UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

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

For the transition period from _______ to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1120 Avenue of the Americas, Fourth Floor,

New York, NY

10036

(Address of principal executive offices)

(Zip Code)

(212) 278-0900

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

As of November 14, 2025, there were 8,780,749 shares of the issuer’s common stock issued and 8,768,132 shares of the issuer’s common stock outstanding.

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2025

INDEX

PART I	Financial Information	1
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	32

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		2

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		3

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)		4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)		5

Notes to the Condensed Consolidated Financial Statements (unaudited)		6

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30, 2025			December 31, 2024
ASSETS	(Unaudited)			(Audited)
Current Assets:
Cash	$	3,540		$	27,436
Accounts receivable, net		46,863			100,621
Prepaid expenses		—			18,075
Other receivables		819,365			599,575
Other current assets		20,466			—
Total Current Assets		890,234			745,707

Other Assets:
Property and equipment, net		2,728,530			3,254,039
Intangible assets, net		—			3,724
Goodwill		8,139,889			8,139,889
Operating lease right-of-use assets		108,517			140,218
Other long-term assets		380,953			395,952
Total Other Assets		11,357,889			11,933,822

TOTAL ASSETS	$	12,248,123		$	12,679,529

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft	$	27,019		$	31,750
Accounts payable		3,999,131			4,216,194
Accrued expenses		740,027			1,151,803
Preferred dividend payable (related party)		—			543,509
Merchant portfolio purchase installment obligation		2,000,000			2,000,000
Related party payable		115,815			1,203,960
Operating lease liability – current portion		44,940			46,491
Note payable – current portion		—			202,939
Total Current Liabilities		6,926,932			9,396,646
Long Term Liabilities:
Operating lease liability – net of current portion		63,057			93,869
Total Liabilities		6,989,989			9,490,515

Commitments and contingencies (Note 14)

Stockholders’ Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding		—			—
Series A Preferred stock, $0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		—			10
Common stock, $0.0001 par value, 50,000,000 shares authorized, 8,780,749 and 2,289,930 shares issued, 8,768,132 and 2,277,313 shares outstanding at September 30, 2025 and December 31, 2024, respectively		877			228
Treasury stock, at cost, 12,617 shares at September 30, 2025 and December 31, 2024		(109,988	)		(109,988	)
Additional paid-in capital		78,330,384			71,098,571
Accumulated deficit		(72,963,139	)		(67,799,807	)
Total Stockholders’ Equity		5,258,134			3,189,014
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	12,248,123		$	12,679,529

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

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

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

Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization		2,090,937			2,604,414			5,864,065			8,330,686
Amortization and depreciation expense		—			112,499			—			421,307
Depreciation expense – cryptocurrency mining		120,694			656,017			503,982			2,249,208
Salaries and wages		502,504			604,784			2,086,474			2,310,320
Professional fees		141,990			453,672			554,129			1,666,970
General and administrative expenses		591,858			282,794			1,573,485			2,255,673
Total operating expenses		3,447,983			4,714,180			10,582,135			17,234,164

Loss from operations		(1,134,789	)		(1,630,258	)		(3,680,214	)		(7,132,906	)

Other income (expense):
Realized gain (loss) on sale of cryptocurrency		—			—			—			225,229
Unrealized (loss) gain on investment		—			—			—			274,731
Interest expense		(231	)		—			(395,355	)		(45,942	)
Loss on conversion related party		—			—			(175,763	)		—
Loss on settlement of accounts payable and debt		—			—			(52,000	)		—
Loss on settlement of law suit		(40,000	)		—			(85,000	)		—
Total other income (expense)		(40,231	)		—			(708,118	)		454,018

Net Loss before income taxes		(1,175,020	)		(1,630,258	)		(4,388,332	)		(6,678,888	)

Income tax expense		—			—			—			—

Net Loss		(1,175,020	)		(1,630,258	)		(4,388,332	)		(6,678,888	)

Preferred dividends (related parties)		—			(31,311	)		(30,630	)		(93,592	)
Deemed dividend – preferred stock		—			—			(775,000	)
Net Loss Applicable to Common Shareholders	$	(1,175,020	)	$	(1,661,569	)	$	(5,193,962	)	$	(6,772,480	)

Net loss per common share, basic and diluted	$	(0.13	)	$	(0.92	)	$	(1.79	)	$	(3.80	)

Weighted average shares outstanding, basic and diluted		8,732,923			1,798,393			2,894,791			1,782,566

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

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

	Preferred Stock						Common Stock				Additional Paid			Common Stock			Treasury			Accumulated
	Shares			Amount			Shares		Amount		In Capital			To be Issued			Stock			Deficit			Total
Balance at December 31, 2024		1,021			10			2,277,313	$	228	$	71,098,571		$	—		$	(109,988	)	$	(67,799,807	)	$	3,189,014
Common stock sold for cash		—			—			90,762		9		187,904			—						—			187,913
Preferred stock dividends-related party		—			—			—		—		(30,630	)		—			—			—			(30,630	)
Stock-based compensation		—			—			—		—		33,875			—			—			—			33,875
Net loss		—			—			—		—		—			—			—			(1,088,998	)		(1,088,998	)
Balance at March 31, 2025		1,021			10			2,368,075		237		71,289,720			—			(109,988	)		(68,888,805	)		2,291,174
Common stock issued for accrued salary and loans payable – related party		—			—			3,865,088		386		4,040,805			—			—			—			4,041,191
Common stock to be issued for accounts payable		—			—			—		—		—			748,001			—			—			748,001
Preferred stock converted to common		(1,021	)		(10	)		1,021,000		102		(92	)		—			—			—			—
Accrued preferred stock dividends converted to common		—			—			529,000		53		528,947			—			—			—			529,000
Preferred stock dividend contributed to capital		—			—			—		—		45,139			—			—			—			45,139
Common stock issued for services – related party		—			—			67,000		7		135,333			—			—			—			135,340
Common stock sold for cash		—			—			517,969		52		699,821			—			—			—			699,873
Stock-based compensation		—			—			—		—		33,875			—			—			—			33,875
Deemed dividend – preferred stock		—			—			—		—		775,000			—			—			(775,000	)		—
Net loss		—			—			—		—		—			—			—			(2,124,314	)		(2,124,314	)
Balance at June 30, 2025		—			—			8,368,132		837		77,548,548			748,001			(109,988	)		(71,788,119	)		6,399,279
Common stock to be issued for accounts payable		—			—			400,000		40		747,961			(748,001	)		—			—			—
Stock-based compensation		—			—			—		—		33,875			—			—			—			33,875
Net loss		—			—			—		—		—			—			—			(1,175,020	)		(1,175,020	)
Balance at September 30, 2025		—		$	—			8,768,132	$	877	$	78,330,384		$	—		$	(109,988	)	$	(72,963,139	)	$	5,258,134

	Preferred Stock				Common Stock					Additional Paid			Treasury			Common Stock			Accumulated			Non- Controlling
	Shares		Amount		Shares			Amount		In Capital			Stock			Receivable			Deficit			Interest			Total
Balance at December 31, 2023		1,021	$	10		1,521,791		$	152	$	68,910,370		$	(109,988	)	$	—		$	(56,574,896	)	$	119,224		$	12,344,872
Common stock issued for exercise of options		—		—		156,899			16		6,824			—			—			—			—			6,840
Common stock sold for cash		—		—		1,408			—		9,775			—			—			—			—			9,775
Common stock issued to related parties for accrued liabilities		—		—		117,632			12		899,988			—			—			—			—			900,000
Preferred stock dividends-related party		—		—		—			—		(31,311	)		—			—			—			—			(31,311	)
Stock-based compensation		—		—		—			—		304,874			—			—			—			—			304,874
Adjustment for 10 for 1 reverse stock split		—		—		(146	)		—		—			—			—			—			—			—
Net loss		—		—		—			—		—			—			—			(2,371,596	)		(29,022	)		(2,400,618	)
Balance at March 31, 2024		1,021		10		1,797,583			180		70,100,520			(109,988	)		—			(58,946,492	)		90,202			11,134,432
Preferred stock dividends-related party		—		—		—			—		(30,970	)		—			—			—			—			(30,970	)
Stock-based compensation		—		—		—			—		33,875			—			—			—			—			33,875
Derecognition of non controlling interest		—		—		—			—		(95,775	)		—			—			(29,022	)		(90,202	)		(214,999	)
Net loss		—		—		—			—		—			—			—			(2,648,012	)		—			(2,648,012	)
Balance at June 30, 2024		1,021		10		1,797,583			180		70,007,749			(109,988	)		—			(61,623,526	)		—			8,274,425
Preferred stock dividends-related party		—		—		—			—		(31,311	)		—			—			—			—			(31,311	)
Stock-based compensation		—		—		—			—		33,874			—			—			—			—			33,874
Common stock sold for cash						11,525			1		34,451			—			(1,565	)		—			—			32,887
Net loss		—		—		—			—		—			—			—			(1,630,258	)		—			(1,630,258	)
Balance at September 30, 2024		1,021	$	10		1,809,108		$	181	$	70,044,763		$	(109,988	)	$	(1,565	)	$	(63,253,784	)	$	—		$	6,679,617

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

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,388,332	)	$	(6,678,888	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		503,982			2,670,515
Stock based compensation		101,625			372,624
Common stock issued for services – related party		135,340			—
Operating lease expense, net of repayment		(662	)		—
Unrealized gain on investment		—			(274,731	)
Realized gain on sale of bitcoin		—			(225,229	)
Loss on conversion related party		175,763			—
Loss on extinguishment of debt		52,000			—
Loan extinguishment related expense		52,583			—
Other expense		25,250			—
Changes in assets and liabilities:
Accounts receivable		53,758			379,854
Prepaid expenses and other current assets		(222,181	)		613,637
Other long-term assets		15,000			—
Accounts payable		262,254			848,297
Accrued interest – related party		331,359			—
Accrued expenses		1,611,141			707,035
Net cash used in operating activities		(1,291,120	)		(1,586,886	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment		—			548,393
Acquisition of 19.99% interest in Moola Cloud, LLC		—			(215,500	)
Net cash provided by investing activities		—			332,893

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft		(4,731	)		30,735
Common stock sold for cash		887,786			42,662
Advances from related party		461,888			1,191,282
Repayments to related party		(38,881	)		—
Proceeds from exercise of options – related party		—			6,840
Repayments on note payable		(38,838	)		(155,244	)
Net cash provided by financing activities		1,267,224			1,116,275

Net change in cash		(23,896	)		(137,718	)
Cash – beginning of period		27,436			179,006
Cash – end of period	$	3,540		$	41,288

Cash paid for:
Interest	$	—		$	—
Income taxes	$	—		$	—

Non-cash investing and financing transactions:
Common stock issued for accrued liabilities – related party	$	748,000		$	900,000
Common stock issued for loans payable – related party	$	1,511,152		$	—
Common stock issued for accrued salary – related party	$	2,022,917		$	—
Common stock receivable	$	—		$	1.565
Preferred stock dividends	$	30,630		$	93,592
Common stock issued for interest – related party	$	331,019		$	—
Common stock payable for payment of accrued dividends	$	529,000		$	—
Common stock issued for services – related party	$	135,340		$	—
Common stock issued for conversion of preferred	$	10		$	—

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

The OLB Group, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(Unaudited)

NOTE 1 – BACKGROUND

Background

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

Fintech Services:

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

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

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

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

On June 15, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, the “LLC”). On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC whereby it acquired the remaining 19.99% of the membership interests of the LLC. As a result, effective May 20, 2024, the Company owns 100% of the LLC. On August 14, 2024, the LLC changed its name to Moola Cloud, LLC. The LLC owns the platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey (see Note 7).

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

Bitcoin Mining Business:

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

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2025 and not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes and stock-based compensation.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings. The Company owns 100% of Cuentas SDI, LLC, which has been included in the unaudited condensed consolidated financial statements.

All significant intercompany transactions and balances have been eliminated.

Fair Value of Financial Instruments

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

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

●

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

●

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

●

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

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of September 30, 2025 and December 31, 2024, the Company had no cash in excess of the FDIC’s $250,000 coverage limit.

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer and Vice President. The Company has two operating segments as of September 30, 2025 and December 31, 2024. (see Note 15).

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the nine months ended September 30, 2025 and 2024 does not include warrants to acquire 630,512 and 856,313, respectively, shares of common stock because of their anti-dilutive effect. The weighted average number of common shares for nine months ended September 30, 2025 and 2024, does not include 20,000 and 20,000 options, respectively, to purchase common stock because of their anti-dilutive effect.

Investments in Equity Securities

The Company accounts for its investments under ASC 321, “Investments – Equity Securities,” which requires that investments in equity securities be measured at fair value with changes in value recorded as unrealized gains and losses in current period operations.

Bitcoin

The Company obtains bitcoin through our mining activities, which is accounted for in connection with our revenue recognition policy. The bitcoin held is recorded as other assets in the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). The use of bitcoin is accounted for in accordance with the first in first out method of accounting. We do not amortize our bitcoin but assess the value for impairment as further discussed in our impairment policy.

At September 30, 2025 and December 31, 2024, the carrying value of the Company’s bitcoin was $14,237 and $0, respectively. As of September 30, 2025, the Company had 0.0167 bitcoin on hand which had a fair value of $1,887 based on the price of bitcoin of approximately $114,056. For the nine months ended September 30, 2025 and 2024, we recorded a realized gain on our bitcoin transactions of $0 and $225,229, respectively.

Property and Equipment

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

The Company capitalizes all capital assets utilizing the following criteria:

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All land acquisitions;.

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All buildings/facilities acquisitions and new construction;

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

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

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

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Computer equipment costing more than $5,000; and

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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.

The Company recorded no impairment expense for the nine months ended September 30, 2025 and 2024.

Goodwill

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

A summary of goodwill as of September 30, 2025, is as follows:

Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018	$	6,858,216
Acquisition of 80.01% interest of Cuentas SDI, LLC on June 15, 2023		1,281,673
Goodwill balance as of September 30, 2025	$	8,139,889

Accounts Receivable

Accounts receivable represent contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. Based on collection experience and periodic reviews of outstanding receivables, we have recorded an allowance balance of $207,850 and $207,850 as of September 30, 2025 and December 31, 2024, respectively. This balance represents an amount related to the ongoing lawsuit with FFS. As of September 30, 2025, the loan is not considered in default.

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. During the nine months ended September 30, 2025 and 2024 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded as of September 30, 2025 and December 31, 2024.

Revenue Recognition

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Transaction and processing fees	$	2,106,362	$	2,569,596	$	6,260,981	$	7,341,998
Merchant equipment rental and sales		4,551		16,120		21,238		64,243
Revenue, net - cryptocurrency mining		78,814		88,078

SEC Form 10-Q filed by The OLB Group Inc.