OLB GROUP, INC.

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 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.

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 September 30, 2025, DMINT had mined 60.01 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 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.

Current wording

For the three months ended September 30, 2025, we had total revenue of $2,313,194 compared to $3,083,922 of revenue for the three months ended September 30, 2024, a decrease of $770,728 or 25%. We earned $2,106,362 in transaction and processing fees, $4,551 in merchant equipment rental and sales, $72,197 in other revenue from monthly recurring subscriptions, $78,814 of revenue from the Cryptocurrency Mining segment and $51,270 of revenue from the sale of digital products. For the three months ended September 30, 2024, we earned $2,569,596 in transaction and processing fees, $16,120 in merchant equipment rental and sales, $43,349 in other revenue from monthly recurring subscriptions, $88,078 of revenue from the Cryptocurrency Mining segment and $366,779 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 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.

Current wording

For the three months ended September 30, 2025, we had processing and servicing costs of $2,090,937 compared to $2,604,414 of processing and servicing costs for the three months ended September 30, 2024, a decrease of $513,477 or 19.7%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Previous wording

Amortization expense for the three months ended June 30, 2025 was $0 compared to $117,847 for the three months ended June 30, 2024, a decrease of $117,847. 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 and the remainder in Q1 2025.

Current wording

Amortization expense for the three months ended September 30, 2025 was $0 compared to $112,499 for the three months ended September 30, 2024, a decrease of $112,499. 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 and the remainder in Q1 2025.

Previous 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.

Current wording

Depreciation expense for our Bitcoin Mining Segment was $120,694 for the three months ended September 30, 2025 compared to $656,017, for the three months ended September 30, 2024, a decrease of $535,323 or 81.6%. The decrease in the current period is due to assets being impaired in 2024.

Previous wording

Salary and wage expense for the three months ended June 30, 2025, was $1,052,614 compared to $689,198 for the three months ended June 30, 2024, an increase of $363,416 or 52.7%. The increase is due to the issuance of common stock for $450,000 of non-cash bonus expense.

Current wording

Salary and wage expense for the three months ended September 30, 2025, was $502,504 compared to $604,784 for the three months ended September 30, 2024, a decrease of $102,280 or 16.9%. The decrease is due to a decrease in headcount.

Previous 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.

Current wording

Professional fees for the three months ended September 30, 2025, were $141,990 compared to $453,672 for the three months ended September 30, 2024, a decrease of $311,682 or 68.7%. 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 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.

Current wording

For the three months ended September 30, 2025, we had total other expenses of $40,231 compared to $0 for the three months ended September 30, 2024. In the current period we incurred interest expense for related parties of $231 and other expense of $40,000.

Previous 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.

Current wording

Our net loss for the three months ended September 30, 2025, was $1,175,020 compared to $1,630,258 for the three months ended September 30, 2024. This was a decrease in our net loss of $455,238 for the reasons discussed above.

Previous wording

For the six months ended June 30, 2025, we had total revenue of $4,588,727 compared to $7,017,336 of revenue for the six months ended June 30, 2024, a decrease of $2,428,609 or 34.6%. We earned $4,154,619 in transaction and processing fees, $16,687 in merchant equipment rental and sales, $142,996 in other revenue from monthly recurring subscriptions, $145,672 of revenue from the Cryptocurrency Mining segment and $128,753 of revenue from the sale of digital products. For the six months ended June 30, 2024, we earned $4,772,402 in transaction and processing fees, $48,123 in merchant equipment rental and sales, $253,894 in other revenue from monthly recurring subscriptions, $263,936 of revenue from the Bitcoin Mining segment and $1,678,981 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 nine months ended September 30, 2025, we had total revenue of $6,901,921 compared to $10,101,258 of revenue for the nine months ended September 30, 2024, a decrease of $3,199,334 or 31.7%. We earned $6,260,981 in transaction and processing fees, $21,238 in merchant equipment rental and sales, $215,193 in other revenue from monthly recurring subscriptions, $224,486 of revenue from the Cryptocurrency Mining segment and $180,023 of revenue from the sale of digital products. For the nine months ended September 30, 2024, we earned $7,341,998 in transaction and processing fees, 64,243 in merchant equipment rental and sales, $307,285 in other revenue from monthly recurring subscriptions, $341,972 of revenue from the Bitcoin Mining segment and $2,045,760 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 six months ended June 30, 2025, we had processing and servicing costs of $3,773,128 compared to $5,726,272 of processing and servicing costs for the six months ended June 30, 2024, a decrease of $1,953,144 or 34.1%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Current wording

For the nine months ended September 30, 2025, we had processing and servicing costs of $5,864,065 compared to $8,330,686 of processing and servicing costs for the nine months ended September 30, 2024, a decrease of $2,466,621 or 29.6%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Previous 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.

Current wording

Amortization expense for the nine months ended September 30, 2025 was $0 compared to $421,307 for the nine months ended September 30, 2024, a decrease of $421,307%. 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

Depreciation expense for our Bitcoin Mining Segment was $379,316 for the six months ended June 30, 2025 compared to $1,593,191, for the six months ended June 30, 2024, a decrease of $1,213,875 or 76.2%. The decrease in the current period is due to assets being impaired in 2024.

Current wording

Depreciation expense for our Bitcoin Mining Segment was $503,982 for the nine months ended September 30, 2025 compared to $2,249,208, for the nine months ended September 30, 2024, a decrease of $1,745,226 or 77.6%. The decrease in the current period is due to assets being impaired in 2024.

Previous 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.

Current wording

Salary and wage expense for the nine months ended September 30, 2025, was $2,086,474 compared to $2,310,320 for the nine months ended September 30, 2024, a decrease of $223,846 or 9.7%. 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

Professional fees for the six months ended June 30, 2025, were $412,139 compared $1,213,298 for the six months ended June 30, 2024, a decrease of $801,159 or 66%. 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 nine months ended September 30, 2025, were $554,129 compared $1,666,970 for the nine months ended September 30, 2024, a decrease of $1,112,841 or 66.8%. 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

General and administrative expenses for the three months ended June 30, 2025, was $491,476 compared to $947,987 for the three months ended June 30, 2024, a decrease of $456,511 or 48.2%. The decrease was mainly due to an approximately $96,000 decrease in bank fees, a decrease of $143,000 of contracted services, and a $137,000 decrease in Utility Expense.

Current wording

General and administrative expenses for the nine months ended September 30, 2025, was $1,573,485 compared to $2,255,673 for the nine months ended September 30, 2024, a decrease of $682,188 or 30.2%. The decrease was mainly due to an approximately $327,000 decrease in Bank Fees and a decrease of $225,000 in insurance expense.

Previous wording

For the six months ended June 30, 2025, we had total other expenses of $667,887 compared to total other income of $454,018 for the six months ended June 30, 2024. In the current period we incurred interest expense for related parties of $395,124 and other expense of $45,000. 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. For the six months ended June 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942 of interest expense.

Current wording

For the nine months ended September 30, 2025, we had total other expenses of $708,118 compared to total other income of $454,018 for the nine months ended September 30, 2024. In the current period we incurred interest expense for related parties of $395,355 and other expense of $85,000. 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. For the nine months ended September 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942 of interest expense.

Previous wording

Our net loss for the six months ended June 30, 2025, was $3,213,312 compared to $5,048,630 for the six months ended June 30, 2024. This was a decrease in our net loss of $1,835,318 for the reasons discussed above.

Current wording

Our net loss for the nine months ended September 30, 2025, was $4,388,332 compared to $6,678,888 for the nine months ended September 30, 2024. This was a decrease in our net loss of $2,290,556 for the reasons discussed above.

Previous wording

For the six months ended June 30, 2025, we used $1,175,615 of cash in operating activities, which included our net loss of $3,213,312 offset by $867,196 of non-cash reconciling items and net changes in operating assets and liabilities of $1,170,501.

Current wording

For the nine months ended September 30, 2025, we used $1,291,120 of cash in operating activities, which included our net loss of $4,388,332 offset by $1,045,881 of non-cash reconciling items and net changes in operating assets and liabilities of $2,051,331.

Previous 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.

Current wording

For the nine months ended September 30, 2024, we used $1,586,886 of cash in operating activities, which included our net loss of $6,678,888 offset by $2,670,515 for amortization and depreciation expense, $372,624 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 $2,547,162.

Previous 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.

Current wording

For the nine months ended September 30, 2025, we received net cash of $1,267,224 from financing activities as a result of receiving $461,888 from our CEO and $887,786 from the sale of common stock, and a decrease in our cash overdraft of $4,731. We made repayments on our note payable of $38,838 and to our CEO of $38,881. For the nine months ended September 30, 2024, we received net cash of $1,116,275 in financing activities as a result of receiving $1,191,282 from our CEO, $42,662 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 $30,735. We made repayments on our note payable of $155,244.

Previous wording

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

Current wording

At September 30, 2025, the Company had cash of $3,540 and negative working capital of $6,036,698.

Previous wording

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.

Current wording

On August 12, 2024, the Company entered into an agreement with Yakov Holdings, LLC, an entity controlled by Mr. Yakov whereby the Yakov Holdings, LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”). The Yakov Holdings, 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 Holdings, LLC Loan is twelve percent (12%) and it matures on June 18, 2025. In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets of the Company.

Previous wording

During the six months ended June 30, 2025, all amounts owed to Mr. Yakov were converted into shares of common stock.

Current wording

During the six months ended June 30, 2025, all amounts owed to Mr. Yakov were converted into shares of common stock. During the three months ended September 30, 2025. Mr. Yakov loaned the Company an additional $115,815.

Previous 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.

Current wording

The Company has reviewed its cash flow activity during 2024 and the first nine months ended September 30, 2025 and projected cash flow forecast for the remainder of 2025. At September 30, 2025, the Company had cash of approximately $3,500, accounts receivable of approximately $47,000, and other assets and receivables of approximately $840,000. 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 November 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.