UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO 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)

 (I.R.S. Employer

Identification No.)

 1120 Avenue of the Americas, 4 th
Floor, New York, NY 10036

 (Address of Principal Executive Offices with Zip
Code)

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

 Securities registered pursuant to Section 12(b)
of the Act: None.

 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 if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

(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

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 and post such files).
 Yes No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates: $ 3,343,377 based on 1,114,459 non affiliate shares outstanding at $3.00 per share, which is the price
at which the registrant's common shares were last sold on the last business day of the registrant's most recently completed
second fiscal quarter.

 As of April 7, 2025, there were 2,368,075 shares of the registrant's
common stock, par value $0.0001 per share, outstanding.

 THE OLB GROUP, INC.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits, and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 i

 Item 1. Business.

 Forward-Looking Statements

 Unless the context indicates otherwise, as used
in this Annual Report, the terms "OLB," "we," "us," "our," "our company" and
"our business" refer, to The OLB Group, Inc., including its subsidiaries named herein. Certain statements, other than purely
historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking
statements generally are identified by the words "believes," "project," "expects," "anticipates,"
"estimates," "intends," "strategy," "plan," "may," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions. Forward-looking statements
are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted
accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance
should not be placed on such statements.

 Overview

 We are a FinTech company that focuses on a suite
of products in the merchant services marketplace and seeks to provide integrated business solutions to merchants throughout the United States.
We seek to provide 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").

 OmniSoft operates a cloud-based business
management platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses,
whether online or at a "brick and mortar" location. The OmniSoft platform, which can be accessed by merchants through
any mobile and computing device, allows merchants to, among other features, manage and track inventory, track sales and process
customer transactions and can provide interactive data analysis concerning sales of products and need for additional inventory.
Merchants generally utilize the platform by uploading to the platform information about their inventory (description of units,
number of units, price per unit, and related information). Once such information has been uploaded, merchants, either with their own
device or with hardware that we sell directly to them, are able to utilize the platform to monitor inventory and process and track
sales of their products (including coordinating shipping of their products with third party logistics companies). We manage and
maintain the OmniSoft platform through a variety of domain names or a merchant can integrate our platform with their own domain
name. Using the OmniSoft platform, merchants can "check-out" their customers at their "brick and mortar"
stores or can sell products to customers online, in both cases accepting payment via a simple credit card or debit card transaction
(either swiping the credit card or entering the credit card number), a cash payment, or by use of a QR code or loyalty and reward
points, and then print or email receipts to the customer. For more information regarding our OmniSoft platform, see
"Description of our OmniSoft Business."

 eVance provides competitive payment processing
solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their products at
competitive prices (whether such sales occur online or at a "brick and mortar" location). eVance is an independent sales
organization (an "ISO") that signs up new merchants on behalf of acquiring banks and processors that provides financial and
transaction processing solutions to merchants throughout the United States. eVance differentiates itself from other ISOs by focusing
on both obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants that utilize the
OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which we negotiate a shared
fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs differentiating products and software.
In particular, we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform, (iii) have
in-house underwriting and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and agents tools
for online boarding, account management, residual reports among other tools, and (v) offer a suite of products in the financial
markets (through CrowdPay). Leveraging our relationship with three of the top five merchant processors in the United States (representing
a majority of the merchant processing market) and with the use of our proprietary software, our payment gateway (which we call "SecurePay")
enables merchants to reduce the cost of transacting with their customers by removing the need for a third-party payment gateway solution.
eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor
and acquiring bank. As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing a direct relationship
with the merchant and generating individual merchant processing contracts in exchange for future residual payments. As a retail ISO,
eVance primarily gathers the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite
merchants' transactions and as a result receives only residual income as commission for merchants it places with our partners.
For more information regarding the electronic payment industry, see "Business — Description of our eVance Business —
Our Industry."

 SecurePay

 SecurePay is a payment gateway and virtual terminal
with proprietary business management tools that is in compliance with the Payment Card Industry (PCI).

 SecurePay has been certified by Visa and MasterCard
(certified Level II and Level III) and finalized implementation of "3D Secure" in 2019 (a feature that is unique to what we
offer in order to provide for more secure environment for E-commerce and mobile payments in-store and online).

 On June 15, 2023, the Company entered into a Membership
Interest Purchase Agreement with SDI Black 001, LLC ("Seller") whereby the Company acquired from Seller 80.01% of the membership
interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a 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 second Membership Interest Purchase Agreement with the minority member of the LLC (the "Agreement")
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

 Crowdpay

 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 stockholders 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 stockholder of the Company, owned 100% of the outstanding equity of Crowd
Ignition.

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

 OLBit and DMINT

 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 our wholly owned subsidiary,
DMINT, Inc. ("DMINT"), to operate in the Bitcoin mining industry. DMINT initiated the first phase of its Bitcoin mining operation
by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford, Pennsylvania.
As of December 31, 2024, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin. 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.

 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.

 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.

 Synergies between the subsidiaries

 The success of our business model is dependent on the synergies between
the business segments operated by our subsidiaries. We have created and developed products that we believe form an ecosystem of e-commerce
to provide a variety of clients, from online equity financing companies or merchants selling online or in brick and mortar stores, with
multiple product offerings and ancillary services from underwriting with the banks and merchant billing from the cloud software. We expect
that these synergies will create additional revenue by charging transaction fees on each service provided to clients by our partnerships
with Merchant Acquiring Banks and PCI Compliance.

 We believe that our wholly-owned subsidiaries
combine to create an ecosystem where each subsidiary benefits the other. Starting with the services provided by eVance, we enable each
of our products and platforms to communicate with each other and create an ecosystem among our products and, potentially, third-party
products. These services are provided to our other subsidiaries.

 The product environment created with a new registered
merchant or issuer enables all merchant information to be stored in a single, centralized location but utilized by all subsidiaries. For
example, merchant services utilizing eVance provide electronic payment processing services that can be utilized for payments on the Crowdfunding
platform. The platform is used by merchant services to allow mobile and online processing to merchants.

 The Omni commerce platform will be offered to
all of the merchant services clients. The offered Merchant Services products we provide will enable all processing needs for the OmniCommerce
system. The gateway will allow merchants that are using the platform to accept online eCommerce transactions.

 Competitive Advantages

 We believe that our platform of services will
provide the following key advantages.

 Time
to Market — we believe we can create a customized website for retailers within days and have it fully operational in less
than 2 weeks. During 2023 and 2024, we did not develop any new retailer websites but continue to offer the service.

 Cost —
we believe that we are the only content service provider that does not charge a setup fee.

 Flexibility —
we believe our platform has the flexibility to provide customized solutions for partners.

 Pricing —
we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

 Payment
processing — we can provide financial service companies with the ability to have their customers' accounts directly
debited for payment.

 We
can assist existing "brick & mortar" businesses that have inventory and fulfilment capability but do not wish to
create and maintain an e-commerce website and infrastructure to sell their products.

 We
can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.

 Risks Associated with our Business

 Our business and ability to execute our business
strategy are subject to a number of risks of which you should be aware before you decide to buy our securities. In particular, you should
consider the following risks, which are discussed more fully in the section entitled "Risk Factors" in this Annual Report:

 We
operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our
business and financial condition;

 We
rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade
secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection
meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties
from making unauthorized use of our technology;

 Our
growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both
new and existing merchants;

 While
we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual
Report, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations
that may not be available or, if available, may not be available on reasonable terms;

 We
are substantially dependent on our eVance business for revenue. If we are unable to maintain our eVance business for any reason (including
the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company;

 Our
ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely
affect our competitiveness or the demand for our products and services;

 The
properties included in our mining network may experience damages;

 Regulatory
changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects
our business, prospects or operations;

 Banks
and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related
services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities;

 It
may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or
utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.

 Acquisitions
create certain risks and may adversely affect our business, financial condition or results of operations; and

 If
we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner
that responds to our merchants' evolving needs, our business may be adversely affected.

 Regulations

 Various aspects of our service areas are subject
to U.S. federal, state, and local regulation. Certain of our services also are subject to rules promulgated by various card networks and
banking and other authorities as more fully described below.

 The Dodd-Frank Act

 In July 2010, the Dodd-Frank Act was signed into
law in the United States. The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financial
services industry. Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer
Financial Protection Bureau (the "CFPB") to regulate consumer financial products and services (including some offered by our
customers). The CFPB may also have authority over us as a provider of services to regulated financial institutions in connection with
consumer financial products. Separately, under the Dodd-Frank Act, debit interchange transaction fees that a card issuer receives and
are established by a payment card network for an electronic debit transaction are now regulated by the Federal Reserve and must be "reasonable
and proportional" to the cost incurred by the card issuer in authorizing, clearing, and settling the transaction. Effective October
1, 2011, the Federal Reserve capped debit interchange rates for card issuers operating in the United States with assets of $10 billion
or more at the sum of $0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the issuer's fraud
losses plus, for qualifying issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs. In addition,
the new regulations contain non-exclusivity provisions that ban debit card networks from prohibiting an issuer from contracting with any
other card network that may process an electronic debit transaction involving an issuer's debit cards and prohibit card issuers
and card networks from inhibiting the ability of merchants to direct the routing of debit card transactions over any network that can
process the transaction. Beginning April 1, 2012, all debit card issuers in the United States were required to participate in at least
two unaffiliated debit card networks. On April 1, 2013, the ban on network exclusivity arrangements became effective for prepaid card
and healthcare debit card issuers, with certain exceptions for prepaid cards issued before that date.

 Effective July 22, 2010, merchants were allowed
to set minimum dollar amounts (not to exceed $10) for the acceptance of a credit card (while federal governmental entities and institutions
of higher education may set maximum amounts for the acceptance of credit cards). They were also allowed to provide discounts or incentives
to entice consumers to pay with an alternative payment method, such as cash, checks or debit cards.

 Association and network rules

 We are subject to the rules of credit card associations
and other credit and debit networks. In order to provide processing services, a number of our subsidiaries are registered with Visa or
Mastercard as service providers for member institutions. Various subsidiaries of ours are also processor level members of numerous debit
and electronic benefits transaction networks or are otherwise subject to various network rules in connection with processing services
and other services we provide. As such, we are subject to applicable network rules. Card networks and their member financial institutions
regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments.
We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions
processed by us using the Automated Clearing House Network and to various state federal and foreign laws regarding such operations, including
laws pertaining to electronic benefits transactions.

 Privacy and information security regulations

 We provide services that may be subject to various
state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999 (the
"Gramm-Leach-Bliley Act"). These laws and their implementing regulations restrict certain collection, processing, storage,
use, and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain
rights to prevent use and disclosure of protected information. These laws also impose requirements for the safeguarding and proper destruction
of personal information through the issuance of data security standards or guidelines. Certain federal, state and foreign laws and regulations
impose similar privacy obligations and, in certain circumstances, obligations to notify affected individuals, state officers or other
governmental authorities, the media, and consumer reporting agencies, as well as businesses and governmental agencies, of security breaches
affecting personal information. In addition, there are state and foreign laws restricting the ability to collect and utilize certain types
of information such as Social Security and driver's license numbers.

 Unfair trade practice regulations

 We and our clients are subject to various federal
and state laws prohibiting unfair or deceptive trade practices, such as Section 5 of the Federal Trade Commission Act. Various regulatory
agencies, including the Federal Trade Commission, the Consumer Financial Protection Bureau, and state attorneys general, have authority
to take action against parties that engage in unfair or deceptive trade practices or violate other laws, rules, and regulations, and to
the extent we are processing payments for a client that may be in violation of laws, rules, and regulations, we may be subject to enforcement
actions and incur losses and liabilities that may impact our business.

 Anti-money laundering, anti-bribery, sanctions,
and counter-terrorist regulations

 We are subject to anti-money laundering laws and
regulations, including certain sections of the USA PATRIOT Act of 2001. We are also subject to anti-corruption laws and regulations, including
the U.S. Foreign Corrupt Practices Act (the "FCPA") and other laws, that prohibit the making or offering of improper payments
to foreign government officials and political figures and includes anti-bribery provisions enforced by the Department of Justice and accounting
provisions enforced by the SEC. The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls
to prevent and detect possible FCPA violations. Many other jurisdictions where we conduct business also have similar anticorruption laws
and regulations. We have policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions
under such laws and regulations.

 We are also subject to certain economic and trade
sanctions programs that are administered by the Office of Foreign Assets Control ("OFAC") which prohibit or restrict transactions
to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals
and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.
Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions.

 Securities Act

 Since the JOBS Act was passed, Crowdfunding, Regulation
D offerings and Regulation A and A+ offerings rapidly became a familiar concept among investment firms, venture capitalists, real estate
developers and small to medium sized businesses as a way to facilitate and democratize financing. We believe it has created, and continues
to create, a profound shift in the world of investments. Below is a brief overview of the rules that permit the offer and sale of securities
through such platforms. This overview is in no way intended to be a comprehensive review of all the rules and regulations associated with
the above mentioned offerings and should not be relied upon by anyone.

 Regulation D under the Securities Act is the most common regulatory
exemption used small businesses to raise capital through equity financing. It exempts private placement offerings under Rule 506(b) and
506(c) when sold to accredited investors, as defined under Rule 501 of Regulation D. Companies relying on the Rule 506 exemptions can
raise an unlimited amount of money, so long as they comply with the rule's requirements. Regulation A and Regulation A+ are
more similar to a public offering, and require filing Form 1-A with the SEC. Regulation A and Regulation A+ offer two tiers of offerings;
the first tier is for offerings of up to $20 million within any 12 month period and the second tier is for offerings of up to $50 million,
within any 12 month period. Regulation CF allows a company to raise up to $1.07 million from non-accredited investors.

 Intellectual property

 Our products and services utilize a combination
of proprietary software and hardware that we own and license from third parties. Over the last few years, we have developed a payment
gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding platform. We generally control access to
and use of our proprietary software and other confidential information through the use of internal and external controls, including entering
into non-disclosure and confidentiality agreements with both our employees and third parties. As of the date of this report, we have a
patent pending on transferable QR codes on Omni Commerce devices.

 Employees

 As of December 31, 2024, we had six key employees as part of our overall
staff of 15 full-time employees. Our risk, compliance, underwriting and analyst's accounting and customer service functions are
primarily located in Georgia. In addition, we have operations in India where we retain 35 developers at any given time depending on our
requirements and scope of projects. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
We consider our relationship with our employees to be good.

 Corporate Information

 We were incorporated in the State of Delaware
on November 18, 2004, for the purpose of merging with OLB.com, Inc., a New York corporation incorporated in 1993 ("OLB.com").
The merger was done for the purpose of changing our state of incorporation from New York to Delaware. In April 2018, we completed an acquisition
of substantially all of the assets of Excel Corporation and its subsidiaries Payprotec Oregon, LLC, Excel Business Solutions, Inc. and
eVance Processing, Inc. (collectively, the "eVance Asset Acquisition") (such assets are the foundation of our eVance business).
In connection with the eVance Asset Acquisition, in May 2018, we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate
companies owned by our CEO, Ronny Yakov, and John Herzog, a stockholder of the Company, pursuant to which each of CrowdPay and OmniSoft
became wholly owned subsidiaries of the Company.

 On April 26, 2024, the Company filed with the
State of Delaware 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 were 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. Immediately 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 were 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.

 Our Company's headquarters is located at
1120 Avenue of the Americas, 4 th Floor, New York, NY 10036. Our telephone number is (212) 278-0900.

 Implications of Being an Emerging Growth Company

 We qualify as an "emerging growth company"
as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements
that are otherwise applicable to public companies. These provisions include, but are not limited to:

 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act);

 reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 In addition, an emerging growth company can take advantage of an extended
transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the
adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves
of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07
billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three-year period, of more than $1
billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates
exceeded $700 million on the last business day of our second fiscal quarter.

 Item 1A. Risk Factors

 Investing in our common stock involves a high
degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information
contained in this annual report, before deciding to invest in our common stock. If any of the following risks materialize, our business,
financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price
of our common stock could decline and you could lose all or part of your investment.

 Risks Related to Our Company

 The substantial and continuing losses, and
significant operating expenses incurred in the past few years may cause us to be unable to pursue all of our operational objectives if
sufficient financing and/or additional cash from revenues is not realized.

 We have limited cash resources and operating losses
throughout our history. As of December 31, 2024 we had a working capital deficit of $8,650,939 and a net loss of $11,224,911. Our cash
flow used by operating activities for the year ended December 31, 2024 was $2,600,306. Notwithstanding the foregoing, management has concluded
that it has sufficient liquidity to continue operations for a period of at least twelve months from the date of this Annual Report, which
conclusion would not have been possible without close monitoring of the Company's projected cash flow and operating expenses for
a period of at least the next twelve months.

 We have historically relied on related parties
and affiliates to finance our operations, but there is no guarantee that these parties will continue to finance our operations in the
future.

 While we will be able to fund future liquidity
and capital requirements through cash flows generated from our operating activities alone for a period of twelve months, we previously
financed our operations from short-term loans from Ronny Yakov, our Chief Executive Officer. It is not assured that Mr. Yakov will continue
to provide such assistance if the Company were to require it in the future.

 We may be subject to liabilities arising
prior to the Asset Acquisition under certain "successor liability" theories.

 We acquired our business by means of a foreclosure
of the relevant secured lender's security interest in the assets in the Asset Acquisition through an auction under Article 9 of
the Uniform Commercial Code. Although the general rule in the context of transactions such as the Asset Acquisition is that a purchaser
of assets does not assume the seller's liabilities, various courts have established exceptions to this general rule, including where
the purchaser is a 'mere continuation' of the seller and there is a 'continuity of enterprise.' To date, we have
had one lawsuit whereby we have been found to have successor liability. This matter was settled by the parties. This is a highly fact
specific inquiry, and there can be no assurance that any interested creditor, the United States (through the Internal Revenue Service)
or state or local taxing agencies will not seek to hold us responsible for any existing liabilities at the time of the Asset Acquisition
under one or more of these successor liability theories, for which we have no indemnification protection under the agreements relating
to the Asset Acquisition.

 We operate in a complex regulatory environment,
and failure to comply with applicable laws and regulations could adversely affect our business.

 Our operations are subject to a broad range of
complex and evolving laws and regulations. As a result, we must perform our services in compliance with the legal and regulatory requirements
of multiple jurisdictions. Some of these laws and regulations may be difficult to ascertain or interpret and may change from time to time.
Violation of such laws and regulations could subject us to fines and penalties, damage our reputation, constitute a breach of our client
agreements, impair our ability to obtain and renew required licenses, and decrease our profitability or competitiveness. If any of these
effects were to occur, our operating results and financial condition could be adversely affected.

 We may not be able to integrate new technologies
and provide new services in a cost-efficient manner.

 The online E-commerce industry is subject to rapid
and significant changes in technology, frequent new service introductions and evolving industry standards. We cannot predict the effect
of these changes on our competitive position, our profitability or the industry generally. Technological developments may reduce the competitiveness
of our networks and our software solutions and require additional capital expenditures or the procurement of additional products that
could be expensive and time consuming. In addition, new products and services arising out of technological developments may reduce the
attractiveness of our services. If we fail to adapt successfully to technological advances or fail to obtain access to new technologies,
we could lose customers and be limited in our ability to attract new customers and/or sell new services to our existing customers. In
addition, delivery of new services in a cost-efficient manner depends upon many factors, and we may not generate anticipated revenue from
such services.

 Disruptions in our networks and infrastructure
may result in customer dissatisfaction, customer loss or both, which could materially and adversely affect our reputation and business.

 Our systems are an integral part of our customers'
business operations. It is critical for our customers, that our systems provide a continued and uninterrupted performance. Customers may
be dissatisfied by any system failure that interrupts our ability to provide services to them. Sustained or repeated system failures would
reduce the attractiveness of our services significantly and could result in decreased demand for our services.

 We face the following risks to our networks, infrastructure
and software applications:

 our
territory can have significant weather events which physically damage access lines;

 power
surges and outages, computer viruses or hacking, earthquakes, terrorism attacks, vandalism and software or hardware defects which are
beyond our control; and

 Unusual
spikes in demand or capacity limitations in our or our suppliers' networks.

 Disruptions may cause interruptions in service
or reduced capacity for customers, either of which could cause us to lose customers and/or incur expenses, and thereby adversely affect
our business, revenue and cash flow.

 Our positioning in the marketplace as a
smaller provider places a significant strain on our resources, and if not managed effectively, could result in operational inefficiencies
and other difficulties.

 Our positioning in the marketplace may place a
significant strain on our management, operational and financial resources, and increase demand on our systems and controls. To manage
this position effectively, we must continue to implement and improve our operational and financial systems and controls, invest in development
and engineering, critical systems and network infrastructure to maintain or improve our service quality levels, purchase and utilize other
systems and solutions, and train and manage our employee base. As we proceed with our development, operational difficulties could arise
from additional demand placed on customer provisioning and support, billing and management information systems, product delivery and fulfilment,
sales and marketing and administrative resources.

 For instance, we may encounter delays or cost
overruns or suffer other adverse consequences in implementing new systems when required. In addition, our operating and financial control
systems and infrastructure could be inadequate to ensure timely and accurate financial reporting.

 We must attract and retain skilled personnel.
If we are unable to hire and retain technical, technical sales and operational employees, our business could be harmed.

 Our ability to integrate our acquired assets and
to grow will be particularly dependent on our ability to hire, develop and retain an effective sales force and qualified technical and
managerial personnel. We need software development specialists with in-depth knowledge of a blend of IT and telecommunications or with
a blend of security and telecom. We intend to hire additional necessary employees, including software engineers, communication engineers,
project managers, sales consultants, employees and operational employees, on a permanent basis. The competition for qualified technical
sales, technical, and managerial personnel in the communications and software industry is intense in the markets where we operate, and
we may not be able to hire and retain sufficient qualified personnel. In addition, we may not be able to maintain the quality of our operations,
control our costs, maintain compliance with all applicable regulations, and expand our internal management, technical, information and
accounting systems in order to support our desired growth, which could have an adverse impact on our operations. Volatility in the stock
market and other factors could diminish our use, and the value, of our equity awards as incentives to employees, putting us at a competitive
disadvantage or forcing us to use more cash compensation.

 We are dependent on the continued services
and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating
results and financial condition.

 Our future performance depends on the continued
services and contributions of our senior management, including our Chief Executive Officer, Ronny Yakov, Vice President, Finance, Patrick
Smith and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations. The
loss of services of senior management or other key employees could significantly delay or prevent the achievement of our strategic objectives.
In addition, some of the members of our current senior management team have only been working together for a short period of time, which
could adversely impact our ability to achieve our goals. From time to time, there may be changes in our senior management team resulting
from the hiring or departure of executives, which could disrupt our business. We do not maintain key person life insurance policies on
any of our employees other than a policy providing limited coverage on the life of our Chief Executive Officer. The loss of the services
of one or more of our senior management or other key employees for any reason could adversely affect our business, financial condition
and operating results and require significant amounts of time, training and resources to find suitable replacements and integrate them
within our business, and could affect our corporate culture.

 Our Chief Financial Officer is currently
employed on a part-time basis.

 Given the size of the Company and our operational
needs, we initially hired our Chief Financial Officer, Rachel Boulds, on a part-time basis. While we have discussed with Ms. Boulds the
possibility of becoming our full-time Chief Financial Officer, it is anticipated that Ms. Boulds will continue to be employed on a part-time
basis for the next twelve months. In addition to her role as Chief Financial Officer, Ms. Boulds is also operating her solo accounting
practice providing services for clients unrelated to the Company. While we believe that Ms. Boulds currently devotes adequate time to
the Company to perform the role and duties of our Chief Financial Officer, we cannot guarantee that she will be able to continue to do
so until she is with the Company on a fulltime basis. If Ms. Boulds cannot devote adequate time to our Company to fulfil her role and
duties as Chief Financial Officer or if any conflicts of interest arise during this time, it could have a material adverse impact on our
Company.

 Our success depends on our continued investment
in research and development, the level and effectiveness of which could reduce our profitability.

 We intend to continue to make investments in research and development
and product development in seeking to sustain and improve our competitive position and meet our customers' needs. These investments
currently include streamlining our suite of software functionalities, including modularization and improving scalability of our integrated
solutions. To maintain our competitive position, we may need to increase our research and development investment, which could reduce our
profitability and cash flows. In addition, we cannot assure you that we will achieve a return on these investments, nor can we assure
you that these investments will improve our competitive position.

 Risks Related to Our Business

 CROWDPAY.US, INC.

 We operate in a regulatory environment that
is evolving and uncertain.

 The regulations that govern the companies and broker-dealers that utilize
our platform and the investors that find investment opportunities on our platform have been in existence for a very few years. Further,
there are constant discussions among legislators and regulators with respect to changing this regulatory environment. New laws and regulations
could be adopted in the United States and abroad. Further, existing laws and regulations may be interpreted in ways that would impact
our platform, including our ability to communicate and work with investors, broker-dealers and the companies that use our platforms'
services. For instance, over the past year, there have been several attempts to modify the current regulatory regime. Some of those suggested
reforms could make it easier for anyone to sell securities (without using our platform), or could increase our regulatory burden, including
requiring us to register as a broker-dealer or funding portal before we choose to do so. Any such changes would have a negative impact
on our business.

 We may be liable for misstatements made
by issuers on our platform.

 Under the Securities Act and the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), issuers making offerings through our platform may be liable for including
untrue statements of material facts or for omitting information that could make the statements made misleading. This liability may also
extend in Regulation Crowdfunding offerings to funding portals. Even though we are not a registered funding portal, there can be no assurance
that if we were sued we would prevail. Further, even if we do succeed, lawsuits are time consuming and expensive, and being a party to
such actions may cause us reputational harm that would negatively impact our business.

 Our compliance is focused on U.S. laws and
we have not analyzed foreign laws regarding the participation of non-U.S. residents.

 Some of the investment opportunities posted on
our platform are open to non-U.S. residents. We have not researched all the applicable foreign laws and regulations, and therefore we
have not set up our structure to be compliant with all those laws. It is possible that we may be deemed in violation of those laws, which
could result in fines or penalties as well as reputational harm. This may limit our ability in the future to assist companies in accessing
money from those investors, and compliance with those laws and regulation may limit our business operations and plans for future expansion.

 The types of offerings that we expect to
be posted on our platform are relatively new in an industry that is still quickly evolving.

 The principal types of offerings that are posted
on our platform are pursuant to Regulation A and Regulation Crowdfunding (CF) which have only been in effect in their current form since
2015 and 2016, respectively. Our ability to penetrate the market to host these types of offerings remains uncertain as potential issuer
companies may choose to use different platforms or providers (including, in the case of Regulation A, using their own online platform),
or determine alternative methods of financing. Investors may decide to invest their money elsewhere. Further, our potential market may
not be as large, or our industry may not grow as rapidly, as anticipated. With a smaller market than expected, we may have fewer customers.
Success will likely be a factor of investing in the development and implementation of marketing campaigns, subsequent adoption by issuer
companies as well as investors, and favorable changes in the regulatory environment.

 CrowdPay and its providers are vulnerable
to hackers and cyber-attacks.

 As an internet-based business, we may be vulnerable
to hackers who may access the data of the investors and the issuer companies that utilize our platform. Further, any significant disruption
in service on our platform or in our computer systems could reduce the attractiveness of the platform and result in a loss of investors
and companies interested in using our platform. Further, we rely on a third-party technology provider to provide some of our back-up technology
as well as act as our escrow agent. Any disruptions of services or cyber-attacks either on our technology provider or on our company could
harm our reputation and materially negatively impact our financial condition and business.

 CrowdPay currently relies on one escrow
agent and technology service provider.

 We currently rely on Microsoft Azure to serve
as our technology provider and all escrow accounts are held at MVB Bank, Inc. Any change in these relationships will require us to find
another technology service provider, escrow agent and escrow bank. This may cause us delays as well as additional costs in transitioning
our technology.

 We are dependent on general economic conditions.

 Our business model is dependent on investors investing
in the companies presented on our platform. Investment dollars are disposable income. Our business model is thus dependent on national
and international economic conditions. Adverse national and international economic conditions may reduce the future availability of investment
dollars, which would negatively impact revenues generated by CrowdPay and possibly our ability to continue operations at CrowdPay. It
is not possible to accurately predict the potential adverse impacts on us, if any, of current economic conditions on its financial condition,
operating results and cash flow.

 We face significant market competition.

 We facilitate online capital formation. Though
this is a new market, we compete against a variety of entrants in the market as well likely new entrants into the market. Some of these
follow a regulatory model that is different from ours and might provide them competitive advantages. New entrants could include those
that may already have a foothold in the securities industry, including some established broker-dealers. Further, online capital formation
is not the only way to address helping start-ups raise capital, and we have to compete with a number of other approaches, including traditional
venture capital investments, loans and other traditional methods of raising funds and companies conducting crowdfunding raises on their
own websites. Additionally, some competitors and future competitors may be better capitalized than us, which would give them a significant
advantage in marketing and operations.

 Our revenues and profits are subject to
fluctuations.

 It is difficult to accurately forecast our revenues
and operating results, and these could fluctuate in the future due to a number of factors. These factors may include adverse changes in
the number of investors and amount of investors' dollars that utilize our platform to make investments, the success of world securities
markets, general economic conditions, our ability to market our platform to companies and investors, headcount and other operating costs,
and general industry and regulatory conditions and requirements. Our operating results may fluctuate from year to year due to the factors
listed above and others not listed. At times, these fluctuations may be significant and could impact our ability to operate our business.

 EVANCE, INC.

 We are substantially dependent on our eVance
business for revenue. If we are unable to maintain our eVance business for any reason (including the various reasons described in the
risk factors herein) or for no reason it will have a material adverse effect on our Company.

 Historically, substantially all of our revenue
has been generated from our eVance business, though we did begin generating revenue from our OmniSoft business during the second half
of 2019. In addition, the launch of our Bitcoin mining business in 2021 began to generate revenue in 2021 and 2022. While we expect to
continue to build out our OmniSoft software business and to rely more heavily on individualized merchant services offerings and to generate
revenue and to transition away from such significant reliance on our eVance business, there is no guarantee that we will be able to do
so. Accordingly, if we are unable to maintain our eVance business it will have a material adverse effect on our company.

 Our ability to anticipate and respond to
changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the
demand for our products and services.

 The financial services and payments technology
industries are subject to rapid technological advancements, resulting in new products and services, including mobile payment applications
and customized integrated software payment solutions, and an evolving competitive landscape, as well as changing industry standards and
merchant and consumer needs and preferences. We expect that new services and technologies applicable to the financial services and payment
technology industries will continue to emerge. These changes may limit the competitiveness of and demand for our services. Also, our merchants
and consumers continue to adopt new technology for business and personal uses. We must anticipate and respond to these changes in order
to remain competitive within our relative markets. In addition, failure to develop value-added services that meet the needs and preferences
of our merchants could adversely affect our ability to compete effectively in our industry. Furthermore, merchants' or consumers'
potential negative reaction to our products and services can spread quickly through social media and damage our reputation before we have
the opportunity to respond. If we are unable to anticipate or respond to technological or industry standard changes on a timely basis,
our ability to remain competitive could be adversely affected.

 Substantial and increasingly intense competition
worldwide in the financial services and payment technology industries may adversely affect our overall business and operations.

 The financial services and payment technology
industries are highly competitive, and our payment services and solutions compete against all forms of financial services and payment
systems, including cash and checks, and electronic, mobile, E-commerce and integrated payment platforms. If we are unable to differentiate
ourselves from our competitors and drive value for our merchants, we may not be able to compete effectively. Our competitors may introduce
their own value-added or other innovative services or solutions more effectively than we do, which could adversely impact our current
competitive position and prospects for growth. They also may be able to offer and provide services that we do not offer. In addition,
in certain of our markets in which we operate, we process "on-us" transactions whereby we receive fees as a merchant acquirer
and for processing services for the issuing bank. As competition in these markets grows, the number of transactions in which we receive
fees for both of these roles may decrease, which could reduce our revenue and margins in these jurisdictions. We also compete against
new entrants that have developed alternative payment systems, E-commerce payment systems, payment systems for mobile devices and customized
integrated software payment solutions. Failure to compete effectively against any of these competitive threats could adversely affect
our business, financial condition or results of operations. In addition, some of our competitors are larger and have greater financial
resources than us, enabling them to maintain a wider range of product offerings, mount extensive promotional campaigns and be more aggressive
in offering products and services at lower rates, which may adversely affect our business, financial condition or results of operations.

 Potential changes in the competitive landscape,
including disintermediation from other participants in the payments chain, could harm our business.

 We expect that the competitive landscape will
continue to change, including:

 rapid
and significant changes in technology, resulting in new and innovative payment methods and programs, that could place us at a competitive
disadvantage and reduce the use of our products and services;

 competitors,
merchants, governments and other industry participants may develop products and services that compete with or replace our value-added
products and services, including products and services that enable card networks and banks to transact with consumers directly;

 participants
in the financial services and payment technology industries may merge, create joint ventures, or form other business combinations that
may strengthen their existing business services or create new payment services that compete with our services; and

 new
services and technologies that we develop may be impacted by industry-wide solutions and standards, including chip technology, tokenization,
Blockchain and other safety and security technologies.

 Failure to compete effectively against any of
these or other competitive threats could adversely affect our business, financial condition or results of operations.

 Global economic, political and other conditions
may adversely affect trends in consumer, business and government spending, which may adversely impact the demand for our services and
our revenue and profitability.

 The financial services and payment technology
industries in which we operate depend heavily upon the overall level of consumer, business and government spending. A sustained deterioration
in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health
crises, and additional government intervention), particularly in the United States, or increases in interest rates in key countries in
which we operate, may adversely affect our financial performance by reducing the number or average purchase amount of transactions we
process. If our customers make fewer sales of products and services using electronic payments, or consumers spend less money through electronic
payments, we will have fewer transactions to process at lower dollar amounts, resulting in lower revenue.

 Adverse economic trends will and may continue
to accelerate the timing, or increase the impact of, risks to our financial performance. These trends could include:

 declining
economies, foreign currency fluctuations and the pace of economic recovery can change consumer spending behaviors, such as cross-border
travel patterns, on which the majority of our revenue is dependent;

 low
levels of consumer and business confidence typically associated with recessionary environments, and those markets experiencing relatively
high unemployment, may result in decreased spending by cardholders;

 budgetary
concerns in the United States and other countries around the world could affect the United States and other specific sovereign credit
ratings, impact consumer confidence and spending, and increase the risks of operating in those countries;

 emerging
market economies tend to be more volatile than the more established markets we serve in North America and Europe, and adverse economic
trends may be more pronounced in those emerging markets where we conduct business;

 financial
institutions may restrict credit lines to cardholders or limit the issuance of new cards to mitigate cardholder credit concerns;

 uncertainty
and volatility in the performance of our merchants' businesses may make estimates of our revenues and financial performance less
predictable;

 cardholders
may decrease spending for value-added services we market and sell;

 government
intervention, including the effect of laws, regulations and government investments in our merchants, may have potential negative effects
on our business and our relationships with our merchants or otherwise alter their strategic direction away from our products and services.

 We are subject to U.S. governmental regulation and other legal
obligations, particularly related to privacy, data protection and information security, and consumer protection laws across different
markets where we conduct our business. Our actual or perceived failure to comply with such obligations could harm our business.

 In the United States, we are subject to various
consumer protection laws (including laws on disputed transactions) and related regulations. If we are found to have breached any consumer
protection laws or regulations in any such market, we may be subject to enforcement actions that require us to change our business practices
in a manner which may negatively impact revenue, as well as litigation, fines, penalties and adverse publicity that could cause our customers
to lose trust in us, which could have an adverse effect on our reputation and business in a manner that harms our financial position.

 We collect personally identifiable information
and other data from our consumers and merchants. Laws and regulations in several countries restrict certain collection, processing, storage,
use, disclosure and security of personal information, require notice to individuals of privacy practices, and provide individuals with
certain rights to prevent use and disclosure of protected information.

 Future restrictions on the collection, use, sharing
or disclosure of personally identifiable information or additional requirements and liability for security and data integrity could require
us to modify our solutions and features, possibly in a material manner, and could limit our ability to develop new services and features.
If our privacy or data security measures fail to comply with applicable current or future laws and regulations, we may be subject to litigation,
regulatory investigations, enforcement notices requiring us to change the way we use personal data or our marketing practices, fines or
other liabilities, as well as negative publicity and a potential loss of business.

 Our inability to protect our systems and
data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our merchants and consumers
and may expose us to liability.

 In conducting our business, we process, transmit
and store sensitive business information and personal information about our merchants, consumers, sales and financial institution partners,
vendors, and other parties. This information may include account access credentials, credit and debit card numbers, bank account numbers,
social security numbers, driver's license numbers, names and addresses and other types of sensitive business or personal information.
Some of this information is also processed and stored by our merchants, sales and financial institution partners, third-party service
providers to whom we outsource certain functions and other agents, which we refer to collectively as our associated third parties. We
have certain responsibilities to card networks and their member financial institutions for any failure, including the failure of our associated
third parties, to protect this information.

 We are a regular target of malicious third-party
attempts to identify and exploit system vulnerabilities, and/or penetrate or bypass our security measures, in order to gain unauthorized
access to our networks and systems or those of our associated third parties. Such access could lead to the compromise of sensitive, business,
personal or confidential information. As a result, we proactively employ multiple methods at different layers of our systems to defend
our systems against intrusion and attack and to protect the data we collect. However, we cannot be certain that these measures will be
successful and will be sufficient to counter all current and emerging technology threats that are designed to breach our systems in order
to gain access to confidential information.

 Our computer systems and our associated third
parties' computer systems could be in the future, subject to breach, and our data protection measures may not prevent unauthorized
access. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often
difficult to detect. Threats to our systems and our associated third parties' systems can derive from human error, fraud or malice
on the part of employees or third parties, or may result from accidental technological failure. Computer viruses and other malware can
be distributed and could infiltrate our systems or those of our associated third parties. In addition, denial of service or other attacks
could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious
activities. Our defensive measures may not prevent downtime, unauthorized access or use of sensitive data. While we maintain cyber errors
and omissions insurance coverage that may cover certain aspects of cyber risks, our insurance coverage may be insufficient to cover all
losses. Further, while we select our associated third parties carefully, we do not control their actions. Any problems experienced by
these third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks
and security breaches, could adversely affect our ability to service our merchant customers or otherwise conduct our business.

 We could also be subject to liability for claims
relating to misuse of personal information, such as unauthorized marketing purposes and violation of data privacy laws. We cannot provide
assurance that the contractual requirements related to security and privacy that we impose on our service providers who have access to
customer and consumer data will be followed or will be adequate to prevent the unauthorized use or disclosure of data. In addition, we
have agreed in certain agreements to take certain protective measures to ensure the confidentiality of merchant and consumer data. The
costs of systems and procedures associated with such protective measures may increase and could adversely affect our ability to compete
effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation,
governmental and card network intervention and fines and, with respect to misuse of personal information of our merchants and consumers,
lost revenue and reputational harm.

 Any type of security breach, attack or misuse
of data described above or otherwise, whether experienced by us or an associated third party, could harm our reputation and deter existing
and prospective merchants from using our services or from making electronic payments generally, increase our operating expenses in order
to contain and remediate the incident, expose us to unbudgeted or uninsured liability, disrupt our operations (including potential service
interruptions), distract our management, increase our risk of regulatory scrutiny, result in the imposition of penalties and fines under
state, federal and foreign laws or by card networks and adversely affect our continued card network registration and financial institution
sponsorship. If we were to be removed from networks' lists of PCI DSS compliant service providers, our existing merchants, sales
and financial institution partners or other third parties may cease using or referring our services. Also, prospective merchants, sales
partners, financial institution partners or other third parties may choose to terminate their relationship with us, or delay or choose
not to consider us for their processing needs. In addition, card networks could refuse to allow us to process through their networks.

 We may experience failures in our processing
systems due to software defects, computer viruses and development delays, which could damage customer relations and expose us to liability.

 Our core business depends heavily on the reliability
of our processing systems. A system outage or other failure could adversely affect our business, financial condition or results of operations,
including by damaging our reputation or exposing us to third-party liability. Card network rules and certain governmental regulations
allow for possible penalties if our systems do not meet certain operating standards. To successfully operate our business, we must be
able to protect our processing and other systems from interruption, including from events that may be beyond our control. Events that
could cause system interruptions include fire, natural disaster, unauthorized entry, power loss, telecommunications failure, computer
viruses, terrorist acts and war. Although we have taken steps to protect against data loss and system failures, there is still risk that
we may lose critical data or experience system failures. To help protect against these events, we perform a significant portion of disaster
recovery operations ourselves, as well as utilize select third parties for certain operations, particularly outside of the United States.
To the extent we outsource any disaster recovery functions, we are at risk of the vendor's unresponsiveness or other failures in
the event of breakdowns in our systems. In addition, our property and business interruption insurance may not be adequate to compensate
us for all losses or failures that may occur.

 Our products and services are based on sophisticated
software and computing systems that are constantly evolving. We often encounter delays and cost overruns in developing changes implemented
to our systems. In addition, the underlying software may contain undetected errors, viruses or defects. Defects in our software products
and errors or delays in our processing of electronic transactions could result in additional development costs, diversion of technical
and other resources from our other development efforts, loss of credibility with current or potential merchants, harm to our reputation
or exposure to liability claims. In addition, we rely on technologies supplied to us by third parties that may also contain undetected
errors, viruses or defects that could adversely affect our business, financial condition or results of operations. Although we attempt
to limit our potential liability for warranty claims through disclaimers in our software documentation and limitation of liability provisions
in our licenses and other agreements with our merchants and partners, we cannot assure that these measures will be successful in limiting
our liability. Additionally, we and our merchants and partners are subject to card network rules. If we do not comply with card network
requirements or standards, we may be subject fines or sanctions, including suspension or termination of our registrations and licenses
necessary to conduct business.

 Degradation of the quality of the products
and services we offer, including support services, could adversely impact our ability to attract and retain merchants and partners.

 Our merchants and partners expect a consistent
level of quality in the provision of our products and services. The support services we provide are a key element of the value proposition
to our merchants and partners. If the reliability or functionality of our products and services is compromised or the quality of those
products or services is otherwise degraded, or if we fail to continue to provide a high level of support, we could lose existing merchants
and partners and find it harder to attract new merchants and partners. If we are unable to scale our support functions to address the
growth of our merchant and partner network, the quality of our support may decrease, which could adversely affect our ability to attract
and retain merchants and partners.

 Continued consolidation in the banking industry
could adversely affect our growth.

 The banking industry remains subject to consolidation
regardless of overall economic conditions. In addition, in times of economic distress, various regulators in the markets we serve have
acquired and in the future may acquire financial institutions, including banks with which we partner. If a current financial institution
referral partner of ours is acquired by another bank, the acquiring bank may seek to terminate our agreement and impose its own merchant
services program on the acquired bank. If a financial institution referral partner acquires another bank, our financial institution referral
partner may take the opportunity to conduct a competitive bidding process to determine whether to maintain our merchant acquiring services
or switch to another provider. In either situation, we may be unable to retain the relationship post-acquisition, or may have to offer
financial concessions to do so, which could adversely affect our results of operations or growth. If a current financial institution referral
partner of ours is acquired by a regulator, the regulator may seek to alter the terms or terminate our existing agreement with the acquired
financial institution.

 Increased customer, referral partner or
sales partner attrition could cause our financial results to decline.

 We experience attrition in merchant credit and
debit card processing volume resulting from several factors, including business closures, transfers of merchants' accounts to our
competitors, unsuccessful contract renewal negotiations and account closures that we initiate for various reasons, such as heightened
credit risks or contract breaches by merchants. In addition, if an existing sales partner switches to another payment processor, terminates
our services, internalizes payment processing functions that we perform, merges with or is acquired by one of our competitors, or shuts
down or becomes insolvent, we may no longer receive new customer referrals from the sales partner, and we risk losing existing merchants
that were originally enrolled by the sales partner. We cannot predict the level of attrition in the future and it could increase. Our
referral partners are a significant source of new business. Higher than expected attrition could adversely affect our business, financial
condition or results of operations. In addition, in certain of the markets in which we conduct business, a substantial portion of our
revenue is derived from long-term contracts. If we are unable to renew our referral partner and our merchant contracts on favorable terms,
or at all, our business, financial condition or results of operations could be adversely affected.

 We incur chargeback liability when our merchants
refuse to or cannot reimburse chargebacks resolved in favor of their customers. Any increase in chargebacks not paid by our merchants
may adversely affect our business, financial condition or results of operations.

 In the event a dispute between a cardholder and
a merchant is not resolved in favor of the merchant, the transaction is normally charged back to the merchant and the purchase price is
credited or otherwise refunded to the cardholder. If we are unable to collect such amounts from the merchant's account or reserve
account (if applicable), or if the merchant refuses or is unable, due to closure, bankruptcy or other reasons, to reimburse us for a chargeback,
we are responsible for the amount of the refund paid to the cardholder. The risk of chargebacks is typically greater with those merchants
that promise future delivery of goods and services rather than delivering goods or rendering services at the time of payment, as well
as "card not present" transactions in which consumers do not physically present cards to merchants in connection with the
purchase of goods and services, such as E-commerce, telephonic and mobile transactions. We may experience significant losses from chargebacks
in the future. Any increase in chargebacks not paid by our merchants could have a material adverse effect on our business, financial condition
or results of operations. We have policies and procedures to monitor and manage merchant-related credit risks and often mitigate such
risks by requiring collateral (such as cash reserves) and monitoring transaction activity. Notwithstanding our policies and procedures
for managing credit risk, it is possible that a default on such obligations by one or more of our merchants could adversely affect our
business, financial condition or results of operations.

 Failure to maintain or collect reimbursements
from our financial institution referral partners could adversely affect our business.

 Certain of our long-term referral arrangements
with our financial institution partners permit our bank partners to offer their merchant customers lower rates for processing services
than we typically provide to the general market. If a bank partner elects to offer these lower rates, under our contract the partner is
required to reimburse us for the full amount of the discount provided to its merchant customers. Notwithstanding such contractual commitments,
there can be no assurance that these contractual provisions will fully protect us from potential losses should a bank partner default
on its obligations to reimburse us or seek to discontinue such reimbursement obligations in the future. If we are unable to collect the
full amount of any such reimbursements for any reason, we may incur losses. In addition, any discount provided by our financial institution
partner may cause merchants in these markets to demand lower rates for our services in the future, which could further reduce our margins
or cause us to lose merchants, either of which could adversely affect our business, financial condition or results of operations.

 Fraud by merchants or others could adversely
affect our business, financial condition or results of operations.

 We may be liable for certain fraudulent transactions
and credits initiated by merchants or others. Examples of merchant fraud include merchants or other parties knowingly using a stolen or
counterfeit credit or debit card, card number, or other credentials to record a false sales or credit transaction, processing an invalid
card or intentionally failing to deliver the merchandise or services sold in an otherwise valid transaction. Criminals are using increasingly
sophisticated methods to engage in illegal activities such as counterfeiting and fraud. Failure to effectively manage risk and prevent
fraud could increase our chargeback liability or cause us to incur other liabilities. It is possible that incidents of fraud could increase
in the future. Increases in chargebacks or other liabilities could adversely affect our business, financial condition or results of operations.

 Because we rely on third-party vendors to
provide products and services, we could be adversely impacted if they fail to fulfill their obligations.

 We depend on third-party vendors and partners
to provide us with certain products and services, including components of our computer systems, software, data centers, "know-your-customer"
background checks and telecommunications networks, to conduct our business. For example, we rely on third parties for services such as
organizing and accumulating certain daily transaction data on a merchant-by-merchant and card issuer-by-card issuer basis and forwarding
the accumulated data to the relevant card network. We also rely on third parties for specific software and hardware used in providing
our products and services. Some of these organizations and service providers are our competitors or provide similar services and technology
to our competitors, and we do not have long-term or exclusive contracts with them.

 Our systems and operations or those of our third-party
vendors and partners could be exposed to damage or interruption from, among other things, fire, natural disaster, power loss, telecommunications
failure, unauthorized entry, computer viruses, denial-of-service attacks, acts of terrorism, human error, vandalism or sabotage, financial
insolvency, bankruptcy and similar events (including events that are the result of the COVID-19 pandemic). In addition, we may be unable
to renew our existing contracts with our most significant vendors and partners or our vendors and partners may stop providing or otherwise
supporting the products and services we obtain from them, and we may not be able to obtain these or similar products or services on the
same or similar terms as our existing arrangements, if at all. The failure of our vendors and partners to perform their obligations and
provide the products and services we obtain from them in a timely manner for any reason could adversely affect our operations and profitability
due to, among other consequences:

 loss of revenues;

 loss of merchants and partners;

 loss of merchant and cardholder data;

 fines imposed by card networks;

 harm to our business or reputation resulting from negative publicity;

 exposure to fraud losses or other liabilities;

 additional operating and development costs; or

 diversion of management, technical and other resources.

 Our risk management policies and procedures
may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk.

 We operate in a rapidly changing industry. Accordingly,
our risk management policies and procedures may not be fully effective to identify, monitor and manage all risks our business encounters.
If our policies and procedures are not fully effective or we are not successful in identifying and mitigating all risks to which we are
or may be exposed, we may suffer uninsured liability, harm to our reputation or be subject to litigation or regulatory actions that could
adversely affect our business, financial condition or results of operations.

 A significant number of our merchants are
small- and medium-sized businesses and small affiliates of large companies, which can be more difficult and costly to retain than larger
enterprises and may increase the impact of economic fluctuations on us.

 We market and sell our products and services to,
among others, small and midsized businesses ("SMBs") and small affiliates of large companies. To continue to grow our revenue,
we must add merchants, sell additional services to existing merchants and encourage existing merchants to continue doing business with
us. However, retaining SMBs can be more difficult than retaining large enterprises as SMB merchants:

 often have higher rates of business failures and more limited resources;

 are typically less sophisticated in their ability to make technology-related decisions based on factors other than price;

 may have decisions related to the choice of payment processor dictated by their affiliated parent entity; and

 are more able to change their payment processors than larger organizations dependent on our services.

 SMBs are typically more susceptible to the adverse
effects of economic fluctuations (including as a result of epidemics and pandemics). Adverse changes in the economic environment or business
failures of our SMB merchants may have a greater impact on us than on our competitors who do not focus on SMBs to the extent that we do.
As a result, we may need to attract and retain new merchants at an accelerated rate or decrease our expenses to reduce negative impacts
on our business, financial condition and results of operations.

 Our business depends on a strong and trusted
brand, and damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results
of operations.

 We market our products and services under our
brand or the brand of our partners, or both, and we must protect and grow the value of our brand to continue to be successful in the future.
If an incident were to occur that damages our reputation, or the reputation of our partners, in any of our major markets, the value of
our brand could be adversely affected and our business could be damaged.

 Our ability to recruit, retain and develop
qualified personnel is critical to our success and growth.

 All of our businesses function at the intersection
of rapidly changing technological, social, economic and regulatory environments that require a wide range of expertise and intellectual
capital. For us to successfully compete and grow, we must recruit, retain and develop personnel who can provide the necessary expertise
across a broad spectrum of intellectual capital needs. In addition, we must develop, maintain and, as necessary, implement appropriate
succession plans to assure we have the necessary human resources capable of maintaining continuity in our business. The market for qualified
personnel is competitive and we may not succeed in recruiting additional personnel or may fail to effectively replace current personnel
who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional
expenses, which could adversely affect our profitability. We cannot assure that key personnel, including our executive officers, will
continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to recruit, retain or
develop qualified personnel could adversely affect our business, financial condition or results of operations.

 There may be a decline in the use of cards
as a payment mechanism for consumers or adverse developments with respect to the card industry in general.

 If consumers do not continue to use credit or
debit cards as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, credit cards and
debit cards or newly emerging alternatives such as Apple Pay, Google Pay and cryptocurrency, our business could be adversely affected.
Consumer credit risk may make it more difficult or expensive for consumers to gain access to credit facilities such as credit cards. Regulatory
changes may result in financial institutions seeking to charge their customers additional fees for use of credit or debit cards. Such
fees may result in decreased use of credit or debit cards by cardholders. Additionally, if market conditions lead to consumers spending
less generally, for example, during an epidemic or pandemic, there will be a decline in the use of credit or debit cards. We believe future
growth in the use of credit and debit cards and other electronic payments will be driven by the cost, ease-of-use and quality of services
offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue
to use electronic payment methods that we process, including credit and debit cards.

 Increases in card network fees and other
changes to fee arrangements may result in the loss of merchants or a reduction in our earnings.

 From time to time, card networks, including Visa
and MasterCard, increase the fees that they charge processors. We typically will attempt to pass these increases along to our merchants,
but this strategy might result in the loss of merchants to our competitors who do not pass along the increases. If competitive practices
prevent us from passing along the higher fees to our merchants in the future, we may have to absorb all or a portion of such increases,
which may increase our operating costs and reduce our earnings.

 In addition, in certain of our markets, card issuers
pay merchant acquirers, such as us, fees based on debit card usage in an effort to encourage debit card use. If these card issuers discontinue
this practice, our revenue and margins in these jurisdictions could be adversely affected.

 If we fail to comply with the applicable
requirements of card networks, they could seek to fine us, suspend us or terminate our registrations. If our merchants or sales partners
incur fines or penalties that we cannot collect from them, we may have to bear the cost of such fines or penalties.

 In order to provide our transaction processing
services, several of our subsidiaries are registered with Visa and MasterCard and other card networks as members or service providers
for member institutions. Visa, MasterCard, and other card networks, set the rules and standards with which we must comply. The termination
of our member registration or our status as a certified service provider, or any changes in network rules or standards, including interpretation
and implementation of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing
services to or through our merchants or partners, could adversely affect our business, financial condition or results of operations.

 As such, we and our merchants are subject to card
network rules that could subject us or our merchants to a variety of fines or penalties that may be levied by card networks for certain
acts or omissions by us. The rules of card networks are set by their boards, which may be influenced by card issuers, and some of those
issuers are our competitors with respect to these processing services. Many banks directly or indirectly sell processing services to merchants
in direct competition with us. These banks could attempt, by virtue of their influence on the networks, to alter the networks' rules
or policies to the detriment of non-members including certain of our businesses. The termination of our registrations or our status as
a service provider or a merchant processor, or any changes in network rules or standards, including interpretation and implementation
of the rules or standards, that increase the cost of doing business or limit our ability to provide transaction processing services to
our merchants, could adversely affect our business, financial condition or results of operations. If a merchant or sales partner fails
to comply with the applicable requirements of card networks, it could be subject to a variety of fines or penalties that may be levied
by card networks. If we cannot collect the amounts from the applicable merchant or sales partner, we may have to bear the cost of the
fines or penalties, resulting in lower earnings for us. The termination of our registration, or any changes in card network rules that
would impair our registration, could require us to stop providing payment processing services relating to the affected card network, which
would adversely affect our ability to conduct our business.

 OMNISOFT.IO, INC.

 Our growth may not be sustainable and depends
on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants.

 Our OmniSoft subsidiary principally generates
revenues through the sale of subscriptions to our platform and the sale of additional solutions to our merchants. Our subscription plans
typically have a one-month term, although a small percentage of our merchants have annual or multi-year subscription terms. Our merchants
have no obligation to renew their subscriptions after their subscription term expires. As a result, even though the number of merchants
using our platform has grown rapidly in recent years, there can be no assurance that we will be able to retain these merchants. We have
historically experienced merchant turnover as a result of many of our merchants being small- and medium-sized businesses, or SMBs, that
are more susceptible than larger businesses to general economic conditions and other risks affecting their businesses. Many of these SMBs
are in the entrepreneurial stage of their development and there is no guarantee that their businesses will succeed. Our costs associated
with subscription renewals are substantially lower than costs associated with generating revenue from new merchants or costs associated
with generating sales of additional solutions to existing merchants. Therefore, if we are unable to retain merchants or if we are unable
to increase revenues from existing merchants, even if such losses are offset by an increase in new merchants or an increase in other revenues,
our operating results could be adversely impacted.

 We may also fail to attract new merchants, retain
existing merchants or increase sales to both new and existing merchants as a result of a number of other factors, including: reductions
in our current or potential merchants' spending levels; competitive factors affecting the software as a service, or SaaS, business
software applications market, including the introduction of competing platforms, discount pricing and other strategies that may be implemented
by our competitors; our ability to execute on our growth strategy and operating plans; a decline in our merchants' level of satisfaction
with our platform and merchants' usage of our platform; the difficulty and cost to switch to a competitor may not be significant
for many of our merchants; changes in our relationships with third parties, including our partners, app developers, theme designers, referral
sources and payment processors; the timeliness and success of new products and services we may offer in the future; the frequency and
severity of any system outages; technological change; and our focus on long-term value over short-term results, meaning that we may make
strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with
our mission and will improve our financial performance over the long-term.

 Additionally, we anticipate that our growth rate
will decline over time to the extent that the number of merchants using our platform increases and we achieve higher market penetration
rates. To the extent our growth rate slows, our business performance will become increasingly dependent on our ability to retain existing
merchants and increase sales to existing merchants.

 If we fail to improve and enhance the functionality,
performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants' evolving
needs, our business may be adversely affected.

 The markets in which we compete are characterized
by constant change and innovation and we expect them to continue to evolve rapidly. Our success has been based on our ability to identify
and anticipate the needs of our merchants and design a platform that provides them with the tools they need to operate their businesses.
Our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants will depend in large
part on our ability to continue to improve and enhance the functionality, performance, reliability, design, security and scalability of
our platform.

 We may experience difficulties with software development
that could delay or prevent the development, introduction or implementation of new solutions and enhancements. Software development involves
a significant amount of time for our research and development team, as it can take our developers months to update, code and test new
and upgraded solutions and integrate them into our platform. We must also continually update, test and enhance our software platform.
For example, our design team spends a significant amount of time and resources incorporating various design enhancements, such as customized
colors, fonts, content and other features, into our platform. The continual improvement and enhancement of our platform requires significant
investment and we may not have the resources to make such investment. Our improvements and enhancements may not result in our ability
to recoup our investments in a timely manner, or at all. To the extent we are not able to improve and enhance the functionality, performance,
reliability, design, security and scalability of our platform in a manner that responds to our merchants' evolving needs, our business,
operating results and financial condition will be adversely affected.

 We store personally identifiable information
of our merchants and their customers. If the security of this information is compromised or otherwise subjected to unauthorized access,
our reputation may be harmed and we may be exposed to liability.

 We store personally identifiable information,
credit card information and other confidential information of our merchants and their customers. The third-party apps sold on our platform
may also store personally identifiable information, credit card information and other confidential information of our merchants and their
customers. We do not regularly monitor or review the content that our merchants upload and store and, therefore, do not control the substance
of the content on our servers, which may include personal information. We may experience successful attempts by third parties to obtain
unauthorized access to the personally identifiable information of our merchants and their customers. This information could also be otherwise
exposed through human error, malfeasance or otherwise. The unauthorized access or compromise of this personally identifiable information
could have a material adverse effect on our business, financial condition and results of operations. Even if such a data breach were to
affect one or more of our competitors, the resulting consumer concern could negatively affect our merchants and our business.

 We are also subject to federal, state, provincial
and foreign laws regarding privacy and protection of data. Some jurisdictions have enacted laws requiring companies to notify individuals
of data security breaches involving certain types of personal data and our agreements with certain merchants require us to notify them
in the event of a security incident. We post on our website our privacy policy and terms of service, which describe our practices concerning
the use, transmission and disclosure of merchant data and data relating to their customers. In addition, the interpretation of data protection
laws in the United States, and elsewhere, and their application to the internet, is unclear and in a state of flux. There is a risk that
these laws may be interpreted and applied in conflicting ways from jurisdiction to jurisdiction, and in a manner that is not consistent
with our current data protection practices. Changes to such data protection laws may impose more stringent requirements for compliance
and impose significant penalties for non-compliance. Any such new laws or regulations, or changing interpretations of existing laws and
regulations, may cause us to incur significant costs and expend significant effort to ensure compliance. Because our services are accessible
worldwide, certain foreign jurisdictions may claim that we are required to comply with their laws, including in jurisdictions where we
have no local entity, employees or infrastructure.

 Our failure to comply with federal, state, provincial
and foreign laws regarding privacy and protection of data could lead to significant fines and penalties imposed by regulators, as well
as claims by our merchants or their customers. These proceedings or violations could force us to spend money in defense or settlement
of these proceedings, result in the imposition of monetary liability, diversion of management's time and attention, increase our
costs of doing business, and materially adversely affect our reputation and the demand for our solutions. In addition, if our security
measures fail to protect credit card information adequately, we could be liable to both our merchants and their customers for their losses,
as well as our payments processing partners under our agreements with them. As a result, we could be subject to fines and higher transaction
fees, we could face regulatory action, and our merchants could end their relationships with us. There can be no assurance that the limitations
of liability in our contracts would be enforceable or adequate or would otherwise protect us from any such liabilities or damages with
respect to any particular claim. We also cannot be sure that our existing insurance coverage and coverage for errors and omissions will
continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that our
insurers will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds our
available insurance coverage, or changes in our insurance policies, including premium increases or the imposition of large deductible
or co-insurance requirements, could have an adverse effect on our business, financial condition and results of operations.

 If our software contains serious errors
or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our merchants.

 Software such as ours often contains errors, defects,
security vulnerabilities or software bugs that are difficult to detect and correct, particularly when first introduced or when new versions
or enhancements are released. Despite internal testing, our platform may contain serious errors or defects, security vulnerabilities or
software bugs that we may be unable to successfully correct in a timely manner or at all, which could result in lost revenue, significant
expenditures of capital, a delay or loss in market acceptance and damage to our reputation and brand, any of which could have an adverse
effect on our business, financial condition and results of operations. Furthermore, our platform is a multi-tenant cloud-based system
that allows us to deploy new versions and enhancements to all of our merchants simultaneously. To the extent we deploy new versions or
enhancements that contain errors, defects, security vulnerabilities or software bugs to all of our merchants simultaneously, the consequences
would be more severe than if such versions or enhancements were only deployed to a smaller number of our merchants.

 Since our merchants use our services for processes
that are critical to their businesses, errors, defects, security vulnerabilities, service interruptions or software bugs in our platform
could result in losses to our merchants. Our merchants may seek significant compensation from us for any losses they suffer or cease conducting
business with us altogether. Further, a merchant could share information about bad experiences on social media, which could result in
damage to our reputation and loss of future sales. There can be no assurance that provisions typically included in our agreements with
our merchants that attempt to limit our exposure to claims would be enforceable or adequate or would otherwise protect us from liabilities
or damages with respect to any particular claim. Even if not successful, a claim brought against us by any of our merchants would likely
be time-consuming and costly to defend and could seriously damage our reputation and brand, making it harder for us to sell our solutions.

 We may be unable to achieve or maintain
data transmission capacity.

 Our merchants often draw significant numbers of
consumers to their shops over short periods of time, including from events such as new product releases, holiday shopping seasons and
flash sales, which significantly increases the traffic on our servers and the volume of transactions processed on our platform. Our servers
may be unable to achieve or maintain data transmission capacity high enough to handle increased traffic or process orders in a timely
manner. Our failure to achieve or maintain high data transmission capacity could significantly reduce demand for our solutions. In the
future, we may be required to allocate resources, including spending substantial amounts of money, to build, purchase or lease additional
data centers and equipment and upgrade our technology and network infrastructure in order to handle the increased load. Our ability to
deliver our solutions also depends on the development and maintenance of internet infrastructure by third-parties, including the maintenance
of reliable networks with the necessary speed, data capacity and bandwidth. If one of these third-parties suffers from capacity constraints,
our business may be adversely affected. In addition, because we and our merchants generate a disproportionate amount of revenue in the
fourth quarter, any disruption in our merchants' ability to process and fulfill customer orders in the fourth quarter could have
a disproportionately negative effect on our operating results.

 Our growth depends in part on the success
of our strategic relationships with third parties.

 We anticipate that the growth of our business
will continue to depend on third-party relationships, including relationships with our app developers, theme designers, referral sources,
resellers, payment processors and other partners. In addition to growing our third-party partner ecosystem, we intend to pursue additional
relationships with other third-parties, such as technology and content providers and implementation consultants. Identifying, negotiating
and documenting relationships with third parties requires significant time and resources as does integrating third-party content and technology.
Some of the third parties that sell our services have the direct contractual relationships with the merchants, and therefore we risk the
loss of such merchants if the third parties fail to perform their obligations. Our agreements with providers of cloud hosting, technology,
content and consulting services are typically non-exclusive and do not prohibit such service providers from working with our competitors
or from offering competing services. These third-party providers may choose to terminate their relationship with us or to make material
changes to their businesses, products or services. Our competitors may be effective in providing incentives to third parties to favor
their products or services or to prevent or reduce subscriptions to our platform. In addition, these providers may not perform as expected
under our agreements or under their agreements with our merchants, and we or our merchants may in the future have disagreements or disputes
with such providers. If we lose access to products or services from a particular supplier, or experience a significant disruption in the
supply of products or services from a current supplier, especially a single-source supplier, it could have an adverse effect on our business
and operating results.

 If we fail to maintain a consistently high
level of customer service, our brand, business and financial results may be harmed.

 We believe our focus on customer service and support
is critical to onboarding new merchants and retaining our existing merchants and growing our business. As a result, we have invested heavily
in the quality and training of our support team along with the tools they use to provide this service. If we are unable to maintain a
consistently high level of customer service, we may lose existing merchants. In addition, our ability to attract new merchants is highly
dependent on our reputation and on positive recommendations from our existing merchants. Any failure to maintain a consistently high level
of customer service, or a market perception that we do not maintain high-quality customer service, could adversely affect our reputation
and the number of positive merchant referrals that we receive.

 We use a limited number of data centers
to deliver our services. Any disruption of service at these facilities could harm our business.

 We currently manage our services and serve all
of our merchants from two third-party data center facilities. While we own the hardware on which our platform runs and deploy this hardware
to the data center facilities, we do not control the operation of these facilities. We have experienced, and may in the future experience,
failures at the third-party data centers where our hardware is deployed from time to time. Data centers are vulnerable to damage or interruption
from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures,
systems failures, telecommunications failures and similar events. Any of these events could result in lengthy interruptions in our services.
Changes in law or regulations applicable to data centers in various jurisdictions could also cause a disruption in service. Interruptions
in our services would reduce our revenue, subject us to potential liability and adversely affect our ability to retain our merchants or
attract new merchants. The performance, reliability and availability of our platform is critical to our reputation and our ability to
attract and retain merchants. Merchants could share information about bad experiences on social media, which could result in damage to
our reputation and loss of future sales. The property and business interruption insurance coverage we carry may not be adequate to compensate
us fully for losses that may occur.

 Mobile devices are increasingly being used
to conduct commerce, and if our solutions do not operate as effectively when accessed through these devices, our merchants and their customers
may not be satisfied with our services, which could harm our business.

 We are dependent on the interoperability of our
platform with third-party mobile devices and mobile operating systems as well as web browsers that we do not control. Any changes in such
devices, systems or web browsers that degrade the functionality of our platform or give preferential treatment to competitive services
could adversely affect usage of our platform. Effective mobile functionality is integral to our long-term development and growth strategy.
In the event that our merchants and their customers have difficulty accessing and using our platform on mobile devices, our business and
operating results could be adversely affected.

 Our business and prospects would be harmed
if changes to technologies used in our platform or new versions or upgrades of operating systems and internet browsers adversely impact
the process by which merchants and consumers interface with our platform.

 We believe the simple and straightforward interface
for our platform has helped us to expand and offer our solutions to merchants with limited technical expertise. In the future, providers
of internet browsers could introduce new features that would make it difficult for merchants to use our platform. In addition, internet
browsers for desktop or mobile devices could introduce new features, change existing browser specifications such that they would be incompatible
with our platform, or prevent consumers from accessing our merchants' shops. Any changes to technologies used in our platform, to
existing features that we rely on, or to operating systems or internet browsers that make it difficult for merchants to access our platform
or consumers to access our merchants' shops, may make it more difficult for us to maintain or increase our revenues and could adversely
impact our business and prospects.

 We may be unable to obtain, maintain and
protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology.

 Our trade secrets, trademarks, trade dress, domain
names, copyrights, trade secrets and other intellectual property rights are important to our business. We rely on a combination of confidentiality
clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect
our intellectual property and competitive advantage, all of which offer only limited protection. The steps we take to protect our intellectual
property require significant resources and may be inadequate. We will not be able to protect our intellectual property if we are unable
to enforce our rights or if we do not detect unauthorized use of our intellectual property. We may be required to use significant resources
to monitor and protect these rights. Despite our precautions, it may be possible for unauthorized third parties to copy our platform and
use information that we regard as proprietary to create services that compete with ours. Some license provisions protecting against unauthorized
use, copying, transfer and disclosure of our proprietary information may be unenforceable under the laws of certain jurisdictions and
foreign countries. Further, we hold no issued patents and thus would not be entitled to exclude or prevent our competitors from using
our proprietary technology, methods and processes to the extent independently developed by our competitors.

 We enter into confidentiality and invention assignment
agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships
and business alliances. No assurance can be given that these agreements will be effective in controlling access to our proprietary information
and trade secrets. The confidentiality agreements on which we rely to protect certain technologies may be breached, may not be adequate
to protect our confidential information, trade secrets and proprietary technologies and may not provide an adequate remedy in the event
of unauthorized use or disclosure of our confidential information, trade secrets or proprietary technology. Further, these agreements
do not prevent our competitors or others from independently developing software that is substantially equivalent or superior to our software.
In addition, others may independently discover our trade secrets and confidential information, and in such cases, we likely would not
be able to assert any trade secret rights against such parties. Additionally, we may from time to time be subject to opposition or similar
proceedings with respect to applications for registrations of our intellectual property, including our trademarks. While we aim to acquire
adequate protection of our brand through trademark registrations in key markets, occasionally third parties may have already registered
or otherwise acquired rights to identical or similar marks for services that also address our market. We rely on our brand and trademarks
to identify our platform and to differentiate our platform and services from those of our competitors, and if we are unable to adequately
protect our trademarks third parties may use our brand names or trademarks similar to ours in a manner that may cause confusion in the
market, which could decrease the value of our brand and adversely affect our business and competitive advantages.

 Policing unauthorized use of our intellectual
property and misappropriation of our technology and trade secrets is difficult and we may not always be aware of such unauthorized use
or misappropriation. Despite our efforts to protect our intellectual property rights, unauthorized third-parties may attempt to use, copy
or otherwise obtain and market or distribute our intellectual property rights or technology or otherwise develop services with the same
or similar functionality as our platform. If our competitors infringe, misappropriate or otherwise misuse our intellectual property rights
and we are not adequately protected, or if our competitors are able to develop a platform with the same or similar functionality as ours
without infringing our intellectual property, our competitive advantage and results of operations could be harmed. Litigation brought
to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result
in the impairment or loss of portions of our intellectual property. As a result, we may be aware of infringement by our competitors but
may choose not to bring litigation to enforce our intellectual property rights due to the cost, time and distraction of bringing such
litigation. Furthermore, if we do decide to bring litigation, our efforts to enforce our intellectual property rights may be met with
defenses, counterclaims and countersuits challenging or opposing our right to use and otherwise exploit particular intellectual property,
services and technology or the enforceability of our intellectual property rights. Our inability to protect our proprietary technology
against unauthorized copying or use, as well as any costly litigation or diversion of our management's attention and resources,
could delay further sales or the implementation of our solutions, impair the functionality of our platform, prevent or delay introductions
of new or enhanced solutions, result in our substituting inferior or more costly technologies into our platform or injure our reputation.
Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to developing
and protecting their technology or intellectual property rights than we do.

 Our use of "open source" software
could negatively affect our ability to sell our solutions and subject us to possible litigation.

 Our solutions incorporate and are dependent to
a significant extent on the use and development of "open source" software and we intend to continue our use and development
of open source software in the future. Such open source software is generally licensed by its authors or other third-parties under open
source licenses and is typically freely accessible, usable and modifiable. Pursuant to such open source licenses, we may be subject to
certain conditions, including requirements that we offer our proprietary software that incorporates the open source software for no cost,
that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source
software and that we license such modifications or derivative works under the terms of the particular open source license. If an author
or other third party that uses or distributes such open source software were to allege that we had not complied with the conditions of
one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be
subject to significant damages, enjoined from the sale of our solutions that contained or are dependent upon the open source software
and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our solutions. Litigation
could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional
research and development resources to change our platform. The terms of many open source licenses to which we are subject have not been
interpreted by U.S. or foreign courts. As there is little or no legal precedent governing the interpretation of many of the terms of certain
of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated obligations regarding
our solutions and technologies. It is our view that we do not distribute our software, since no installation of our software is necessary
and our platform is accessible solely through the "cloud." Nevertheless, this position could be challenged. Any requirement
to disclose our proprietary source code, termination of open source license rights or payments of damages for breach of contract could
be harmful to our business, results of operations or financial condition, and could help our competitors develop products and services
that are similar to or better than ours.

 In addition to risks related to license requirements,
usage of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally
do not provide warranties, controls on the origin or development of the software, or remedies against the licensors. Many of the risks
associated with usage of open source software cannot be eliminated and could adversely affect our business.

 Although we believe that we have complied with
our obligations under the various applicable licenses for open source software, it is possible that we may not be aware of all instances
where open source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding
obligations under open source licenses. We do not have robust open source software usage policies or monitoring procedures in place. We
rely on multiple software programmers to design our proprietary software and we cannot be certain that our programmers have not incorporated
open source software into our proprietary software that we intend to maintain as confidential or that they will not do so in the future.
To the extent that we are required to disclose the source code of certain of our proprietary software developments to third-parties, including
our competitors, in order to comply with applicable open source license terms, such disclosure could harm our intellectual property position,
competitive advantage, results of operations and financial condition. In addition, to the extent that we have failed to comply with our
obligations under particular licenses for open source software, we may lose the right to continue to use and exploit such open source
software in connection with our operations and solutions, which could disrupt and adversely affect our business.

 We rely on search engines and social networking
sites to attract a meaningful portion of our merchants. If we are not able to generate traffic to our website through search engines and
social networking sites, our ability to attract new merchants may be impaired. In addition, if our merchants are not able to generate
traffic to their shops through search engines and social networking sites, their ability to attract consumers may be impaired.

 Many of our merchants locate our website through
internet search engines, such as Google, and advertisements on social networking sites, such as Facebook. The prominence of our website
in response to internet searches is a critical factor in attracting potential merchants to our platform. If we are listed less prominently
or fail to appear in search results for any reason, visits to our website could decline significantly, and we may not be able to replace
this traffic.

 Similarly, many consumers locate our merchants'
shops through internet search engines and advertisements on social networking sites. If our merchants' shops are listed less prominently
or fail to appear in search results for any reason, visits to our merchants' shops could decline significantly. As a result, our
merchants' businesses may suffer, which would affect the ability of such merchants to pay for our solutions.

 Search engines revise their algorithms from time
to time in an attempt to optimize their search results. If search engines modify their algorithms, our website and our merchants'
shops may appear less prominently or not at all in search results, which could result in reduced traffic to our website and to our merchants'
shops.

 Additionally, if the price of marketing our solutions
over search engines or social networking sites increases, we may incur additional marketing expenses or may be required to allocate a
larger portion of our marketing spend to search engine marketing and our business and operating results could be adversely affected. Furthermore,
competitors may in the future bid on the search terms that we use to drive traffic to our website. Such actions could increase our marketing
costs and result in decreased traffic to our website. In addition, search engines or social networking sites may change their advertising
policies from time to time. If any change to these policies delays or prevents us from advertising through these channels, it could result
in reduced traffic to our website and sales of our solutions. As well, new search engines or social networking sites may develop, particularly
in specific jurisdictions that reduce traffic on existing search engines and social networking sites. And if we are not able to achieve
awareness through advertising or otherwise, we may not achieve significant traffic to our website through these new platforms. If we are
unable to continue to successfully promote and maintain our websites, or if we incur excessive expenses to do so, our business and operating
results could be adversely affected.

 Activities of merchants or the content of
their shops could damage our brand, subject us to liability and harm our business and financial results.

 Our terms of service prohibit our merchants from
using our platform to engage in illegal activities and our terms of service permit us to take down a merchant's shop if we become
aware of such illegal use. Merchants may nonetheless engage in prohibited or illegal activities or upload store content in violation of
applicable laws, which could subject us to liability. Furthermore, our brand may be negatively impacted by the actions of merchants that
are deemed to be hostile, offensive, inappropriate or illegal. We do not proactively monitor or review the appropriateness of the content
of our merchants' shops and we do not have control over merchant activities. The safeguards we have in place may not be sufficient
for us to avoid liability or avoid harm to our brand, especially if such hostile, offensive, inappropriate or illegal use is high profile,
which could adversely affect our business and financial results.

 If third-party apps and themes change such
that we do not or cannot maintain the compatibility of our platform with these apps and themes, or if we fail to provide third-party apps
and themes that our merchants desire to add to their shops, demand for our platform could decline.

 The success of our platform depends, in part,
on our ability to integrate third-party apps, themes and other offerings into our third-party ecosystem. Third-party developers may change
the features of their offerings or alter the terms governing the use of their offerings in a manner that is adverse to us. If we are unable
to maintain technical interoperation, our merchants may not be able to effectively integrate our platform with other systems and services
they use. We may also be unable to maintain our relationships with certain third-party vendors if we are unable to integrate our platform
with their offerings. Further, third-party developers may refuse to partner with us or limit or restrict our access to their offerings.
Such changes could functionally limit or terminate our ability to use these third-party offerings with our platform, which could negatively
impact our solution offerings and harm our business. If we fail to integrate our platform with new third-party offerings that our merchants
need for their shops, or to adapt to the data transfer requirements of such third-party offerings, we may not be able to offer the functionality
that our merchants and their customers expect, which would negatively impact our offerings and, as a result, harm our business.

 State tax authorities may seek to assess
state and local business taxes and sales and use taxes. If we are required to collect sales and use taxes in additional jurisdictions,
we might be subject to tax liability for past sales.

 There is a risk that U.S. states could assert
that we are liable for U.S. state and local business activity taxes, which are levied upon income or gross receipts, or for the collection
of U.S. local sales and use taxes. This risk exists regardless of whether we are subject to U.S. federal income tax. States are becoming
increasingly active in asserting nexus for business activity tax purposes and imposing sales and use taxes on products and services provided
over the internet. We may be subject to U.S. state and local business activity taxes if a state tax authority asserts that our activities
or the activities of our non-U.S. subsidiaries are sufficient to establish nexus. We could also be liable for the collection of U.S. state
and local sales and use taxes if a state tax authority asserts that distribution of our solutions over the internet is subject to sales
and use taxes. Each state has different rules and regulations governing sales and use taxes, and these rules and regulations are subject
to varying interpretations that change over time. We review these rules and regulations periodically and, when we believe we are subject
to sales and use taxes in a particular state, voluntarily engage state tax authorities in order to determine how to comply with their
rules and regulations. If a state tax authority asserts that distribution of our solutions is subject to such sales and use taxes, the
additional cost may decrease the likelihood that such merchants would purchase our solutions or continue to renew their subscriptions.

 A successful assertion by one or more states requiring
us to collect sales or other taxes on subscription service revenue could result in substantial tax liabilities for past transactions and
otherwise harm our business. We cannot assure you that we will not be subject to sales and use taxes or related penalties for past sales
in states where we currently believe no such taxes are required. New obligations to collect or pay taxes of any kind could increase our
cost of doing business.

 Risks Related to Laws and Regulations

 Failure to comply with the U.S. Foreign
Corrupt Practices Act, or the FCPA, anti-money laundering, economic and trade sanctions regulations, and similar laws could subject us
to penalties and other adverse consequences.

 We currently operate our business only in the
United States. We are subject to anti-corruption laws and regulations, including the FCPA, and other laws that prohibit the making or
offering of improper payments to foreign government officials and political figures, including anti-bribery provisions enforced by the
Department of Justice and accounting provisions enforced by the SEC. These laws prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by the U.S. and other business entities for the purpose of obtaining or retaining
business. We have implemented policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions
under such laws and regulations; however, there can be no assurance that all of our employees, consultants and agents, including those
that may be based in or from countries where practices that violate U.S. or other laws may be customary, will not take actions in violation
of our policies, for which we may be ultimately responsible.

 In addition, we are subject to anti-money laundering
laws and regulations, including the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, or the BSA. Among other things, the BSA
requires money services businesses (such as money transmitters and providers of prepaid access) to develop and implement risk-based anti-money
laundering programs, report large cash transactions and suspicious activity, and maintain transaction records.

 We are also subject to certain economic and trade
sanctions programs that are administered by the Department of Treasury's Office of Foreign Assets Control, or OFAC, which prohibit
or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals,
and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or
terrorist organizations. Other group entities may be subject to additional foreign or local sanctions requirements in other relevant jurisdictions.

 Similar anti-money laundering and counter terrorist
financing and proceeds of crime laws apply to movements of currency and payments through electronic transactions and to dealings with
persons specified in lists maintained by the country equivalents to OFAC lists in several other countries and require specific data retention
obligations to be observed by intermediaries in the payment process. Our businesses in those jurisdictions are subject to those data retention
obligations.

 Failure to comply with any of these laws and regulations
or changes in this regulatory environment, including changing interpretations and the implementation of new or varying regulatory requirements
by the government, may result in significant financial penalties, reputational harm or change the manner in which we currently conduct
some aspects of our business, which could adversely affect our business, financial condition or results of operations.

 Failure to comply with, or changes in, laws,
regulations and enforcement activities may adversely affect the products, services and markets in which we operate.

 We and our merchants are subject to laws and regulations
that affect the electronic payments industry in the many countries in which our services are used. In particular, our merchants are subject
to numerous laws and regulations applicable to banks, financial institutions, and card issuers in the United States and abroad, and, consequently,
we are at times affected by these foreign, federal, state, and local laws and regulations. The U.S. government has increased its scrutiny
of a number of credit card practices, from which some of our merchants derive significant revenue. Regulation of the payments industry,
including regulations applicable to us and our merchants, has increased significantly in recent years. Failure to comply with laws and
regulations applicable to our business may result in the suspension or revocation of licenses or registrations, the limitation, suspension
or termination of services or the imposition of consent orders or civil and criminal penalties, including fines which could adversely
affect our business, financial condition or results of operations.

 We are also subject to U.S. financial services
regulations, a myriad of consumer protection laws, including economic sanctions, laws and regulations, anticorruption laws, escheat regulations
and privacy and information security regulations. Changes to legal rules and regulations, or interpretation or enforcement of them, could
have a negative financial effect on us. Any lack of legal certainty exposes our operations to increased risks, including increased difficulty
in enforcing our agreements in those jurisdictions and increased risks of adverse actions by local government authorities, such as expropriations.
In addition, certain of our alliance partners are subject to regulation by federal and state authority and, as a result, could pass through
some of those compliance obligations to us, which could adversely affect our business, financial condition or results of operations.

 In particular, the Dodd-Frank Wall Street Reform
and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), recently significantly changed the U.S. financial regulatory system.
Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer Financial Protection
Bureau, or CFPB, to regulate consumer financial products and services (including some offered by our merchants). The CFPB rules, examinations
and enforcement actions may require us to adjust our activities and may increase our compliance costs.

 Separately, under the Dodd-Frank Act, debit interchange
transaction fees that a card issuer receives and are established by a payment card network for an electronic debit transaction are now
regulated by the Board of Governors of the Federal Reserve System, or the Federal Reserve, and must be "reasonable and proportional"
to the cost incurred by the card issuer in authorizing, clearing, and settling the transaction. Effective October 1, 2011, the Federal
Reserve capped debit interchange rates for card issuers operating in the United States with assets of $10 billion or more at the sum of
$0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the card issuer's fraud losses
plus, for qualifying card issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs. Regulations such
as these could result in the need for us to make capital investments to modify our services to facilitate our existing merchants'
and potential merchants' compliance and reduce the fees we are able to charge our merchants. These regulations also could result
in greater pricing transparency and increased price-based competition leading to lower margins and higher rates of merchant attrition.
Furthermore, the requirements of the regulations and the timing of their effective dates could result in changes in our merchants'
business practices, which could change the demand for our services and alter the type or volume of transactions that we process on behalf
of our merchants.

 DMINT and OLBit

 Bitcoin Mining Risks

 We have an evolving business model.

 Cryptocurrencies and blockchain technologies are
relatively new and highly speculative. Bitcoin and blockchain technologies have limited history, and their risks cannot be fully known
at this time. As Bitcoin assets and blockchain technologies become more widely available, we expect the services and products associated
with them to evolve. In order to stay current with the industry, our business model may need to evolve as well. From time
to time, we may modify aspects of our business model relating to our product mix and service offerings. We cannot offer any assurance
that these or any other modifications will be successful or will not result in harm to our business. We may not be able to manage growth
effectively, which could damage our reputation, limit our growth and negatively affect our operating results. Such circumstances
could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have
a material adverse effect on our business, prospects or operations.

 We may not be able to compete with other
companies, some of which have greater resources and experience.

 We may not be able to compete successfully against
present or future competitors. We do not have the resources to compete with larger providers of similar services at this time.
The Bitcoin mining industry has attracted various high-profile and well-established operators, some of which have substantially greater
liquidity and financial resources than we do. With the limited resources we have available, we may experience great difficulties
in building our network of computers and creating an exchange. Competition from existing and future competitors could result in
our inability to secure acquisitions and partnerships that we may need to expand our business. This competition from other entities
with greater resources, experience and reputations may result in our failure to maintain or expand our business, as we may never be able
to successfully execute our business plan.

 The properties included in our mining network
may experience damages.

 Our Bitcoin mining operation in Tennessee is,
and any future mining farms we establish will be, subject to a variety of risks relating to physical condition and operation, including:

 the presence of construction or repair defects or other structural or building damage;

 any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements;

 any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and

 claims by employees and others for injuries sustained at our properties.

 For example, a mine could be rendered
inoperable, temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the
mine. The security and other measures we take to protect against these risks may not be sufficient. Additionally, our mines
could be materially adversely affected by a power outage or loss of access to the electrical grid or loss by the grid of
cost-effective sources of electrical power generating capacity. Given the power requirement, it would not be feasible to run
miners on back-up power generators in the event of a power outage or damage to our primary generators.

 Cryptocurrency exchanges and other trading
venues are relatively new and, in most cases, largely unregulated and may therefore be the subject of fraud and failures.

 When cryptocurrency exchanges or other trading
venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency
prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or to pursue
this segment at all, which would have a material adverse effect on our business, prospects and operations.

 Cryptocurrency market prices depend, directly
or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared
to established, regulated exchanges for securities, commodities or currencies. For example, during the past several years, a number of
Bitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed
exchanges were not compensated or made whole for partial or complete losses of their account balances. While smaller exchanges are less
likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more
likely to be appealing targets for hackers and "malware" (i.e., software used or programmed by attackers to disrupt computer
operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory
enforcement action. We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts
to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk if any such events occur.
In the event we experience fraud, security failures, operational issues or similar events such factors would have a material adverse effect
on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,
prospects and operations.

 Regulatory changes or actions may alter
the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or
operations.

 As cryptocurrencies have grown in both popularity
and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal
while others have allowed their use and trade.

 Governments may in the future curtail or outlaw
the mining, acquisition, use, trading or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then
be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject Bitcoin
mining companies to additional regulation. The effect of any future regulatory change on our business or any Bitcoin mining operation
that may impact our business is impossible to predict, but such change could be substantial and may have a material adverse effect on
our business, prospects and operations.

 The development and acceptance of cryptographic
and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult
to evaluate.

 The use of cryptocurrencies to, among other things,
buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets
based upon a computer-generated mathematical and/or cryptographic protocol. Cryptocurrencies are not recognized as legal tender by any
U.S. or foreign governmental authority, and they are not backed by the full faith and credit of, or endorsed by, any government. The value
of cryptocurrency in respect of any specific transaction is based on the agreement of the parties thereto, and the value of such cryptocurrency
more broadly is based on the agreement of market participants. Currently, a significant portion of cryptocurrency demand is generated
by speculators seeking to profit from short- or long-term price fluctuations. It is doubtful that any given cryptocurrency has any intrinsic
value.

 The growth of this industry in general, and the
use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance
of developing protocols may occur and is unpredictable. The factors include, but are not limited to:

 Continued worldwide growth in the adoption and use of cryptocurrencies;

 Governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems;

 Changes in consumer demographics and public tastes and preferences;

 Our ability to hire and retain employees or engage third-parties with experience in the cryptocurrency industry;

 The maintenance and development of the open-source software protocol of the network;

 The availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

 General economic conditions and the regulatory environment relating to digital assets; and

 Negative consumer sentiment and perception of Bitcoin specifically and cryptocurrencies generally.

 If any of those events occur, it may have a material
adverse effect on our ability to pursue this business segment, which would have a material adverse effect on our business, prospects or
operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors in our
securities.

 Banks and financial institutions may not
provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies
as payment, including financial institutions of investors in our securities.

 A number of companies that provide Bitcoin and/or
other cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank
accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies have had
and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable
to obtain or maintain these services for our business. The difficulty that many businesses that provide Bitcoin and/or other cryptocurrency-related
services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing
the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease its usefulness
and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception
of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing Bitcoin and/or
other cryptocurrency-related services. This could occur as a result of compliance risk, cost, government regulation or public pressure.
The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market
and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result
in the inability of our investors to open or maintain stock or commodities accounts, including the ability to deposit, maintain or trade
our securities. Such factors would have a material adverse effect on our ability to continue as a going concern or to pursue this segment
at all, which would have a material adverse effect on our business, prospects or operations and harm investors.

 The impact of geopolitical events on the
supply and demand for cryptocurrencies is uncertain.

 Crises may motivate large-scale purchases of cryptocurrencies
which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven
purchasing behavior wanes, adversely affecting the value of any cryptocurrencies we hold or expect to acquire for our own account. Such
risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling
gold.

 As an alternative to gold or fiat currencies that
are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply
and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities. Nevertheless,
political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events
would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have
a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect
to acquire for our own account.

 Acceptance and/or widespread use of Bitcoin
is uncertain.

 Currently, there is a relatively small use of
Bitcoin and/or other cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison there is relatively
large use by speculators, which contributes to price volatility.

 The relative lack of acceptance of Bitcoin in
the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance
or decline in acceptances would have a material adverse effect on our ability to pursue this business segment at all, which would have
a material adverse effect on our business, prospects or operations and potentially the value of any Bitcoin we hold or expect to acquire
for our own account.

 Transactional fees may decrease demand for Bitcoin and prevent
expansion.

 As the number of Bitcoin awarded for solving a
block in a blockchain decreases, the incentive for miners to continue to contribute to the Bitcoin network will transition from a set
reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in a
blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for Bitcoin and prevent the
expansion of the Bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of Bitcoin that
could adversely impact an investment in our securities.

 In order to incentivize miners to continue to
contribute to the Bitcoin network, the Bitcoin network may either formally or informally transition from a set reward to transaction fees
earned upon solving a block. This transition could be accomplished by miners independently electing to record in the blocks they solve
only those transactions that include payment of a transaction fee. If transaction fees paid for bitcoin transactions become too high,
the marketplace may be reluctant to accept Bitcoin as a means of payment and existing users may be motivated to switch from Bitcoin to
another cryptocurrency or to fiat currency. Decreased use and demand for Bitcoin may adversely affect its value and result in a reduction
in the price of Bitcoin and the value of our securities.

 Bitcoin inventory, including that maintained by or for us, may
be exposed to cybersecurity threats and hacks.

 As with any computer code generally, flaws in
Bitcoin codes may be exposed by malicious actors. Bitcoin are held in software wallets, which may be subject to cyberattacks. Several
errors and defects have been found previously, including those that disabled some functionality for users and exposed users' information.
Exploitations of flaws in the source code that allow malicious actors to take or create money have previously occurred. If a malicious
actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers)
obtains control of more than 50% of the processing power on a distributed ledger network, such actor or botnet could manipulate the network
to adversely affect the associated cryptocurrency and its users. If a malicious actor or botnet obtains a majority of the processing power
dedicated to mining of Bitcoin, it may be able to alter the distributed ledger network on which transactions of Bitcoin reside and rely
by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all.

 Despite our efforts and processes to prevent breaches,
our devices, as well as our servers, computer systems and those of third parties that we use in our operations, are vulnerable to cyber
security risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic
break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those
of third parties that we use in our operations. Such events could have a material adverse effect on our ability to continue as a
going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
and potentially the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.

 It may be illegal now, or in the future,
to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets
in one or more countries, the ruling of which would adversely affect us.

 Although currently Bitcoin and other cryptocurrencies,
the blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States,
one or more countries may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or
use these digital assets or to exchange for fiat currency. Such restrictions may adversely affect us. Such circumstances would have a
material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse
effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our
own account and harm investors.

 If regulatory changes or interpretations
require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities
Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the Investment Company Act of 1940, as amended,
or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission ("CFTC"),
the Internal Revenue Service ("IRS"), Department of Treasury or other agencies or authorities, we may be required to register
and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations, the required
registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to cease certain
operations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous
to us.

 Current and future legislation and SEC and CFTC
rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which
Bitcoin or other cryptocurrencies are viewed or treated for classification and clearing purposes. In particular, Bitcoin and other cryptocurrencies
may not be excluded from the definition of "security" by SEC rulemaking or interpretation requiring registration of all transactions,
unless another exemption is available, including transacting in Bitcoin amongst owners and require registration of trading platforms as
"exchanges". We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin and other
cryptocurrencies under the law. If we determine not to comply with such additional regulatory and registration requirements, we may seek
to cease certain of our operations in this business segment or be subjected to fines, penalties and other governmental action. Any such
action may adversely affect an investment in us. Such circumstances would have a material adverse effect on our ability to continue as
a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations
and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors.

 Lack of liquid markets, and possible manipulation
of blockchain/Bitcoin-based assets may adversely affect us.

 Digital assets that are represented and trade
on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet
issuers, requiring them to be subjected to rigorous listing standards and rules and monitoring investors transacting on such platform
for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the
platform's controls and other policies. The more lax a distributed ledger platform is about vetting issuers of digital assets or
users that transact on the platform, the higher the potential risk for fraud or the manipulation of digital assets. These factors may
decrease liquidity or volume, or increase volatility of digital securities or other assets trading on a ledger-based system. Such circumstances
may have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a
material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to
acquire for our own account and harm investors.

 If federal or state legislatures or agencies
initiate or release tax determinations that change the classification of Bitcoin as property for tax purposes (in the context of when
such Bitcoin are held as an investment), such determination could have a negative tax consequence on our Company or our stockholders.

 Current IRS guidance indicates that digital assets
such as Bitcoin should be treated and taxed as property, and that transactions involving the payment of Bitcoin for goods and services
should be treated as barter transactions. While such treatment would create a potential tax reporting requirement for any circumstance
where the ownership of Bitcoin passes from one person to another, usually by means of Bitcoin transactions (including off-blockchain transactions),
it preserves the right to apply capital gains treatment to those transactions. Any change to such tax treatment may adversely affect an
investment in our Company.

 Our dependence on third-party software and
personnel may leave us vulnerable to price fluctuations and rapidly changing technology.

 Competitive conditions within the Bitcoin mining
industry require that we use sophisticated technology in the operation of our future Bitcoin mining business segment. We plan to utilize
third-party software applications in our mining operations. Further, some of our operations may be conducted through collaboration with
software providers. The industry for blockchain technology is characterized by rapid technological changes, new product introductions,
enhancements and evolving industry standards. New technologies, techniques or products could emerge that might offer better performance
than the software and other technologies we plan to utilize, and we may have to manage transitions to these new technologies to remain
competitive. We may not be successful, generally or relative to our competitors in the Bitcoin mining industry, in timely implementing
new technology into our systems, or doing so in a cost-effective manner. During the course of implementing any such new technology into
our operations, we may experience the system interruptions and failures discussed above. Furthermore, there can be no assurances that
we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing new technology into our
operations.

 Risks Related to Our Capital Stock

 There is a very limited existing market
for our common stock and we do not know if a more liquid market for our common stock will develop to provide you with adequate liquidity.

 There has been a very limited public market for
our common stock. We cannot assure you that an active trading market for our common stock will develop, or if it does develop, that will
be maintained. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active.
In the absence of a public trading market:

 you may not be able to liquidate your investment in our securities; and

 the market price of our common stock may experience more price volatility.

 The market price of our common stock may
be highly volatile, and you could lose all or part of your investment.

 The trading price of our common stock is likely
to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our
stock price could be subject to wide fluctuations in response to a variety of factors, which include:

 whether we achieve our anticipated corporate objectives;

 actual or anticipated fluctuations in our quarterly or annual operating results;

 changes in financial or operational estimates or projections;

 changes in the economic performance or market valuations of companies similar to ours; and

 general economic or political conditions in the United States or elsewhere.

 In addition, the stock market in general, and
the stock of companies that are competitive to us in particular, have experienced extreme price and volume fluctuations that have often
been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect
the market price of our common stock, regardless of our actual operating performance.

 If our shares become subject to the penny
stock rules, it would become more difficult to trade our shares.

 The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided
that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we
do not retain a listing on a national securities exchange and if the price of our common stock is less than $5.00, our common stock will
be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require
that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser's written acknowledgment
of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and
dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the
secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

 As a "thinly-traded" stock,
large sales can place downward pressure on our stock price.

 Our stock experiences periods when it could be
considered "thinly traded". Financing transactions resulting in a large number of newly issued shares that become readily
tradable, or other events that cause current stockholders to sell shares, could place further downward pressure on the trading price of
our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares to sell
the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

 We could issue additional common stock,
which might dilute the book value of our capital stock.

 The Company may issue all or a part of its authorized
but unissued shares of common stock. Any such stock issuance could be made at a price that reflects a discount or a premium to the then-current trading
price of our common stock. In addition, in order to raise future capital, we may need to issue securities that are convertible into or
exchangeable for a significant amount of our common stock. These issuances, if any, would dilute your percentage ownership interest in
the Company, thereby having the effect of reducing your influence on matters on which stockholders vote. You may incur additional dilution
if holders of stock options or warrants, whether currently outstanding or subsequently granted, exercise their options, or if warrant
holders exercise their warrants to purchase shares of our common stock. As a result, any such issuances or exercises would dilute your
interest in the Company and the per share book value of the common stock that you owned, either of which could negatively affect the trading
price of our common stock and the value of your investment.

 Shares eligible for future sale may adversely
affect the market for our common stock.

 As of April 1, 2025, there are 856,313 warrants
to purchase shares of our common stock outstanding (with a weighted average exercise price of $68.33 and 20,000 outstanding options to
purchase shares of common stock (with a weighted average exercise price of $0.10. If and when these securities are exercised into shares
of our common stock, the number of our shares of common stock outstanding will increase. Such increase in our outstanding shares, and
any sales of such shares, could have a material adverse effect on the market for our common stock and the market price of our common stock.

 In addition, from time to time, all of our current
stockholders are eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open
market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, after
satisfying a six month holding period: (i) affiliated stockholders (or stockholders whose shares are aggregated) may, under certain circumstances,
sell within any three month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common
stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale and (ii) non-affiliated stockholders
may sell without such limitations, provided that we are current in our public reporting obligations. Rule 144 also permits the sale of
securities by non-affiliates that have satisfied a one year holding period without any limitation or restriction. Any substantial
sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price
of our securities.

 Because certain principal stockholders own
a large percentage of our voting stock, other stockholders' voting power may be limited.

 As of April 1, 2025, Ronny Yakov, our chief executive officer, owned
or controlled approximately 23.99% of our outstanding voting stock. Accordingly, Mr. Yakov has the ability to have a substantial
influence on matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any
merger, consolidation or sale of all or substantially all of our assets. As a result, our other stockholders may have little influence
over matters submitted for stockholder approval. In addition, the ownership of Mr. Yakov could preclude any unsolicited acquisition
of us, and consequently, adversely affect the price of our common stock. Further, he may make decisions that are adverse to our interests.

 As an "emerging growth company"
under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders without information or
rights available to stockholders of more mature companies.

 For as long as we remain an "emerging growth
company", we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not "emerging growth companies" including, but not limited to:

 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 taking advantage of an extension of time to comply with new or revised financial accounting standards;

 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 We expect to take advantage of these reporting
exemptions until we are no longer an "emerging growth company." Because of these lessened regulatory requirements, our stockholders
would be left without information or rights available to stockholders of more mature companies.

 Because we have elected to use the extended
transition period for complying with new or revised accounting standards for an "emerging growth company" our financial statements
may not be comparable to companies that comply with public company effective dates.

 We have elected to use the extended transition
period for complying with new or revised accounting standards for an emerging growth company. This election allows us to delay the adoption
of new or revised accounting standards that have different effective dates for public and private companies until those standards apply
to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public
company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison
to other public companies, which may have a negative impact on the value and liquidity of our common stock.

 Anti-takeover provisions in our charter
documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our
common stock.

 The anti-takeover provisions of the Delaware
General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination
with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control
would be beneficial to our existing stockholders. In addition, our certificate of incorporation, as amended (which we refer to as the
certificate of incorporation), and bylaws, as amended (which we refer to as the bylaws), may discourage, delay or prevent a change in
our management or control over us that stockholders may consider favorable. Our certificate of incorporation and bylaws:

 provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

 provide that special meetings of stockholders may be called by a majority vote of our board of directors or at least 25% of shares held by our stockholders;

 not provide stockholders with the ability to cumulate their votes; and

 provide that a majority of our stockholders (over 50%) and a vote by the majority of our board may amend our bylaws.

 We do not expect to pay dividends for the
foreseeable future.

 We do not expect to pay dividends on our common
stock offered in this transaction for the foreseeable future. Accordingly, any potential investor who anticipates the need for current
dividends should not purchase our securities.

 Risks Related to Public Companies

 Our failure to
meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

 If we fail
to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum stock price requirement,
Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and
would impair your ability to sell or purchase our securities when you wish to do so. In the event of a delisting, we can provide no assurance
that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize
the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum stock price
requirement or prevent future non-compliance with Nasdaq's listing requirements. Additionally, if our securities are not
listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation
system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited
than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a
market can be established or sustained.

 On May 16, 2023, we received written notice from
the Listing Qualifications Department of Nasdaq notifying us that, for a period of 30 consecutive business days, we failed to maintain
a minimum closing bid price of $1.00 as required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until November 13, 2023, to regain compliance. On November
14, 2023, the Company received a letter (the "Extension Notice") from Nasdaq notifying the Company that it had been granted
an additional 180-day period, or until May 13, 2024, to regain compliance with Nasdaq Listing Rule 5550(b)(1).

 On March 20, 2024, the board of directors approved
a reverse stock split in the amount of 1 for 10 shares and recommended that the stockholders approve the reverse stock split in the same
amount at a meeting of the stockholders to be held on April 26, 2024. The purpose of the reverse stock split is to have the shares of
common stock trade in excess of $1.00 per share so that the company will be in compliance with the NASDAQ minimum share price requirement.
There can be no assurance that the stock price, after the reverse stock split, if approved by the stockholders, will continue to trade
above $1.00 per share. Furthermore, there can be no assurances that the stock price after the one for 10 reverse stock split will not
trade below the amount equal to 10 times these stock price per share on the date of the reverse stock split.

 We incur substantial costs as a result of
being a public company and our management expects to devote substantial time to public company compliance programs.

 As a public company, we incur significant legal,
insurance, accounting and other expenses, including costs associated with public company reporting. We intend to invest resources to comply
with evolving laws, regulations and standards, and this investment will result in increased general and administrative expenses and may
divert management's time and attention from product development and commercialization activities. If our efforts to comply with
new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to
practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. These laws and regulations
could make it more difficult and costlier for us to obtain director and officer liability insurance for our directors and officers, and
we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it
more difficult for us to attract and retain qualified executive officers and qualified members of our board of directors, particularly
to serve on our audit and compensation committees. In addition, if we are unable to continue to meet the legal, regulatory and other requirements
related to being a public company, we may not be able to maintain the listing of our common stock on The NASDAQ Capital Market, which
would likely have a material adverse effect on the trading price of our common stock.

 Securities analysts may not continue to
provide coverage of our common stock or may issue negative reports, which may have a negative impact on the market price of our common
stock.

 Since completing our public offering of shares
of our common stock in August 2020, a limited number of securities analysts have been providing research coverage of our common stock.
If securities analysts do not continue to cover our common stock, the lack of research coverage may cause the market price of our common
stock to decline. The trading market for our common stock may be affected in part by the research and reports that industry or financial
analysts publish about our business. If one or more of the analysts who elect to cover us downgrade our stock, our stock price could decline
rapidly. If one or more of these analysts cease coverage of us, we could lose visibility in the market, which in turn could cause our
stock price to decline. In addition, under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and a global settlement among the
Securities and Exchange Commission, or the SEC, other regulatory agencies and a number of investment banks, which was reached in 2003,
many investment banking firms are required to contract with independent financial analysts for their stock research. It may be difficult
for a company such as ours, with a smaller market capitalization, to attract independent financial analysts that will cover our common
stock. This could have a negative effect on the market price of our stock.

 Item 1B. Unresolved Staff Comments

 Not applicable.

 Item 1C. Cybersecurity

 We have processes for assessing, identifying,
and managing material risks from cybersecurity threats. These processes are integrated into our overall risk management systems, as overseen
by our Board, primarily through its Audit Committee. These processes also include overseeing and identifying risks from cybersecurity
threats associated with the use of third-party service providers. We conduct risk assessments of certain third-party providers before
engagement and have established monitoring procedures in an effort to assess and mitigate potential data security exposures originating
from third parties. We from time to time engages third-party consultants, legal advisors, and audit firms in evaluating and testing our
risk management systems and assessing and remediating certain potential cybersecurity incidents as appropriate.

 Governance

 Board of Directors

 The Audit Committee of our Board oversees, among
other things, the adequacy and effectiveness of our internal controls, including internal controls designed to assess, identify, and manage
material risks from cybersecurity threats. The Audit Committee is informed of material risks from cybersecurity threats pursuant to the
escalation criteria as set forth in our disclosure controls and procedures. Further, our management team reports on cybersecurity matters,
including material risks and threats, to the Audit Committee. Our management team also provides updates annually or more frequently as
appropriate to the full Board.

 Management

 Under the oversight of the Audit Committee, and
as directed by our Chief Executive Officer, the Company's Systems Application Manager, is primarily responsible for the assessment
and management of material cybersecurity risks and the Company's annual security audits to meet the payment industry expectations.
Our management team holds a regular cybersecurity and business continuity reviews to evaluate data security exposures, control effectiveness
and necessary remediation actions. The Systems Application Manager is also supported by a third-party information technology consulting
services provider who helps oversee our information technology systems and provides cross-functional support for cybersecurity risk management
and facilitates the response to any cybersecurity incidents.

 Our Systems Application Manager oversees our cybersecurity
incident response plan and related processes that are designed to assess and manage material risks from cybersecurity threats. Our Systems
Application Manager also coordinates with our legal counsel and third parties, such as consultants and legal advisors, to assess and manage
material risks from cybersecurity threats. Our management team is informed about the effectiveness of the prevention, detection, mitigation,
and remediation of cybersecurity incidents pursuant to criteria set forth in our incident response plan and related processes.

 Our Audit Committee is responsible for overseeing
the establishment and effectiveness of controls and other procedures, including controls and procedures related to the public disclosure
of material cybersecurity matters. Our Systems Application Manager, or a delegate, informs the Chief Executive Officer of certain cybersecurity
incidents that may potentially be determined to be material pursuant to escalation criteria set forth in our incident response plan and
related processes. The CEO also notifies the audit committee chair of any material cybersecurity incidents.

 As of the date of this Report, we are not aware
of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its
business strategy, results of operations, or financial condition and that are required to be reported in this Report. For further discussion
of the risks associated with cybersecurity incidents, see the cybersecurity risk factor included in the section entitled "Item 1A.
Risk Factors" in this Report.

 Item 2. Property

 For our corporate headquarters we currently rent shared office space
at 1120 Avenue of the Americas, 4 th Floor, New York, New York which can be 150 square feet. The monthly services fee is $2,765,
with a 6% increase with a rental renewal, and a communications fee of $150 per month. Per the terms of the Agreement, the fees for the
first and 13 th month of the term (if extended beyond the initial term) shall be waived. The initial term of the Agreement is
for one year, commenced on September 1, 2022 and on August 31, 2023 the term automatically extended on a month-to-month basis and will
continue to automatically extend monthly if the Company does not provide at least 60 days prior notice.

 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.

 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 12 months increasing each year thereafter. The total rent
for the entire lease term is $162,435 and $4,397 is payable as a security deposit.

 Item 3. Legal Proceedings

 The Company is engaged ongoing litigation with FFS relating to a breach
of contract in connection with the Acquired Merchant Portfolio whereby the Company is making a claim to recover the purchase price of
the Acquired Merchant Portfolio and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio. In addition,
in connection with the litigation with FFS, the Company has also made a claim against Clear Fork Bank (the "Bank"), the payment
processing bank for the Acquired Merchant Portfolio, for damages the Company suffered as a result of it having to cease processing transactions
for the merchants underlying the Acquired Merchant Portfolio. The Bank has filed a counterclaim for fees incurred by it in connection
with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company. However, the damages claimed
have been materially reduced over time due to account balancing which was not completed at the time of the counterclaim.

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

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

 Item 4. Mine Safety Disclosures

 Not applicable.

 PART II.

 Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 After August 11, 2020, our common stock was trading
under the symbol "OLB" on the NASDAQ Capital Market ("NASDAQ"). Prior to August 11, 2020, our common stock was
quoted under the symbol "OLBG" on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. ("OTC Pink"),
where an established public trading market for our common stock did not exist.

 At April 1, 2025 there were approximately 150
holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock
held in street name. The transfer agent and registrar for our common stock is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor Portland,
OR 97204. Their telephone number is (503) 227-2950.

 Dividend Policy

 We have never paid any cash dividends and intend,
for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our
future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements
and investment opportunities.

 Recent Issuance of Unregistered Securities

 On January 16, 2024, the Company issued 39,211
shares of common stock to its VP of Finance, Patrick Smith. The shares were issued for bonus compensation of $300,000 that was accrued
as of December 31, 2023 (see Note 14).

 On January 16, 2024, the Company issued 78,421
shares of common stock to its CEO, Ronny Yakov. The shares were issued for bonus compensation of $600,000 that was accrued as of December
31, 2023 (see Note 14).

to purchase a total of 1,187,919 pre-split shares of common stock (118,792 post-split) for $4,079 (see Note 9 and Note 14).

 On January 24, 2024, Mr. Smith exercised options
to purchase a total of 381,069 pre-split shares of common stock (38,107 post-split) for $2,761 (see Note 9 and Note 14).

sold 478,637 shares of common stock from its ATM Offering, for total proceeds of $1,090,890.

issued 2,500 shares of common stock as a charitable contribution. The shares were valued at $1.89, the closing price on the date of grant,
for total non-cash expense of $4,725.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 None.

 Item 6. [Reserved]

 Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operation

 The following discussion and analysis of our
consolidated financial condition and results of operations for years ended December 31, 2024 and 2023 should be read in conjunction
with the consolidated financial statements and notes related thereto included elsewhere in this report.

 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, OmniSoft, and CrowdPay, though substantially all of our revenue has been
generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019).
We expect to build out our OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that
we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.

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

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

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

 On May 14, 2021, the Company formed 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 money transmission and transactional business.

 On July 23, 2021, we formed our wholly owned subsidiary,
DMINT, Inc. ("DMINT"), to operate in the Bitcoin mining industry, specifically the mining of Bitcoin. DMINT initiated the
first phase of its 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, 2024, DMINT has 1,000 computers and had 400 computers online and mining for Bitcoin.
In February 2023, it re-deployed all of the computers to its Selmer, Tennessee location. At December 31, 2024, DMINT had mined 57.74 Bitcoin.
The Company is currently in the process of spinning off DMINT into a stand-alone entity.

 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.

 On January 3, 2022, the Company entered into a
share exchange agreement with all of the stockholders 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 stockholder of the Company, owned 100% of the outstanding equity of Crowd
Ignition.

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

 On June 15, 2023, the Company entered into a Membership
Interest Purchase Agreement with SDI Black 001, LLC ("Seller") whereby the Company acquired from Seller 80.01% of the membership
interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a 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 second Membership Interest Purchase Agreement with the minority member of the LLC (the "Agreement")
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
State of Delaware 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. Immediately 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 were 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

 Year Ended December 31, 2024 Compared to
the Year Ended December 31, 2023

 For the year ended December 31, 2024, we had total revenue of $12,838,988
compared to $30,571,637 of revenue for the year ended December 31, 2023, a decrease of $17,732,649 or 58%. We earned $9,684,152 in transaction
and processing fees, $75,575 in merchant equipment sales, $521,268 in revenue from monthly recurring subscriptions, $413,332 of revenue
from the Bitcoin Mining segment, and $2,144,661 of digital product revenue; compared to $27,096,245 in transaction and processing fees,
$89,532 in merchant equipment sales, $312,565 in revenue from monthly recurring subscriptions, $538,718 of revenue from the Bitcoin Mining
Segment and $2,534,577 of digital product revenue. We had a decrease of revenue for our transaction and processing fees of $17,412,093,
a decrease of $125,386 of bitcoin mining revenue, a decrease of $208,703 from the monthly recurring subscriptions, a decrease in merchant
equipment sales of $13,957 and a decrease of $389,916 of digital product revenue.

 Transaction and processing revenue decreased as
a result of the loss of the CBD portfolio. Bitcoin revenue decreased due to the price of bitcoin dropping in 2024 compared to 2023. Monthly
recurring subscription revenue decreased due to less subscriptions.

 For the year ended December 31, 2024, we had processing
and servicing costs of $10,669,238 compared to $21,181,499 of processing and servicing costs for the year ended December 31, 2023, a decrease
of $10,512,261 or 49.6%. Processing and servicing costs decreased in conjunction with the decreased revenue.

 Amortization expense for the year ended December
31, 2024 was $533,805 compared to $4,172,117 for the year ended December 31, 2023, a decrease of $3,638,312 or 87.2%. We record amortization
expense on our merchant portfolio, trademarks and natural gas purchase rights. The decrease in the current period is due to the
write off of the CBD portfolio as of December 31, 2023, therefore no amortization was recorded for the asset during the year ended December
31, 2024.

 Depreciation expense for our Bitcoin Mining Segment
was $2,616,137 for the year ended December 31, 2024 compared to $2,560,015 for the year ended December 31, 2023, an increase of $56,122
or 2.2%.

 Salary and wage expense for the year ended December
31, 2024 was $2,932,948 compared to $3,817,508 for the year ended December 31, 2023, a decrease of $884,560 or 23.2%. The decrease is
due to a decrease in headcount.

 Professional fees for the year ended December
31, 2024 were $1,939,542 compared to $2,336,785 for the year ended December 31, 2023, a decrease of $397,243 or 17%. Professional fees
consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees.

 General and Administrative ("G&A")
expense for the year ended December 31, 2024, was $2,861,300 compared to $7,078,947 for the year ended December 31, 2023, a decrease of
$4,217,647 or 59.6%. The decrease was mainly due to a $788,700 decrease in banking fees, a decrease of $295,500 in Computer & Software
Expenses, a $353,700 decrease in Utility Expense and a $550,450 decrease in contracted services.

 For the year ended December 31, 2024, we had total impairment expense
of $2,962,469 related to Dmint's exclusive agreement to purchase natural gas. For the year ended December 31, 2023, we had total
impairment expense of $12,902,788. $12,642,857 was for the write down of the Acquired Merchant Portfolio. There was also an impairment
of $259,931 related to the Bitcoin miners owned by DMINT.

 For the year ended December 31, 2024, we recognized
a realized gain from the sale of bitcoin of $222,751 and an unrealized gain on investment of $274,731. We also had interest expense of
$45,942. For the year ended December 31, 2023, we recognized a realized gain from the sale of bitcoin of $288,584 and an unrealized gain
on investment of $23,662. We also had other income of $40,320 and interest expense of $148,483.

 Our net loss for year ended December 31, 2024,
was $11,224,911 compared to $23,273,939 for year ended December 31, 2023. We had a decrease in our net loss of $12,049,028 for the reasons
discussed above.

 Liquidity and Capital Resources

 Changes in Cash Flows

 Operating Activities

 For the year ended December 31, 2024, we used
$2,600,036 of cash in operating activities, which included our net loss offset by $3,149,942 for amortization and depreciation expense,
$406,500 for stock-based compensation, impairment expense of $2,962,469, a realized gain of $222,751 from the sale of bitcoin and a realized
gain on investment of $274,731 and net changes in operating assets and liabilities of $2,598,309.

 For the year ended December 31, 2023, we received $2,046,922 of cash
in operating activities, which included our net loss offset by $6,732,132 for amortization and depreciation expense, $727,758 for stock-based
compensation, impairment expense of $12,902,788, a realized gain of $288,584 from the sale of bitcoin and an unrealized gain on investment
of $23,662 and net changes in operating assets and liabilities of $5,274,238.

 Investing Activities

 For the year ended December 31, 2024, we received
$332,893 of cash used for investing activities. We received $548,393 from the sale of investment and used $215,500 to purchase the
remaining 19.99% interest in the LLC.

 For the year ended December 31, 2023, we used
$2,080,113 of cash used for investing activities. We used $1,225,148 for property and equipment, $4,965 for purchase of intangible assets
and $850,000 the purchase of an 80.01% interest in Cuentas SDI, LLC.

 Financing Activities

 For the year ended December 31, 2024, we received
net cash of $2,115,843 from financing activities as a result of receiving $1,191,282 from our CEO, $1,090,890 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 $31,750. We made repayments
on our note payable of $204,919.

 For the year ended December 31, 2023, we used
net cash of $221,829 in financing activities as a result of a cash overdraft obtained in an acquisition of $8,050 and payments on a note
payable of $226,457 along with $12,678 in advances from related parties.

 Liquidity and Capital Resources

 At December 31, 2024, the Company had cash of
$27,436 and negative working capital of $8,650,939.

 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 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 December 31, 2024, the ATM
Offering has resulted in net proceeds of $1,090,890.

 During the twelve months ended December 31, 2024,
Mr. Yakov made payments on behalf of the Company in the amount of $1,191,282. As of December 31, 2024, the Company owes Mr. Yakov $1,203,960.

 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 March
31, 2026. 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.

 The Company has reviewed its cash flow activity during 2024 and projected
cash flow forecast for 2025 and 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. Based on projected cash to
be used in operations to be offset by expected proceeds from the ATM program and loan proceeds from Ronny Yakov under the loan agreement,
the Company believes it has sufficient liquidity in order to sustain operations for at least the twelve months following the filing of
this Annual Report. However, management recognizes that it may be required to obtain additional resources to successfully execute its
business plans. No assurances can be given that management will be successful in raising additional capital, if needed, or on acceptable
terms. Without raising additional capital, either via additional advances made pursuant to the ATM, related party loan or from other sources,
there is substantial doubt about the Company's ability to continue as a going concern through March 31, 2026. The accompanying 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.

 Significant Accounting Policies

 Refer to Note 2 of our financial statements contained
elsewhere in this Form 10-K for a summary of our significant accounting policies and recently adopting and issued accounting standards.

 Item 7A. 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 are not required to provide the information under this item.

 Item 8. Financial Statements and Supplementary Data

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 587)

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 6258)

 Consolidated Balance Sheets at December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 F- 1

 7915 FM 1960 W

 Suite 220

 Houston, TX 77070

 www.rbsmllp.com

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Stockholders of

 OLB Group, Inc. and Subsidiaries

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheet of OLB Group, Inc. and subsidiaries (the "Company") as of December 31, 2024, and the related consolidated statement
of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2024, and the related notes (collectively
referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the
year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 The Company's Ability to Continue as
a Going Concern

 The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company
has recurring losses from operations, limited cash flow, and an accumulated deficit. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note
3. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our opinion
is not modified with respect to that matter.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /s/ RBSM LLP

 We have served as the Company's auditor since 2024.

 Houston, TX

 PCAOB ID Number 587

 F- 2

 Report of Independent Registered Public Accounting
Firm

 Board of Directors and Stockholders

 The OLB Group, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheet of The
OLB Group, Inc. as of December 31, 2023, and the related consolidated statements of operations, changes in stockholders' equity,
and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of The OLB Group, Inc. as of December
31, 2023, and the results of its operations and its cash flows for the year then ended in conformity accounting principles generally accepted
in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility of the entity's
management. Our responsibility is to express an opinion on the entity's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to The OLB Group, Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The OLB Group, Inc. is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

 Stock Based Compensation (Note 9)

 During the year ended December 31, 2023, the Company was to grant stock
options to their CEO, Ronny Yakov, to purchase 200,000 shares of common stock pursuant to the terms of his employment agreement, however,
there were delays that resulted in the options being issued and then exercised subsequent to December 31, 2023. As a result of the delay,
the Company failed to initially capture the option grant in their books. Upon discovery of this oversight the Company used the Black Scholes
Merton option pricing model to calculate the grant date fair value of the award which required a number of inputs based on management's
estimates.

 In order to audit the grant date fair value for Mr. Yakov's
option grant we had to review the specific terms of the award and had to review the Company's calculation of fair value and determine
the reasonableness of each input into the calculation, which included a determination of the grant date, along with estimates of expected
life and volatility.

 Also during our audit, we had to test the reasonableness of the stock-based
compensation recorded by the Company and noted that in addition to the value captured for Mr. Yakov's options it included amounts
the Company had to capture related to options granted in prior years due to compensation expense being recognized over service periods
and/or based on the expected timing of a performance, market, or service condition being met. To audit this amount, we had to obtain support
for options issued as far back as 2018 and review the terms and valuations of all grants.

 Accordingly, testing the Company's stock-based compensation
was challenging, time consuming, and there was subjectivity involved with complex auditor judgment due to the estimates that had to be
tested, all of which resulted in significant audit effort. As a result of our audit procedures adjustments were recorded to ensure recorded
equity and expense amounts were reasonable.

 F- 3

 Business Combination (Note 7)

 During the year ended December 31, 2023, the Company entered
into a Membership Interest Purchase Agreement that was accounted as a business combination under ASC 805 which required the Company to
determine the fair market value of assets acquired, liabilities assumed, and the non-controlling interest.

 As this disclosure was considered material to the financial
statements, we identified a risk of material misstatement related to this transaction. In order to audit the Company's business
combination, we reviewed managements analysis of the transaction, obtained an understanding of all aspects of the transaction, and completed
our own detailed analysis of the accounting literature governing business combinations to ensure the accounting treatment was reasonable.
We also reviewed the reasonableness of the fair value estimates for all recorded amounts.

 Due to the extensive analysis of the transaction as well
as the judgment and subjectivity that was involved in applying audit procedures there was significant audit effort required to ensure
the transaction was properly accounted for.

 Bitcoin Mining Transactions (Note 2)

 The Company's operations and activities include bitcoin
mining and the exchange of bitcoin for U.S. dollars and such transactions have inherent audit complexities associated with them. The Company
has entered into a third-party subscription agreement to monitor their bitcoin activity and has entered into a digital asset mining pool
contract with a third-party to provide computing power in exchange for earning bitcoin. The Company has used significant judgment to determine
its accounting for its bitcoin mining revenue and it took significant time, effort, and subjectivity during our audit to ensure revenue
and exchange transactions were properly stated.

 In order to test the Company's recognition of revenue
we obtained a detailed understanding of the Company's operations and its third party-contracts and arrangements. We evaluated the
Company's compliance with accounting standards and we completed detailed testing to ensure we could rely on third party reports.
We corroborated recorded transactions with data recorded on public blockchain networks and we independently calculated the value of bitcoin
received to ensure recorded revenue amounts were reasonable. We also independently calculated the gain/loss on all exchanges of bitcoin
for U.S. dollars to ensure amounts were accurately recorded in accordance with the Company's policies and procedures. We ensured
all bitcoin transactions were reasonably recorded and ensured the Company's disclosures in their financial statements regarding
such were adequate.

 Intangible Assets and Goodwill Impairment (Note 2 and
Note 4)

 The Company evaluates for impairment of intangible assets
by first evaluating for impairment indicators, which requires significant judgment, and then by completing a recoverability test to compare
the carrying value of each asset with the sum of the undiscounted cash flows expected to result from the use and eventual disposition
of the assets, which can depend on estimates and assumptions. If the carrying amount is in excess of the undiscounted cash flows the Company
calculates a fair value for the asset, which can also be based on subjectivity, estimates, and judgments, and ensures the carrying amount
is not in excess of its fair value.

 The Company evaluates goodwill for impairment at least
annually at the reporting unit level and compares the carrying amount of goodwill to its fair value. Accordingly, the Company has to use
significant judgment, assumptions, and subjectivity to determine it reporting units and the fair value of their goodwill. As of December
31, 2023 the Company engaged a valuation specialist to assist with the fair value calculations.

 During our audit we identified potential impairment as
a risk of material misstatement, as the intangible assets and goodwill values had balances and disclosures that were material to the financial
statements. In order to test the Company's intangible asset for impairment, we had to analyze each material intangible asset and
use significant auditor judgment and subjectivity to review impairment indicators based on Company operations and the nature of the intangible
assets, review undiscounted cash flow amounts where we noted no significant amounts that were necessary to test, and had to test fair
value amounts by obtaining third party market data, which required significant audit effort.

 In order to test the Company's goodwill impairment,
we had to use significant auditor judgement to gain comfort in the Company's reporting unit(s) by completing an overall analysis
of the Company's business and operations. We also had to gain comfort with the expertise and experience of the third-party valuation
expert and review the techniques and valuation approach used by the expert for reasonableness. Lastly, we reviewed all inputs and/or underlying
data used by the valuation expert to ensure the fair value associated with the goodwill was reasonable.

 Property and Equipment (Note 5)

 During the year ended December 31, 2023 the Company incurred
significant costs related to the build out of their bitcoin mining warehouse and an audit risk was identified related to the value and
recoverability of their assets. Significant audit effort was required to ensure the property and equipment was recorded properly, that
depreciation expense was reasonable, and that asset values were recoverable.

 During our audit we had to obtain sufficient corroborating
evidence regarding the timing of asset receipt and the assets existence at the reporting date. We also had to recalculate all depreciation
amounts and complete a detailed impairment analysis which required auditor subjectivity. We ensured the Company's property and equipment
was reasonably stated at its recoverable value and ensured the disclosures for such were accurate.

 /s/ Mac Accounting Group & CPAs, LLP

 We have served as The OLB Group Inc.'s auditor since 2023.

 Midvale, Utah

 April 15, 2024

 F- 4

 Consolidated Balance Sheets

 2024

 2023

 ASSETS

 Current Assets:

 Cash

 $
 27,436

 $
 179,006

 Accounts receivable, net

 100,621

 466,890

 Prepaid expenses

 18,075

 184,913

 Other receivables

 599,575

 403,999

 Investment in equity securities

 —

 273,662

 Other current assets

 —

 312,103

 Total Current Assets

 745,707

 1,820,573

 Other Assets:

 Property and equipment, net

 5,871,751

 Intangible assets, net

 3,724

 3,500,246

 Goodwill

 Operating lease right-of-use assets

 —

 Other long-term assets

 Total Other Assets

 11,933,822

 17,907,838

 TOTAL ASSETS

 $
 12,679,529

 $
 19,728,411

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Cash overdraft

 $
 31,750

 $
 —

 4,216,194

 3,526,689

 1,151,803

 1,017,708

 Preferred dividend payable (related party)

 543,509

 418,606

 Merchant portfolio purchase installment obligation

 Related party payable

 1,203,960

 12,678

 Operating lease liability – current portion

 46,491

 —

 Note payable – current portion

 202,939

 258,819

 Total Current Liabilities

 9,396,646

 7,234,500

 Long Term Liabilities:

 Notes payable, net of current portion

 —

 149,039

 Operating lease liability – net of current portion

 —

 Total Liabilities

 9,490,515

 7,383,539

 Commitments and contingencies (Note 10)

 Stockholders' Equity:

 Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding

 —

 —

 Series A Preferred stock, $ 0.01 par value, 10,000 shares
authorized, 1,021 shares issued and outstanding at December 31, 2024 and 2023

 Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 2,289,930
and 1,534,408 shares issued, 2,277,313 and 1,521,791 shares outstanding at December 31, 2024 and 2023, respectively

 Treasury stock, at cost, 12,617 shares at December 31, 2024 and 2023

)

)

 Additional paid-in capital

 71,098,571

 68,910,370

 Accumulated deficit

 ( 67,799,807
)

 ( 56,574,896
)

 Total stockholders' equity of The OLB Group and Subsidiaries

 3,189,014

 12,225,648

 Noncontrolling interest

 —

 119,224

 Total Stockholders' Equity

 3,189,014

 12,344,872

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 12,679,529

 $
 19,728,411

 T he accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

 Consolidated Statements of Operations

 For the Years Ended

 2024

 2023

 Revenue:

 Transaction and processing fees

 $
 9,684,152

 $
 27,096,245

 Merchant equipment rental and sales

 75,575

 89,532

 Revenue, net - bitcoin mining

 Other revenue from monthly recurring subscriptions

 521,268

 312,565

 2,144,661

 2,534,577

 Total revenue

 12,838,988

 30,571,637

 Operating expenses:

 Processing and servicing costs, excluding merchant portfolio amortization

 10,669,238

 21,181,499

 Amortization expense

 533,805

 4,172,117

 Depreciation expense

 2,616,137

 2,560,015

 Salaries and wages

 2,932,948

 3,817,508

 Professional fees

 1,939,542

 2,336,785

 General and administrative expenses

 2,861,300

 7,078,947

 Impairment expense

 2,962,469

 12,902,788

 Total operating expenses

 24,515,439

 54,049,659

 Loss from operations

 ( 11,676,451
)

 ( 23,478,022
)

 Other income (expense):

 Realized gain on sale of bitcoin

 222,751

 288,584

 Unrealized gain on investment

 274,731

 23,662

 Interest expense

 ( 45,942
)

 ( 148,483
)

 Other income

 —

 40,320

 Total other income

 451,540

 204,083

 Net loss before income taxes

)

)

 Income tax expense

 —

 —

 Net loss

)

)

 Net loss attributed to noncontrolling interest

 —

 93,276

 Net loss attributed to The OLB Group and Subsidiaries

)

 ( 23,180,663
)

 Preferred dividends (related party)

)

)

 Net Loss Applicable to Common Stockholders

 $
 ( 11,349,814
)

 $
 ( 23,304,885
)

 Net loss per common share, basic and diluted

 $
 ( 6.10
)

 $
 ( 15.33
)

 Weighted average shares outstanding, basic and diluted

 1,860,538

 1,520,371

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

 F- 6

 Consolidated Statements of Changes in Stockholders'
Equity

 For the Years Ended December 31, 2024 and 2023

 Preferred Stock

 Stock

 Additional

 Paid

 Treasury

 Accumulated

 Non-Controlling

 Amount

 Amount

 In
 Capital

 Stock

 Deficit

 Interest

 Total

 Balance
 at December 31, 2022

 1,021

 1,508,155

 68,141,837

)

 ( 33,394,233
)

 —

 34,637,777

 stock issued for accrued liabilities-related party

 —

 —

 13,636

 164,997

 —

 —

 —

 164,998

 Preferred
 stock dividends-related party

 —

 —

 —

 —

)

 —

 —

 —

)

 Recognition
 of noncontrolling interest in acquisition

 —

 —

 —

 —

 —

 —

 —

 212,500

 212,500

 Stock-based
 compensation

 —

 —

 —

 —

 727,758

 —

 —

 727,758

 Net
 loss

 —

 —

 —

 —

 —

 —

 ( 23,180,663
)

 ( 93,276
)

)

 Balance
 at December 31, 2023

 1,021

 1,521,791

 68,910,370

)

 ( 56,574,896
)

 119,224

 12,344,872

 stock issued for exercise of options

 —

 —

 156,899

 6,824

 —

 6,840

 stock sold for cash

 —

 —

 478,637

 1,090,842

 —

 1,090,890

 stock issued to related parties for accrued liabilities

 —

 —

 117,632

 899,988

 —

 —

 —

 900,000

 Preferred
 stock dividends-related party

 —

 —

 —

 —

)

 —

 —

 —

)

 Stock-based
 compensation

 —

 —

 —

 —

 406,500

 —

 —

 —

 406,500

 issued for charitable contribution

 2,500

 —

 4,725

 —

 —

 4,725

 Adjustment
 for 10 for 1 reverse stock split

 —

 —

 ( 146
)

 —

 —

 —

 —

 —

 —

 Derecognition
 of non controlling interest

 —

 —

 —

 —

 ( 95,775
)

 —

 —

 ( 119,224
)

 ( 214,999
)

 Net
 loss

 —

 —

 —

 —

 —

 —

)

 —

)

 Balance
 at December 31, 2024

 1,021

 $

 2,277,313

 $

 $
 71,098,571

 $
)

 $
 ( 67,799,807
)

 $
 —

 $
 3,189,014

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

 F- 7

 Consolidated Statements of Cash Flows

 For the Years Ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by and used in operations:

 Depreciation and amortization

 3,149,942

 6,732,132

 Impairment expense

 2,962,469

 12,902,788

 Stock based compensation

 406,500

 727,758

 Common stock issued for charitable contribution

 4,725

 —

 Operating lease expense, net of repayment

 ( 3,809
)

 Unrealized gain on investment

 ( 274,731
)

 ( 23,662
)

 Realized gain on sale of bitcoin

 ( 222,751
)

 ( 288,584
)

 Changes in assets and liabilities:

 Accounts receivable

 366,269

 570,473

 Prepaid expenses and other current assets

 507,938

 1,008,645

 Other long-term assets

 —

 106,965

 689,505

 2,729,797

 1,034,597

 858,358

 Net cash provided by (used in) operating activities

 ( 2,600,306
)

 2,046,922

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Acquisition of property and equipment

 —

 ( 1,225,148
)

 Purchase of intangible assets

 —

 ( 4,965
)

 Proceeds from sale of investment

 548,393

 —

 Purchase of 80.01 % interest in Moola Cloud, LLC

 —

 ( 850,000
)

 Purchase of 19.99 % interest in Moola Cloud, LLC

 ( 215,500
)

 —

 Net cash used in investing activities

 332,893

 ( 2,080,113
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Cash overdraft acquired in acquisition

 —

 ( 8,050
)

 Cash overdraft

 31,750

 —

 Common stock sold for cash

 1,090,890

 —

 Advances from related party

 1,191,282

 12,678

 Proceeds from exercise of options – related party

 6,840

 —

 Repayments on note payable

 ( 204,919
)

 ( 226,457
)

 Net cash (used) provided by financing activities

 2,115,843

 ( 221,829
)

 Net change in cash

 ( 151,570
)

 ( 255,020
)

 Cash – beginning of year

 179,006

 434,026

 Cash – end of year

 $
 27,436

 $
 179,006

 Cash paid for:

 Interest

 $
 —

 $
 —

 Income taxes

 $
 —

 $
 —

 Non-cash investing and financing transactions:

 Common stock issued for accrued liabilities

 $
 900,000

 $
 164,998

 Preferred stock dividends

 $
 124,903

 $
 124,222

 Cancellation of operating leases

 $
 —

 $
 174,090

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

 F- 8

 Notes to the Consolidated Financial Statements

 December 31, 2024

 NOTE 1 – BACKGROUND

 Background

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

 Fintech Services:

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

 CrowdPay.us, Inc. ("CrowdPay") is
a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 -$ 50,000,000 of various types of securities
under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date, the activities of this subsidiary have
been nominal.

 OmniSoft, Inc. ("OmniSoft") operates
a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allow customers
to sell a store's products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared
to the overall business.

 On May 14, 2021, the Company formed its wholly
owned subsidiary, OLBit, Inc. ("OLBit"). The purpose of OLBit is to hold the Company's assets and operate its business
related to its emerging lending and transactional business leveraging the Company's Bitcoin Business and Fintech Services business.
To date, the activities of this subsidiary have been nominal.

 On June 15, 2023, the Company entered into a Membership
Interest Purchase Agreement (the "Agreement") with SDI Black 001, LLC ("Seller") whereby the Company acquired
 80.01 % of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the "LLC"). The LLC owns the
platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey (see Note
7).

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

 Bitcoin Mining Business:

 On July 23, 2021, the Company formed its wholly
owned subsidiary, DMINT, Inc., ("DMINT"). The purpose of DMINT is to operate its business related to Bitcoin mining ("Bitcoin
Business").

 On June 24, 2022 the Company formed DMINT Real
Estate Holdings, Inc., a wholly-owned subsidiary of DMINT. The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate
related to DMINT. Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers
are located.

 F- 9

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The Company's consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 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 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 consolidated financial statements.

 All significant intercompany transactions and
balances have been eliminated.

 Fair Value of Financial Instruments

 The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The
three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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

 Level 2: Pricing inputs other than quoted prices
in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

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

 The carrying amount of the Company's financial
assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair
value because of the short maturity of those instruments. The Company's notes payable represents the fair value of such instruments
as the notes bear interest rates that are consistent with current market rates.

 Concentration of Credit Risk

 Financial instruments that potentially expose
the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company's cash is deposited with
major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount ("FDIC").
As of December 31, 2024 and 2023, 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
December 31, 2024 and 2023. (see Note 17).

 F- 10

 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 years ended December 31, 2024 and 2023 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 years
ended December 31, 2024 and 2023, does not include 20,000 and 125,468 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.

 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 December 31, 2024 and 2023, the carrying value
of the Company's bitcoin was $ 0 and $ 312,565, respectively. As of December 31, 2023, the Company had 11.14 bitcoin on hand which
had a fair value of $ 470,633 based on the price of bitcoin of approximately $ 42,265. For the years ended December 31, 2024 and 2023, we
recorded a realized gain on our bitcoin transactions of $ 222,751 and $ 288,584, 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.

 F- 11

 The Company capitalizes all capital assets utilizing
the following criteria:

 All land acquisitions;.

 All buildings/facilities acquisitions and new construction;

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

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

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

 Computer equipment costing more than $ 5,000; and

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

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

 Item

 Useful Life

 Computer equipment

 3 years

 Software

 10 years

 Office furniture

 5 Years

 Buildings and improvements

 30 years

 Intangible Assets

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

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

 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.

 F- 12

 During the years ended December 31, 2024 and 2023, it was determined
that the Company's mining equipment and intangible assets were impaired per our analysis completed in accordance with ASC 360-10,
and all was written down to fair value. As a result, the Company recognized impairment expense of $ 2,962,469 for the year ended December
31, 2024. For the year ended December 31, 2023, the Company recognized impairment expense of $ 12,902,788 which included a write down of
$ 259,931 for mining equipment and a write down of $ 12,642,857 for intangible assets (see Note 4).

 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 December 31, 2024 and 2023.

 A summary of goodwill as of December 31, 2024,
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 (see Note 7)

 1,281,673

 Goodwill balance as of December 31, 2024

 $

 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 December 31, 2024 and 2023, respectively. This balance represents an amount related to the ongoing lawsuit with
FFC. As of December 31,2024, 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 years ended December 31, 2024 and 2023 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded
as of December 31, 2024 and 2023.

 F- 13

 Revenue Recognition

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

 For the Years Ended

 2024

 2023

 Transaction and processing fees from wholesale contracts

 $
 8,279,042

 $
 26,073,349

 Transaction and processing fees from retail contracts

 1,405,110

 1,022,896

 Other transaction and processing fees, revenue from monthly recurring subscriptions, and merchant equipment rental and sales

 596,843

 402,097

 Bitcoin mining revenue

 2,144,661

 2,534,577

 Total revenue from contracts with customers

 $
 12,838,988

 $
 30,571,637

 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.

 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.

 F- 14

 Merchant equipment rental and sales

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

 Monthly recurring subscriptions

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

 Cryptocurrency mining:

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

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

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

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

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

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

 F- 15

 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.

 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 December 31, 2024 and 2023, 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.

 F- 16

 Recent Accounting Pronouncements

 In December 2023, the FASB issued ASU No. 2023-08,
Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments
in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets
at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided
to investors about an entity's crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions,
and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024,
including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that
have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them
as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a cumulative-effect adjustment to the
opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting
period in which an entity adopts the amendments. The Company has not yet adopted ASU No. 2023-08 and is currently evaluating the impact
that the adoption will have on the Company's financial statement presentation and disclosures.

 NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

 The Company's 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 December 31, 2024, the Company had cash of approximately
$ 27,000, accounts receivable of approximately $ 101,000, prepaid expenses of approximately $ 18,000 and other receivables at $ 599,600. At
December 31, 2024 the Company has accounts payable and accrued expenses of approximately $ 5,912,000. To date, the Company has generated
cash flows from issuances of equity and indebtedness and during the year ended December 31, 2024 reported net cash used by operating activities
in excess of approximately $ 2,600,000.

 On February 16, 2024, The OLB Group, Inc. (the
"Company") entered into an Equity Distribution Agreement (the "Agreement") with Maxim Group LLC ("Maxim")
to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common stock, par value $ 0.0001 per
share, from time to time having an aggregate offering amount of up to $ 15,000,000 (the "Shares") during the term of the Agreement
through Maxim, as sales agent (the "ATM Offering"). The Company has agreed to pay Maxim a commission equal to 3.0 % of the
gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its costs
and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.
The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-255152) filed with the Securities
and Exchange Commission that was declared effective on May 3, 2021. On February 20, 2024, the Company filed a prospectus supplement registering
up to $ 3,900,000 of Shares relating to the ATM Offering with the Securities and Exchange Commission.

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

 Management believes that its current available resources will be sufficient
to fund the Company's planned expenditures over the next 12 months. However, management recognizes that it may be required to obtain
additional resources to successfully execute its business plans. No assurances can be given that management will be successful in raising
additional capital, if needed, or on acceptable terms. Without raising additional capital, either via additional advances made pursuant
to the ATM, related party loan or from other sources, there is substantial doubt about the Company's ability to continue as a going
concern through March 31, 2026. The accompanying 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 financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company not continue as a going concern.

 NOTE 4 – INTANGIBLE ASSETS

 Intangible assets consist of the following:

 2024

 2023

 Merchant portfolios

 $
 2,409,965

 $
 2,409,965

 Less accumulated amortization

 ( 2,409,965
)

 ( 2,322,182
)

 Net residual portfolios

 $
 —

 $
 87,783

 Trade name

 $
 2,500,000

 $
 2,500,000

 Less accumulated amortization

 ( 2,500,000
)

 ( 2,500,000
)

 Net trade name

 $
 —

 $
 —

 Exclusive agreement to purchase natural gas

 $
 4,499,952

 $
 4,499,952

 Less accumulated amortization

 ( 4,499,952
)

 ( 1,087,489
)

 Net mineral rights

 $
 —

 $
 3,412,463

 Domain name

 $
 4,965

 $
 —

 Less accumulated amortization

 ( 1,241
)

 —

 Net mineral rights

 $
 3,724

 $
 —

 Total intangible assets, net

 $
 3,724

 $
 3,500,246

 F- 17

 Due to the ongoing litigation with FFS relating
to a breach of contract in connection with the Acquired Merchant Portfolio (see Note 15), the Company has written off the asset and recognized
a $ 12,642,857 loss on impairment for the year ended December 31, 2023.

impaired its agreement to purchase natural gas and recognized a $ 2,962,469 loss on impairment for the year ended December 31, 2024.

 Amortization expense for the years ended December
31, 2024 and 2023 was $ 533,805 and $ 4,172,117, respectively.

 NOTE 5 – PROPERTY AND EQUIPMENT

 Property and equipment consisted of the following:

 2024

 2023

 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

 ( 8,291,590
)

 ( 5,673,878
)

 Property and Equipment, net

 $

 $
 5,871,751

 During the year ended December 31, 2023 the Company
wrote off $ 524,965 worth of assets with a net book value of zero due to the assets no longer being in use and wrote off bitcoin mining
equipment no longer in use, recognizing a loss on impairment of $ 259,931. Depreciation expense for the years ended December 31, 2024 and
2023 was $ 2,616,137 and $ 2,560,015, 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. During the years ended December 31, 2024 and
2023, the Company recognized a realized gain of $ 274,731 and $ 23,662, respectively. During the year ended December 31, 2024, the Company
redeemed the Fund and received proceeds of $ 548,393. As of December 31, 2024 and 2023, the investment in equity securities was $0 and
$ 273,662, respectively.

 NOTE 7 – BUSINESS COMBINATIONS

 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 Cuentas SDI, LLC, a Florida limited liability company (the "LLC") for a purchase price of $ 850,000.

 The Company accounted for the transaction as a business combination
under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of
the acquisition date as outlined in the table below. The consolidated income statement for the year ended December 31, 2023, includes
$ 2,534,577 of revenue and $ 3,001,190 of expenses of Cuentas SDI, LLC from the date of acquisition (June 15, 2023) through December
31, 2023 for a net loss of $ 466,613.

 The excess of the purchase price over the estimated
fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill.
The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 80.01 % of their
controlling interest. The goodwill represents expected synergies from the combined operations and the acquired base of current and prior
merchants to which we hope to sell our merchant services.

 F- 18

 The allocation of the purchase price and the estimated
fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

 Consideration

 Consideration issued

 $
 850,000

 Identified assets, liabilities, and noncontrolling interest

 Property and equipment, net

 141,337

 Cash overdraft

 ( 8,050
)

 Customer deposits

 ( 45,806
)

 ( 283,626
)

 ( 23,028
)

 Noncontrolling interest

 ( 212,500
)

 Total identified assets, liabilities, and noncontrolling interest

 ( 431,673
)

 Excess purchase price allocated to goodwill

 $
 1,281,673

 Had the business combination taken place as of
January 1, 2023 the Company would have recorded $ 4,541,090 in revenues and $ 138,459 in losses for the year ended December 31,
2023.

 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 SDI.

 NOTE 8 – 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 years ended December 31, 2024 and 2023, the Company made repayments of $ 204,919 and
$ 226,547, respectively. As of December 31, 2024 and 2023, the note payable balance was $ 202,939 and $ 407,858, respectively. The Company
is currently in negotiations with VFS to extend the term of the loan.

 NOTE 9 – STOCK OPTIONS

 On January 3, 2023, the Company granted stock
options to purchase 200,000 pre-split ( 20,000 post-split) shares of common stock pursuant to the terms of the Company's
employment agreement with Mr. Yakov. The options have a one year vesting term and an exercise price of $ 0.01 per share pre-split
($ 0.10 per share post-split). The aggregate fair value of the options totaled $ 541,999 based on the Black Scholes Merton pricing
model using the following estimates: exercise price of $ 0.01, 1.63 % risk free rate, 295 % volatility and expected life of the options
of 10 years. The fair value of the options was recognized over the vesting period with a credit to additional paid in capital.

 During the year ended December 31, 2023, the option
granted to Mr. Yakov on January 1, 2018 to purchase 6,667 shares of common stock expired; therefore, the Company has shown those
options as expired as of December 31, 2023.

 On January 3, 2024, the Company granted stock options to purchase 200,000
pre-split ( 20,000 post-split) shares of common stock pursuant to the terms of the Company's employment agreement with Mr. Yakov.
 50 % of the options vested immediately, 25 % of the options vest on the one-year anniversary of the grant, and 25 % of the options vest on
the two-year anniversary of the grant. The options have an exercise price of $ 0.01 per share pre-split ($ 0.10 per share post-split). The
aggregate fair value of the options totaled $ 541,999 based on the Black Scholes Merton pricing model using the following estimates: exercise
price of $ 0.01 (pre-split pricing), 1.63 % risk free rate, 295 % volatility and expected life of the options of 10 years. The fair value
of the options will be recognized over the vesting period with credits to additional paid in capital.

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079 (see Note 12 and Note 14).

 F- 19

 On January 24, 2024, Mr. Smith exercised options
to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761 (see Note 12 and Note 14).

 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 January 1, 2023

 137,566

 $
 0.04

 Granted

 20,000

 $
 0.10

 Exercised

 —

 $
 —

 Expired

 ( 667
)

 $
 0.01

 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

 Shares exercisable at December 31 2024

 $
 0.10

 $
 19,700

 During the years ended December 31, 2024 and 2023
the Company recognized $ 406,500 and $ 727,758, respectively, in stock-based compensation related to the above-mentioned options. As of
December 31, 2024 there was $ 135,500 of unrecognized expense for the above-mentioned options is expected to extend for 1.26 years and
the weighted average contractual term of the options outstanding and of the option exercisable were 9.01 years.

 NOTE 10 – 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, 2022

 856,313

 $
 68.33

 3.00

 Underwriter Warrant Exercised

 —

 $
 —

 Outstanding, December 31, 2023

 856,313

 $
 68.33

 2.60

 Warrants Exercised

 —

 $
 —

 Outstanding, December 31, 2024

 856,313

 $
 68.33

 1.49

 NOTE 11 – OPERATING LEASES

 On June 24, 2020, eVance, Inc. ("eVance") entered
into a Lease Agreement (the "Lease") with Pergament Lodi, LLC (the "Lessor") relating to approximately 4,277 square
feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400. The term of the Lease was for thirty-nine ( 39) months
commencing September 1, 2020. The monthly base rent was $ 8,019 for the first twelve (12) months increasing thereafter to $ 8,768. The
total rent for the entire lease term was $ 323,812and $ 8,768 is payable as a security deposit. The first three months of rent were
abated as eVance was not in default of any portion of the Lease. The lease has been extended on a month-to-month basis with a base rent
of $ 8,554 per month.

 On January 11, 2022, DMINT entered into two leases
(the "Leases") in Bradford, Pennsylvania relating to a combined 10,000 square feet of property located at the Bradford Regional
Airport Authority multi-tenant building in Lafayette Township. The Leases were each for a term of five years, ending on the later of the
date of occupancy and November 10, 2026. The monthly base rent for "Cell 3", comprising 4,000 square feet, was $ 1,667 per
month. The monthly base rent for "Cell 4", comprising 6,000 square feet, was $ 2,500 per month. The total rent for the entire
lease term of the Leases was $ 250,000 and $ 8,768 was payable as a security deposit.

 F- 20

 On March 29, 2023, DMINT entered into a Surrender
and Release Agreement with Bradford Regional Airport Authority relating to the property in Bradford, Pennsylvania whereby DMINT agreed
to pay $ 50,000 in exchange for an early termination of the Leases. March 31, 2023 was the final day DMINT occupied the property and all
operations were moved to the Selmer, Tennessee building owned by the Company.

 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 increasing each year thereafter. The
total rent for the entire lease term is $ 162,435 and $ 4,397 is payable as a security deposit.

 Lease expense for the years ended December 31,
2024 and 2023, was $ 147,575 and $ 212,448, 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

 2024

 Asset

 Operating lease asset

 Right of use asset

 $

 Total lease asset

 $

 Liability

 Operating lease liability – current portion

 Current operating lease liability

 $
 46,491

 Operating lease liability – noncurrent portion

 Long-term operating lease liability

 Total lease liability

 $
 140,360

 Lease obligations at December 31, 2024 consisted
of the following:

 For the year ended December 31:

 2025

 $
 48,406

 2026

 49,858

 2027

 51,354

 2028

 8,791

 Total payments

 $
 158,409

 Amount representing interest

 $
 ( 18,049
)

 Lease obligation, net

 140,360

 Less current portion

 ( 46,491
)

 Lease obligation – long term

 $

 NOTE 12 – STOCKHOLDERS' EQUITY

 On January 16, 2024, the Company issued 39,211
shares of common stock to Mr. Smith. The shares were issued for bonus compensation of $ 300,000 that was accrued as of December 31, 2023
(see Note 14).

 On January 16, 2024, the Company issued 78,421
shares of common stock to Mr. Yakov. The shares were issued for bonus compensation of $ 600,000 that was accrued as of December 31, 2023
(see Note 14).

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079 (see Note 9 and Note 14).

 On January 24, 2024, Mr. Smith exercised options
to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761 (see Note 9 and Note 14).

sold 478,637 shares of common stock from its ATM Offering, for total proceeds of $ 1,090,890.

 F- 21

 During the year ended December 31, 2024, the Company issued 2,500 shares
of common stock as a charitable contribution. The shares were valued at $ 1.89, the closing price on the date of grant, for total non-cash
expense of $ 4,725.

 During the year ended December 31, 2024, there
was an increase to additional paid in capital for stock option expense of $ 406,500.

 During the year ended December 31, 2024, there was a decrease to additional
paid in capital for Series A preferred stock dividend expense of $ 124,903.

 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 were 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 issued 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 1,810,200 shares after taking
into account an adjustment of 146 common shares due to the fact that no fractional shares were issued. The shares of Common Stock underlying
the Company's outstanding stock options and warrants were 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.
All shares reported in these financial statements have been retroactively restated to reflect the Reverse Stock Split as though it had
occurred as of January 1, 2023.

 Refer to Note 14 for common stock issued to related
parties.

 NOTE 13 – PREFERRED STOCK

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

 Series A Preferred Stock

 On August 7, 2020, we filed a Certificate of Designations, Preferences
and Rights of Series A Preferred Stock (the "Certificate of Designations") with the Secretary of State of Delaware. The
Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated
value (the "Stated Value") of $ 1,000 per share. As of December 31, 2024 and 2023 there were 1,021 shares of Series A
Preferred Stock issued and outstanding. Holders of Series A Preferred Stock are entitled to the following rights and preferences.

 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.

 F- 22

 Voting

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

 Liquidation Preference

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

 NOTE 14 – RELATED PARTY TRANSACTIONS

 As
of December 31, 2022, the Company was obligated to issue shares worth of $ 165,000 to Directors for their service and a provision for this
compensation was accrued in the balance sheet as of December 31, 2022. During the year ended December 31, 2023, the Company issued 41,322
shares of common stock to Alina Dulimof and Amir Sternhell, Directors, and issued 53,719 shares of common stock to Ehud Ernst, Director,
to extinguish the $ 165,000 liability. The shares were valued at $ 1.21, the closing stock price on the date of grant.

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079.

 On January 24, 2024, Mr. Smith exercised options to purchase a total
of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761.

 On
February 14, 2023, a shareholder reported to the Company that they had incurred short swing profits of $ 114,654 in connection with a series
of purchases and sales of the Company's stock on the open market. The shareholder disgorged such short-swing profits to the Company
on February 28, 2023, and the Company recorded other income in the consolidated statement of operations.

 During December 2024 and 2023, Mr. Yakov made
payments on behalf of the Company in the amount of $ 1,191,282 and $ 12,678, respectively. The amount is non-interest bearing and due on
demand.

 During the years ended December 31, 2024 and 2023,
the Company accrued $ 124,903 and $ 124,222, respectively, for dividends on the Series A preferred stock held by Mr. Yakov. As of December
31, 2024 and 2023, total accrued dividends on the Series A preferred stock due to Mr. Yakov is $ 543,509 and $ 418,606, respectively.

 F- 23

 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 twelve percent ( 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.

 Refer to Note 9 for options to purchase shares
of common stock issued to related parties.

 NOTE 15 – 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.

 F- 24

 NOTE 16 – INCOME TAX

 Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 Net deferred tax assets consist of the following
components as of December 31:

 2024

 2023

 Deferred Tax Assets:

 NOL Carryover

 $
 9,602,900

 $
 7,624,402

 Allowance for Doubtful Accounts

 56,100

 56,120

 Depreciation and amortization

 4,135,700

 3,193,891
)

 Less valuation allowance

 ( 13,794,700
)

 ( 10,874,413
)

 Net deferred tax assets

 $
 —

 $
 —

 The income tax provision differs from the amount
of income tax determined by applying the U.S. federal income tax rate to pre-tax income from continuing operations for the period ended
December 31, due to the following:

 2024

 2023

 Book loss

 $
 ( 2,357,000
)

 $
 ( 4,868,000
)

 State taxes

 ( 674,000
)

 ( 1,391,000
)

 Meals and entertainment

 1,300

 Stock based compensation

 109,800

 196,495

 Non deductible expenses -legal fees

 —

 —

 NOLs expired

 —

 253,646

 Other adjustments

 —

 ( 70,584
)

 Valuation allowance

 2,920,300

 5,878,143

 $
 —

 $
 —

 At December 31, 2024, the Company had operating loss carry forwards
of approximately $ 35,600,000, $ 2,600,000 of which expire from 2024 – 2040, and no expiration on the remaining amount. In accordance
with Section 382 of the Internal Revenue code, the usage of the Company's net operating loss carryforwards may be limited in the
event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section
382.

 NOTE 17 – 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.

 F- 25

 The following tables detail revenue, operating
expenses, and assets, liabilities and equity for the Company's reportable segments for the year ended December 31, 2023.

 Fintech

 Mining

 Consolidated
 Total

 ASSETS

 Current Assets:

 Cash

 $
 178,361

 $

 $
 179,006

 Accounts receivable, net

 466,890

 —

 466,890

 Prepaid expenses

 86,075

 98,838

 184,913

 Other receivables

 5,016

 398,983

 403,999

 Investment in equity securities

 —

 273,662

 273,662

 Other current assets

 —

 312,103

 312,103

 Total Current Assets

 736,342

 1,084,231

 1,820,573

 Other Assets:

 Property and equipment, net

 74,894

 5,796,857

 5,871,751

 Intangible assets, net

 87,782

 3,412,464

 3,500,246

 Goodwill

 —

 Other long-term assets

 —

 Total Other Assets

 8,698,517

 9,209,321

 17,907,838

 TOTAL ASSETS

 $
 9,434,859

 $
 10,293,552

 $
 19,728,411

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 $
 3,021,422

 $
 505,267

 $
 3,526,689

 1,017,708

 —

 1,017,708

 Preferred dividend payable (related party)

 418,606

 —

 418,606

 Merchant portfolio purchase installment obligation

 —

 Related party payable

 12,678

 —

 12,678

 Note payable – current portion

 258,819

 —

 258,819

 Due to/from intercompany

 ( 22,278,243
)

 22,278,243

 —

 Total Current Liabilities

 ( 15,549,010
)

 22,783,510

 7,234,500

 Long Term Liabilities:

 Notes payable, net of current portion

 149,039

 —

 149,039

 Operating lease liability – net of current portion

 —

 —

 —

 Total Liabilities

 ( 15,399,971
)

 22,783,510

 7,383,539

 Stockholders' Equity:

 Series A Preferred stock

 —

 Common stock

 —

 Treasury stock

)

 —

)

 Additional paid-in capital

 68,910,370

 —

 68,910,370

 Accumulated deficit

 ( 44,084,940
)

 ( 12,489,956
)

 ( 56,574,896
)

 Total stockholders' equity

 24,715,604

 ( 12,489,956
)

 12,225,648

 Noncontrolling interest

 119,224

 —

 119,224

 Total Stockholders' Equity

 24,834,828

 ( 12,489,956
)

 12,344,872

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 9,434,857

 $
 10,293,554

 $
 19,728,411

 F- 26

 Fintech

 Mining

 Consolidated
 Total

 Revenue:

 Transaction and processing fees

 $
 27,096,245

 $
 —

 $
 27,096,245

 Merchant equipment rental and sales

 89,532

 —

 89,532

 Revenue, net - bitcoin mining

 —

 Other revenue from monthly recurring subscriptions

 312,565

 —

 312,565

 2,534,577

 —

 2,534,577

 Total revenue

 30,032,919

 30,571,637

 Operating expenses:

 Processing and servicing costs, excluding merchant portfolio amortization

 21,181,499

 —

 21,181,499

 Amortization expense

 3,722,122

 449,995

 4,172,117

 Depreciation expense

 61,602

 2,498,413

 2,560,015

 Salaries and wages

 2,759,181

 1,058,327

 3,817,508

 Professional fees

 2,167,852

 168,933

 2,336,785

 General and administrative expenses

 4,965,686

 2,113,261

 7,078,947

 Impairment expense

 12,642,857

 259,931

 12,902,788

 Total operating expenses

 47,500,799

 6,548,860

 54,049,659

 Loss from operations

 ( 17,467,880
)

 ( 6,010,142
)

 ( 23,478,022
)

 Other income (expense):

 Realized gain on sale of bitcoin

 —

 288,584

 288,584

 Unrealized gain on investment

 23,662

 —

 23,662

 Interest expense

 ( 148,483
)

 —

 ( 148,483
)

 Other income

 40,320

 —

 40,320

 Total other income

 ( 84,501
)

 288,584

 204,083

 Net loss

 ( 17,552,381
)

 ( 5,721,558
)

)

 Net loss attributed to noncontrolling interest

 93,276

 —

 93,276

 Net loss attributed to The OLB Group and Subsidiaries

 ( 17,459,105
)

 ( 5,721,558
)

 ( 23,180,663
)

 Preferred dividends (related party)

)

 —

)

 Net Loss Applicable to Common Stockholders'

 $
 ( 17,583,327
)

 $
 ( 5,721,558
)

 $
 ( 23,304,885
)

 F- 27

 The following tables detail revenue, operating
expenses, and assets for the Company's reportable segments for the year ended December 31, 2024.

 Fintech

Mining

 Consolidated

Total

 ASSETS

 Current Assets:

 Cash

 $

 27,125

 $

 $

 27,436

 Accounts receivable, net

 100,621

 —

 100,621

 Prepaid expenses

 18,075

 —

 18,075

 Other receivables

 200,592

 398,983

 599,575

 Total Current Assets

 346,413

 399,294

 745,707

 Other Assets:

 Property and equipment, net

 —

 Intangible assets, net

 3,724

 —

 3,724

 Goodwill

 —

 Operating lease right-of-use assets

 Other long-term assets

 —

 Total Other Assets

 8,679,783

 11,933,822

 TOTAL ASSETS

 $

 9,026,196

 $

 3,653,333

 $

 12,679,529

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities:

 Cash overdraft

 $

 31,750

 $

 —

 $

 31,750

 3,666,838

 549,356

 4,216,194

 1,080,863

 70,940

 1,151,803

 Preferred dividend payable (related party)

 543,509

 —

 543,509

 Merchant portfolio purchase installment obligation

 —

 Related party payable

 1,171,960

 32,000

 1,203,960

 Operating lease liability – current portion

 46,491

 —

 46,491

 Note payable – current portion

 202,939

 —

 202,939

 Due to/from intercompany

 ( 22,629,401

)

 22,629,401

 —

 Total Current Liabilities

 ( 13,885,051

)

 23,281,697

 9,396,646

 Long Term Liabilities:

 Operating lease liability – net of current portion

 —

 Total Liabilities

 ( 13,791,182

)

 23,281,697

 9,490,515

 Stockholders' Equity:

 Series A Preferred stock

 —

 Common stock

 —

 Treasury stock

)

 —

)

 Additional paid-in capital

 71,098,571

 —

 71,098,571

 Accumulated deficit

 ( 48,171,443

)

 ( 19,628,364

)

 ( 67,799,807

)

 Total stockholders' equity

 22,817,378

 ( 19,628,364

)

 3,189,014

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $

 9,026,196

 $

 3,653,333

 $

 12,679,529

 F- 28

 Fintech

 Mining

 Consolidated
 Total

 Revenue:

 Transaction and processing fees

 $
 9,684,152

 $
 —

 $
 9,684,152

 Merchant equipment rental and sales

 75,575

 —

 75,575

 Revenue, net - bitcoin mining

 Other revenue from monthly recurring subscriptions

 521,268

 —

 521,268

 2,144,661

 —

 2,144,661

 Total revenue

 12,425,656

 12,838,988

 Operating expenses:

 Processing and servicing costs, excluding merchant portfolio amortization

 10,669,238

 —

 10,669,238

 Amortization expense

 83,810

 449,995

 533,805

 Depreciation expense

 73,319

 2,542,818

 2,616,137

 Salaries and wages

 1,932,528

 1,000,420

 2,932,948

 Professional fees

 1,601,566

 337,976

 1,939,542

 General and administrative expenses

 2,098,120

 763,180

 2,861,300

 Impairment expense

 —

 2,962,469

 2,962,469

 Total operating expenses

 16,458,581

 8,056,858

 24,515,439

 Loss from operations

 ( 4,032,925
)

 ( 7,643,526
)

 ( 11,676,451
)

 Other income (expense):

 Realized gain on sale of bitcoin

 —

 222,751

 222,751

 Unrealized gain on investment

 274,731

 274,731

 Interest expense

 ( 45,942
)

 —

 ( 45,942
)

 Total other income

 ( 45,942
)

 497,482

 451,540

 Net loss

 ( 4,078,867
)

 ( 7,146,044
)

)

 Preferred dividends (related party)

)

 —

)

 Net Loss Applicable to Common Stockholders'

 $
 ( 4,203,770
)

 $
 ( 7,146,044
)

 $
 ( 11,349,814
)

 NOTE 18 – 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 December 31, 2024 and 2023. Legal proceedings regarding
this matter began in 2022 and have continued through 2024, see Note 15.

 NOTE 19 – SUBSEQUENT EVENTS

 In accordance with SFAS 165 (ASC 855-10) management
has performed an evaluation of subsequent events through, April 15, 2025, the date that the financial statements were issued and has determined that is
has the following material subsequent events to disclose in these financial statements.

 Subsequent to December 31, 2024, the Company sold
 90,762 shares of common stock from its ATM Offering, for total proceeds of $ 187,913.

 Subsequent to December 31, 2024, Mr. Yakov made payments on behalf
of the company in the amount of $ 10,848.

 F- 29

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 On July 15, 2024, the Company decided to not engage
Mac Accounting Group & CPAs, LLP ("MAC"), the Company's independent registered public accounting firm, for the Company's
audit and therefore dismissed the firm effective immediately. During the fiscal year ended December 31, 2023, MAC's audit reports
on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles. There were no disagreements between the Company and MAC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to MAC's
satisfaction, would have caused MAC to make reference in connection with MACs report to the subject matter of the disagreement; and there
were no "reportable events" as the term is described in Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of
material weaknesses in the Company's internal controls over financial reporting as disclosed in Part II, Item 9A of the Company's
Form 10-K for the year ended December 31, 2023.

 On July 15, 2024, the Company approved the engagement
of RBSM LLP ("RBSM") as the Company's new independent registered public accounting firm, effective immediately.
During the fiscal years ended December 31, 2023 and 2024 and through the date of this Current Report on Form 8-K, neither the Company
nor anyone acting on its behalf consulted RBSM with respect to (i) the application of accounting principles to a specified transaction,
either completed or proposed, nor the type of audit opinion that might be rendered on the Company's financial statements, and neither
a written report was provided to the Company nor oral advice provided that RBSM concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement
or a "reportable event" as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

 Item 9A. Controls and Procedures.

 Management's Report Disclosure Controls
and Procedures

 During the fourth quarter of the year ended December
31, 2024, 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, in light of the material weaknesses described below, 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 error 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.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed
to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.

 Our management assessed the effectiveness of the
Company's internal control over financial reporting at December 31, 2024, and this assessment identified the following material
weaknesses in our internal control over financial reporting:

 1)
 The
Company has an insufficient control environment. Specifically, the Company lacks policies to ensure they maintain adequate documentation,
the Company does not have a formal process or policy to ensure there is adequate documentation of board approval for related party transactions,
and the Company's board does not include an independent financial expert.

 2)
 The
Company lacks adequate accounting processes and controls. Specifically, the Company does not have appropriate reviews, reconciliations,
or financial close processes to ensure the financial statements are free from material misstatement.

 3)
 The
Company lacks adequate accounting resources. Specifically, the Company does not have the processes and resources to ensure complex analysis
of accounting issues, requiring high levels of accounting knowledge and expertise, is completed timely or in sufficient detail.

 In making its assessment of internal control over
financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control—Integrated Framework (2013). Management has concluded that, at December 31, 2024, the Company's internal
control over financial reporting were not effective based on those criteria.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit
the Company to provide only management's report in this annual report.

 Inherent Limitations on Effectiveness of Controls

 Internal control over financial reporting has
inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper
management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements
on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design
into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Changes in Internal Control over Financial
Reporting

 Although management believes that the financial
statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows
for the periods presented, management continues to make improvements to internal controls as deemed necessary for changes within our operations.

 Item 9B. Other Information

 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.

 During the fiscal year ended December 31, 2024,
no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "nonRule 10b5-1 trading
arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 None.

 Item 10. Directors, Executive Officers and
Corporate Governance

 The following table sets forth the names, ages, and titles of our executive
officers and directors.

 Name

 Age

 Position(s)

 Ronny Yakov

 Chief Executive Officer and Chairman of the Board of Directors

 Rachel Boulds

 Chief Financial Officer

 Patrick Smith

 Vice President, Finance

 Ehud Ernst

 Director and Chairman of the Audit Committee

 Amir Sternhell

 Director

 Alina Dulimof

 Director

 Ronny Yakov is Chief Executive Officer,
Chairman of the Board of Directors, founder and majority stockholder of the Company. Mr. Yakov has over 25 years of experience of concept-to-print,
software and e-commerce marketing experience with Fortune 500 and 1,000 companies and a proven track record of helping clients adapt their
businesses to technological developments. In 1996, Mr. Yakov entered into the electronic mail-order catalog business with Playboy Enterprises,
creating and hosting two e-commerce sites: Critics' Choice Video and Collectors' Choice Music. As founder of the Company,
Mr. Yakov has since developed a number of other branded e-commerce sites for clients, selling a variety of products including sporting
goods, chocolates and cosmetics, with which the company now partners to provide ongoing hosting and maintenance. Other significant accomplishments
of Mr. Yakov have included establishing an AT&T wholesale e-commerce platform for 180,000 employees and working with high-profile
clients such as Disney, Cisco Systems, Pfizer, Motorola, and Microsoft, among many others. Mr. Yakov also developed and maintains a complex
extranet/intranet infrastructure that allows Doremus, an Omnicom Communication subsidiary, to provide its advertising services to 50 of
the top financial institutions on a real-time basis.

 Rachel Boulds is Chief Financial Officer
of the Company. Ms. Boulds currently works for the Company on a part-time basis (spending approximately 80% of her time working for the
Company) while also operating her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and
accounting services to clients, including the preparation of full disclosure financial statements for public companies to comply with
GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial officer services for two other companies. From
August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed audits and reviews
of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements. From 2003
through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams. From September 2001 through July 2003, Ms. Boulds
worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000 through February 2001, Ms. Boulds was employed as an e-commerce
Accountant for the Walt Disney Group's GO.com. Ms. Boulds earned a B.S. in Accounting from San Jose University in 2001 and is licensed
as a CPA in the state of Utah.

 Patrick Smith is Vice President, Finance
of the Company. Mr. Smith has over 20 years of finance, accounting and operational experience in the merchant services industry. Mr.
Smith joined eVance (formerly, Calpian Commerce) in 2014 as Director of Finance. Prior to eVance, Mr. Smith spent 2 years as Director
of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants. He worked with Pay by Touch, a biometric payments
start-up company based in San Francisco, and was part of the financial team that raised over $300M in its capital funding. From 1996
to 2004, Mr. Smith worked for Concord EFS, a large merchant acquirer. His titles at Concord included Internal Audit, Financial Analyst
and Vice President/Controller. While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including
those of Star and EPS Debit networks.

 Ehud Ernst is one of our independent directors
and Chairman of the Audit Committee of the Board of Directors. Since 2015, Mr. Ernst has been the chief executive officer of HyperTail.es.
From 2007 to 2017, Mr. Ernst founded and was the chief executive officer of Feelternet, a creative digital agency, which served some of
the largest brands in the Israeli market. From 2004 to 2007, Mr. Ernst served as division manager at Data-Pro Proximity/BBDO, a large
direct marketing and analytics agency in Israel. From 1985 to 1999, Mr. Ernst founded and was the chief executive officer of Ernst Meron
studios, one of the largest commercial photography production studio in Israel. Mr. Ernst also co-founded Impressia.com, a marketing technology
start-up venture enabling product displays at e-commerce stores. Mr. Ernst graduated from ICP New York with a degree in Photography and
Art.

 Amir Sternhell is one of our independent
directors. Since 2016, Mr. Sternhell has served as chief strategy officer of Sertainty, a data optimization company. Mr. Sternhell has
24 years of experience in the IT and Corporate Learning industries, including two-decades, where he was head of a business intelligence
unit representing Microstrategy, and, chief learning officer, representing Harvard Business Publishing. Mr. Sternhell was the founder
of the first Non-Profit Organization that assisted Israel's Incubator System, in which he hand-held over 100 high-tech companies.
Mr. Sternhell was the vice chairman of the American-Israel Chamber of Commerce and Industry, overseeing its initiatives, and a recipient
of its Business Leadership Award. Mr. Sternhell served in the Directorate of Military Intelligence for the Israel Defense Forces, and
was awarded the Most Outstanding Soldier of the Corp. in 1981. Mr. Sternhell holds an AB in Political Science and Psychology from Tel
Aviv University, an MIA in International Economics from Columbia University and an MBA from the 'Grand Ecole' EDHEC '92
specializing in IT and Management where he graduated first in his class.

 Alina Dulimof is one of our independent
directors. She is currently Chief Operating Officer and Head of Investor Relations and Business Development at Dorset Management
LLC, a commodity trading hedge fund she co-founded. Since 2017, she has served as a managing director responsible for business development
with Park Avenue Securities (PAS), a wealth management advisory firm in New York. Prior to PAS, from 2012 to 2017, she was a partner with
Nationwide Planning Associates and from 2007-2009, she was a VP, Private Banking at Merrill Lynch in New York. She has passed the Series
7 (FINRA-General. Securities Representative exam) and Series 66 (NASAA_Uniform Combined State Law exam) exams. From 1999 to 2007, Ms.
Dulimoff was an Investment Manager with BrainHeart, a VC firm in Stockholm, where she was responsible for investment decisions, while
supporting the management teams of its portfolio companies. As an entrepreneur, Ms. Dulimof achieved successful exits from 2 of her startups,
prior to joining BrainHeart. For over 15 years she had managed, advised and invested in a wide range of companies in Blockchain technology,
Fintech, 5G, IoT, Cybersecurity, AI, Robotics, E-commerce, Creator economy, Mobile, OOH advertising and Biotech, alongside entrepreneurs,
venture capital and private equity firms. Prior to her investment management career, she was a technology executive, starting at Ericsson
in Stockholm, directly after her graduation with distinction with a degree in Nuclear Physics from Bucharest University in 1988. At Ericsson,
she held executive positions within diverse business areas, from research to product development, marketing and strategic partnerships.
During her tenure at Ericsson she earned an Executive MBA from Stockholm School of Economics in 2001. She is a CFA charter holder.

 None of our directors or officers are related
to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other
person, pursuant to which any of our directors or executive officers were appointed.

 No officer or director has, during the past five
years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal proceeding or being
subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment, or decree,
not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by a court
of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 To the best of the Company's knowledge,
there are no arrangements or understandings between any director, Director Nominee or executive officer and any other person pursuant
to which any person was selected as a director, Director Nominee or executive officer. There are no family relationships between any of
the Company's directors, Director Nominees or executive officers. To the Company's knowledge there have been no material legal
proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during
the last ten years that are material to an evaluation of the ability or integrity of any of the Company's directors or executive
officers.

 Director Independence

 Our Board of Directors may establish the authorized
number of directors from time to time by resolution. Our Board of Directors is currently comprised of one member. We have three (3) independent
directors on the Board of Directors. The directors will be elected annually by our stockholders.

 Because our common stock is listed on the NASDAQ
Capital Market, the listing rules of this stock exchange generally require that a majority of the members of a listed company's
board of directors, and each member of a listed company's audit, compensation and nominating and corporate governance committees,
be independent. Our Board of Directors has determined that Alina Dulimof, Ehud Ernst and Amir Sternhell do not have any relationships
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and such directors are
"independent" as that term is defined under the rules of the stock market.

 Audit committee members must also satisfy the
independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable to a newly public
company. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not,
other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee accept, directly
or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated
person of the listed company or any of its subsidiaries.

 Role of the Board of Directors in Risk Oversight

 The Board of Directors is responsible for assessing
the risks facing our company and considers risk in every business decision and as part of our business strategy. The Board of Directors
recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking is essential
for us to compete in our industry and in the global market and to achieve our growth and profitability objectives. Effective risk oversight,
therefore, is an important priority of the Board of Directors.

 While the Board of Directors oversees our risk
management, management is responsible for day-to-day risk management processes. Our Board of Directors expects management to consider
risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day
activities and to effectively implement risk management strategies that are adopted by the Board of Directors. The Board of Directors
expects to review and adjust our risk management strategies at regular intervals or as needed.

 Code of Business Conduct

 Our Board of Directors has adopted a code of business
conduct and ethics, the "Code of Business Conduct," to ensure that our business is conducted in a consistently legal and ethical
manner. Our policies and procedures cover all major areas of professional conduct, including employee policies, conflicts of interest,
protection of confidential information, and compliance with applicable laws and regulations. The Code of Business Conduct is available
at our website at  The reference to our website address in this Annual Report does not include
or incorporate by reference the information on our website into this Annual Report. We intend to disclose future amendments to certain
provisions of our code of conduct, or waivers of these provisions, on our website or in public filings.

 Board Committees

 Our Board of Directors has an Audit Committee,
Compensation Committee and a Nominating and Corporate Committee.

 Audit Committee

 The Audit Committee consists of Ehud Ernst, Alina
Dulimof, and Amir Sternhell with Mr. Ernst serving as Chairman. The Audit Committee assists the Board of Directors in discharging its
responsibilities relating to the financial management of our Company and oversight of our accounting and financial reporting, our independent
registered public accounting firm and their audits, our internal financial controls and the continuous improvement of our financial policies
and practices. In addition, the Audit Committee is responsible for reviewing and discussing with management our policies with respect
to risk assessment and risk management. The responsibilities of the Audit Committee, as set forth in its charter, includes:

 appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

 pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

 reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

 coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

 establishing policies and procedures for the receipt and retention of accounting-related complaints, whistleblowers, and concerns; and

 reviewing and approving any related party transactions.

 The composition of our Audit Committee complies
with all applicable requirements of the SEC and the listing requirements of the Nasdaq Capital Market. We intend to comply with future
requirements to the extent they become applicable to us.

 Compensation Committee

 The Compensation Committee consists of Alina Dulimof,
Ehud Ernst and Amir Sternhell with Mr. Ernst serving as Chairman. The Compensation Committee assists the Board of Directors in setting
and maintaining the Company's compensation philosophy and in discharging its responsibilities relating to executive and other human
resources hiring, assessment and compensation, and succession planning. The responsibilities of the Compensation Committee, as set forth
in its charter, includes:

 reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer;

 evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;

 determining the compensation of all our other officers and reviewing periodically the aggregate amount of compensation payable to such officers;

 overseeing and making recommendations to the Board of Directors with respect to our incentive-based compensation and equity plans; and

 reviewing and making recommendations to the Board of Directors with respect to director compensation.

 Nominating and Corporate
Governance Committee

 The Nominating and Corporate Governance Committee
consists of Alina Dulimof, Ehud Ernst and Amir Sternhell with Mr. Sternhell serving as Chairman. The responsibilities of the Nominating
and Corporate Governance Committee, as set forth in its charter, includes:

 making recommendations to the Board of Directors regarding the size and composition of the Board of Directors;

 recommending qualified individuals as nominees for election as directors;

 reviewing the appropriate skills and characteristics required of director nominees;

 establishing and administering a periodic assessment procedure relating to the performance of the Board of Directors as a whole and its individual members; and

 periodically reviewing the corporate governance guidelines and supervising the management representative charged with implementing the Company's corporate governance procedures.

 Compensation Committee Interlocks and Insider
Participation

 None of the members of the Compensation Committee
is (or was at any time previously) an officer or employee. None of our executive officers serve or in the past fiscal year has served
as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive officers serving as
a member of our Board of Directors or expected to serve on the Compensation Committee.

 Item 11. Executive

 The table below summarizes all compensation awarded
to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

 Summary
 Compensation Table

 Name
 and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards
 ($)

 Option

 Awards
 ($) (2)

 Non-Equity

 Incentive Plan
 ($)

 Nonqualified

 Deferred
 Earnings
 ($)

 All
 Other
 ($) (1)

 Total

 Ronny
 Yakov,

 2024

 $
 750,000

 $
 300,000

 $

 $
 406,500

 $

 $

 $
 30,000

 $
 1,456,500

 CEO,
 Chairman

 2023

 $
 750,000

 $
 300,000

 $

 $
 541,999

 $

 $

 $
 30,000

 $
 1,621,999

 Patrick
 Smith,

 2024

 $
 350,000

 $
 150,000

 $

 $

 $

 $

 $

 $
 450,000

 Vice
 President

 2023

 $
 350,000

 $
 150,000

 $

 $

 $

 $

 $

 $
 450,000

 Rachel
 Boulds,

 2024

 $
 36,000

 $

 $

 $

 $

 $

 $

 $
 36,000

 CFO

 2023

 $
 36,000

 $

 $

 $

 $

 $

 $

 $
 36,000

 (1)
 Car
allowance

 (2)
 Stock based compensation reflects fair value of options granted during
the years ended December 31, 2024 and 2023, each with an exercise price of $0.01 per share pre-split ($0.10 per share post-split). 50%
of options vested as of the date of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024. Options expire after ten years
from grant date if not exercised.

 (3)
 As
of December 31, 2024, all salaries and bonus have been accrued but not fully paid. For Mr. Yakov, $750,000 salary and $300,000
have been accrued with $93,750 salary and $0 bonus paid. For Mr. Smith $350,000 salary and $150,000 bonus have been accrued
with $87,500 salary and $0 bonus paid.

 Employment Agreements

 On January 11, 2022, the Company entered into
a new employment agreement with Mr. Yakov (the "Yakov Agreement") and a new employment agreement with Mr. Smith (the "Smith
Agreement"). The Yakov Agreement maintains Mr. Yakov's role as the Company's Chief Executive Officer through December
31, 2027 and extended for one-year terms thereafter. The Smith Agreement maintains Mr. Smith's role as the Company's Vice
President, Finance unless terminated or upon his resignation.

 The Yakov Agreement sets Mr. Yakov's base
salary at $750,000 and he is eligible for insurance coverages and benefits available to the Company's employees pursuant to the
terms of the Company's insurance and benefit plans. Mr. Yakov received a $490,000 bonus for acquisitions closed by the Company in
2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross purchase price paid in connection
with a future acquisition. Mr. Yakov shall be eligible to receive an annual bonus of Three Hundred Thousand Dollars ($300,000) based on
performance criteria established by the Board. In addition, on an annual basis, Mr. Yakov shall receive options to purchase up to 20,000
shares of common stock of the Company at an exercise price of $0.10 per share.

 The Yakov Agreement also states that, if Mr. Yakov's
employment is terminated without cause or he voluntarily terminates his employment for good reason, he will continue to receive his base
salary for the remainder of the term along with all earned bonuses. In the event the termination is in connection with Mr. Yakov's
death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through the termination date and
all bonuses earned through the termination date.

 The Smith Agreement sets Mr. Smith's base
salary to $350,000 and he is eligible for insurance coverages and benefits available to the Company's employees pursuant to the
terms of the Company's insurance and benefit plans. Mr. Smith shall be eligible to receive an annual bonus of One Hundred Fifty
Thousand Dollars ($150,000) based on performance criteria established by the Compensation Committee. In addition, Mr. Smith shall receive
options (the "Options") to purchase up to 27,500 shares of common stock of the Company at an exercise price of $0.10 per share.

 The Smith Agreement also states that, if Mr. Smith's
employment is terminated without cause or he voluntarily terminates his employment for good reason, he will continue to receive his base
salary for the remainder of the term along with all earned bonuses. In the event the termination is in connection with Mr. Smith's
death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through the termination date and
all bonuses earned through the termination date.

 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 $0.10 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.

 Outstanding Equity Awards at Fiscal Year-End

 Pursuant to the Yakov Agreement, on each of January 1, 2023 and 2024,
Mr. Yakov received options to purchase up to 20,000 shares of common stock of the Company at an exercise price of $0.10 per share for
a total of 40,000 options to purchase common stock.

 2020 Equity Incentive Plan

 The Board of Directors have adopted a 2020 Equity
Incentive Plan (the "Plan") for the Company and the holders of majority of our outstanding shares of common stock have approved
such plan. On December 22, 2022, the stockholders of the Company approved an amendment and restate of the Plan to increase the number
of our shares of Common Stock available for issuance under the 2020 Plan from 24,000 to 200,000 shares. Grants of 20,000 options
to purchase shares of common stock have been issued under the Plan as of December 31, 2024. In general, awards under the Plan shall vest
ratably over a period of three years (on the first, second and third anniversaries of the agreement) subject to accelerated vesting upon
a change of control of our company (although awards may be granted with different vesting terms).

 The purpose of our 2020 Equity Incentive Plan
is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage
a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements. The 2020
Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors or by the full Board, which may determine,
among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting
schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and
stock purchase right. The Plan provides for the grant of (i) "incentive" options (qualified under section 422 of the Internal
Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company.

 In connection with the administration of our 2020
Equity Incentive Plan, our Compensation Committee:

 determines which employees and other persons will be granted awards under our 2020 Equity Incentive Plan;

 grants the awards to those selected to participate;

 determines the exercise price for options; and

 prescribes any limitations, restrictions and conditions upon any awards, including the vesting conditions of awards.

 Any grant of awards to any of directors under
our 2020 Equity Incentive Plan must be approved by the Compensation Committee of our Board of Directors. In addition, our Compensation
Committee will: (i) interpret our 2020 Equity Incentive Plan; and (ii) make all other determinations and take all other action that may
be necessary or advisable to implement and administer our 2020 Equity Incentive Plan.

 The 2020 Equity Incentive Plan provides that in
the event of a change of control, the Compensation Committee or our Board of Directors shall have the discretion to determine whether
and to what extent to accelerate the vesting, exercise or payment of an award.

 In addition, our Board of Directors may amend
our 2020 Equity Incentive Plan at any time. However, without stockholder approval, our 2020 Equity Incentive Plan may not be amended in
a manner that would:

 increase the number of shares that may be issued under our 2020 Equity Incentive Plan;

 materially modify the requirements for eligibility for participation in our 2020 Equity Incentive Plan;

 materially increase the benefits to participants provided by our 2020 Equity Incentive Plan; or

 otherwise disqualify our 2020 Equity Incentive Plan for coverage under Rule 16b-3 promulgated under the Exchange Act.

 Awards previously granted under our 2020 Equity
Incentive Plan may not be impaired or affected by any amendment of our 2020 Equity Incentive Plan, without the consent of the affected
grantees.

 Director Compensation

 Our directors are entitled to the following fixed
compensation for their services as directors during the fiscal year ended December 31, 2024.

 Name and Principal Position

 Fees
 Earned
 or Paid
 in Cash
 ($)(1)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All Other
 ($)

 Total

 Alina Dulimof

 $

 $

 $

 $

 $

 $

 $

 Ehud Ernst

 $
 14,000

 $

 $

 $

 $

 $

 $
 14,000

 Amir Sternhell

 $

 $

 $

 $

 $

 $

 $

 Directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties.

 (1)

 Beginning in 2024, two Directors will receive a fee equal to $10,000
per year and one will receive $14,000, payable in four installments on January 1, April 1, July 1 and October 1 of each year.

 Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth, as of April 1, 2025, information
regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers
and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities.
Generally, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to dispose or
to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within 60 days.

 The address of each holder listed below, except
as otherwise indicated, is c/o The OLB Group, Inc., 1120 Avenue of the Americas, 4 th Floor, New York, NY.

 Name of Beneficial Owner

 Shares of
 Stock
 Owned**

 Percent of
 Stock
 Owned (1) **

 Shares of
 Series A
 Preferred
 Stock
 Owned (2) **

 Percent of
 Series A
 Preferred
 Stock
 Owned (2) **

 Number
 of Voting
 Owned**

 Percent of
 Voting
 Owned (3) **

 5% Beneficial Owners

 Mary Herzog (5)

 501,796
 (5)

 —

 —

 —

 501,796
 (5)

 %

 Sarah Shine

 501,798
 (6)

 501,798
 (6)

 %

 Directors and Officers

 Ronny Yakov

 874,813
 (4)

 36.7
 %

 113,444

 %

 988,257
 (4)

 41.5
 %

 Rachel Boulds

 *

 —

 —

 *

 Patrick Smith

 100,725

 4.23
 %

 —

 —

 100,725

 4.2
 %

 Alina Dulimof

 5,212

 *

 —

 —

 5,212

 *

 Ehud Ernst

 —

 *

 —

 —

 —

 *

 Amir Sternhell

 6,045

 *

 —

 —

 6,045

 *

 All directors and executive officers as a group (6 persons)

 966,878

 38.63
 %

 113,444

 %

 1,080,323

 45.7
 %

 *
 Less
than 1%.

 **
 Under
SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which
the individual or entity has the right to acquire within sixty days.

 (1)

 Percentage ownership of common stock is based on 2,368,075 shares of Common Stock plus 113,443 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise voting power on an as-converted basis.

 (2)

 The number of shares and percentage ownership of Series A Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which such shares of Series A Preferred Stock are convertible into 113,443 shares of common stock accordance with the Certificate of Designations (as hereinafter defined). The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock with the holders of common stock on an as-converted basis.

 (3)

 Percentage of voting stock is based on 2,368,075 shares of Common Stock and 1,021 shares of Series A Preferred Stock (convertible into 113,443 shares of common stock) outstanding on November 29, 2023.

 (4)

 Includes (i) 571,059 shares of common stock, (ii) 20,000 vested
options, (iii) 113,444 shares of common stock underlying Series A Preferred Stock, (iv) shares of common stock underlying
227,003 Series A Warrants to purchase one share of common stock each at a purchase price of $90 per share, and (v) 56,751 Series B
Warrants to purchase one share of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days
of this Annual Report.

 (5)

 Includes (i) shares of common stock underlying 401,437 Series A Warrants
to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,359 Series B Warrants to purchase one share
of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.

 (6)

 Includes (i) shares of common stock underlying 401,437 Series A Warrants
to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,360 Series B Warrants to purchase one share
of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.

 Item 13. Certain
Relationships and Related Transactions, and Director Independence

 We are a party to certain related party transactions,
as described below.

 On February 14, 2023, a shareholder reported to
the Company that they had incurred short swing profits of $114,654 in connection with a series of purchases and sales of the Company's
stock on the open market. The shareholder disgorged such short-swing profits to the Company on February 28, 2023.

to purchase a total of 1,187,919 pre-split shares of common stock (118,792 post-split) for $4,079 (see Note 9 and Note 14).

 On January 24, 2024, Mr. Smith exercised options
to purchase a total of 381,069 pre-split shares of common stock (38,107 post-split) for $2,761.

accrued $124,903 for dividends on the Series A preferred stock held by Mr. Yakov. As of December 31, 2024 and 2023, total accrued dividends
on the Series A preferred stock due to Mr. Yakov is $543,509 and $418,606, respectively.

 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 years ended December 31, 2024 and 2023,
Mr. Yakov made payments on behalf of the Company in the amount of $1,191,282 and $12,678, respectively. As of December 31, 2024, the Company
owes Mr. Yakov $1,203,960.

 Statement of Policy

 All future transactions between us and our officers,
directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated
third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who
had access, at our expense, to our legal counsel or independent legal counsel.

 To the best of our knowledge, during the past
three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently
proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds
$120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more
than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other
than compensation to our officers and directors in the ordinary course of business).

 Item 14. Principal Accountant Fees and Services

 The following table describes fees for professional
audit services rendered and billed by RBSM, LLP, our present independent registered public accounting firm and principal accountant, for
audit services of our consolidated financial statements and for other services during fiscal year 2024 and for professional audit services
rendered and billed by Mac Accounting Group & CPAs, LLP for the audit of our consolidated financial statements and for other
services during fiscal years 2024 and 2023.

 Type of Fee – Billed by RBSM, LLP,

 2024

 2023

 Audit Fees (1)

 $
 56,500

 $
 —

 Audit Related Fees (2)

 $
 —

 $
 —

 Total

 $
 56,500

 $
 —

 Type of Fee – Billed by Mac Accounting Group & CPAs, LLP,

 2024

 2023

 Audit Fees (1)

 $
 12,000

 $
 116,000

 All Other Fees (2)

 $
 17,500

 $
 5,000

 Total

 $
 29,500

 $
 121,000

 (1)

 Audit fees for fiscal years 2024 and 2023 represent fees billed for services rendered by RBSM, LLP and Mac Accounting Group & CPAs, LLP, for the audit of our consolidated financial statements and reviews of our quarterly reports on Form 10-Q.

 (2)

 All other fees for fiscal years 2024 and 2023 represent fees billed for services rendered by Mac Accounting Group & CPAs, LLP in connection with comfort letters and registration statements filed during each respective fiscal year.

 Our Audit Committee has determined that the services
provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered public accounting
firm.

 The Board has established pre-approval policies
and procedures pursuant to which the Board approved the foregoing audit, tax and non-audit services provided by the Auditor in 2023
and 2024. Consistent with the Audit Committee's responsibility for engaging our independent auditors, all audit and permitted non-audit services
require pre-approval by the Audit Committee. Fee estimates for these services are approved by the Chairman of the Board based on
information provided by our management.

 Audit Fees

 Consist of fees billed for professional services
rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports
and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

 Audit Related Fees

 Consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported
under "Audit Fees".

 Tax Fees

 Consist of fees billed for professional services
for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

 All Other Fees

 Consist of fees for product and services other
than the services reported above.

 Policy for Approval of Audit and Permitted
Non-Audit Services

 The Audit Committee charter provides that the
Audit Committee will pre-approve audit services and non-audit services to be provided by our independent auditors before the accountant
is engaged to render these services. The Audit Committee may consult with management in the decision-making process, but may not delegate
this authority to management. The Audit Committee may delegate its authority to pre-approve services to one or more committee members,
provided that the designees present the pre-approvals to the full committee at the next committee meeting.

 Item 15. Exhibits

 Exhibit Number

 Description

 2.1

 Memorandum of Sale, dated as of April 9, 2018, by and among eVance, Inc., eVance Capital, Inc., Securus365, Inc. and GACP (1)

 3.1

 Certificate of Incorporation, as amended (18)

 3.2

 Amended and Restated Bylaws of the Company (13)

 3.3

 Certificate of Designations, Preferences and Rights of Series A Preferred Stock (13)

 4.1

 Warrant, dated April 9, 2018, issued by the Company to GACP (1)

 4.2

 Representative's Warrant (13)

 4.3

 Series A Warrant Agency Agreement (including the terms of the Series A Warrant) (13)

 4.4

 Series B Warrant Agency Agreement (including the terms of the Series B Warrant) (13)

 4.5

 Description of Registered Securities (*) (20)

 10.1

 Loan and Security Agreement, dated as of April 9, 2018, by and among GACP, the lenders from time to time party thereto, the Company, as parent guarantor, and the Borrowers (1)

 10.2

 Amendment No. 1 to Loan and Security Agreement, dated as of July 30, 2018, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (3)

 10.3

 Amendment No. 3 to Loan and Security Agreement, dated as of February 5, 2019, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (4)

 10.4

 Agreement Regarding Additional Warrants, dated April 9, 2018, by and between the Company and GACP (1)

 10.5

 Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of CrowdPay. US, Inc. (2)

 10.6

 Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of OmniSoft, Inc. (2)

 10.7

 Subordinated Promissory Note, dated July 30, 2018, by and between the Company and John Herzog (3)

 10.8

 Amendment No. 1 to Subordinated Promissory Note, dated as of November 14, 2019, by and between the Company and John Herzog (4)

 10.9

 Amendment No. 2 to Subordinated Promissory Note, dated June 25, 2019, by and between the Company and John Herzog (5)

 10.10

 Employment Agreement with Ronny Yakov (5)

 10.11

 Employment Agreement with Patrick Smith (5)

 10.12

 Commitment Letter from John Herzog dated December 10, 2019 (6)

 10.13

 Amendment No. 4 to Loan and Security Agreement, dated as of April 24, 2020, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (7)

 10.14

 Debt Conversion Agreement, dated as of May 13, 2020 by and between the Company and. John Herzog (8)

 10.15

 Debt Conversion Agreement, dated as of May 13, 2020 by and between the Company and. Ronny Yakov (8)

 10.16

 First Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and Ronny Yakov (11)

 10.17

 First Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and John Herzog (11)

 10.18

 Form of 2020 Equity Incentive Plan (9)

 10.19

 Lease Agreement dated June 24, 2020 between Pergament Lodi, LLC and Evance, Inc. (10)

 10.20

 Underwriting Agreement with Aegis Capital Corp. dated August 6, 2020. (13)

 10.24

 Asset Purchase Agreement dated November 24, 2021 by and between the Company and FFS Data Corporation (14).

 10.25

 Share
Exchange Agreement dated January 3, 2022 between the Company and all of the stockholders of Crowd Ignition, Inc. (15)

 10.26

 Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc. related to "Cell 3" (4,000 square feet) (16).

 10.27

 Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc. related to "Cell 4" (6,000 square feet) (16).

 10.28

 Services Agreement between Executive Workspace LLC d/b/a Elevated NY and The OLB Group, Inc. (17)

 10.29

 Contract for Sale of Realty between Madison Haywood Developmental Services, Inc. and DMINT Real Estate Holdings, Inc. (17)

 10.30

 SURRENDER AND RELEASE AGREEMENT (this "Agreement") dated as of March 29, 2023 (the "Effective Date") is made by and between THE BRADFORD REGIONAL AIRPORT AUTHORITY and DMINT, Inc. (18)

 10.31

 Letter of Resignation dated March 13, 2023 from Daszkal Bolton LLP (18).

 10.32

 Membership Interest Purchase Agreement dated June 15, 2023 by and between the Company and SDI Black 001, LLC. (19)

 10.33

 Amendment No. 1 to Employment Agreement dated April 4, 2024 by and between the Company and Ronny Yakov (20)

 10.34

 Membership
 Interest Purchase Agreement dated May 20, 2024 by and between the Company and Cuentas, Inc. (21)

 10.35

 Secured Convertible Promissory Note Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and The OLB Group, Inc. (22)

 10.36

 Security Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and the OLB Group, Inc. (23)

 31.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 31.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

 97.1

 Clawback Policy (20)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith

 (1)

 Incorporated by reference to Current Report on Form 8-K filed April 13, 2018.

 (2)

 Incorporated by reference to Form 8-K filed May 15, 2018.

 (3)

 Incorporated by reference to Form 8-K filed August 3, 2018.

 (4)

 Incorporated by reference to Form 8-K filed March 12, 2019.

 (5)

 Previously filed with Form S-1 on June 26, 2019.

 (6)

 Previously filed with Form S-1 on January 17, 2020.

 (7)

 Previously filed with Form 10-K on April 29, 2020.

 (8)

 Previously filed with Form S-1 on May 20, 2020.

 (9)

 Previously filed with Form S-1 on June 8, 2020.

 (10)

 Incorporated by reference to Form 8-K filed July 2, 2020.

 (11)

 Previously filed with Form S-1 on July 27, 2020.

 (12)

 Previously filed with Form S-1 on July 31, 2020.

 (13)

 Previously file with Form 8-K filed August 12, 2020.

 (14)

 Incorporated by reference to Form 8-K filed November 30, 2021.

 (15)

 Incorporated by reference to Form 8-K filed January 5, 2022.

 (16)

 Incorporated by reference to Form 8-K filed January 11, 2022.

 (17)

 Incorporated by reference to Form 8-K filed August 16, 2022.

 (18)

 Previously filed with Form 10-K on March 30, 2023.

 (19)

 Incorporated by reference to Form 8-K filed June 21, 2023.

 (20)

 Previously filed with Form 10-K on April 15, 2024.

 (21)

 Previously filed with Form 10-Q on May 20, 2024.

 (22)

 Previously filed with Form 10-Q on August 14, 2024.

 (23)

 Previously filed with Form 10-Q on August 14, 2024.

 Item 16. Form 10-K Summary

 None.

 SIGNATURES

 In accordance with Section
13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 The OLB Group, Inc.

 Date: April 15, 2025

 BY:

 /s/ Ronny Yakov

 Ronny Yakov

 Chief Executive Officer

 Date: April 15, 2025

 BY:

 /s/ Rachel Boulds

 Rachel Boulds

 Chief Financial Officer

 POWER OF ATTORNEY

 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ronny Yakov, his true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

 In accordance with the Exchange
Act, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Ronny Yakov

 Chief Executive Officer and Chairman

 Ronny Yakov

 /s/ Ehud Ernst

 Director and Chairman of the Audit Committee

 Ehud Ernst

 /s/ Amir Sternhell

 Director

 Amir Sternhell

 /s/ Alina Dulimof

 Director

 Alina Dulimof

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