10-Q - OLB - Equibles

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 September30, 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<br> incorporation or organization) | (IRS Employer<br> Identification No.) |

1120 Avenue of the Americas, Fourth Floor,<br> <br>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<br> 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 November 14, 2025, there were 8,780,749 shares of the issuer’s common stock issued and 8,768,132 shares of the issuer’s common stock outstanding.

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended September 30,2025

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	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	32
PART II	Other Information	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
Notes to the Condensed Consolidated Financial Statements (unaudited)	6

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

			December 31,<br> 2024
ASSETS			(Audited)
Current Assets:
Cash	3,540		$	27,436
Accounts receivable, net	46,863			100,621
Prepaid expenses	—			18,075
Other receivables	819,365			599,575
Other current assets	20,466			—
Total Current Assets	890,234			745,707
Other Assets:
Property and equipment, net	2,728,530			3,254,039
Intangible assets, net	—			3,724
Goodwill	8,139,889			8,139,889
Operating lease right-of-use assets	108,517			140,218
Other long-term assets	380,953			395,952
Total Other Assets	11,357,889			11,933,822
TOTAL ASSETS	12,248,123		$	12,679,529
LIABILITIES AND STOCKHOLDERS’<br> EQUITY
Current Liabilities:
Cash overdraft	27,019		$	31,750
Accounts payable	3,999,131			4,216,194
Accrued expenses	740,027			1,151,803
Preferred dividend payable (related party)	—			543,509
Merchant portfolio purchase installment obligation	2,000,000			2,000,000
Related party payable	115,815			1,203,960
Operating lease liability – current portion	44,940			46,491
Note payable – current portion	—			202,939
Total Current Liabilities	6,926,932			9,396,646
Long Term Liabilities:
Operating lease liability – net<br> of current portion	63,057			93,869
Total Liabilities	6,989,989			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<br>A Preferred stock, 0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	—			10
Common stock, 0.0001 par value, 50,000,000 shares authorized, 8,780,749 and 2,289,930 shares issued, 8,768,132 and 2,277,313 shares outstanding at September 30, 2025 and December 31, 2024, respectively	877			228
Treasury stock, at cost, 12,617 shares at September 30, 2025 and December 31, 2024	(109,988	)		(109,988	)
Additional paid-in capital	78,330,384			71,098,571
Accumulated deficit	(72,963,139	)		(67,799,807	)
Total Stockholders’ Equity	5,258,134			3,189,014
TOTAL LIABILITIES AND STOCKHOLDERS’<br> EQUITY	12,248,123		$	12,679,529

All values are in US Dollars.

The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended <br> September<br> 30,						For the Nine Months Ended<br> September<br> 30,
	2025			2024			2025			2024
Revenue:
Transaction and processing fees	$	2,106,362		$	2,569,596		$	6,260,981		$	7,341,998
Merchant equipment rental and sales		4,551			16,120			21,238			64,243
Revenue, net - cryptocurrency mining		78,814			88,078			224,486			341,972
Other revenue from monthly recurring subscriptions		72,197			43,349			215,193			307,285
Digital product revenue		51,270			366,779			180,023			2,045,760
Total revenue		2,313,194			3,083,922			6,901,921			10,101,258
Operating expenses:
Processing and servicing costs, excluding merchant portfolio<br> amortization		2,090,937			2,604,414			5,864,065			8,330,686
Amortization and depreciation expense		—			112,499			—			421,307
Depreciation expense – cryptocurrency mining		120,694			656,017			503,982			2,249,208
Salaries and wages		502,504			604,784			2,086,474			2,310,320
Professional fees		141,990			453,672			554,129			1,666,970
General and administrative expenses		591,858			282,794			1,573,485			2,255,673
Total operating expenses		3,447,983			4,714,180			10,582,135			17,234,164
Loss from operations		(1,134,789	)		(1,630,258	)		(3,680,214	)		(7,132,906	)
Other income (expense):
Realized gain (loss) on sale of cryptocurrency		—			—			—			225,229
Unrealized (loss) gain on investment		—			—			—			274,731
Interest expense		(231	)		—			(395,355	)		(45,942	)
Loss on conversion related party		—			—			(175,763	)		—
Loss on settlement of accounts payable and debt		—			—			(52,000	)		—
Loss on settlement of law suit		(40,000	)		—			(85,000	)		—
Total other income (expense)		(40,231	)		—			(708,118	)		454,018
Net Loss before income taxes		(1,175,020	)		(1,630,258	)		(4,388,332	)		(6,678,888	)
Income tax expense		—			—			—			—
Net Loss		(1,175,020	)		(1,630,258	)		(4,388,332	)		(6,678,888	)
Preferred dividends (related parties)		—			(31,311	)		(30,630	)		(93,592	)
Deemed dividend – preferred stock		—			—			(775,000	)
Net Loss Applicable to Common Shareholders	$	(1,175,020	)	$	(1,661,569	)	$	(5,193,962	)	$	(6,772,480	)
Net loss per common share, basic and diluted	$	(0.13	)	$	(0.92	)	$	(1.79	)	$	(3.80	)
Weighted average shares outstanding, basic and diluted		8,732,923			1,798,393			2,894,791			1,782,566

The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changesin Stockholders’ Equity

For the Three and Nine Months Ended September30, 2025 and 2024

(Unaudited)

	Preferred Stock						Common<br> Stock				Additional<br><br> Paid			Common<br><br> Stock			Treasury			Accumulated
	Shares			Amount			Shares		Amount		In<br> Capital			To be Issued			Stock			Deficit			Total
Balance<br> at December 31, 2024		1,021			10			2,277,313	$	228	$	71,098,571		$	—		$	(109,988	)	$	(67,799,807	)	$	3,189,014
Common<br> stock sold for cash		—			—			90,762		9		187,904			—						—			187,913
Preferred<br> stock dividends-related party		—			—			—		—		(30,630	)		—			—			—			(30,630	)
Stock-based<br> compensation		—			—			—		—		33,875			—			—			—			33,875
Net<br> loss		—			—			—		—		—			—			—			(1,088,998	)		(1,088,998	)
Balance<br> at March 31, 2025		1,021			10			2,368,075		237		71,289,720			—			(109,988	)		(68,888,805	)		2,291,174
Common<br> stock issued for accrued salary and loans payable – related party		—			—			3,865,088		386		4,040,805			—			—			—			4,041,191
Common<br> stock to be issued for accounts payable		—			—			—		—		—			748,001			—			—			748,001
Preferred<br> stock converted to common		(1,021	)		(10	)		1,021,000		102		(92	)		—			—			—			—
Accrued<br> preferred stock dividends converted to common		—			—			529,000		53		528,947			—			—			—			529,000
Preferred<br> stock dividend contributed to capital		—			—			—		—		45,139			—			—			—			45,139
Common<br> stock issued for services – related party		—			—			67,000		7		135,333			—			—			—			135,340
Common<br> stock sold for cash		—			—			517,969		52		699,821			—			—			—			699,873
Stock-based<br> compensation		—			—			—		—		33,875			—			—			—			33,875
Deemed<br> dividend – preferred stock		—			—			—		—		775,000			—			—			(775,000	)		—
Net<br> loss		—			—			—		—		—			—			—			(2,124,314	)		(2,124,314	)
Balance<br> at June 30, 2025		—			—			8,368,132		837		77,548,548			748,001			(109,988	)		(71,788,119	)		6,399,279
Common<br> stock to be issued for accounts payable		—			—			400,000		40		747,961			(748,001	)		—			—			—
Stock-based<br> compensation		—			—			—		—		33,875			—			—			—			33,875
Net<br> loss		—			—			—		—		—			—			—			(1,175,020	)		(1,175,020	)
Balance<br> at September 30, 2025		—		$	—			8,768,132	$	877	$	78,330,384		$	—		$	(109,988	)	$	(72,963,139	)	$	5,258,134
	Preferred Stock				Common<br> Stock					Additional<br><br> Paid			Treasury			Common<br><br> Stock			Accumulated			Non-<br><br> Controlling
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Shares			Amount		In<br> Capital			Stock			Receivable			Deficit			Interest			Total
Balance<br> 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<br> stock issued for exercise of options		—		—		156,899			16		6,824			—			—			—			—			6,840
Common<br> stock sold for cash		—		—		1,408			—		9,775			—			—			—			—			9,775
Common<br> stock issued to related parties for accrued liabilities		—		—		117,632			12		899,988			—			—			—			—			900,000
Preferred<br> stock dividends-related party		—		—		—			—		(31,311	)		—			—			—			—			(31,311	)
Stock-based<br> compensation		—		—		—			—		304,874			—			—			—			—			304,874
Adjustment<br> for 10 for 1 reverse stock split		—		—		(146	)		—		—			—			—			—			—			—
Net<br> loss		—		—		—			—		—			—			—			(2,371,596	)		(29,022	)		(2,400,618	)
Balance<br> at March 31, 2024		1,021		10		1,797,583			180		70,100,520			(109,988	)		—			(58,946,492	)		90,202			11,134,432
Preferred<br> stock dividends-related party		—		—		—			—		(30,970	)		—			—			—			—			(30,970	)
Stock-based<br> compensation		—		—		—			—		33,875			—			—			—			—			33,875
Derecognition<br> of non controlling interest		—		—		—			—		(95,775	)		—			—			(29,022	)		(90,202	)		(214,999	)
Net<br> loss		—		—		—			—		—			—			—			(2,648,012	)		—			(2,648,012	)
Balance<br> at June 30, 2024		1,021		10		1,797,583			180		70,007,749			(109,988	)		—			(61,623,526	)		—			8,274,425
Preferred<br> stock dividends-related party		—		—		—			—		(31,311	)		—			—			—			—			(31,311	)
Stock-based<br> compensation		—		—		—			—		33,874			—			—			—			—			33,874
Common<br> stock sold for cash						11,525			1		34,451			—			(1,565	)		—			—			32,887
Net<br> loss		—		—		—			—		—			—			—			(1,630,258	)		—			(1,630,258	)
Balance<br> at September 30, 2024		1,021	$	10		1,809,108		$	181	$	70,044,763		$	(109,988	)	$	(1,565	)	$	(63,253,784	)	$	—		$	6,679,617

The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended<br> September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,388,332	)	$	(6,678,888	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		503,982			2,670,515
Stock based compensation		101,625			372,624
Common stock issued for services – related party		135,340			—
Operating lease expense, net of repayment		(662	)		—
Unrealized gain on investment		—			(274,731	)
Realized gain on sale of bitcoin		—			(225,229	)
Loss on conversion related party		175,763			—
Loss on extinguishment of debt		52,000			—
Loan extinguishment related expense		52,583			—
Other expense		25,250			—
Changes in assets and liabilities:
Accounts receivable		53,758			379,854
Prepaid expenses and other current assets		(222,181	)		613,637
Other long-term assets		15,000			—
Accounts payable		262,254			848,297
Accrued interest – related party		331,359			—
Accrued expenses		1,611,141			707,035
Net cash used in operating activities		(1,291,120	)		(1,586,886	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment		—			548,393
Acquisition of 19.99% interest in Moola Cloud, LLC		—			(215,500	)
Net cash provided by investing activities		—			332,893
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(4,731	)		30,735
Common stock sold for cash		887,786			42,662
Advances from related party		461,888			1,191,282
Repayments to related party		(38,881	)		—
Proceeds from exercise of options – related party		—			6,840
Repayments on note payable		(38,838	)		(155,244	)
Net cash provided by financing activities		1,267,224			1,116,275
Net change in cash		(23,896	)		(137,718	)
Cash – beginning of period		27,436			179,006
Cash – end of period	$	3,540		$	41,288
Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—
Non-cash investing and financing transactions:
Common stock issued for accrued liabilities – related party	$	748,000		$	900,000
Common stock issued for loans payable – related party	$	1,511,152		$	—
Common stock issued for accrued salary – related party	$	2,022,917		$	—
Common stock receivable	$	—		$	1.565
Preferred stock dividends	$	30,630		$	93,592
Common stock issued for interest – related party	$	331,019		$	—
Common stock payable for payment of accrued dividends	$	529,000		$	—
Common stock issued for services – related party	$	135,340		$	—
Common stock issued for conversion of preferred	$	10		$	—

The accompanying notes are an integral partof these unaudited condensed consolidated financial statements.

The OLB Group, Inc. and Subsidiaries

Notes to the Condensed Consolidated FinancialStatements

September 30, 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. Omnisoft’s Omnicommerce applications work on an iPad, mobile device and the web and allow customers to sell a store’s products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared to the overall business.

On May 14, 2021, the Company formed its wholly 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.

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. (“DMINT Real Estate”), a wholly-owned subsidiary of DMINT. The purpose of DMINT Real Estate is to buy and hold real estate related to DMINT. Currently, DMINT Real Estate’s only asset is its building and property located in Selmer, Tennessee where all of the Company’s mining computers are located.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

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 nine month period ending September 30, 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 condensed 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 condensed consolidated financial statements.

All significant intercompany transactions and balances have been eliminated.

Fair Value of Financial Instruments

The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

●	Level<br> 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities<br> in active markets.
●	Level<br> 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets<br> that are not active; quoted prices for similar assets or liabilities in active markets; inputs<br> other than quoted prices that are observable for the assets or liabilities; or inputs that<br> are derived principally from or corroborated by observable market data by correlation or<br> other means.
---	---
●	Level<br> 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques<br> used to determine fair value. These assumptions are required to be consistent with market<br> participants assumptions that are reasonably available.
---	---

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 September 30, 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 September 30, 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 nine months ended September 30, 2025 and 2024 does not include warrants to acquire 630,512 and 856,313, respectively, shares of common stock because of their anti-dilutive effect. The weighted average number of common shares for nine months ended September 30, 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.

At September 30, 2025 and December 31, 2024, the carrying value of the Company’s bitcoin was $14,237 and $0, respectively. As of September 30, 2025, the Company had 0.0167 bitcoin on hand which had a fair value of $1,887 based on the price of bitcoin of approximately $114,056. For the nine months ended September 30, 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<br> land acquisitions;.
●	All<br> 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<br> 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.

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 nine months ended September 30, 2025 and 2024.

Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, BusinessCombinations, 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 September 30, 2025.

A summary of goodwill as of September 30, 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 September 30, 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 September 30, 2025 and December 31, 2024, respectively. This balance represents an amount related to the ongoing lawsuit with FFS. As of September 30, 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 nine months ended September 30, 2025 and 2024 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded as of September 30, 2025 and December 31, 2024.

Revenue Recognition

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

	For the Three Months<br><br> Ended <br> September<br> 30,				For the Nine Months <br><br>Ended<br> September<br> 30,
	2025		2024		2025		2024
Revenue:
Transaction and processing fees	$	2,106,362	$	2,569,596	$	6,260,981	$	7,341,998
Merchant equipment rental and sales		4,551		16,120		21,238		64,243
Revenue, net - cryptocurrency mining		78,814		88,078		224,486		341,972
Other revenue from monthly recurring subscriptions		72,197		43,349		215,193		307,285
Digital product revenue		51,270		366,779		180,023		2,045,760
Total revenue		2,313,194		3,083,922		6,901,921		10,101,258

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

●	Identification<br> of a contract with a customer;
●	Identification of the performance<br> obligations in the contract;
---	---
●	Determination of the transaction<br> price;
●	Allocation of the transaction<br> price to the performance obligations in the contract; and
●	Recognition of revenue<br> 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.

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.

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.

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 September 30, 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

In November 2024*,* the FASB issued Accounting Standards Update 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)” which requires that at each interim and annual reporting period an entity:

1.	Disclose the amounts of (a) purchases of inventory, (b) employee<br>compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each<br>relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing<br>operations that contains any of the listed expense categories.
2.	Include certain amounts that are already required to be disclosed<br>under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.
---	---
3.	Disclose a qualitative description of the amounts remaining<br>in relevant expense captions that are not separately disaggregated quantitatively.
---	---
4.	Disclose the total amount of selling expenses and, in annual<br>reporting periods, an entity’s definition of selling expenses.
---	---

These amendments are effective for annual reporting periods beginning after December 15, 2026*,* and interim reporting periods beginning after December 15, 2027*:* either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company expects to enhance disclosures of expenses based on new requirements.

In November 2024*,* the FASB also issued Accounting Standards Update 2024-04 “Debt - Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversionsof Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on the Company’s consolidated financial statements.

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 condensed consolidated financial statements have been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether it will be able to meet its obligations and continue its operations in the normal course of business. At September 30, 2025, the Company had accounts receivable of approximately $47,000, other receivables of approximately $819,000 and other current assets of approximately $20,000. At September 30, 2025, the Company has accounts payable and accrued expenses of approximately $4,739,000, a cash overdraft of approximately $27,000 as well as other current liabilities of approximately $2,161,000. To date, the Company has generated cash flows from issuances of equity and indebtedness and during the nine months ended September 30, 2025 reported net cash used by operating activities of approximately $1,300,000.

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 November 30, 2026. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company not continue as a going concern.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of the following:

	September 30,<br> 2025			December 31,<br> 2024
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 nine months ended September 30, 2025 and 2024 was $0 and $421,307, respectively.

Amortization expense for the three months ended September 30, 2025 and 2024 was $0 and $112,499, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	September 30,<br> 2025			December 31, <br> 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		2,361,870			2,383,396
Total		11,524,103			11,545,629
Less accumulated depreciation		(8,795,573	)		(8,291,590	)
Property and Equipment, net	$	2,728,530		$	3,254,039

Depreciation expense for the three and nine months ended September 30, 2025 was $120,694 and $503,982, respectively.

Depreciation expense for the three and nine months ended September 30, 2024 was $656,017 and $2,249,208, 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 and nine months ended September 30, 2024, the Company recognized an unrealized gain of $0 and $274,731, respectively.

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. During the nine months ended September 30, 2025, the Company issued 124,531 shares of common stock to fully satisfaction of the outstanding balance and is still pending final approval. As of September 30, 2025 and December 31, 2024, the note payable balance was $0 and $202,939, respectively.

NOTE 8 – STOCK OPTIONS

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

Stock Options			Weighted<br> Average<br> Exercise<br><br> Price		Aggregate<br> Intrinsic<br> 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 September 30, 2025	20,000		$	0.10	$	35,400
Shares exercisable at September 30, 2025	20,000		$	0.10	$	35,400

During the nine months ended September 30, 2025 and 2024 the Company recognized $101,625 and $372,624, respectively, in stock-based compensation related to the above-mentioned options. During the three months ended September 30, 2025 and 2024 the Company recognized $33,875 and $33,875, respectively, in stock-based compensation related to the above-mentioned options. As of September 30, 2025 there is $33,875 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 8.27 years.

NOTE 9 – WARRANTS

On August 11, 2025, all of the outstanding 189,766 Series A, 32,535 Series B warrants, and 3,500 other warrants expired.

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 Expired | | (225,801) | $ | 81.60 | | |

| Outstanding, September 30, 2025 | | 630,512 | $ | 62.77 | | 1.06 |

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.

Lease expense for the nine months ended September 30, 2025 and 2024, was $53,061 and $57,051, respectively. Lease expense for the three months ended September 30, 2025 and 2024, was $19,653 and $5,950, 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	September 30,<br> 2025

| Operating lease asset | Right of use asset | $ | 108,517 |

| Total lease asset | | $ | 108,517 | | Liability | | | |

| Operating lease liability – current portion | Current operating lease liability | $ | 44,940 |

| Total lease liability | | $ | 107,997 |

Lease obligations at September 30, 2025 consisted of the following:

For the year ended December 31:
2025	$	12,192
2026		49,858
2027		51,354
2028		8,793
Total payments	$	122,197
Amount representing interest	$	(14,200	)
Lease obligation, net		107,997
Less current portion		(44,940	)
Lease obligation – long term	$	63,057

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

During the three months ended June 30, 2025, the Company sold 517,969 shares of common stock from its ATM Offering, for total net proceeds of $699,873.

During the nine months ended September 30, 2025, there was an increase to additional paid in capital for stock option expense of $101,625.

During the nine months ended September 30, 2025, the Company issued 400,000 shares of common stock for payment of various accounts payable and the VFS loan (Note 7) totaling $696,000. The shares were valued at $1.87, the closing stock price on the date of grant, for a total value of $748,000, resulting in a loss on the extinguishment of debt of $52,000.

Refer to Note 13 for shares issued to related parties.

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.

The Company amended the conversion price of its Series A Convertible Preferred Stock from $90 per share to $1.00 per share on May 28, 2025. The closing stock price on May 27, 2025 was $1.50 per share. The Company and the preferred shareholder agreed to convert the preferred stock at its stated value of $1,021,000 and accrued dividends of $529,000 (totaling a stated value of $1,550,000) into 1,550,000 common shares. The modification increased the intrinsic value to preferred stockholders by approximately $775,000 which has been recorded as a deemed dividend in accordance with ASC 260-10-45-15. The deemed dividend reduced net income available to common stockholders in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2025. On June 2, 2025, the holder of the Series A converted the 1,021 shares held into 1,021,000 shares of common stock and the accrued dividends of $529,000 into 529,000 shares of common stock. The excess of the accrued dividend of $574,139 over the accrued dividend converted of $529,000 was forgiven and reflected as a contribution to equity of $45,139.

As of September 30, 2025 and December 31, 2024 there were 0 and 1,021 shares of Series A Preferred Stock issued and outstanding, respectively. Holders of Series A Preferred Stock are entitled to the following rights and preferences.

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 nine months ended September 30, 2025 and 2024, the Company accrued $30,630 and $93,592, respectively, for dividends on the Series A preferred stock held by Mr. Yakov. On June 2, 2025, Mr. Yakov converted $529,000 of the accrual into 529,000 shares of common stock and forgave the remaining $45,479, which was credited to additional paid in capital. As of September 30, 2025 and December 31, 2024, total accrued dividends on the Series A preferred stock due to Mr. Yakov is $0 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 wherebyYakov 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 12% and it matures on August 12, 2025. On August 12, 2025, Yakov Holdings, LLC agreed to extend the note to mature on August 12, 2026. 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.

On April 21, 2025 the Company agreed to convert the certain obligations owed to Ronny Yakov, Yakov Holdings, LLC and Patrick Smith at $1.00 per share. The common stock price was $1.04 per share. As a result, the Company recorded a loss on conversion of $175,763 during the nine months ended September 30, 2025. The following is a summary of the obligations subject to conversion:

Yakov Holdings, LLC Loan	$	1,492,152
Yakov accrued compensation		1,062,500
Yakov accrued bonus		300,000
Accrued interest		280,377
		3,135,029
Smith loan		19,000
Smith accrued compensation		510,417
Smith accrued bonus		150,000
Smith accrued interest		50,642
		730,059
Total obligation converted	$	3,865,088
Shares issued		3,865,088
Conversion price	$	1.04
	$	4,040,851
Loss on modification	$	175,763

On the grant date of April 22, 2025, the share price was set at $1.04 per share. The conversion price was set at $1.00 per share. The excess of the fair value of the shares to be issued over the stated amount of the obligation was recorded as a loss on conversion of $175,763.

On June 2, 2025, Mr. Yakov converted $1,772,529 of principal and interest into 1,772,529 shares of common stock. As of September 30, 2025 and December 31, 2024, the amount due to Yakov Holdings, LLC is $0 and $1,203,960, respectively.

During the nine months ended September 30, 2025 and 2024, Mr. Yakov made payments on behalf of the Company in the amount of $461,888 and $1,191,282, respectively.

On June 2, 2025, Mr. Smith converted $69,642 of principal and interest into 69,642 shares of common stock.

On June 2, 2025, Mr. Smith converted $510,417 and $150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock.

On June 2, 2025, Mr. Yakov converted $1,062,500 and $300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.

During the nine months ended September 30, 2025, the Company issued 35,000 shares of common stock to its CFO for services. The shares were valued at $2.02, the closing stock price on the date of grant, for total non cash expense of $70,700.

During the nine months ended September 30, 2025, the Company issued 32,000 shares of common stock to its directors for services. The shares were valued at $2.02, the closing stock price on the date of grant, for total non cash expense of $64,640.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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 42^nd^ Judicial District, Taylor County, Texas against the Bank, Timothy Cooper, Daniel Neff, Anthony Sandoval, Lawrence Kentz, Slone Balliew, Olan Beard and Ricky Beard seeking damages the Company suffered as a result of it having to cease processing transactions for the merchants underlying the Acquired Merchant Portfolio. More specifically, the Company has asserted the following causes of action: (i) Negligent Supervision against the Bank; (ii) Fraud against all Defendants; (iii) Breach of Fiduciary Duty against 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, SegmentReporting, 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.

The following tables detail revenue, operating expenses, and assets, liabilities and equity for the Company’s reportable segments as of and for the nine months ended September 30, 2025.

	Fintech <br> Segment			Bitcoin <br> Mining <br> Segment			Consolidated <br> Total
ASSETS
Current Assets:
Cash	$	3,489		$	51		$	3,540
Accounts receivable, net		46,863			—			46,863
Other receivables		420,382			398,983			819,365
Other current assets		6,230			14,236			20,466
Total Current Assets		476,964			413,270			890,234
Other Assets:
Property and equipment, net		—			2,728,530			2,728,530
Goodwill		8,139,889			—			8,139,889
Operating lease right-of-use assets		108,517			—			108,517
Other long-term assets		380,953			—			380,953
Total Other Assets		8,629,359			2,728,530			11,357,889
TOTAL ASSETS	$	9,106,323			3,141,800		$	12,248,123
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft	$	27,019		$	—		$	27,019
Accounts payable		3,343,519			655,612			3,999,131
Accrued expenses		676,652			63,375			740,027
Merchant portfolio purchase installment obligation		2,000,000			—			2,000,000
Related party payable		111,640			4,175			115,815
Operating lease liability – current portion		44,940			—			44,940
Due to/from intercompany		(23,704,629	)		23,704,629			—
Total Current Liabilities		(17,500,859	)		24,427,791			6,926,932
Long Term Liabilities:
Operating lease liability – net of current portion		63,057			—			63,057
Total Liabilities		(17,437,802	)		24,427,791			6,989,989
Stockholders’ Equity:
Series A Preferred stock		—			—			—
Common stock		877			—			877
Treasury stock		(109,988	)		—			(109,988	)
Additional paid-in capital		78,330,384			—			78,330,384
Accumulated deficit		(51,677,148	)		(21,285,991	)		(72,963,139	)
Total stockholders’ equity		26,544,125			(21,285,991	)		5,258,134
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,106,323			3,141,800		$	12,248,123

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

	Fintech <br> Segment			Bitcoin <br> Mining <br> Segment			Consolidated <br> Total
Revenue:
Transaction and processing fees	$	6,260,981		$	—		$	6,260,981
Merchant equipment rental and sales		21,238			—			21,238
Revenue, net - bitcoin mining		—			224,486			224,486
Other revenue from monthly recurring subscriptions		215,193			—			215,193
Digital product revenue		180,023			—			180,023
Total revenue		6,677,435			224,486			6,901,921
Operating expenses:
Processing and servicing costs, excluding merchant portfolio<br> amortization		5,864,065			—			5,864,065
Amortization expense		—			—			—
Depreciation expense		—			503,982			503,982
Salaries and wages		1,332,254			754,220			2,086,474
Professional fees		367,371			162,333			529,704
General and administrative expenses		1,132,652			465,258			1,597,910
Total operating expenses		8,696,342			1,885,793			10,582,135
Loss from operations		(2,018,907	)		(1,661,307	)		(3,680,214	)
Other income (expense):
Interest expense		(395,164	)		(191	)		(395,355	)
Loss on conversion related party		(175,763	)		—			(175,763	)
Loss on extinguishment of debt		(52,000	)		—			(52,000	)
Other expense		(85,000	)		—			(85,000	)
Total other income		(707,927	)		(191	)		(708,118	)
Net loss		(2,726,834	)		(1,661,948	)		(4,388,332	)
Deemed Preferred dividends (related party)		(775,000	)		—			(775,000	)
Preferred dividends (related party)		(30,630	)		—			(30,630	)
Net Loss Applicable to Common Stockholders’	$	(3,532,464	)	$	(1,661,948	)	$	(5,193,962	)

The following tables detail revenue and expenses for the Company’s reportable segments as of and for the nine months ended September 30, 2024.

For the Nine Months Ended September<br> 30, 2024
	Fintech <br> Segment			Bitcoin <br> Mining <br> Segment			Consolidated <br> Total
Revenue:
Transaction and processing fees	$	7,341,998		$	—		$	7,341,998
Merchant equipment rental and sales		64,243			—			64,243
Revenue, net - bitcoin mining		—			341,972			341,972
Other revenue from monthly recurring subscriptions		307,285			—			307,285
Digital product revenue		2,045,760			—			2,045,760
Total revenue		9,759,286			341,972			10,101,258
Operating expenses:
Processing and servicing costs, excluding merchant portfolio<br> amortization		8,330,686			—			8,330,686
Amortization expense		196,309			224,998			421,307
Depreciation expense		73,319			2,175,889			2,249,208
Salaries and wages		1,564,589			745,731			2,310,320
Professional fees		1,453,837			213,133			1,666,970
General and administrative expenses		1,487,588			768,085			2,255,673
Total operating expenses		13,106,328			4,127,836			17,234,164
Loss from operations		(3,347,042	)		(3,785,864	)		(7,132,906	)
Other income (expense):
Realized gain on sale of bitcoin		—			225,229			225,229
Unrealized gain on investment		—			274,731			274,731
Interest expense		(45,942	)		—			(45,942	)
Total other (expense) income		(45,942	)		499,960			454,018
Net loss		(3,392,984	)		(3,285,904	)		(6,678,888	)
Preferred dividends (related parties)		(93,592	)		—			(93,592	)
Net Loss Applicable to Common Shareholders	$	(3,486,576	)	$	(3,285,904	)	$	(6,772,480	)

NOTE 16 – MERCHANT PORTFOLIO PURCHASEINSTALLMENT 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 September 30, 2025 and December 31, 2024. Legal proceedings regarding this matter began in 2022 and have continued through 2025, see Note 14.

NOTE 17 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through, November 14, 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.

On October 27, 2025, the Company filed a Form S-8 Registration Statement to register up to 2,600,000 shares of our common stock (the “Common Stock”), to be issued under our Amended and Restated 2020 Share Incentive Plan (the “Plan”) to our employees, directors, consultants and “affiliates” as such term is defined in Rule 405 under the Securities Act, which shares may include “control securities” as such term is defined in General Instruction C to Form S-8.

On November 14, 2025, the Company and Mr. Yakov entered into an Amended and Restated Employment Agreement. The Amended and Restated Employment Agreement replaces all previous employment agreements and runs through December 31, 2030, with annual renewals, unless ended sooner. Mr. Yakov remains Chairman, President, and CEO, earning an $800,000 salary and $400,000 bonus. There were no material changes to any other terms of the agreement.

Item 2: Management’s Discussion andAnalysis 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.

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.

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 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.

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.

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 September 30, 2025 and 2024.

Three Months Ended September 30, 2025Compared to the Three Months Ended September 30, 2024

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.

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.

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.

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.

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.

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.

General and administrative expenses for the three months ended September 30, 2025, was $591,858 compared to $282,794 for the three months ended September 30, 2024, an increase of $309,064 or 109.3%. The increase was mainly due to an increase of approximately $198,500 in utility expense, $47,800 of computer expenses, $29,400 of equipment expense, $13,700 of rent expense, $7,200 of travel expense and $9,600 of supplies expense.

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.

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.

Nine Months Ended September 30, 2025Compared to the Nine Months Ended September 30, 2024

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.

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.

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.

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.

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.

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.

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.

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.

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.

In addition, we recognized a $775,000 deemed dividend for preferred stock and a $30,630 for preferred dividends for a net loss applicable to common shareholders of $5,193,962.

Liquidity and Capital Resources

Changes in Cash Flows

Operating Activities

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.

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.

Investing Activities

For the nine months ended September 30, 2025, we had no investing activities. For the nine months ended September 30, 2024, we received $548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in the LLC.

Financing Activities

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.

Liquidity and Capital Resources

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

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

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.

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.

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 unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

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 DISCLOSURESABOUT 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.

ITEM 4. CONTROLS AND PROCEDURES

During the quarter ended September 30, 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 FinancialReporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2025, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is engaged ongoing litigation with FFS Data Corporation (“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.

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 SECURITIESAND USE OF PROCEEDS

During the three months ended September 30, 2025, the Company issued an aggregate of 400,000 shares of common stock to settle outstanding accounts payable with certain vendors.

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<br> 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<br> herewith)
31.2	Certification of Chief<br> 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<br> herewith)
32	Certification of Chief<br> Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley<br> Act of 2002. (filed herewith)
10.1	Amended and Restated Employment Agreement with Mr. Yakov, dated November 14, 2025
101.INS	Inline XBRL Instance<br> Document.
101.SCH	Inline XBRL Taxonomy<br> Extension Schema Document.
101.CAL	Inline XBRL Taxonomy<br> Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy<br> Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy<br> Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy<br> Extension Presentation Linkbase Document.
104	Cover Page Interactive<br> Data File (formatted as Inline XBRL and contained in Exhibit 101).

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: November<br> 14, 2025	By:	/s/ Ronny Yakov
	Name:	Ronny Yakov
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2025	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment AGREEMENT (this “Agreement”), effective as of November 14, 2025 (the “Effective Date”), by and between The OLB Group, Inc. (the “Company”) and Ronny Yakov (“Executive”).

WITNESSETH:

WHEREAS, the Company is engaged in the business of OmniCommerce, Credit Card Processing, Mobile Commerce and in the FinTech space as well as software for Crowd Funding and Cryptocurrency mining (the “Business”);

WHEREAS Executive is currently employed by the Company in the capacity of Chairman, President and Chief Executive Officer; and

WHEREAS, Executive and the Company are parties to an employment agreement, dated as of January 3, 2022 (the “Prior Agreement”), and wish to amend and restate the Prior Agreement to update the terms and conditions for Executive’s continued employment by the Company as set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Executive agree as follows:

Employment: The Company hereby agrees to employ Executive, and Executive hereby agrees to serve, subject to the provisions of this Agreement, as the President and Chief Executive Officer of the Company. Executive agrees to devote substantially all his business time, attention, and energies to the performance of the duties assigned to him hereunder, and to perform such duties faithfully, diligently and to the best of his abilities and subject to such laws, rules, regulations, and policies as are from time to time applicable to the Company’s employees. Executive agrees to refrain from engaging in any activity that does or could reasonably be deemed to conflict with the best interests of the Company. Without limiting the generality of the foregoing, Executive shall perform the duties associated with the positions of President and Chief Executive Officer, and such other duties and responsibilities as are from time to time assigned to Executive by the Board of Directors of the Company consistent with such positions. Executive’s primary place of employment shall be New York, NY, with reasonable business travel permitted. Executive may perform duties remotely as mutually agreed.
Prior Agreements/Term:

(a) Prior Agreements. This Agreement amends, restates, supersedes and replaces the Prior Agreement and any other prior employment agreement, written or oral, between Executive and the Company. All such prior employment agreements shall cease to have any further force or effect. Executive does not, however, waive any rights to any vested compensation or benefits earned prior to the Effective Date and any deferred compensation awarded prior to the Effective Date shall continue to vest as if Executive remained continuously employed.

(b) Term. This Agreement shall commence on the Effective Date and shall expire on December 31, 2030, unless sooner terminated in accordance with Section 8 hereof; provided that commencing on January 1, 2031, and continuing on each one-year anniversary thereafter, the term of Executive’s employment under this Agreement shall be automatically extended for a period of one year unless sooner terminated in accordance with Section 8 hereof or unless either party gives written notice of intent to terminate between September 1^st^ and November 1^st^ of the year of prior to the next scheduled renewal date. The term of Executive’s employment under this Agreement is referred to herein as the “Term.”

Compensation:

(a) Salary: Executive’s salary shall be at the annual rate of Eight Hundred Thousand Dollars ($800,000) (the “Annual Salary”), payable in accordance with the Company’s regular payroll practices. Commencing on January 1, 2026, and on each January 1 thereafter during the Term, the Annual Salary shall be increased by three percent (3%) over the prior year’s Annual Salary. All applicable withholding taxes shall be deducted from such payments.

(b) Incentive Bonus: In addition to the Annual Salary, Executive shall receive an annual bonus (the “Bonus”) of Four Hundred Thousand Dollars ($400,000), paid quarterly after end of each quarter based upon the achievement of performance criteria established by Executive and the Board. Commencing on January 1, 2026, and on each January 1 thereafter during the Term, the target Bonus amount shall be increased by three percent (3%) over the prior year’s target Bonus amount. Any Bonus payable hereunder shall be paid in the calendar year following the calendar year to which such Bonus relates at the same time annual bonuses are paid to other senior executives of the Company, subject to Executive’s continued employment with the Company through the applicable payment date (except as otherwise provided in Section 9 hereof). All applicable withholding taxes shall be deducted from such payments.

(c) Acquisition and Milestone Bonuses: In addition to the Annual Salary and Bonus, Executive shall receive an acquisition bonus (the “Acquisition Bonus”) equal to two percent (2%) of the gross purchase price paid in connection therewith upon the closing of any acquisition directly or indirectly by the Company or its subsidiaries during the Term of any company or business (including purchases of all or substantially all of the assets of any such entity) having then existing sales of not less than three million five hundred thousand dollars ($3,500,000), the acquisition of which is identified and substantially negotiated by the Executive. Furthermore, Executive shall be entitled to additional milestone bonuses (the “Milestone Bonuses”) upon the achievement of significant corporate milestones, including but not limited to: (i) the closing of any material financing transaction raising at least $5,000,000 in gross proceeds; (ii) the completion of any spin-off of a subsidiary or business unit; (iii) the sale of material assets valued at $3,500,000 or more; (iv) a litigation in which the Company is involved (excluding a litigation in which Executive is an adverse party) resulting in an award of damages or a settlement in favor of the Company of at least $1,000,000 or more; or (v) other milestones as mutually agreed by Executive and the Board. Each Milestone Bonus shall be equal to one percent (1%) of the gross transaction value (or such other amount as determined by the Board in good faith). Any Acquisition Bonus or Milestone Bonus that becomes payable under this Section 3(c) shall be paid within thirty (30) days following the closing or achievement of the applicable milestone, subject to Executive’s continued employment with the Company through the applicable payment date (except as otherwise provided in Section 9 hereof). All applicable withholding taxes shall be deducted from such payments.

(d) Stock Options: As soon as reasonably practicable following the date hereof, and on each January 1^st^ thereafter during the Term, provided that Executive is employed by the Company on such date(s), the Company shall grant to Executive, subject to the terms and conditions of the Company’s Second Amended and Restated 2020 Share Incentive Plan and stock option agreement thereunder, options to acquire no less than Two hundred thousand (200,000) shares of the Company’s common stock (“Stock Options”) will be granted annually, each with an exercise price of one cent ($0.01) per share. Each Stock Option shall vest and become exercisable as follows: twenty-five percent (25%) immediately upon grant, with an additional twenty-five percent (25%) vesting at the end of each subsequent quarter of the grant date.

Notwithstanding the foregoing, upon a Change in Control (as defined in Section 8(e)), all unvested Stock Options (and any other unvested equity awards held by Executive) shall immediately accelerate and become fully vested and exercisable. All Stock Options and equity awards shall include customary anti-dilution protections, adjusting for stock splits, dividends, or recapitalizations to preserve Executive’s economic interest.

(e) Automobile Allowance: During the Term, the Company shall provide Executive with an automobile allowance of Three Thousand Five Hundred Dollars ($3,500) per month.

(f) Golden Parachute Protection: In the event of a Change in Control, if any payments or benefits provided to Executive under this Agreement or otherwise (including acceleration of equity) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), the Company shall pay Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax and any federal, state, and local income taxes on the Gross-Up Payment equals the amount Executive would have received absent the Excise Tax. All determinations shall be made by an independent accounting firm selected by the Company.

(g) Clawback. Any compensation is subject to Company clawback policies as required by law, but limited to instances of Executive’s intentional misconduct or fraud, with Executive entitled to contest any clawback determination via arbitration.

Benefits: Executive shall be eligible to participate in such benefit plans as are, or from time-to-time hereafter may be, provided by the Company for its senior executive officers. All benefits shall be provided to Executive in accordance with the terms and conditions of such benefit plans and programs as are maintained by the Company, as such plans are amended from time to time.
Vacation: Executive shall be entitled to paid vacation of four (4) weeks annually, in accordance with the Company’s policies and procedures.
Reimbursement of Expenses: The Company will reimburse Executive for reasonable and necessary business expenses of Executive for travel, meals and similar items incurred in connection with the performance of Executive’s duties, and which are consistent with such guidelines as the Company may from time to time establish. All payments for reimbursement of such expenses shall be made to the Executive only upon the presentation to the Company of appropriate vouchers or receipts.

3
Confidentiality; Non Competition; Ownership of Works:

(a) Executive acknowledges that: (i) the Business is intensely competitive and that Executive’s employment by the Company will require that Executive have access to and knowledge of confidential information of the Company, including, but not limited to, the identity of the Company’s customers, the identity of the representatives of customers with whom the Company has dealt, the kinds of services provided by the Company to customers and offered to be performed for potential customers, the manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, creative ideas and concepts, computer software applications and other programs, research data, personnel information and other trade secrets (the “Confidential Information”), provided that, Confidential Information shall not include any information that is or becomes publicly available other than as a result of a disclosure by Executive in violation of this Section 7; (ii) the direct or indirect disclosure of any such Confidential Information would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the Company’s business; and (iii) the engaging by Executive in any of the activities prohibited by this Section 7 may constitute improper appropriation and/or use of such Confidential Information. Executive expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of the Company. Accordingly, the Company and Executive agree as follows:

(b) For purposes of this Section 7, the Company shall be construed to include the Company and its parents and subsidiaries engaged in the Business, including any divisions managed by Executive.

(c) During Executive’s employment with the Company, and at all times after the termination of Executive’s employment by expiration of the Term or otherwise, Executive shall not, directly or indirectly, whether individually, as a director, stockholder, owner, partner, employee, principal or agent of any business, or in any other capacity, make known, disclose, furnish, make available or utilize any of the Confidential Information, other than in the proper performance of the duties contemplated herein, or as expressly permitted herein, or as required by a court of competent jurisdiction or other administrative or legislative body; provided that, prior to disclosing any of the Confidential Information as required by a court or other administrative or legislative body, Executive shall promptly notify the Company so that the Company may seek a protective order or other appropriate remedy. Executive agrees to return all documents or other materials containing Confidential Information, including all photocopies, extracts and summaries thereof, and any such information stored electronically on tapes, computer disks or in any other manner to the Company at any time upon request by the Company and immediately upon the termination of his employment for any reason.

(d) During Executive’s employment with the Company, Executive shall not engage in “Competition” with the Company. For purposes of this Agreement, Competition by Executive shall mean Executive’s engaging in, or otherwise directly or indirectly being employed by or acting as a consultant or lender to, or being a director, officer, employee, principal, agent, stockholder, member, owner or partner of, or permitting his name to be used in connection with the activities of any other business or organization anywhere in the United States which competes directly with the Business of the Company. Notwithstanding anything to the contrary, it shall not be considered a violation of this Section 7 or any other non-competition, non-solicitation or similar covenants in favor of the Company and its affiliates for Executive to (i) following a spin-off of any subsidiary or business unit or sale of material assets of the Company, provide services to the buyer or spun-off entity following any such transaction, or (ii) invest in any business opportunity with the prior written consent of the Board (excluding Executive and any other conflicted members), subject to the Board (excluding Executive and any other conflicted members) providing written notice to Executive of its rejection of such business opportunity, and Executive requesting consent of the Board (excluding Executive and any other conflicted members) for approval of his participation in such business opportunity, which consent shall not be unreasonably withheld, conditioned or delayed.

(e) For a period of six (6) months following the termination of Executive’s employment, except for any termination of Executive pursuant to Sections 8(a)(v) or (vi) hereof, Executive shall not engage in Competition, as defined above, with the Company in any locality or region of the United States in which the Company had operations at the time of, or within six (6) months prior to, Executive’s termination, or in which, during the six (6) month period prior to Executive’s termination, the Company had made substantial plans with the intention of establishing operations in such locality or region; provided that, it shall not be a violation of this sub-paragraph for Executive to become the registered or beneficial owner of up to five percent (5%) of any class of the capital stock of a competing corporation registered under the Securities Exchange Act of 1934, as amended, provided that Executive does not actively participate in the business of such corporation until such time as this covenant expires.

(f) For a period of six (6) months after he ceases to be employed hereunder by the Company, except for any termination of Executive pursuant to Sections 8(a)(v) or (vi) hereof, Executive agrees that he will not, directly or indirectly, for his benefit or for the benefit of any other person, firm or entity, do any of the following:

(i) solicit from any customer doing business with the Company as of Executive’s termination, business of the same or of a similar nature to the business of the Company with such customer;

(ii) solicit from any known potential customer of the Company business of the same or of a similar nature to that which has been the subject of a known written or oral bid, offer or proposal by the Company, or of substantial preparation with a view to making such a bid, proposal or offer, within six (6) months prior to Executive’s termination;

(iii) recruit or solicit the employment or services of, or hire, any person who was known to be employed by the Company upon termination of Executive’s employment, or within six (6) months prior thereto; or

(iv) otherwise knowingly interfere with the business or accounts of the Company.

(g) The Executive will make full and prompt disclosure to the Company of all inventions, improvements, formulas, data, programs, processes, ideas, concepts, discoveries, methods, developments, software, and works of authorship, whether or not copyrightable, trademarkable or patentable, which are created, made, conceived or reduced to practice by the Executive, either alone, under his direction or jointly with others during the period of his employment with the Company, whether or not during normal working hours or on the premises of the Company, which (i) relate to the actual or anticipated business, activities or research of the Company, or (ii) result from or are suggested by work performed by the Executive for the Company.

Termination:

(a) The employment of Executive hereunder shall terminate on the first to occur of the following:

(i) the date of Executive’s death, adjudicated incompetency or adjudicated bankruptcy;

(ii) the date on which Executive shall have experienced a Disability (as defined below), and the Company gives Executive notice of termination on account of Disability;

(iii) the date on which Executive shall have engaged in conduct which constitutes Cause (as defined below), and the Company gives Executive notice of termination for Cause (subject to Executive’s cure right);

(iv) the date of the expiration of the Term if Executive shall give the Company notice of termination of Executive’s non-renewal of the Term;

(v) the date on which the Company shall give Executive notice of termination for any reason other than the reasons set forth in (i) through (iii) above (including, without limitation, the Company’s non-renewal of the Term); or

(vi) the date on which circumstances constituting Good Reason (as defined below) occur, and Executive gives the Company notice of termination for Good Reason (subject to the Company’s cure right).

(b) For purposes of this Agreement, “Disability” shall mean an illness, injury or other incapacitating condition as a result of which Executive is unable to perform the services required to be performed under this Agreement for one hundred and twenty (120) consecutive days during the Term. In any such event, the Company, in its sole discretion, may terminate this Agreement by giving notice to Executive of termination for Disability. Executive agrees to submit to such medical examinations as may be necessary to determine whether a Disability exists, pursuant to such reasonable requests made by the Company from time to time.

(i) Executive’s conviction of, confession to, or guilty or nolo contendere plea to a felony; or

(ii) if a court of competent jurisdiction determines that Executive has embezzled property of the Company;

provided that, prior to making any determination that Cause has occurred, the Company shall provide Executive with written notice describing in detail the particular conduct at issue, after which time Executive shall have no less than thirty (30) days to cure such conduct, to the extent cure is possible.

(d) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following without Executive’s consent:

(i) a material reduction by the Company in Executive’s title, authority, status or responsibilities;

(ii) a reduction by the Company in the Annual Salary or Bonus;

(iii) the Company’s breach of any material term of this Agreement;

(iv) relocation of Executive’s principal office to a location more than fifty (50) miles from its current location;

(v) failure to nominate Executive for re-election to the Board;

(vi) a material adverse change in Executive’s reporting structure; or

(vii) the consummation of a Change in Control;

provided that, prior to making any determination that Good Reason has occurred, Executive shall provide the Company with written notice describing in detail the particular conduct at issue, after which time the Company shall have no less than thirty (30) days to cure such conduct, to the extent cure is possible. In the event of termination for Good Reason, Executive shall be entitled to the compensation and benefits set forth in Section 9(d), which are intended to be highly beneficial to Executive and may impose obligations on the Company.

(e) Change in Control: For purposes of this Agreement, “Change in Control” shall mean: (i) the sale of all or substantially all of the Company’s assets; (ii) a merger or consolidation in which the Company is not the surviving entity and the Company’s stockholders prior to the transaction own less than 50% of the voting power post-transaction; (iii) any transaction or series of transactions resulting in a person or group acquiring more than 50% of the Company’s voting stock; or (iv) a change in the majority of the Board over a two-year period not approved by the incumbent Board. Notwithstanding anything in any award agreement or otherwise to the contrary, immediately upon a Change in Control, all of Executive’s unvested equity awards shall immediately become vested and exercisable.

Compensation in Event of Termination; Survival: Upon termination of Executive’s employment for any reason, this Agreement shall terminate and the Company shall have no further obligation to Executive except as set forth in this Section 9; provided that, the provisions set forth in Sections 7, 11, and 20 hereof shall remain in full force and effect after the termination of Executive’s employment. Unless otherwise specified below, all payments under this Section 9 shall be made in a lump sum within sixty (60) days after Executive’s termination of employment.

(a) In the event Executive’s employment is terminated pursuant to Sections 8(a)(i) or (ii) hereof prior to the expiration of the Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment of (i) any earned but unpaid Annual Salary, and payment for unused vacation days through the date of termination, (ii) any earned but unpaid Bonus for the calendar year ending on or preceding the termination date; (iii) any earned but unpaid Acquisition Bonus or Milestone Bonus, and (iv) an amount equal to the Bonus for the calendar year in which such termination occurs based on actual results, prorated to the date of such termination of employment and paid at the same time annual bonuses for such calendar year are paid to other senior executives of the Company. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any salary or other payment provided for hereunder, except as Executive may otherwise be entitled pursuant to any employee benefit plan.

(b) In the event Executive’s employment is terminated pursuant to Section 8(a)(iii) hereof prior to the expiration of the Term, Executive shall be entitled to payment of any (i) earned but unpaid Annual Salary and payment for unused vacation days; (ii) any earned but unpaid Bonus for the calendar year ending on or preceding the termination date; and (iii) any earned but unpaid Acquisition Bonus or Milestone Bonus, through the date of termination. Following any such termination, neither Executive nor his estate, conservator or designated beneficiary shall be entitled to receive any salary or other payment provided for hereunder, including any portion of the Bonus, except as Executive may otherwise be entitled pursuant to any employee benefit plan.

(c) In the event Executive’s employment is terminated pursuant to Section 8(a)(iv) hereof upon expiration of the Term, Executive shall be entitled to receive, as his sole and exclusive remedy, (i) any earned but unpaid Annual Salary, and payment for unused vacation days through the date of termination; (ii) any earned but unpaid Bonus for the calendar year ending on or preceding the termination date; and (iii) any earned but unpaid Acquisition Bonus or Milestone Bonus.

(d) In the event Executive’s employment is terminated pursuant to Sections 8(a)(v) or (vi) hereof (including, for avoidance of doubt, termination for Good Reason or the Company’s non-renewal of the Term), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) severance pay equal to two (2) times the Annual Salary (at the then-current rate) plus two (2) times the target Bonus (provided that if such termination occurs within twelve (12) months following a Change in Control, such severance shall be increased to three (3) times the Annual Salary plus three (3) times the target Bonus); (ii) any earned but unpaid Bonus for the calendar year ending on or preceding the termination date; (iii) any earned but unpaid Acquisition Bonus or Milestone Bonus; (iv) an amount equal to the Bonus for the calendar year in which such termination occurs based on actual results, prorated to the date of such termination of employment and paid at the same time annual bonuses for such calendar year are paid to other senior executives of the Company; (iv) immediate acceleration and vesting of all unvested equity awards; and (v) a payment equal to eighteen (18) months of premiums for continued participation in the Company’s group health plan under COBRA, at the Company’s expense, for Executive and his eligible dependents. Executive shall have no duty to mitigate damages by seeking alternative employment following any such termination.

Successors and Assigns; Binding Agreement: This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business.
Return of Company Property: Executive agrees that following the termination of his employment for any reason, he shall return all property of the Company, its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any other materials or equipment supplied by the Company to Executive.
Entire Agreement: This Agreement, together with the Stock Option agreements referenced in Section 3(d) hereof, sets forth the entire agreement between the parties with respect to its subject matter and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them, and neither party shall be bound by any term or condition with respect to the subject matter of this Agreement other than as expressly set forth or provided for herein. This Agreement may not be changed or modified except by an agreement in writing, signed by the parties hereto.
Each Party the Drafter: This Agreement and the provisions contained in it shall not be construed or interpreted for or against any party to this Agreement because that party drafted or caused that party’s legal representative to draft any of its provisions.
Waiver: The failure of either party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.
Severability: In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
Notices: Any notice given hereunder shall be in writing and shall be deemed to have been given when delivered by messenger or courier service (against appropriate receipt), or mailed by registered or certified mail (return receipt requested), addressed as follows:

If to the Company:

The OLB Group, Inc.

1120 Avenue of the Americas, 4th Floor

New York, New York 10036

Attn: Board of Directors

If to Executive:

Mr. Ronny Yakov

1120 Avenue of the Americas, 4th Floor

New York, New York 10036

or at such other address as shall be indicated to either party in writing. Notice of change of address shall be effective only upon receipt.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws rules.
Descriptive Headings: The paragraph headings and recitals contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Counterparts: This Agreement may be executed in one or more counterparts, which, together, shall constitute one and the same agreement.
Additional Provisions:

(a) Indemnification and D&O Insurance: The Company shall indemnify Executive to the fullest extent permitted by applicable law and the Company’s bylaws for any claims arising from his service as an officer or director. The Company shall maintain D&O liability insurance covering Executive during the Term and for six (6) years thereafter, at levels no less favorable than for other senior executives.

(b) Non-Disparagement; Cooperation: Each party agrees not to make disparaging statements about the other. Executive agrees to reasonably cooperate with the Company post-termination, during normal business hours and at reasonable times and locations, in investigations or litigation, subject to reimbursement of expenses and payment of a fee equal to Seven Hundred Fifty Dollars ($750) per hour; provided that the Company will make reasonable efforts to minimize disruption of Executive’s other activities and that any such cooperation will be conducted telephonically whenever possible and in person only when necessary.

(c) Arbitration: Any disputes arising under this Agreement shall be resolved by confidential binding arbitration in New York, NY, under American Arbitration Association rules. The prevailing party shall be entitled to reasonable attorney’s fees and costs.

(d) Section 409A Compliance:

(i) This Agreement is intended to comply with Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit that is considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if Executive is deemed on the date of termination to be a “specified employee,” then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (B) the date of Executive’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 20(d)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A offset any payment or benefit or be subject to offset by any other payment or benefit unless otherwise permitted by Code Section 409A.

(e) Life Insurance: The Company shall provide Executive with life insurance coverage equal to two (2) times his Annual Salary, with Executive designating the beneficiary.

(f) Tax Gross-Up. If any payments or benefits under this Agreement are subject to taxes (other than income taxes), including under Code Section 409A, the Company shall gross-up such payments so Executive receives the net intended amount after taxes.

(g) Anti-Retaliation. The Company shall not retaliate against Executive for any good-faith reporting of suspected violations of law, regulations, or Company policies, including under whistleblower protections of the Sarbanes-Oxley Act or Dodd-Frank Act.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THE OLB GROUP, INC.		EXECUTIVE:
By:	/s/ RachelBoulds	By:	/s/ Ronny Yakov
Name:	Rachel Boulds	Name:	Ronny Yakov, individually
Title:	Chief Financial Officer

Exhibit31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

I, Ronny Yakov, Chief Executive Officer of The OLB Group, Inc. (the “Registrant”) certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2025 of The OLB Group, Inc.
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
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(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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(b)	Any<br> fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
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Dated: November 14, 2025

By:	/s/<br> Ronny Yakov
	Ronny<br> Yakov
	Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)

Exhibit31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002

I, Rachel Boulds, Chief Financial Officer of The OLB Group, Inc. (the “Registrant”) certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2025 of The OLB Group, Inc.
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
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4.	The<br> registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
---	---
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
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(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
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(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over<br> financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or<br> persons performing the equivalent functions):
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(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
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(b)	Any<br> fraud, whether material, that involves management or other employees who have a significant role in the registrant’s internal<br> control over financial reporting.
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Dated: November 14, 2025

By:	/s/<br> Rachel Boulds
	Rachel<br> Boulds
	Chief<br> Financial Officer<br><br> (Principal Financial and Accounting Executive)

Exhibit32

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ADOPTEDPURSUANT TO

SECTION906 OF THE SARBANES—OXLEY ACT OF 2002

In connection with the Quarterly Report of The OLB Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronny Yakov, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company at the dates and for the periods indicated.
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Date: November 14, 2025

By:	/s/<br> Ronny Yakov
	Ronny<br> Yakov<br><br> Chief Executive Officer
	(Principal<br> Executive)

In connection with the Quarterly Report of The OLB Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rachel Boulds, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that to my knowledge:

(1)	The<br> Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company at the dates and for the periods indicated.
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Date: November 14, 2025

By:	/s/<br> Rachel Boulds
	Rachel<br> Boulds<br><br> Chief Financial Officer <br><br> (Principal Financial and Accounting Executive)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The OLB Group, Inc. and will be retained by The OLB Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.