[10-Q] The OLB Group, Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

The OLB Group, Inc. reported operations for the quarter and six months ended June 30, 2025 showing a decline in revenue and continued net losses. For the six months the company recorded total revenue of $4,588,727, down 34.6% from $7,017,336 a year earlier, driven by lower fintech/merchant revenues as Moola Cloud transitions vendors. The company reported a net loss of $(3,213,312) for the six months and $(2,124,314) for the quarter. Operating cash flow used was approximately $(1,176,000) for the six months. Bitcoin holdings totaled 0.0634 BTC with a fair value of $6,791 at June 30, 2025; realized bitcoin gains were $0 for the six months (vs $225,229 in prior year). The company completed several equity conversions and issuances, including conversion of Series A preferred into common (resulting in a $775,000 deemed dividend) and issuance of shares to satisfy debt and fees. Material legal disputes include litigation with FFS over an acquired merchant portfolio and related claims against a bank and individuals; management recognized a $2,000,000 contingent payment liability related to an acquisition agreement. Current liabilities include accounts payable and accrued expenses of approximately $3.84 million and other current liabilities of approximately $2.05 million.

Insights

Securities Analyst

TL;DR: Revenue down 34.6%, six-month net loss $3.21M, cash used in operations $1.18M, material litigation and significant equity dilution.

The company shows meaningful revenue contraction year-over-year primarily from its fintech/Moola Cloud operations while bitcoin mining revenue also declined. Profitability is negative with a consolidated six-month net loss of $3.21 million. Operating cash burn of ~$1.18 million indicates ongoing financing dependence. Significant capital actions—conversion of preferred stock, share issuance to satisfy debt, and ATM sales—have materially increased shares outstanding and created a $775,000 deemed dividend that reduced income available to common shareholders. Ongoing litigation with FFS and related parties presents contingent and recognized liabilities, including a $2.0 million contingent payment tied to an acquisition, which increases legal and cash flow risk. Working capital pressures are evident from ~$3.84 million accounts payable and ~$2.05 million other current liabilities.

Corporate Governance / Risk Analyst

TL;DR: Controls and capital structure risks elevated by aggressive equity conversions, related-party loans, and pending litigation.

Conversions of related-party preferred obligations and extensive share-based settlements to satisfy loans and payables materially altered capitalization and diluted existing holders. The Yakov LLC revolving loan (12% interest, matures August 2025) and other related-party balances have been converted or forgiven, reducing direct debt but increasing equity issuance and recorded losses on conversion. The FFS litigation and counterclaims, plus disputes with a bank that led to termination of processing relationships, present both legal exposure and operational continuity risk for merchant processing revenues. Management reduced G&A expenses materially, which helped margins but has not offset revenue declines and operating losses. Overall impact is neutral-to-negative on near-term stability until litigation and vendor transitions resolve.

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 June 30, 2025

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

For the transition period from _______ to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

(212) 278-0900

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

As of August 19, 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 June 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	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	31
PART II	Other Information	32
Item 1.	Legal Proceedings	32
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	33
Signatures		34

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

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

1

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets 

		June 30, 2025				December 31, 2024
ASSETS		(Unaudited)				(Audited)
Current Assets:
Cash		$	2,662			$	27,436
Accounts receivable, net			81,040				100,621
Prepaid expenses			—				18,075
Other receivables			777,865				599,575
Other current assets			14,039				—
Total Current Assets			875,606				745,707
Other Assets:
Property and equipment, net			2,870,752				3,254,039
Intangible assets, net			—				3,724
Goodwill			8,139,889				8,139,889
Operating lease right-of-use assets			118,869				140,218
Other long-term assets			380,952				395,952
Total Other Assets			11,510,462				11,933,822
TOTAL ASSETS		$	12,386,068			$	12,679,529
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft		$	26,451			$	31,750
Accounts payable			3,783,495				4,216,194
Accrued expenses			57,360				1,151,803
Preferred dividend payable (related party)			—				543,509
Merchant portfolio purchase installment obligation			2,000,000				2,000,000
Related party payable			—				1,203,960
Operating lease liability – current portion			45,742				46,491
Note payable – current portion			—				202,939
Total Current Liabilities			5,913,048				9,396,646
Long Term Liabilities:
Operating lease liability – net of current portion			73,741				93,869
Total Liabilities			5,986,789				9,490,515
Commitments and contingencies (Note 14)
Stockholders’ Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding			—				—
Series A Preferred stock, $0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively			—				10
Common stock, $0.0001 par value, 50,000,000 shares authorized, 8,380,749 and 2,289,930 shares issued, 8,368,132 and 2,277,313 shares outstanding at June, 2025 and December 31, 2024, respectively			837				228
Common stock to be issued			748,001				—
Treasury stock, at cost, 12,617 shares at June 30, 2025 and December 31, 2024			(109,988	)			(109,988	)
Additional paid-in capital			77,548,548				71,098,571
Accumulated deficit			(71,788,119	)			(67,799,807	)
Total Stockholders’ Equity			6,399,279				3,189,014
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	12,386,068			$	12,679,529

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

2

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2025				2024				2025				2024
Revenue:
Transaction and processing fees		$	2,096,342			$	2,484,193			$	4,154,619			$	4,772,402
Merchant equipment rental and sales			4,563				27,940				16,687				48,123
Revenue, net - cryptocurrency mining			60,190				52,319				145,672				263,936
Other revenue from monthly recurring subscriptions			70,359				145,026				142,996				253,894
Digital product revenue			35,737				811,676				128,753				1,678,981
Total revenue			2,267,191				3,521,154				4,588,727				7,017,336
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			1,964,314				2,972,679				3,773,128				5,726,272
Amortization and depreciation expense			—				117,847				3,972				308,808
Depreciation expense – cryptocurrency mining			120,967				843,671				379,316				1,593,191
Salaries and wages			1,052,614				689,198				1,583,970				1,705,536
Professional fees			334,566				564,855				412,139				1,213,298
General and administrative expenses			491,476				947,987				981,627				1,972,879
Total operating expenses			3,963,937				6,136,237				7,134,152				12,519,984
Loss from operations			(1,696,746	)			(2,615,083	)			(2,545,425	)			(5,502,648	)
Other income (expense):
Realized gain (loss) on sale of cryptocurrency			—				—				—				225,229
Unrealized (loss) gain on investment			—				—				—				274,731
Interest expense			(169,805	)			(32,929	)			(395,124	)			(45,942	)
Loss on conversion related party			(175,763	)			—				(175,763	)			—
Loss on settlement of accounts payable and debt			(52,000	)			—				(52,000	)			—
Loss on settlement of law suit			(30,000	)			—				(45,000	)			—
Total other income (expense)			(427,568	)			(32,929	)			(667,887	)			454,018
Net Loss before income taxes			(2,124,314	)			(2,648,012	)			(3,213,312	)			(5,048,630	)
Income tax expense			—				—				—				—
Net Loss			(2,124,314	)			(2,648,012	)			(3,213,312	)			(5,048,630	)
Preferred dividends (related parties)			—				(30,970	)			(30,630	)			(62,281	)
Deemed dividend – preferred stock			(775,000	)			—				(775,000	)			—
Net Loss Applicable to Common Shareholders		$	(2,899,314	)		$	(2,678,982	)		$	(4,018,942	)		$	(5,110,911	)
Net loss per common share, basic and diluted		$	(0.66	)		$	(1.49	)		$	(3.68	)		$	(2.88	)
Weighted average shares outstanding, basic and diluted			4,390,281				1,797,583				1,091,286				1,773,133

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

3

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2025 and 2024

(Unaudited)

		Preferred Stock								Common Stock								Additional Paid				Common Stock				Treasury				Accumulated
		Shares				Amount				Shares				Amount				In Capital				To be Issued				Stock				Deficit				Total
Balance at December 31, 2024			1,021				10				2,277,313			$	228			$	71,098,571			$	—			$	(109,988	)		$	(67,799,807	)		$	3,189,014
Common stock sold for cash			—				—				90,762				9				187,904				—								—				187,913
Preferred stock dividends-related party			—				—				—				—				(30,630	)			—				—				—				(30,630	)
Stock-based compensation			—				—				—				—				33,875				—				—				—				33,875
Net loss			—				—				—				—				—				—				—				(1,088,998	)			(1,088,998	)
Balance at March 31, 2025			1,021				10				2,368,075				237				71,289,720				—				(109,988	)			(68,888,805	)			2,291,174
Common stock issued for accrued salary and loans payable – related party			—				—				3,865,088				386				4,040,805				—				—				—				4,041,191
Common stock to be issued for accounts payable			—				—				—				—				—				748,001				—				—				748,001
Preferred stock converted to common			(1,021	)			(10	)			1,021,000				102				(92	)			—				—				—
Accrued preferred stock dividends converted to common			—				—				529,000				53				528,947				—				—				—				529,000
Preferred stock dividend contributed to capital			—				—				—				—				45,139				—				—				—				45,139
Common stock issued for services – related party			—				—				67,000				7				135,333				—				—				—				135,340
Common stock sold for cash			—				—				517,969				52				699,821				—				—				—				699,873
Stock-based compensation			—				—				—				—				33,875				—				—				—				33,875
Deemed dividend – preferred stock			—				—				—				—				775,000				—				—				(775,000	)			—
Net loss			—				—				—				—				—				—				—				(2,124,314	)			(2,124,314	)
Balance at June 30, 2025			—			$	—				8,368,132			$	837			$	77,548,548			$	748,001			$	(109,988	)		$	(71,788,119	)		$	6,399,279

		Preferred Stock								Common Stock								Additional Paid				Treasury				Accumulated				Non- Controlling
		Shares				Amount				Shares				Amount				In Capital				Stock				Deficit				Interest				Total
Balance at December 31, 2023			1,021			$	10				1,521,791			$	152			$	68,910,370			$	(109,988	)		$	(56,574,896	)		$	119,224			$	12,344,872
Common stock issued for exercise of options			—				—				156,899				16				6,824				—				—				—				6,840
Common stock sold for cash			—				—				1,408				—				9,775				—				—				—				9,775
Common stock issued to related parties for accrued liabilities			—				—				117,632				12				899,988				—				—				—				900,000
Preferred stock dividends-related party			—				—				—				—				(31,311	)			—				—				—				(31,311	)
Stock-based compensation			—				—				—				—				304,874				—				—				—				304,874
Adjustment for 10 for 1 reverse stock split			—				—				(146	)			—				—				—				—				—				—
Net loss			—				—				—				—				—				—				(2,371,596	)			(29,022	)			(2,400,618	)
Balance at March 31, 2024			1,021				10				1,797,583				180				70,100,520				(109,988	)			(58,946,492	)			90,202				11,134,432
Preferred stock dividends-related party			—				—				—				—				(30,970	)			—				—				—				(30,970	)
Stock-based compensation			—				—				—				—				33,875				—				—				—				33,875
Derecognition of noncontrolling interest			—				—				—				—				(95,775	)			—				(29,022	)			(90,202	)			(214,999	)
Net loss			—				—				—				—				—				—				(2,648,012	)			—				(2,648,012	)
Balance at June 30, 2024			1,021			$	10				1,797,583			$	180			$	70,007,650			$	(109,988	)		$	(61,623,526	)		$	—			$	8,274,326

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

4

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		For the Six Months Ended June 30,
		2025				2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(3,213,312	)		$	(5,048,630	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization			383,288				1,901,999
Stock based compensation			67,750				338,750
Common stock issued for services – related party			135,340				—
Operating lease expense, net of repayment			472				—
Unrealized gain on investment			—				(225,229	)
Realized gain on sale of bitcoin			—				(274,731	)
Loss on conversion related party			175,763				—
Loss on extinguishment of debt			52,000				—
Loan extinguishment related expense			52,583				—
Changes in assets and liabilities:
Accounts receivable			19,581				348,888
Prepaid expenses and other current assets			(170,531	)			710,049
Other long-term assets			15,000				—
Accounts payable			46,618				702,090
Accrued interest – related party			331,359				—
Accrued expenses			928,474				336,590
Net cash used in operating activities			(1,175,615	)			(1,210,224	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment			—				548,393
Acquisition of 19.99% interest in Cuentas SDI, LLC			—				(215,500	)
Net cash provided by investing activities			—				332,893
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft			(5,299	)			30,599
Common stock sold for cash			887,786				9,775
Advances from related party			346,073				834,782
Repayments to related party			(38,881	)			—
Proceeds from exercise of options – related party			—				6,840
Repayments on note payable			(38,838	)			(130,406	)
Net cash provided by financing activities			1,150,841				751,590
Net change in cash			(24,774	)			(125,741	)
Cash – beginning of period			27,436				179,006
Cash – end of period		$	2,662			$	53,265
Cash paid for:
Interest		$	—			$	—
Income taxes		$	—			$	—
Non-cash investing and financing transactions:
Common stock issued for accrued liabilities – related party		$	979,000			$	900,000
Common stock issued for loans payable – related party		$	1,511,152			$	—
Common stock issued for accrued salary – related party		$	2,022,917			$	—
Preferred stock dividends		$	30,630			$	62,281
Common stock issued for interest – related party		$	331,019			$	—
Common stock payable for payment of accrued expenses		$	748,001			$	—

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

5

The OLB Group, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

June 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.

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”). On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC whereby it acquired the remaining 19.99% of the membership interests of the LLC. As a result, effective May 20, 2024, the Company owns 100% of the LLC. On August 14, 2024, the LLC changed its name to Moola Cloud, LLC. The LLC owns the platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey (see Note 7).

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

6

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 ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the six month period ending June 30, 2025 and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. 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.

7

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 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.

Concentration of Credit Risk

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 June 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 June 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 six months ended June 30, 2025 and 2024 does not include warrants to acquire 856,313 shares of common stock because of their anti-dilutive effect. The weighted average number of common shares for six months ended June 30, 2025 and 2024, does not include 20,000 and 20,000 options, respectively, to purchase common stock because of their anti-dilutive effect.

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.

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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 June 30, 2025 and December 31, 2024, the carrying value of the Company’s bitcoin was $7,810 and $0, respectively. As of June 30, 2025, the Company had 0.0634 bitcoin on hand which had a fair value of $6,791 based on the price of bitcoin of approximately $107,135. For the six months ended June 30, 2025 and 2024, we recorded a realized gain on our bitcoin transactions of $0 and $225,229, respectively.

Property and Equipment

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

The Company capitalizes all capital assets utilizing the following criteria:

● All land acquisitions;.

● All buildings/facilities acquisitions and new construction;

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

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

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

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

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

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

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

Intangible Assets

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

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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 six months ended June 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, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company performed a quantitative assessment of indefinite-lived intangibles and goodwill and determined there was no impairment at June 30, 2025.

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

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Revenue Recognition

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

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2025				2024				2025				2024
Revenue:
Transaction and processing fees		$	2,096,342			$	2,484,193			$	4,154,619			$	4,772,402
Merchant equipment rental and sales			4,563				27,940				16,687				48,123
Revenue, net - cryptocurrency mining			60,190				52,319				145,672				263,936
Other revenue from monthly recurring subscriptions			70,359				145,026				142,996				253,894
Digital product revenue			35,737				811,676				128,753				1,678,981
Total revenue			2,267,191				3,521,154				4,588,727				7,017,336

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

● Identification of a contract with a customer;

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

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

Transaction and processing fees

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

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.

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

Merchant equipment rental and sales

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

Monthly recurring subscriptions

The Company generates recurring revenue through monthly subscriptions for software services.  This service is provided based on an agreement with the customer regarding software services.  Performance obligations are promises in a contract to a customer.  In the subscription model, each billing period represents a performance obligation.  The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services.  For recurring revenue, this is the subscription fee.  The Company allocates to the performance obligated based on the selling price for the subscription. If the criteria for recognizing revenue over time are met, revenue is recognized over the period of performance.  For subscription and recurring fee, this means recognizing revenue each billing period.

Cryptocurrency mining:

The Company entered into contracts with digital asset mining pool operators to provide the service of performing hash computations for the mining pool operator. The contracts are continuously renewable and are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of Bitcoin. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Hashrate is the measure of the computational power per second used when mining.

Providing computing power in Bitcoin transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

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The Company earns Bitcoin during the time period 00:00:00 UTC and 23:59:59 UTC (“24-hour Period”) unless terminated in accordance with the terms set forth by the terms of service. In exchange for performing hash computations for the mining pool. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

The fair value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period. The Company’s Bitcoin earned are actively traded on the major trading platforms. The Company considers Coinbase to be its primary market. The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated, over the 24-Hour Period, in a sub-balance account held by the mining pool operator, which is finalized one hour later at 1AM UTC. The sub-balance account is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time (the “Settlement”). The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub- account balance, in accordance with the mining pool operator’s terms of service. At the time of Settlement, the company values the amount of Bitcoin earned using the average price of Bitcoin, per Coinbase, over the 24-hour Period and records this amount as revenue. By utilizing the average daily price of bitcoin over the time earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract.

Pursuant to ASC 606-10-55-42, the Company assessed if the customer’s option to renew represented a material right that represents a separate performance obligation and noted the renewal is not a material right. The definition of a material right is a promise in a contract to provide goods or services to a customer at a price that is significantly lower than the stand-alone selling price of the good or service. The mining pool operator does not provide any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under 606-10-55-42. In addition, there are no options for renewal that are separately identifiable from other promises in the contract, such as an ability to extend the contract at a reduced price.

The performance obligation of the Bitcoin miner under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification of digital asset transactions. The Company’s miners contribute computing power (i.e. hashrate) that perform hash calculations to the mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes. The mining pool then utilizes a specific mining algorithm (e.g. SHA-256) to submit shares (proof of work) to the mining pool’s server as they contribute to solving the Bitcoin puzzles required to mine a block. The Company reviews and analyzes its individual pool performance using a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings. The service of performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

Regardless of the pool’s success, the Company will receive consistent rewards based on the number of valid shares it contributes. The transaction consideration the Company receives is non-cash consideration, in the form of bitcoin. The Company measures the bitcoin at fair value on the date earned using the average price (calculated by averaging the daily open price and the daily close price) quoted by its Principal Market at the date the Company completed the service of performing hash computations for the mining pool operator. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of performance. At the end of each 24 hour period (00:00:00 UTC and 23:59:59 UTC), there are no remaining performance obligations. By utilizing the average daily price of bitcoin on the date earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract. The consideration is all variable. There is no significant financing component in these transactions.

If authoritative guidance is enacted by the Financial Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could affect the Company’s financial position and results from operations.

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Digital product revenue

The Company generates revenue through electronic distribution and sale of digital products that range from prepaid wireless SIM activation, international mobile recharge services and international long distance phone service.  The Company generally obtains payment upfront and its performance obligation is to provide products and/or calling services. When products are provided at the point of sale, revenue is recognized immediately and at the time of payment. When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom services.  As of June 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

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in November 2023. This update enhances segment reporting disclosures to provide investors with more useful and transparent information about a company’s operating segments. Public companies must now disclose significant segment expenses that are regularly reviewed by the chief operating decision-maker (CODM). These expenses should be reported on an itemized basis, providing more insight into segment profitability. Companies must provide segment disclosures in both annual and interim reports. Required disclosures apply to all public entities under FASB’s segment reporting rules. Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted this ASU, effective for the year ended December 31, 2024.

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The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s unaudited 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 June 30, 2025, the Company had accounts receivable of approximately $81,000, other receivables of approximately $778,000 and other current asset of approximately $14,000. At June 30, 2025, the Company has accounts payable and accrued expenses of approximately $3,841,000, a cash overdraft of approximately $26,000 as well as other current liabilities of approximately $2,046,000. To date, the Company has generated cash flows from issuances of equity and indebtedness and during the six months ended June 30, 2025 reported net cash used by operating activities of approximately $1,176,000.

On February 16, 2024, The OLB Group, Inc. (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 August 31, 2026. The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.

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

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NOTE 4 – INTANGIBLE ASSETS

Intangible assets consist of the following:

		June 30, 2025				December 31, 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 six months ended June 30, 2025 and 2024 was $3,972 and $308,808, respectively.

Amortization expense for the three months ended June 30, 2025 and 2024 was $0 and $117,847, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

		June 30, 2025				December 31, 2024
Office equipment		$	186,600			$	186,600
Computer software			141,337				141,337
Bitcoin mining equipment			8,425,000				8,425,000
Building			409,296				409,296
Construction in process			2,383,396				2,383,396
Total			11,545,629				11,545,629
Less accumulated depreciation			(8,674,877	)			(8,291,590	)
Property and Equipment, net		$	2,870,752			$	3,254,039

Depreciation expense for the three and six months ended June 30, 2025 was $124,938 and $383,287, respectively.

Depreciation expense for the three and six months ended June 30, 2024 was $843,671 and $1,593,191, respectively

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

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 six months ended June 30, 2024, the Company recognized an unrealized gain of $0 and $274,731, respectively.

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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 six months ended June 30, 2025, the Company issued 124,531 shares of common stock in full satisfaction of the outstanding balance. As of June 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		Options				Weighted Average Exercise Price				Aggregate Intrinsic Value
Options outstanding December 31, 2023			156,899			$	0.04			$	1,656,270
Granted			20,000			$	0.10
Exercised			(156,899	)		$	0.04
Expired			—			$	—
Options outstanding December 31, 2024			20,000			$	0.10			$	39,400
Granted			—
Exercised			—
Expired			—
Options outstanding June 30, 2025			20,000			$	0.10			$	35,400
Shares exercisable at June 30, 2025			20,000			$	0.10			$	35,400

During the six months ended June 30, 2025 and 2024 the Company recognized $67,750 and $338,749, respectively, in stock-based compensation related to the above-mentioned options. During the three months ended June 30, 2025 and 2024 the Company recognized $33,875 and $33,875, respectively, in stock-based compensation related to the above-mentioned options. As of June 30, 2025 there is $67,750 of unrecognized expense for the above-mentioned options is expected to extend for 1.01 years and the weighted average contractual term of the options outstanding and of the option exercisable were 8.52 years.

NOTE 9 – WARRANTS

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

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term
Outstanding, December 31, 2023			856,313			$	68.33				2.60
Warrants Exercised			—			$	—
Outstanding, December 31, 2024			856,313			$	68.33				1.49
Warrants Exercised			—			$	—
Outstanding, June 30, 2025			856,313			$	68.33				1.00

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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 six months ended June 30, 2025 and 2024, was $15,650 and $51,101, respectively. Lease expense for the three months ended June 30, 2025 and 2024, was $11,701 and $29,029, respectively. The Company has multiple short term rental arrangements that are not captured under ASC 842. Those payments are expensed as incurred and included in the total lease expense for each year.

		Balance Sheet Classification		June 30, 2025
Asset
Operating lease asset		Right of use asset		$	118,869
Total lease asset				$	118,869
Liability
Operating lease liability – current portion		Current operating lease liability		$	45,742
Operating lease liability – noncurrent portion		Long-term operating lease liability			73,741
Total lease liability				$	119,483

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

For the year ended December 31:
2025		$	24,263
2026			49,858
2027			51,354
2028			8,793
Total payments		$	134,268
Amount representing interest		$	(14,785	)
Lease obligation, net			119,483
Less current portion			(45,742	)
Lease obligation – long term		$	73,741

NOTE 11 – STOCKHOLDERS’ EQUITY

During the three months ended March 31, 2025, the Company sold 90,762 shares of common stock from its ATM Offering, for total proceeds of $187,913. 

During the three months ended March 31, 2025, there was an increase to additional paid in capital for stock option expense of $33,875.

During the three months ended March 31, 2025, there was a decrease to additional paid in capital for Series A preferred stock dividend expense of $30,630.

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

During the three months ended June 30, 2025, there was an increase to additional paid in capital for stock option expense of $33,875.

During the three months ended June 30, 2025, the Company agreed to issued 400,000 shares of common stock for payment of various accounts payable and the VFS loan (Note 7) totaling $696,000. The shares were valued at $1.87, the closing stock price on the date of grant, for a total value of $748,000, resulting in a loss on the extinguishment of debt of $52,000. As of June 30, 2025, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued. The 400,000 shares were issued by August 15, 2025.

Refer to Note 13 for shares issued to related parties.

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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 six months ended June 30, 2025. On June 2, 2025, the holder of the Series A converted the 1,021 shares held into 1,021,000 shares of common stock and the accrued dividends of $529,000 into 529,000 shares of common stock. The excess of the accrued dividend of $574,139 over the accrued dividend converted of $529,000 was forgiven and reflected as a contribution to equity of $45,139.

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

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.

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NOTE 13 – RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2025 and 2024, the Company accrued $30,630 and $62,281, respectively, for dividends on the Series A preferred stock held by Mr. 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 June 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 (the “Yakov LLC”) whereby the Yakov LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov LLC Loan”). The Yakov LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov LLC Loan is 12% and it matures on August 12, 2025. In addition, the Yakov LLC Loan is secured by a first priority security interest for the benefit of the Yakov LLC over all of the assets of the Company.

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

Yakov LLC Loan		$	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. 

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

During the six months ended June 30, 2025 and 2024, Mr. Yakov made payments on behalf of the Company in the amount of $346,073 and $834,782, respectively.

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

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

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

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

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

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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.

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NOTE 15 – SEGMENTS

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

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

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
ASSETS
Current Assets:
Cash		$	2,611			$	51			$	2,662
Accounts receivable, net			81,040				—				81,040
Other receivables			378,882				398,983				777,865
Other current assets			6,229				7,810				14,039
Total Current Assets			468,762				406,844				875,606
Other Assets:
Property and equipment, net			—				2,870,752				2,870,752
Goodwill			8,139,889				—				8,139,889
Operating lease right-of-use assets			118,869				—				118,869
Other long-term assets			380,952				—				380,952
Total Other Assets			8,639,710				2,870,752				11,510,462
TOTAL ASSETS		$	9,108,472				3,277,596			$	12,386,068
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft		$	26,451			$	—			$	26,451
Accounts payable			3,167,201				616,294				3,783,495
Accrued expenses			57,360				—				57,360
Merchant portfolio purchase installment obligation			2,000,000				—				2,000,000
Operating lease liability – current portion			45,742				—				45,742
Due to/from intercompany			(23,344,847	)			23,344,847
Total Current Liabilities			(18,048,093	)			23,961,141				5,913,048
Long Term Liabilities:
Operating lease liability – net of current portion			73,741				—				73,741
Total Liabilities			(17,974,352	)			23,961,141				5,986,789
Stockholders’ Equity:
Series A Preferred stock			—				—				—
Common stock			837				—				837
Common stock to be issued			748,001								748,001
Treasury stock			(109,988	)			—				(109,988	)
Additional paid-in capital			77,548,548				—				77,548,548
Accumulated deficit			(51,104,574	)			(20,683,545	)			(71,788,119	)
Total stockholders’ equity			27,066,320				(20,683,545	)			6,399,279
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	9,108,472				3,277,596			$	12,386,068

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

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

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
Revenue:
Transaction and processing fees		$	4,154,619			$	—			$	4,154,619
Merchant equipment rental and sales			16,687				—				16,687
Revenue, net - bitcoin mining			—				145,672				145,672
Other revenue from monthly recurring subscriptions			142,996				—				142,996
Digital product revenue			128,753				—				128,753
Total revenue			4,443,055				145,672				4,588,727
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			3,773,128				—				3,773,128
Amortization expense			3,972				—				3,972
Depreciation expense			—				379,316				379,316
Salaries and wages			1,072,397				511,573				1,583,970
Professional fees			294,306				117,833				412,139
General and administrative expenses			789,496				192,131				981,627
Total operating expenses			5,993,299				1,200,853				7,134,152
Loss from operations			(1,490,244	)			(1,055,181	)			(2,545,425	)
Other income (expense):
Interest expense			(395,124	)			—				(395,124	)
Loss on conversion related party			(175,763	)			—				(175,763	)
Loss on extinguishment of debt			(52,000	)			—				(52,000	)
Other expense			(45,000	)			—				(45,000	)
Total other income			(667,887	)			—				(667,887	)
Net loss			(2,158,131	)			(1,055,181	)			(3,213,312	)
Deemed Preferred dividends (related party)			(775,000	)			—				(775,000	)
Preferred dividends (related party)			(30,630	)			—				(30,630	)
Net Loss Applicable to Common Stockholders’		$	(2,296,761	)		$	(1,055,181	)		$	(4,018,942	)

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

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For the Six Months Ended June 30, 2024
		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
Revenue:
Transaction and processing fees		$	4,772,402			$	—			$	4,772,402
Merchant equipment rental and sales			48,123				—				48,123
Revenue, net - bitcoin mining			—				263,936				263,936
Other revenue from monthly recurring subscriptions			253,894				—				253,894
Digital product revenue			1,678,981				—				1,678,981
Total revenue			6,753,400				263,936				7,017,336
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			5,726,272				—				5,726,272
Amortization expense			196,309				112,499				308,808
Depreciation expense			55,376				1,537,815				1,593,191
Salaries and wages			1,195,408				510,128				1,705,536
Professional fees			1,022,797				190,501				1,213,298
General and administrative expenses			1,308,923				663,956				1,972,879
Total operating expenses			9,505,085				3,014,899				12,519,984
Loss from operations			(2,751,685	)			(2,750,963	)			(5,502,648	)
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 income			(45,942	)			499,960				454,018
Net loss			(2,797,627	)			(2,251,003	)			(5,048,630	)
Preferred dividends (related parties)			(62,281	)			—				(62,281	)
Net Loss Applicable to Common Shareholders		$	(2,859,908	)		$	(2,251,003	)		$	(5,110,911	)

NOTE 16 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby we acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement. Company management has recognized a liability for the $2,000,000 contingent payment amount as of June 30, 2025 and December 31, 2024. Legal proceedings regarding this matter began in 2022 and have continued through 2025, see Note 14.

NOTE 17 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through, August 19, 2025, the date that the unaudited financial statements were issued and has determined that is has the following material subsequent events to disclose in these unaudited financial statements.

Subsequent to June 30, 2025, the Company issued the 400,000 shares of common stock that were due to be issued as of June 30, 2025.

On August 11, 2025, all of the outstanding 1,897,658 Series A, 325,350 Series B warrants and 35,000 other warrants expired.

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

Forward-Looking Statements

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

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

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

Company Overview and Description of Business

Overview

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

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.

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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 June 30, 2025, DMINT had mined 59.34 Bitcoin. On October 21, 2024, DMINT filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), relating to the proposed spinoff from the Company and resulting issuance of equity of DMINT to OLB shareholders.

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.

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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 June 30, 2025 and 2024.

27

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

For the three months ended June 30, 2025, we had total revenue of $2,267,191 compared to $3,521,154 of revenue for the three months ended June 30, 2024, a decrease of $1,253,963 or 35.6%. We earned $2,096,342 in transaction and processing fees, $4,563 in merchant equipment rental and sales, $70,359 in other revenue from monthly recurring subscriptions, $60,190 of revenue from the Cryptocurrency Mining segment and $35,737 of revenue from the sale of digital products. For the three months ended June 30, 2024, we earned $2,484,193 in transaction and processing fees, $27,940 in merchant equipment rental and sales, $145,026 in other revenue from monthly recurring subscriptions, $52,319 of revenue from the Bitcoin Mining segment and $811,676 of revenue from the sale of digital products. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.

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

Amortization expense for the three months ended June 30, 2025 was $0 compared to $117,847 for the three months ended June 30, 2024, a decrease of $117,847. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.  The decrease in the current period is due to most of the assets being fully amortized in 2024 and the remainder in Q1 2025.

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

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

Professional fees for the three months ended June 30, 2025, were $334,566 compared to $564,855 for the three months ended June 30, 2024, a decrease of $230,289 or 40.8%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity was much less in the current period.

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

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

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

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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

For the six months ended June 30, 2025, we had total revenue of $4,588,727 compared to $7,017,336 of revenue for the six months ended June 30, 2024, a decrease of $2,428,609 or 34.6%. We earned $4,154,619 in transaction and processing fees, $16,687 in merchant equipment rental and sales, $142,996 in other revenue from monthly recurring subscriptions, $145,672 of revenue from the Cryptocurrency Mining segment and $128,753 of revenue from the sale of digital products. For the six months ended June 30, 2024, we earned $4,772,402 in transaction and processing fees, $48,123 in merchant equipment rental and sales, $253,894 in other revenue from monthly recurring subscriptions, $263,936 of revenue from the Bitcoin Mining segment and $1,678,981 of revenue from the sale of digital products. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.

For the six months ended June 30, 2025, we had processing and servicing costs of $3,773,128 compared to $5,726,272 of processing and servicing costs for the six months ended June 30, 2024, a decrease of $1,953,144 or 34.1%. Processing and servicing costs decreased in conjunction with the decreased revenue.

Amortization expense for the six months ended June 30, 2025 was $3,972 compared to $308,808 for the six months ended June 30, 2024, a decrease of $304,836 or 98.7%. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.  The decrease in the current period is due to most of the assets being fully amortized in 2024.

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

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

Professional fees for the six months ended June 30, 2025, were $412,139 compared $1,213,298 for the six months ended June 30, 2024, a decrease of $801,159 or 66%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity was much less in the current period.

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

For the six months ended June 30, 2025, we had total other expenses of $667,887 compared to total other income of $454,018 for the six months ended June 30, 2024. In the current period we incurred interest expense for related parties of $395,124 and other expense of $45,000. We also recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763. For the six months ended June 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942 of interest expense.

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

29

Liquidity and Capital Resources

Changes in Cash Flows

Operating Activities

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

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

Financing Activities

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

Liquidity and Capital Resources

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

On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent (the “ATM Offering”). The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. As of June 30, 2025, the ATM Offering has resulted in proceeds of $2,009,723.

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

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

The Company has reviewed its cash flow activity during 2024 and the first six months ended June 30, 2025 and projected cash flow forecast for the remainder of 2025. At June 30, 2025, the Company had cash of approximately $2,600, accounts receivable of approximately $81,000, and other assets and receivables of approximately $792,000. The Company has performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report. Management believes that its current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months. However, management recognizes that it may be required to obtain additional resources to successfully execute its business plans. No assurances can be given that management will be successful in raising additional capital, if needed, or on acceptable terms. Without raising additional capital, either via additional advances made pursuant to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through June 30, 2026. The accompanying 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.

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Critical Accounting Policies

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

During the quarter ended June 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 Financial Reporting

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

31

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.

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

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

32

ITEM 1A. RISK FACTORS

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

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

33

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: August 19, 2025	By:	/s/ Ronny Yakov
	Name:	Ronny Yakov
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 19, 2025	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

34

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