used to determine fair value.

These assumptions are required to be consistent with market participants

assumptions that are reasonably available.

Concentration of Credit Risk

4 unchanged sentences

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

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

As of June 30, 2025 and December 31, 2024, the Company had no cash in excess of the FDIC’s $ 250,000 coverage limit.

Operating Segments

5 unchanged sentences

The Company has two operating segments as of

March 31, 2025 and December 31, 2024.

June 30, 2025 and December 31, 2024.

(see Note 15).

16 unchanged sentences

of common stock during the period.

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 the six months ended June 30, 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

shares for six months ended June 30, 2025 and 2024, does not include 20,000 and 20,000 options, respectively, to purchase common stock

because of their anti-dilutive effect.

12 unchanged sentences

in our impairment policy.

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

At June 30, 2025 and December 31, 2024, the carrying

value of the Company’s bitcoin was $ 7,810 and $ 0 , respectively.

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

As of June 30, 2025, the Company had 0.0634 bitcoin on hand which

had a fair value of $ 6,791 based on the price of bitcoin of approximately $ 107,135 .

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.

For the six months ended June 30, 2025 and 2024, we

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

Property and Equipment

52 unchanged sentences

The Company recorded no impairment expense for

the three months ended March 31, 2025 and 2024.

the six months ended June 30, 2025 and 2024.

The Company accounts for business combinations

12 unchanged sentences

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 March 31, 2025.

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

and goodwill and determined there was no impairment at June 30, 2025.

A summary of goodwill as of June 30, 2025, is

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

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

Goodwill balance as of March 31, 2025

Goodwill balance as of June 30, 2025

Accounts Receivable

4 unchanged sentences

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.

and $ 207,850 as of June 30, 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.

As of June 30, 2025, the loan is not considered in default.

Reserve for Chargeback Losses

9 unchanged sentences

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

the three months ended March 31, 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.

the six months ended June 30, 2025 and 2024 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of June 30, 2025 and December 31, 2024.

Revenue Recognition

2 unchanged sentences

For the Three Months Ended

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

For the Six Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

Digital product revenue

Total revenue from contracts with customers

Total revenue

The Company recognizes revenue under ASC 606,

173 unchanged sentences

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 .

As of June 30, 2025 and December 31, 2024, customer deposits were $0 .

The Company determines whether an arrangement

58 unchanged sentences

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s unaudited consolidated financial

The Company’s unaudited condensed 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

At June 30, 2025, the Company had accounts

receivable of approximately $ 81,000 , other receivables of approximately $ 778,000 and other current asset of approximately $ 14,000 .

June 30, 2025, the Company has accounts payable and accrued expenses of approximately $ 3,841,000 , a cash overdraft of approximately $ 26,000

as well as other current liabilities of approximately $ 2,046,000 .

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 .

To date, the Company has generated cash flows from issuances of

equity and indebtedness and during the six months ended June 30, 2025 reported net cash used by operating activities of approximately

$ 1,176,000 .

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

20 unchanged sentences

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

Management believes that its current available

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

However, management recognizes

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

No assurances can be given that management

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

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

Management believes that its current available resources will be sufficient

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

However, management recognizes that it may be required to obtain

additional resources to successfully execute its business plans.

No assurances can be given that management will be successful in raising

additional capital, if needed, or on acceptable terms.

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 August 31, 2026.

The accompanying unaudited condensed 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 condensed consolidated financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

2 unchanged sentences

Intangible assets consist of the following:

Merchant portfolios

Less accumulated amortization

( 2,409,965 )

Net residual portfolios

Less accumulated amortization

( 2,500,000 )

Net trade name

Exclusive agreement to purchase natural gas

Less accumulated amortization

( 4,499,952 )

Net mineral rights

Less accumulated amortization

Net mineral rights

Total intangible assets, net

Amortization expense for the six months ended June 30, 2025 and 2024

was $ 3,972 and $ 308,808 , respectively.

Amortization expense for the three months ended

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

June 30, 2025 and 2024 was $ 0 and $ 117,847 , respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

8 unchanged sentences

Property and Equipment, net

Depreciation expense for the three months ended

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

Depreciation expense for the three and six months ended June 30, 2025

was $ 124,938 and $ 383,287 , respectively.

Depreciation expense for the three and six months ended June 30, 2024

was $ 843,671 and $ 1,593,191 , respectively

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

3 unchanged sentences

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 .

During the three and six months ended June 30,

2024, the Company recognized an unrealized gain of $0 and $ 274,731 , respectively.

NOTE 7 – NOTE PAYABLE

9 unchanged sentences

of $ 38,838 .

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.

During the six months ended June 30, 2025, the Company issued 124,531 shares of common stock in full satisfaction of the outstanding

As of June 30, 2025 and December 31, 2024, the note payable balance was $ 0 and $ 202,939 , respectively.

NOTE 8 – STOCK OPTIONS

4 unchanged sentences

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.

Options outstanding June 30, 2025

Shares exercisable at June 30, 2025

During the six months ended June 30, 2025

and 2024 the Company recognized $ 67,750 and $ 338,749 , respectively, in stock-based compensation related to the above-mentioned

During the three months ended June 30, 2025 and 2024 the Company recognized $ 33,875 and $ 33,875 , respectively, in

stock-based compensation related to the above-mentioned options.

As of June 30, 2025 there is $ 67,750 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 8.52 years.

NOTE 9 – WARRANTS

7 unchanged sentences

Warrants Exercised —

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

Outstanding, June 30, 2025 856,313 $ 68.33 1.00

NOTE 10 – OPERATING LEASES

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

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.

4 unchanged sentences

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.

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 March 31,

Lease expense for the six months ended June 30, 2025 and 2024, was

$ 15,650 and $ 51,101 , respectively.

Lease expense for the three months ended June 30, 2025 and 2024, was $ 11,701 and $ 29,029 , 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 June 30,

Operating lease asset Right of use asset $ 118,869

3 unchanged sentences

Total lease liability $ 119,483

Lease obligations at March 31, 2025 consisted

of the following:

Lease obligations at June 30, 2025 consisted of

the following:

For the year ended December 31:

11 unchanged sentences

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

During the three months ended June 30, 2025, the

Company sold 517,969 shares of common stock from its ATM Offering, for total net proceeds of $ 699,873 .

During the three months ended June 30, 2025, there

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

During the three months ended June 30, 2025, the

Company agreed to issued 400,000 shares of common stock for payment of various accounts payable and the VFS loan (Note 7) totaling $ 696,000 .

The shares were valued at $ 1.87 , the closing stock price on the date of grant, for a total value of $ 748,000 , resulting in a loss on the

extinguishment of debt of $ 52,000 .

As of June 30, 2025, the shares have not yet been issued by the transfer agent and are disclosed as

common stock to be issued.

The 400,000 shares were issued by August 15, 2025.

Refer to Note 13 for shares issued to related

NOTE 12 – PREFERRED STOCK

7 unchanged sentences

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

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.

The Company amended the conversion price of its

Series A Convertible Preferred Stock from $ 90 per share to $ 1.00 per share on May 28, 2025.

The closing stock price on May 27, 2025 was

$ 1.50 per share.

The Company and the preferred shareholder agreed to convert the preferred stock at its stated value of $ 1,021,000 and

accrued dividends of $ 529,000 (totaling a stated value of $ 1,550,000 ) into 1,550,000 common shares.

The modification increased the intrinsic

value to preferred stockholders by approximately $ 775,000 which has been recorded as a deemed dividend in accordance with ASC 260-10-45-15.

The deemed dividend reduced net income available to common stockholders in the calculation of basic and diluted earnings per share for

the three and six months ended June 30, 2025.

On June 2, 2025, the holder of the Series A converted the 1,021 shares held into 1,021,000

shares of common stock and the accrued dividends of $ 529,000 into 529,000 shares of common stock.

The excess of the accrued dividend of

$ 574,139 over the accrued dividend converted of $ 529,000 was forgiven and reflected as a contribution to equity of $ 45,139 .

As of June 30, 2025 and December 31, 2024 there

were 0 and 1,021 shares of Series A Preferred Stock issued and outstanding, respectively.

Holders of Series A Preferred Stock are entitled

to the following rights and preferences.

The Series A Preferred Stockholders are entitled

27 unchanged sentences

NOTE 13 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2025 and

During the six months ended June 30, 2025 and

2024, the Company accrued $ 30,630 and $ 62,281 , 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 converted $ 529,000 of the accrual into 529,000 shares of common stock and forgave the remaining $ 45,479 , which was

credited to additional paid in capital.

As of June 30, 2025 and December 31, 2024, total accrued dividends on the Series A preferred stock

Yakov is $ 0 and $ 543,509 , respectively.

21 unchanged sentences

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

On April 21, 2025 the Company agreed to convert

the certain obligations owed to Ronny Yakov, Yakov LLC and Patrick Smith at $ 1.00 per share.

The common stock price was $ 1.04 per share.

As a result, the Company recorded a loss on conversion of $ 175,763 during the three and six months ended June 30, 2025.

The following

is a summary of the obligations subject to conversion:

Yakov LLC Loan

Yakov accrued compensation

Yakov accrued bonus

Accrued interest

Smith accrued compensation

Smith accrued bonus

Smith accrued interest

Total obligation converted

Shares issued

Conversion price

Loss on modification

On the grant date of April 22, 2025, the share price was set at $ 1.04

The conversion price was set at $ 1.00 per share.

The excess of the fair value of the shares to be issued over the stated

amount of the obligation was recorded as a loss on conversion of $ 175,763 .

On June 2, 2025, Mr.

Yakov converted $ 1,772,529

of principal and interest into 1,772,529 shares of common stock.

As of June 30, 2025 and December 31, 2024, the amount due to Yakov LLC

is $ 0 and $ 1,203,960 , respectively.

During the six months ended June 30, 2025 and

Yakov made payments on behalf of the Company in the amount of $ 346,073 and $ 834,782 , respectively.

On June 2, 2025, Mr.

Smith converted $ 69,642 of

principal and interest into 69,642 shares of common stock.

On June 2, 2025, Mr.

Smith converted $ 510,417

and $ 150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock.

On June 2, 2025, Mr.

Yakov converted $ 1,062,500

and $ 300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.

During the six months ended June 30, 2025, the

Company issued 35,000 shares of common stock to its CFO for services.

The shares were valued at $ 2.02 , the closing stock price on the

date of grant, for total non cash expense of $ 70,700 .

During the six months ended June 30, 2025, the

Company issued 32,000 shares of common stock to its directors for services.

The shares were valued at $ 2.02 , the closing stock price on

the date of grant, for total non cash expense of $ 64,640 .

NOTE 14 – COMMITMENTS AND CONTINGENCIES

52 unchanged sentences

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,

expenses, and assets, liabilities and equity for the Company’s reportable segments as of and for the six months ended June 30, 2025.

Current Assets:

Accounts receivable, net

Prepaid expenses

Other receivables

11 unchanged sentences

Accrued expenses

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

Due to/from intercompany

( 22,969,695 )

Total Current Liabilities

( 13,472,409 )

Long Term Liabilities:

1 unchanged sentence

Total Liabilities

( 13,378,540 )

Stockholders’ Equity:

Series A Preferred stock

Common stock to be issued

Treasury stock

1 unchanged sentence

Accumulated deficit

( 48,694,312 )

( 20,194,493 )

( 68,888,805 )

Total stockholders’ equity

( 20,194,493 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The following tables detail revenue and expenses

for the Company’s reportable segments as of and for the six months ended June 30, 2024.

following tables detail revenue and expenses for the Company’s reportable segments as of and for the six months ended June 30, 2025.

Transaction and processing fees

13 unchanged sentences

Loss from operations

( 1,490,244 )

( 1,055,181 )

( 2,545,425 )

Other income (expense):

Interest expense

Loss on conversion related party

Loss on extinguishment of debt

Other expense

1 unchanged sentence

( 2,158,131 )

( 1,055,181 )

( 3,213,312 )

Deemed Preferred dividends (related party)

Preferred dividends (related party)

4 unchanged sentences

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

for the Company’s reportable segments as of and for the six months ended June 30, 2024.

For the Six Months Ended June 30, 2024

Transaction and processing fees

23 unchanged sentences

( 2,251,003 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 5,048,630 )

( 2,371,596 )

Preferred dividends (related parties)

10 unchanged sentences

Company management

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

Legal proceedings

regarding this matter began in 2022 and have continued through 2025, see Note 15.

has recognized a liability for the $ 2,000,000 contingent payment amount as of June 30, 2025 and December 31, 2024.

Legal proceedings regarding

this matter began in 2022 and have continued through 2025, see Note 14.

NOTE 17 – SUBSEQUENT EVENTS

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

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

has performed an evaluation of subsequent events through, August 19, 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 .

Subsequent to June 30, 2025, the Company issued the 400,000 shares

of common stock that were due to be issued as of June 30, 2025.

On August 11, 2025, all of the outstanding 1,897,658 Series A, 325,350

Series B warrants and 35,000 other warrants expired.

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