UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE |  | 13-4188568
(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

1120 Avenue of the Americas, Fourth Floor, New York, NY |  | 10036
(Address of principal executive offices) |  | (Zip Code)

(212) 278-0900
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.0001 par value |  | OLB |  | The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
|  | Emerging growth company | ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2025, there were 2,820,416 shares of the issuer’s common stock issued and 2,807,799 shares of the issuer’s common stock outstanding.

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended March 31, 2025

INDEX

PART I | Financial Information | 1
Item 1. | Financial Statements (unaudited) | 1
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 28
Item 4. | Controls and Procedures | 29
PART II | Other Information | 30
Item 1. | Legal Proceedings | 30
Item 1A. | Risk Factors | 30
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30
Item 3. | Defaults Upon Senior Securities | 30
Item 4. | Mine Safety Disclosures | 30
Item 5. | Other Information | 30
Item 6. | Exhibits | 30
Signatures | 31

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 |  | 2
Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited) |  | 3
Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024 (unaudited) |  | 4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited) |  | 5
Notes to the Consolidated Financial Statements (unaudited) |  | 6

1

The OLB Group, Inc. and Subsidiaries

Consolidated Balance Sheets

|  | March 31, 2025 |  |  | December 31, 2024 |
ASSETS |  | (Unaudited) |  |  | (Audited) |
Current Assets: |  |  |  |  |  |
Cash |  | $ | 29,340 |  |  | $ | 27,436 |
Accounts receivable, net |  |  | 127,688 |  |  |  | 100,621 |
Prepaid expenses |  |  | 4,910 |  |  |  | 18,075 |
Other receivables |  |  | 677,429 |  |  |  | 599,575 |
Other current assets |  |  | 2,269 |  |  |  | — |
Total Current Assets |  |  | 841,636 |  |  |  | 745,707 |
Other Assets: |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 2,995,690 |  |  |  | 3,254,039 |
Intangible assets, net |  |  | — |  |  |  | 3,724 |
Goodwill |  |  | 8,139,889 |  |  |  | 8,139,889 |
Operating lease right-of-use assets |  |  | 139,795 |  |  |  | 140,218 |
Other long-term assets |  |  | 387,181 |  |  |  | 395,952 |
Total Other Assets |  |  | 11,662,555 |  |  |  | 11,933,822 |
TOTAL ASSETS |  | $ | 12,504,191 |  |  | $ | 12,679,529 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |
Cash overdraft |  | $ | 60,421 |  |  | $ | 31,750 |
Accounts payable |  |  | 4,531,491 |  |  |  | 4,216,194 |
Accrued expenses |  |  | 1,333,226 |  |  |  | 1,151,803 |
Preferred dividend payable (related party) |  |  | 574,139 |  |  |  | 543,509 |
Merchant portfolio purchase installment obligation |  |  | 2,000,000 |  |  |  | 2,000,000 |
Related party payable |  |  | 1,183,960 |  |  |  | 1,203,960 |
Accrued interest - related party |  |  | 225,319 |  |  |  | — |
Operating lease liability – current portion |  |  | 46,491 |  |  |  | 46,491 |
Note payable – current portion |  |  | 164,101 |  |  |  | 202,939 |
Total Current Liabilities |  |  | 10,119,148 |  |  |  | 9,396,646 |
Long Term Liabilities: |  |  |  |  |  |  |  |
Notes payable, net of current portion |  |  | — |  |  |  | — |
Operating lease liability – net of current portion |  |  | 93,869 |  |  |  | 93,869 |
Total Liabilities |  |  | 10,213,017 |  |  |  | 9,490,515 |
Commitments and contingencies (Note 14) |  |  |  |  |  |  |  |
Stockholders’ Equity: |  |  |  |  |  |  |  |
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 |  |  | 10 |  |  |  | 10 |
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 |  |  | 237 |  |  |  | 228 |
Treasury stock, at cost, 12,617 shares at March 31, 2025 and December 31, 2024 |  |  | (109,988 | ) |  |  | (109,988 | )
Additional paid-in capital |  |  | 71,289,720 |  |  |  | 71,098,571 |
Accumulated deficit |  |  | (68,888,805 | ) |  |  | (67,799,807 | )
Total Stockholders’ Equity |  |  | 2,291,174 |  |  |  | 3,189,014 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 12,504,191 |  |  | $ | 12,679,529 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

|  | For the Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Revenue: |  |  |  |  |  |
Transaction and processing fees |  | $ | 2,058,277 |  |  | $ | 2,288,209 |
Merchant equipment rental and sales |  |  | 12,124 |  |  |  | 20,183 |
Revenue, net - bitcoin mining |  |  | 85,482 |  |  |  | 211,617 |
Other revenue from monthly recurring subscriptions |  |  | 72,637 |  |  |  | 108,868 |
Digital product revenue |  |  | 93,016 |  |  |  | 867,305 |
Total revenue |  |  | 2,321,536 |  |  |  | 3,496,182 |
Operating expenses: |  |  |  |  |  |  |  |
Processing and servicing costs, excluding merchant portfolio amortization |  |  | 1,808,814 |  |  |  | 2,753,593 |
Amortization expense |  |  | 3,972 |  |  |  | 190,961 |
Depreciation expense |  |  | 258,349 |  |  |  | 749,520 |
Salaries and wages |  |  | 531,356 |  |  |  | 1,016,338 |
Professional fees |  |  | 77,573 |  |  |  | 648,443 |
General and administrative expenses |  |  | 490,151 |  |  |  | 1,024,892 |
Total operating expenses |  |  | 3,170,215 |  |  |  | 6,383,747 |
Loss from operations |  |  | (848,679 | ) |  |  | (2,887,565 | )
Other income (expense): |  |  |  |  |  |  |  |
Realized gain (loss) on sale of bitcoin |  |  | — |  |  |  | 225,229 |
Unrealized gain on investment |  |  | — |  |  |  | 274,731 |
Interest expense |  |  | (225,319 | ) |  |  | (13,013 | )
Other expense |  |  | (15,000 | ) |  |  | — |
Total other income (expense) |  |  | (240,319 | ) |  |  | 486,947 |
Net loss before income taxes |  |  | (1,088,998 | ) |  |  | (2,400,618 | )
Income tax expense |  |  | — |  |  |  | — |
Net loss |  |  | (1,088,998 | ) |  |  | (2,400,618 | )
Net loss attributed to noncontrolling interest |  |  | — |  |  |  | 29,022 |
Net loss attributed to The OLB Group and Subsidiaries |  |  | (1,088,998 | ) |  |  | (2,371,596 | )
Preferred dividends (related parties) |  |  | (30,630 | ) |  |  | (31,311 | )
Net Loss Applicable to Common Shareholders |  | $ | (1,119,628 | ) |  | $ | (2,402,907 | )
Net loss per common share, basic and diluted |  | $ | (0.47 | ) |  | $ | (0.14 | )
Weighted average shares outstanding, basic and diluted |  |  | 2,360,939 |  |  |  | 17,484,233 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid In |  |  | Treasury |  |  | Accumulated |  |  |  |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Stock |  |  | Deficit |  |  | Total |
Balance at December 31, 2024 |  |  | 1,021 |  |  |  | 10 |  |  |  | 2,277,313 |  |  | $ | 228 |  |  | $ | 71,098,571 |  |  | $ | (109,988 | ) |  | $ | (67,799,807 | ) |  | $ | 3,189,014 |
Common stock sold for cash |  |  | — |  |  |  | — |  |  |  | 90,762 |  |  |  | 9 |  |  |  | 187,904 |  |  |  |  |  |  |  | — |  |  |  | 187,913 |
Preferred stock dividends-related party |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (30,630 | ) |  |  | — |  |  |  | — |  |  |  | (30,630 | )
Stock-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 33,875 |  |  |  | — |  |  |  | — |  |  |  | 33,875 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,088,998 | ) |  |  | (1,088,998 | )
Balance at March 31, 2025 |  |  | 1,021 |  |  | $ | 10 |  |  |  | 2,368,075 |  |  | $ | 237 |  |  | $ | 71,289,720 |  |  | $ | (109,988 | ) |  | $ | (68,888,805 | ) |  | $ | 2,291,174 |

|  | Preferred Stock |  |  | Common Stock |  |  | Additional Paid In |  |  | Treasury |  |  | Accumulated |  |  | Non- Controlling |  |  |  |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Stock |  |  | Deficit |  |  | Interest |  |  | Total |
Balance at December 31, 2023 |  |  | 1,021 |  |  | $ | 10 |  |  |  | 1,521,791 |  |  | $ | 152 |  |  | $ | 68,910,370 |  |  | $ | (109,988 | ) |  | $ | (56,574,896 | ) |  | $ | 119,224 |  |  | $ | 12,344,872 |
Common stock issued for exercise of options |  |  | — |  |  |  | — |  |  |  | 156,899 |  |  |  | 16 |  |  |  | 6,824 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,840 |
Common stock sold for cash |  |  | — |  |  |  | — |  |  |  | 1,408 |  |  |  | — |  |  |  | 9,775 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 9,775 |
Common stock issued to related parties for accrued liabilities |  |  | — |  |  |  | — |  |  |  | 117,632 |  |  |  | 12 |  |  |  | 899,988 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 900,000 |
Preferred stock dividends-related party |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (31,311 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (31,311 | )
Stock-based compensation |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 304,874 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 304,874 |
Adjustment for 10 for 1 reverse stock split |  |  | — |  |  |  | — |  |  |  | (146 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2,371,596 | ) |  |  | (29,022 | ) |  |  | (2,400,618 | )
Balance at March 31, 2024 |  |  | 1,021 |  |  | $ | 10 |  |  |  | 1,797,583 |  |  | $ | 180 |  |  | $ | 70,100,520 |  |  | $ | (109,988 | ) |  | $ | (58,946,492 | ) |  | $ | 90,202 |  |  | $ | 11,134,432 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

The OLB Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

|  | For the Years Ended March 31, |
|  | 2025 |  |  | 2024 |
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |  |  |  |
Net loss |  | $ | (1,088,998 | ) |  | $ | (2,400,618 | )
Adjustments to reconcile net loss to net cash used in operations: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 262,073 |  |  |  | 940,481 |
Stock based compensation |  |  | 33,875 |  |  |  | 304,874 |
Operating lease expense, net of repayment |  |  | 423 |  |  |  | — |
Unrealized gain on investment |  |  | — |  |  |  | (274,731 | )
Realized gain on sale of bitcoin |  |  | — |  |  |  | (225,229 | )
Changes in assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (27,067 | ) |  |  | 259,616 |
Prepaid expenses and other current assets |  |  | (66,958 | ) |  |  | 572,045 |
Other long-term assets |  |  | 8,771 |  |  |  | — |
Accounts payable |  |  | 315,297 |  |  |  | 178,575 |
Accrued interest – related party |  |  | 225,319 |  |  |  | — |
Accrued expenses |  |  | 181,423 |  |  |  | 220,287 |
Net cash used in operating activities |  |  | (155,842 | ) |  |  | (424,700 | )
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |  |  |  |  |  |
Cash overdraft |  |  | 28,671 |  |  |  | 91,020 |
Common stock sold for cash |  |  | 187,913 |  |  |  | 9,775 |
Advances from related party |  |  | 18,881 |  |  |  | 182,150 |
Repayments to related party |  |  | (38,881 | ) |  |  | — |
Proceeds from exercise of options – related party |  |  | — |  |  |  | 6,840 |
Repayments on note payable |  |  | (38,838 | ) |  |  | (40,772 | )
Net cash provided by financing activities |  |  | 157,746 |  |  |  | 249,013 |
Net change in cash |  |  | 1,904 |  |  |  | (175,687 | )
Cash – beginning of period |  |  | 27,436 |  |  |  | 179,006 |
Cash – end of period |  | $ | 29,340 |  |  | $ | 3,319 |
Cash paid for: |  |  |  |  |  |  |  |
Interest |  | $ | — |  |  | $ | — |
Income taxes |  | $ | — |  |  | $ | — |
Non-cash investing and financing transactions: |  |  |  |  |  |  |  |
Common stock issued for accrued liabilities |  | $ | — |  |  | $ | 900,000 |
Preferred stock dividends |  | $ | 30,630 |  |  | $ | 31,311 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

The OLB Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

March 31, 2025

(Unaudited)

NOTE 1 – BACKGROUND

Background

The OLB Group, Inc. (“OLB” the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business segments. The Company generates its revenue through two business segments its Fintech Services and Bitcoin Mining Business segments.

Fintech Services:

The Company provides integrated financial and transaction processing services (“Fintech Services”) to businesses throughout the United States. Through its eVance, Inc. subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions primarily to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates as an independent sales organization (“ISO”) generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service and risk. The Company’s Securus365, Inc. (“Securus365”) subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. The Company’s eVance Capital, Inc subsidiary provides lending services to merchants processing with eVance, Inc.

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.

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.

On May 14, 2021, the Company formed its wholly owned subsidiary, OLBit, Inc. (“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. 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 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 7).

The Company also provides ecommerce development and consulting services on a project-by-project basis.

Bitcoin Mining Business:

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 Business”).

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 are located.

6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect 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 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 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes and stock-based compensation.

Principles of Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., 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.

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

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: 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.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

7

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. The Company’s notes payable represents the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. 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.

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer and Vice President. The Company has two operating segments as of March 31, 2025 and December 31, 2024. (see Note 15).

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the 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

The Company accounts for its investments under ASC 321, “Investments – Equity Securities,” which requires that investments in equity securities be measured at fair value with changes in value recorded as unrealized gains and losses in current period operations.

Bitcoin

The Company obtains bitcoin through our mining activities, which is accounted for in connection with our revenue recognition policy. The bitcoin held is recorded as other assets in the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). The use of bitcoin is accounted for in accordance with the first in first out method of accounting. We do not amortize our bitcoin but assess the value for impairment as further discussed in our impairment policy.

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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

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Depreciation is calculated once the asset has been received and is ready for its intended use, using half of the monthly depreciation in the first month and half of the monthly depreciation in the last month. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included in the statement of operations. Expenditures for repairs and maintenance are expensed as incurred.

The Company capitalizes all capital assets utilizing the following criteria:

| ● | All land acquisitions;.

| ● | All buildings/facilities acquisitions and new construction;

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

| ● | Land improvement and infrastructure projects costing more than $100,000,

| ● | Equipment costing more than $3,000 with a useful life beyond a single reporting period (generally one year);

| ● | Computer equipment costing more than $5,000; and

| ● | Construction in Progress (CIP) for capital projects with a budget in excess of $100,000

The estimated useful lives for all the Company’s property and equipment are as follows:

Item |  | Useful Life
Computer equipment |  | 3 years
Software |  | 10 years
Office furniture |  | 5 Years
Buildings and improvements |  | 30 years

Intangible Assets

The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

Included in intangible assets are merchant portfolios that are valued at fair value of merchant customers on the date of acquisition and are amortized over their estimated useful lives (7 years). See Note 4.

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Impairment of Long-Lived Assets

In accordance with ASC 360-10 the Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.

The Company recorded no impairment expense for the three months ended March 31, 2025 and 2024.

Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): 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 as follows:

Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018 |  | $ | 6,858,216 |
Acquisition of 80.01% interest of Cuentas SDI, LLC on June 15, 2023 |  |  | 1,281,673 |
Goodwill balance as of March 31, 2025 |  | $ | 8,139,889 |

Accounts Receivable

Accounts receivable represent contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. 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 with FFC. As of March 31, 2025, the loan is not considered in default.

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. During 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.

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Revenue Recognition

The following table presents the Company’s revenue disaggregated by revenue source:

|  | For the Three Months Ended March 31, |
|  | 2025 |  |  | 2024 |
Transaction and processing fees from wholesale contracts |  | $ | 2,058,277 |  |  | $ | 2,288,209 |
Transaction and processing fees from retail contracts |  |  | 12,124 |  |  |  | 20,183 |
Other transaction and processing fees, revenue from monthly recurring subscriptions, and merchant equipment rental and sales |  |  | 85,482 |  |  |  | 211,617 |
Bitcoin mining revenue |  |  | 72,637 |  |  |  | 108,868 |
Digital product revenue |  |  | 93,016 |  |  |  | 867,305 |
Total revenue from contracts with customers |  | $ | 2,321,536 |  |  | $ | 3,496,182 |

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

| ● | Identification of a contract with a customer;

| ● | Identification of the performance obligations in the contract;
| ● | Determination of the transaction price;
| ● | Allocation of the transaction price to the performance obligations in the contract; and
| ● | Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Transaction and processing fees

Fees for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. These merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete satisfaction of the performance obligation. The Company will recognize revenue on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the best measure of the transfer of control.

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In wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant services. The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant losses. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees within cost of revenues.

In retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant. As such, the Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as revenue.

Merchant equipment rental and sales

The Company generates revenue through the sale and rental of merchant equipment. The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes revenue at a point in time. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing. The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less.

Monthly recurring subscriptions

The Company generates recurring revenue through monthly subscriptions for software services. This service is provided based on an agreement with the customer regarding software services. Performance obligations are promises in a contract to a 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 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. The contracts are continuously renewable and are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of Bitcoin. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Hashrate is the measure of the computational power per second used when mining.

Providing 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.

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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 service. 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.

The fair value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period. The Company’s Bitcoin earned are actively traded on the major trading platforms. The Company considers Coinbase to be its primary market. 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. The sub-balance account is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time (the “Settlement”). The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub- account balance, in accordance with the mining pool operator’s terms of service. 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. The mining 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.

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Digital product revenue

The Company generates revenue through electronic distribution and sale of digital products that range from prepaid wireless SIM activation, international mobile recharge services and international long distance phone service. The Company generally obtains payment upfront and its performance obligation is to provide 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 services. As of March 31, 2025 and December 31, 2024, customer deposits were $0.

Leases

The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, lease payments are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

Income Taxes

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in November 2023. 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. Companies 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.

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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

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. (the “Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent (the “ATM Offering”). The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-255152) filed with the Securities and Exchange Commission that was declared effective on May 3, 2021. On February 20, 2024, the Company filed a prospectus supplement registering up to $3,900,000 of Shares relating to the ATM Offering with the Securities and Exchange Commission.

In addition, the Company is in the process of spinning off DMINT into a stand-alone entity. It is expected that the spin-off will occur during the next twelve months. As a result, the capital required to operate the Bitcoin Mining Segment will no longer be incurred by the Company. Further, DMINT, as a stand-alone entity, will look to raise capital following the spin-off through either an issuance of DMINT equity or loans against the DMINT assets, 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 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.

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NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of the following:

|  | March 31, 2025 |  |  | December 31, 2024 |
Merchant portfolios |  | $ | 2,409,965 |  |  | $ | 2,409,965 |
Less accumulated amortization |  |  | (2,409,965 | ) |  |  | (2,409,965 | )
Net residual portfolios |  | $ | — |  |  | $ | — |
Trade name |  | $ | 2,500,000 |  |  | $ | 2,500,000 |
Less accumulated amortization |  |  | (2,500,000 | ) |  |  | (2,500,000 | )
Net trade name |  | $ | — |  |  | $ | — |
Exclusive agreement to purchase natural gas |  | $ | 4,499,952 |  |  | $ | 4,499,952 |
Less accumulated amortization |  |  | (4,499,952 | ) |  |  | (4,499,952 | )
Net mineral rights |  | $ | — |  |  | $ | — |
Domain name |  | $ | 4,965 |  |  | $ | 4,965 |
Less accumulated amortization |  |  | (4,965 | ) |  |  | (1,241 | )
Net mineral rights |  | $ | — |  |  | $ | 3,724 |
Total intangible assets, net |  | $ | — |  |  | $ | 3,724 |

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:

|  | March 31, 2025 |  |  | December 31, 2024 |
Office equipment |  | $ | 186,600 |  |  | $ | 186,600 |
Computer software |  |  | 141,337 |  |  |  | 141,337 |
Bitcoin mining equipment |  |  | 8,425,000 |  |  |  | 8,425,000 |
Building |  |  | 409,296 |  |  |  | 409,296 |
Construction in process |  |  | 2,383,396 |  |  |  | 2,383,396 |
Total |  |  | 11,545,629 |  |  |  | 11,545,629 |
Less accumulated depreciation |  |  | (8,549,939 | ) |  |  | (8,291,590 | )
Property and Equipment, net |  | $ | 2,995,690 |  |  | $ | 3,254,039 |

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

The Company owned 165.27 units (1.11%) of Node Capital Token Opportunity Fund LP (the “Fund”) for which it paid an aggregate of $250,000 in August 2021. 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

On November 29, 2021, the Company entered into a Master Equipment Finance Agreement (the “MFA”) with VFS LLC (“VFS”) which would allow the Company to finance the purchase of certain equipment. The collateral and interest rate are determined at the time the Company borrows the funds. During the year ended December 31, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”). The Equipment Loan is secured by bitcoin mining computers being utilized by DMINT. The Equipment Loan requires monthly payments of $24,838 until the loan is repaid in full or it matures on March 1, 2025. During the three months ended March 31, 2025, the Company made repayments of $38,838. As of March 31, 2025 and December 31, 2024, the note payable balance was $164,101 and $202,939, respectively. The Company is currently in negotiations with VFS to extend the term of the loan.

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NOTE 8 – STOCK OPTIONS

A summary of the status of the Company’s outstanding stock options and changes is presented below:

Stock Options |  | Options |  |  | Weighted Average Exercise Price |  |  | Aggregate Intrinsic Value |
Options outstanding December 31, 2023 |  |  | 156,899 |  |  | $ | 0.04 |  |  | $ | 1,656,270 |
Granted |  |  | 20,000 |  |  | $ | 0.10 |  |  |  |  |
Exercised |  |  | (156,899 | ) |  | $ | 0.04 |  |  |  |  |
Expired |  |  | — |  |  | $ | — |  |  |  |  |
Options outstanding December 31, 2024 |  |  | 20,000 |  |  | $ | 0.10 |  |  | $ | 39,400 |
Granted |  |  | — |  |  |  |  |  |  |  |  |
Exercised |  |  | — |  |  |  |  |  |  |  |  |
Expired |  |  | — |  |  |  |  |  |  |  |  |
Options outstanding March 31, 2025 |  |  | 20,000 |  |  | $ | 0.10 |  |  | $ | 21,800 |
Shares exercisable at March 31, 2025 |  |  | 20,000 |  |  | $ | 0.10 |  |  | $ | 21,800 |

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. As 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

A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below:

|  | Number of Warrants |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contract Term |
Outstanding, December 31, 2023 |  |  | 856,313 |  |  | $ | 68.33 |  |  |  | 2.60 |
Warrants Exercised |  |  | — |  |  | $ | — |  |  |  |  |
Outstanding, December 31, 2024 |  |  | 856,313 |  |  | $ | 68.33 |  |  |  | 1.49 |
Warrants Exercised |  |  | — |  |  | $ | — |  |  |  |  |
Outstanding, March 31, 2025 |  |  | 856,313 |  |  | $ | 68.33 |  |  |  | 1.24 |

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 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.

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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, 2025 |
Asset |  |  |  |  |
Operating lease asset |  | Right of use asset |  | $ | 139,795 |
Total lease asset |  |  |  | $ | 139,795 |
Liability |  |  |  |  |  |
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: |  |  |
2025 |  | $ | 36,334 |
2026 |  |  | 49,858 |
2027 |  |  | 51,354 |
2028 |  |  | 20,863 |
Total payments |  | $ | 158,409 |
Amount representing interest |  | $ | (18,049 | )
Lease obligation, net |  |  | 140,360 |
Less current portion |  |  | (46,491 | )
Lease obligation – long term |  | $ | 93,869 |

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

Our certificate of incorporation, as amended, authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors.

Series A Preferred Stock

On August 7, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware. The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated 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.

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Dividends

The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12% per annum. Dividends accrue quarterly. Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors of the Company.

Conversion

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 but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion price. The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be subject to adjustment for splits and the like. The holders of Series A Preferred Stock will only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there are no further outstanding obligations regarding such indebtedness.

Voting

Each holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Fractional votes shall not be permitted, and such shares shall be rounded up.

Liquidation Preference

Each share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon. In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference.

NOTE 13 – RELATED PARTY TRANSACTIONS

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. Yakov. As of March 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.

On April 8, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement with Mr. Yakov (the “Yakov Agreement”). The Amendment corrected a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance for Mr. Yakov. The Amendment affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a per share exercise price equal to One Cent ($0.01) and expire ten years after the date of grant. Each Stock Option granted shall become exercisable as follows: 50% upon the grant date, then 25% upon each of the second and third anniversary of the date on which it is granted. In addition, the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

On August 12, 2024, the Company entered into an agreement with Yakov Holdings LLC, an entity controlled by Mr. Yakov (the “Yakov LLC”) whereby the Yakov LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov LLC Loan”). The Yakov LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov LLC Loan is 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 2024, Mr. Yakov made payments on behalf of the Company in the amount of $18,881 and $182,150, respectively.

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NOTE 14 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

On November 24, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021, with FFS Data Corporation (“FFS”) whereby the Company acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). 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 price; 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 42nd 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 the Bank; (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. The actions are currently in discovery and trial dates have not been set.

DMINT is currently in a contract dispute with a contractor. The Company has paid $100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability of approximately $444,000. The Company has recorded just over $315,000 in accounts payable related to the matter. The matter continues to be in discovery; however, the parties continue to discuss settlement. The parties are working on a payment schedule but have been unable to agree on terms to date.

NOTE 15 – SEGMENTS

The Company applies ASC 280, Segment Reporting, in determining its reportable segments. The Company has two reportable segments: Bitcoin Mining and Fintech Services. The guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”) to decide how to allocate resources and for purposes of assessing such segments’ performance. The Company’s CODM is comprised of several members of its executive management team who use revenue and expenses of our two reporting segments to assess the performance of the business of our reportable operating segments.

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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, 2025.

|  | Fintech Segment |  |  | Bitcoin Mining Segment |  |  | Consolidated Total |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |
Current Assets: |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 29,218 |  |  | $ | 122 |  |  | $ | 29,340 |
Accounts receivable, net |  |  | 127,688 |  |  |  | — |  |  |  | 127,688 |
Prepaid expenses |  |  | 4,910 |  |  |  | — |  |  |  | 4,910 |
Other receivables |  |  | 278,446 |  |  |  | 398,983 |  |  |  | 677,429 |
Other current assets |  |  | — |  |  |  | 2,269 |  |  |  | 2,269 |
Total Current Assets |  |  | 440,262 |  |  |  | 401,374 |  |  |  | 841,636 |
Other Assets: |  |  |  |  |  |  |  |  |  |  |  |
Property and equipment, net |  |  | — |  |  |  | 2,995,690 |  |  |  | 2,995,690 |
Goodwill |  |  | 8,139,889 |  |  |  | — |  |  |  | 8,139,889 |
Operating lease right-of-use assets |  |  | 139,795 |  |  |  | — |  |  |  | 139,795 |
Other long-term assets |  |  | 387,181 |  |  |  | — |  |  |  | 387,181 |
Total Other Assets |  |  | 8,666,865 |  |  |  | 2,995,690 |  |  |  | 11,662,555 |
TOTAL ASSETS |  | $ | 9,107,127 |  |  | $ | 3,397,064 |  |  | $ | 12,504,191 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |  |  |  |  |
Current Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Cash overdraft |  | $ | 60,421 |  |  | $ |  |  |  | $ | 60,421 |
Accounts payable |  |  | 3,941,629 |  |  |  | 589,862 |  |  |  | 4,531,491 |
Accrued expenses |  |  | 1,333,226 |  |  |  | — |  |  |  | 1,333,226 |
Preferred dividend payable (related party) |  |  | 574,139 |  |  |  | — |  |  |  | 574,139 |
Merchant portfolio purchase installment obligation |  |  | 2,000,000 |  |  |  | — |  |  |  | 2,000,000 |
Related party payable |  |  | 1,151,960 |  |  |  | 32,000 |  |  |  | 1,183,960 |
Accrued interest - related party |  |  | 225,319 |  |  |  | — |  |  |  | 225,319 |
Operating lease liability – current portion |  |  | 46,491 |  |  |  | — |  |  |  | 46,491 |
Note payable – current portion |  |  | 164,101 |  |  |  | — |  |  |  | 164,101 |
Due to/from intercompany |  |  | (22,969,695 | ) |  |  | 22,969,695 |  |  |  | — |
Total Current Liabilities |  |  | (13,472,409 | ) |  |  | 23,591,557 |  |  |  | 10,119,148 |
Long Term Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Operating lease liability – net of current portion |  |  | 93,869 |  |  |  | — |  |  |  | 93,869 |
Total Liabilities |  |  | (13,378,540 | ) |  |  | 23,591,557 |  |  |  | 10,213,017 |
Stockholders’ Equity: |  |  |  |  |  |  |  |  |  |  |  |
Series A Preferred stock |  |  | 10 |  |  |  | — |  |  |  | 10 |
Common stock |  |  | 237 |  |  |  | — |  |  |  | 237 |
Treasury stock |  |  | (109,988 | ) |  |  | — |  |  |  | (109,988 | )
Additional paid-in capital |  |  | 71,289,720 |  |  |  | — |  |  |  | 71,289,720 |
Accumulated deficit |  |  | (48,694,312 | ) |  |  | (20,194,493 | ) |  |  | (68,888,805 | )
Total stockholders’ equity |  |  | 22,485,667 |  |  |  | (20,194,493 | ) |  |  | 2,291,174 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 9,107,127 |  |  |  | 3,397,064 |  |  | $ | 12,504,191 |

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|  | Fintech Segment |  |  | Bitcoin Mining Segment |  |  | Consolidated Total |
Revenue: |  |  |  |  |  |  |  |  |
Transaction and processing fees |  | $ | 2,058,277 |  |  | $ | — |  |  | $ | 2,058,277 |
Merchant equipment rental and sales |  |  | 12,124 |  |  |  | — |  |  |  | 12,124 |
Revenue, net - bitcoin mining |  |  | — |  |  |  | 85,482 |  |  |  | 85,482 |
Other revenue from monthly recurring subscriptions |  |  | 72,637 |  |  |  | — |  |  |  | 72,637 |
Digital product revenue |  |  | 93,016 |  |  |  | — |  |  |  | 93,016 |
Total revenue |  |  | 2,236,054 |  |  |  | 85,482 |  |  |  | 2,321,536 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Processing and servicing costs, excluding merchant portfolio amortization |  |  | 1,808,814 |  |  |  | — |  |  |  | 1,808,814 |
Amortization expense |  |  | 3,972 |  |  |  | — |  |  |  | 3,972 |
Depreciation expense |  |  | — |  |  |  | 258,349 |  |  |  | 258,349 |
Salaries and wages |  |  | 255,666 |  |  |  | 275,690 |  |  |  | 531,356 |
Professional fees |  |  | 69,793 |  |  |  | 7,780 |  |  |  | 77,573 |
General and administrative expenses |  |  | 380,359 |  |  |  | 109,792 |  |  |  | 490,151 |
Total operating expenses |  |  | 2,518,604 |  |  |  | 651,611 |  |  |  | 3,170,215 |
Loss from operations |  |  | (282,550 | ) |  |  | (566,129 | ) |  |  | (848,679 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (225,319 | ) |  |  | — |  |  |  | (225,319 | )
Other expense |  |  | (15,000 | ) |  |  | — |  |  |  | (15,000 | )
Total other income |  |  | (240,319 | ) |  |  | — |  |  |  | (240,319 | )
Net loss |  |  | (522,869 | ) |  |  | (566,129 | ) |  |  | (1,088,998 | )
Preferred dividends (related party) |  |  | (30,630 | ) |  |  | — |  |  |  | (30,630 | )
Net Loss Applicable to Common Stockholders’ |  | $ | (553,499 | ) |  | $ | (566,129 | ) |  | $ | (1,119,628 | )

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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 |
Revenue: |  |  |  |  |  |  |  |  |
Transaction and processing fees |  | $ | 2,288,209 |  |  | $ | — |  |  | $ | 2,288,209 |
Merchant equipment rental and sales |  |  | 20,183 |  |  |  | — |  |  |  | 20,183 |
Revenue, net - bitcoin mining |  |  | — |  |  |  | 211,617 |  |  |  | 211,617 |
Other revenue from monthly recurring subscriptions |  |  | 108,868 |  |  |  | — |  |  |  | 108,868 |
Digital product revenue |  |  | 867,305 |  |  |  | — |  |  |  | 867,305 |
Total revenue |  |  | 3,284,565 |  |  |  | 211,617 |  |  |  | 3,496,182 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Processing and servicing costs, excluding merchant portfolio amortization |  |  | 2,753,593 |  |  |  | — |  |  |  | 2,753,593 |
Amortization expense |  |  | 78,462 |  |  |  | 112,499 |  |  |  | 190,961 |
Depreciation expense |  |  | 28,476 |  |  |  | 721,044 |  |  |  | 749,520 |
Salaries and wages |  |  | 740,713 |  |  |  | 275,625 |  |  |  | 1,016,338 |
Professional fees |  |  | 602,193 |  |  |  | 46,250 |  |  |  | 648,443 |
General and administrative expenses |  |  | 762,809 |  |  |  | 262,083 |  |  |  | 1,024,892 |
Total operating expenses |  |  | 4,966,246 |  |  |  | 1,417,501 |  |  |  | 6,383,747 |
Loss from operations |  |  | (1,681,681 | ) |  |  | (1,205,884 | ) |  |  | (2,887,565 | )
Other income (expense): |  |  |  |  |  |  |  |  |  |  |  |
Realized gain on sale of bitcoin |  |  | — |  |  |  | 225,229 |  |  |  | 225,229 |
Unrealized gain on investment |  |  | — |  |  |  | 274,731 |  |  |  | 274,731 |
Interest expense |  |  | (13,013 | ) |  |  |  |  |  |  | (13,013 | )
Total other income |  |  | (13,013 | ) |  |  | 499,960 |  |  |  | 486,947 |
Net loss |  |  | (1,694,694 | ) |  |  | (705,924 | ) |  |  | (2,400,618 | )
Net loss attributed to noncontrolling interest |  |  | 29,022 |  |  |  | — |  |  |  | 29,022 |
Net loss attributed to The OLB Group and Subsidiaries |  |  | (1,665,672 | ) |  |  | (705,924 | ) |  |  | (2,371,596 | )
Preferred dividends (related parties) |  |  | (31,311 | ) |  |  | — |  |  |  | (31,311 | )
Net Loss Applicable to Common Shareholders |  | $ | (1,696,983 | ) |  | $ | (705,924 | ) |  | $ | (2,402,907 | )

NOTE 16 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) 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 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.

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 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.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

Overview

We are a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business solutions to merchants throughout the United States. We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including financial and transaction processing services. We also have products that provide support for crowdfunding and other capital raising initiatives. We supplement our online platforms with certain hardware solutions that are integrated with our online platforms. Our business functions primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc., a Delaware corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”), though substantially all of our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019). We expect to build out our OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.

With respect to our eVance business, our merchants are currently processing over $100,000,000 in gross transactions monthly and average approximately 1,400,000 transactions a month. These transactions come from a variety of sources including direct accounts and ISO channels. The accounts consist of businesses across the United States with no concentration of industries or merchants.

We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM. SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions (though our revenue from these transactions is limited). In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system.

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On May 22, 2020, the Company purchased certain assets from POSaBIT Inc. (“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”). The assets included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

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 money transmission and transactional business. OLBit was previously in the process of applying for money transmission licenses in all 50 states. In June 2023, it was decided to delay the process of applying for such licenses in order to have a greater focus of financial and management resources on the Company’s payment processing business and Bitcoin mining business.

On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry, specifically the mining of Bitcoin. DMINT initiated the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania. As of December 31, 2022, DMINT had purchased 1,000 computers. DMint has a data center located in Selmer, Tennessee. In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts at the Selmer, Tennessee location because of the lower cost of operations in the location. As of December 31, 2024, DMINT had 1,000 computers and had 400 computers online and mining for Bitcoin. At March 31, 2025, DMINT had mined 57.77 Bitcoin. On October 21, 2024, DMINT filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), relating to the proposed spinoff from the Company and resulting issuance of equity of DMINT to OLB shareholders.

On August 16, 2022, DMINT Real Estate Holdings, Inc. (“DREH”), a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial Park Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000. DMINT established a Bitcoin mining data center powered on the local power grid. The location is expected to have capacity for up to 5,000 mining machines. The Company plans to complete the buildout of the building to be fully operational with 5,000 machines in 2025 following a spin-off of DMINT into a standalone entity, which is currently in process and has not yet been consummated.

As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity. Our planned DMINT spin-off distribution (the “Spin-Off Distribution”) will occur upon DMINT’s Form S-1 Registration Statement filing being declared effective by the Securities and Exchange Commission, and the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s common shares on the NASDAQ. Following the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will no longer be a wholly owned subsidiary of the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares of common stock will be owned by the existing stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc. (“DREH”) will remain a wholly owned subsidiary of DMINT

CrowdPay.us™ operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website. Our CrowdPay platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b) and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant to Regulation A+ of the Securities Act. Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”). CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between CrowdPay and the Company and/or broker-dealer prior to the initiation of the offering. CrowdPay also generates revenues by providing ancillary services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering and know-your-customer compliance. CrowdPay is not a registered funding portal or a registered broker-dealer.

On January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc. (“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI Issued Shares”). The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. The share exchange transaction closed on January 3, 2022. Prior to the closing of the share exchange transaction, Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of the Company, owned 100% of the equity of Crowd Ignition.

Crowd Ignition is a web-based crowdfunding software system. The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments and issue securities. The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million. Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted under Regulation CF.

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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 will enable the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal. The Company plans to market to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes. 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, the LLC changed its name to Moola Cloud, LLC. The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.

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 was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares.

Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations of The OLB Group, Inc. and its subsidiaries for the three months ended March 31, 2025 and 2024.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

For the three months ended March 31, 2025, we had total revenue of $2,321,536 compared to $3,496,182 of revenue for the three months ended March 31, 2024, a decrease of $1,174,646 or 33.6%. We earned $2,058,277 in transaction and processing fees, $12,124 in merchant equipment rental and sales, $72,637 in other revenue from monthly recurring subscriptions, $85,482 of revenue from the Cryptocurrency Mining segment and $93,016 of revenue from the sale of digital products. For the three months ended March 31, 2024, we earned $2,288,209 in transaction and processing fees, $20,183 in merchant equipment rental and sales, $108,868 in other revenue from monthly recurring subscriptions, $211,617 of revenue from the Bitcoin Mining segment and $867,305 of revenue from the sale of digital products. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.

For the three months ended March 31, 2025, we had processing and servicing costs of $1,808,814 compared to $2,753,593 of processing and servicing costs for the three months ended March 31, 2024, a decrease of $944,779 or 34.3%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Amortization expense for the three months ended March 31, 2025 was $3,972 compared to $190,961 for the three months ended March 31, 2024, a decrease of $186,989 or 97.9%. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights. The decrease in the current period is due to most of the assets being fully amortized in 2024.

Depreciation expense for our Bitcoin Mining Segment was $258,349 for the three months ended March 31, 2025 compared to $749,520 for the three months ended March 31, 2024, a decrease of $491,171 or 65.5%. The decrease in the current period is due to assets being impaired in 2024.

26

Salary and wage expense for the three months ended March 31, 2025, was $531,356 compared to $1,016,338 for the three months ended March 31, 2024, a decrease of $484,982 or 47.7%. The decrease is due to a decrease in headcount and a $271,000 decrease for stock based compensation.

Professional fees for the three months ended March 31, 2025, were $77,573 compared to $648,443 for the three months ended March 31, 2024, a decrease of $570,870 or 88%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity was much less in the current period.

General and administrative expenses for the three months ended March 31, 2025, was $490,151 compared to $1,024,892 for the three months ended March 31, 2024, a decrease of $534,741 or 52.2%. The decrease was mainly due to an approximately $212,000 decrease in Bank Fees, a decrease of $43,000 in Computer & Software Expenses, a $62,000 decrease in Utility Expense and a decrease of $76,000 in insurance expense.

For the three months ended March 31, 2025, we had total other expense of $240,319 compared to total other income of $486,947 for the three months ended March 31, 2024. In the current period we incurred interest expense for a related party of $225,319 and other expense of $15,000. In the prior period we had unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $13,013 of interest expense.

Our net loss for the three months ended March 31, 2025, was $1,088,998 compared to $2,400,618 for the three months ended March 31, 2024. This was a decrease in our net loss of $1,311,620 for the reasons discussed above.

Liquidity and Capital Resources

Changes in Cash Flows

Operating Activities

For the three months ended March 31, 2025, we used $155,842 of cash in operating activities, which included our net loss of $1,088,998 offset by $262,073 for amortization and depreciation expense and $423 for lease expense and net changes in operating assets and liabilities of $636,785. For the three months ended March 31, 2024, we used $424,700 of cash in operating activities, which included our net loss of $2,400,618 offset by $940,481 for amortization and depreciation expense, $304,874 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes in operating assets and liabilities of $1,230,523.

27

Financing Activities

For the three months ended March 31, 2025, we received net cash of $157,746 in financing activities as a result of receiving $18,881 from our CEO and $187,913 from the sale of common stock, and an increase in our cash overdraft of $28,671. We made repayments on our note payable of $38,838 and to our CEO of $38,881. For the three months ended March 31, 2024, we received net cash of $249,013 in financing activities as a result of receiving $182,150 from our CEO, $9,775 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $91,020. We made repayments on our note payable of $40,772.

Liquidity and Capital Resources

At March 31, 2025, the Company had cash of $29,340 and negative working capital of $9,277,512.

On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent (the “ATM Offering”). The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. As of March 31, 2025, the ATM Offering has resulted in proceeds of $1,278,836.

On August 12, 2024, the Company entered into an agreement with Yakov Holdings LLC, an entity controlled by Mr. Yakov (the “Yakov LLC”) whereby the Yakov LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov LLC Loan”). The Yakov LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov LLC Loan is twelve percent (12%) and it matures on June 18, 2025. In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of the Yakov LLC over all of the assets of the Company.

During the three months ended March 31, 2025, Mr. Yakov made payments on behalf of the Company in the amount of $18,881. As of March 31, 2025, the amount due to Yakov LLC is $1,183,960 and $225,319 of principal and interest, respectively.

The Company has reviewed its cash flow activity during 2024 and the first three months ended March 31, 2025 and projected cash flow forecast for the remainder of 2025. At March 31, 2025, the Company had cash of approximately $29,000, accounts receivable of approximately $128,000, and other prepaids and receivables of approximately $682,000. The Company has performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report. 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.

Critical Accounting Policies

Refer to our Form 10-K for the year ended December 31, 2024, for a full discussion of our critical accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

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ITEM 4. CONTROLS AND PROCEDURES

During the quarter ended March 31, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2025, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is engaged ongoing litigation with FFS relating to a breach of contract in connection with the Acquired Merchant Portfolio whereby the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio. In addition, in connection with the litigation with FFS, the Company has also made a claim against Clear Fork Bank (the “Bank”), the payment processing bank for the Acquired Merchant Portfolio, 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.

DMINT is currently in a contract dispute with a contractor. The Company has paid $100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability of approximately $444,000. The Company has recorded just over $315,000 in accounts payable related to the matter. The matter continues to be in discovery; however, the parties continue to discuss settlement. The parties are working on a payment schedule but have been unable to agree on terms to date.

Other than discussed above, there are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number |  | Exhibit Description
31.1 |  | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2 |  | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32 |  | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
101.INS |  | Inline XBRL Instance Document.
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document.
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 |  | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

30

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2025 | By: | /s/ Ronny Yakov
| Name: | Ronny Yakov
| Title: | Chief Executive Officer
|  | (Principal Executive Officer)
Date: May 15, 2025 | By: | /s/ Rachel Boulds
| Name: | Rachel Boulds
| Title: | Chief Financial Officer
|  | (Principal Financial and Accounting Officer)

31

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