OLB GROUP, INC.

Previous wording

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.

Current wording

We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM. SecurePay.comTM. 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.

Previous wording

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.

Current wording

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 June 30, 2025, DMINT had mined 59.34 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.

Previous wording

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.

Current wording

For the three months ended June 30, 2025, we had total revenue of $2,267,191 compared to $3,521,154 of revenue for the three months ended June 30, 2024, a decrease of $1,253,963 or 35.6%. We earned $2,096,342 in transaction and processing fees, $4,563 in merchant equipment rental and sales, $70,359 in other revenue from monthly recurring subscriptions, $60,190 of revenue from the Cryptocurrency Mining segment and $35,737 of revenue from the sale of digital products. For the three months ended June 30, 2024, we earned $2,484,193 in transaction and processing fees, $27,940 in merchant equipment rental and sales, $145,026 in other revenue from monthly recurring subscriptions, $52,319 of revenue from the Bitcoin Mining segment and $811,676 of revenue from the sale of digital products. 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.

Previous wording

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.

Current wording

For the three months ended June 30, 2025, we had processing and servicing costs of $1,964,314 compared to $2,972,679 of processing and servicing costs for the three months ended June 30, 2024, a decrease of $1,008,365 or 33.9%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Previous wording

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.

Current wording

Depreciation expense for our Bitcoin Mining Segment was $120,967 for the three months ended June 30, 2025 compared to $843,671, for the three months ended June 30, 2024, a decrease of $722,704 or 85.7%. The decrease in the current period is due to assets being impaired in 2024.

Previous wording

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.

Current wording

Professional fees for the three months ended June 30, 2025, were $334,566 compared to $564,855 for the three months ended June 30, 2024, a decrease of $230,289 or 40.8%. 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.

Previous wording

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.

Current wording

For the three months ended June 30, 2025, we had total other expenses of $427,568 compared to $32,929 for the three months ended June 30, 2024. In the current period we incurred interest expense for related parties of $169,805 and other expense of $30,000. We also recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763. In the prior period we had $32,929 of interest expense.

Previous wording

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.

Current wording

Our net loss for the three months ended June 30, 2025, was $2,124,314 compared to $2,648,012 for the three months ended June 30, 2024. This was a decrease in our net loss of $523,698 for the reasons discussed above.

Previous wording

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.

Current wording

Amortization expense for the six months ended June 30, 2025 was $3,972 compared to $308,808 for the six months ended June 30, 2024, a decrease of $304,836 or 98.7%. 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.

Previous wording

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.

Current wording

Salary and wage expense for the six months ended June 30, 2025, was $1,583,970 compared to $1,705,536 for the six months ended June 30, 2024, a decrease of $121,566 or 7.1%. In the current period we issued shares of common stock for $450,000 of non-cash bonus expense, which was offset by a decrease in headcount and a $271,000 decrease for stock based compensation.

Previous wording

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.

Current wording

General and administrative expenses for the six months ended June 30, 2025, was $981,627 compared to $1,972,879 for the six months ended June 30, 2024, a decrease of $991,252 or 50.2%. The decrease was mainly due to an approximately $308,000 decrease in Bank Fees, a decrease of $65,500 in Computer & Software Expenses, a $199,000 decrease in Utility Expense and a decrease of $227,000 in insurance expense.

Previous wording

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.

Current wording

For the six months ended June 30, 2024, we used $1,210,224 of cash in operating activities, which included our net loss of $5,048,630 offset by $1,901,999 for amortization and depreciation expense, $338,750 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes in operating assets and liabilities of $2,097,617.

Previous wording

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.

Current wording

For the six months ended June 30, 2025, we received net cash of $1,150,841 from financing activities as a result of receiving $346,073 from our CEO and $887,786 from the sale of common stock, and a decrease in our cash overdraft of $5,299. We made repayments on our note payable of $38,838 and to our CEO of $38,881. For the six months ended June 30, 2024, we received net cash of $751,590 in financing activities as a result of receiving $834,782 from our CEO, $9,775 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $30,559. We made repayments on our note payable of $130,406.

Previous wording

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

Current wording

At June 30, 2025, the Company had cash of $2,662 and negative working capital of $5,037,442.

Previous wording

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.

Current wording

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 June 30, 2025, the ATM Offering has resulted in proceeds of $2,009,723.

Previous wording

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.

Current wording

The Company has reviewed its cash flow activity during 2024 and the first six months ended June 30, 2025 and projected cash flow forecast for the remainder of 2025. At June 30, 2025, the Company had cash of approximately $2,600, accounts receivable of approximately $81,000, and other assets and receivables of approximately $792,000. 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 June 30, 2026. The accompanying unauditedcondensed 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.