OLB GROUP, INC.

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. The lease was cancelled without penalty on December 31, 2025.

• We operate in a regulatory environment that is evolving and uncertain.
• We may be liable for misstatements made by issuers on our platform.
• Our compliance is focused on U.S. laws and we have not analyzed foreign laws regarding the participation of non-U.S. residents.
• The types of offerings that we expect to be posted on our platform are relatively new in an industry that is still quickly evolving.
• CrowdPay and its providers are vulnerable to hackers and cyber-attacks.
• CrowdPay currently relies on one escrow agent and technology service provider.
• We are dependent on general economic conditions.
• We face significant market competition.
• Our revenues and profits are subject to fluctuations.
• 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.
• Substantial and increasingly intense competition worldwide in the financial services and payment technology industries may adversely affect our overall business and operations.
• Potential changes in the competitive landscape, including disintermediation from other participants in the payments chain, could harm our business.
• 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.
• 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.
• 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.
• 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.
• 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.
• Continued consolidation in the banking industry could adversely affect our growth.
• Increased customer, referral partner or sales partner attrition could cause our financial results to decline.
• 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.
• Failure to maintain or collect reimbursements from our financial institution referral partners could adversely affect our business.
• Fraud by merchants or others could adversely affect our business, financial condition, results of operations or cash flows.
• Because we rely on third-party vendors to provide products and services, we could be adversely impacted if they fail to fulfill their obligations.
• 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.
• 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.
• 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.
• Our ability to recruit, retain and develop qualified personnel is critical to our success and growth.
• 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.
• Increases in card network fees and other changes to fee arrangements may result in the loss of merchants or a reduction in our earnings.
• 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.
• 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.
• 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.
• 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.
• 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.
• We may be unable to achieve or maintain data transmission capacity.
• If we fail to maintain a consistently high level of customer service, our brand, business and financial results may be harmed.
• We use a limited number of data centers to deliver our services. Any disruption of service at these facilities could harm our business.
• 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.
• 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 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 use of “open source” software could negatively affect our ability to sell our solutions and subject us to possible litigation.
• 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.
• Activities of merchants or the content of their shops could damage our brand, subject us to liability and harm 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.
• 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.
• 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.
• Failure to comply with, or changes in, laws, regulations and enforcement activities may adversely affect the products, services and markets in which we operate.
• DMINT and OLBit
• Bitcoin Mining Risks
• We have an evolving business model.
• We may not be able to compete with other companies, some of whom have greater resources and experience.
• Limited transaction capacity and scaling issues may impact mining results
• The properties included in our mining network may experience damages.
• We have recently adopted a digital asset treasury strategy with a focus on Bitcoin, and we may be unable to successfully implement this new strategy.
• If we are unable to successfully maintain our power arrangements on acceptable terms or at all or if we must otherwise relocate to replacement sites, our operations may be disrupted, and our business results may suffer.
• We depend on third parties to provide us with certain critical equipment and rely on components and raw materials that may be subject to price fluctuations or shortages, including ASIC chips that have been subject to an ongoing significant shortage.
• We may not be able to successfully implement or consummate our planned digital asset investment strategy.
• We are exposed to risk of nonperformance by counterparties, including our counterparties under our power arrangements.
• Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of miners and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours, or even fully or partially ban mining operations.
• Bitcoin exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be subject to fraud and failures.
• The concentration of our holdings in Bitcoin could enhance the risks inherent in our Bitcoin treasury strategy.
• The availability of spot ETPs for Bitcoin and other digital assets may adversely affect the market price of our listed securities.
• Our business may be significantly impacted by reputational risks and may impact how our business is perceived by customers, counterparties, and regulators.
• Regulatory changes or actions may alter the nature of an investment in us or restrict the use of Bitcoin in a manner that adversely affects our business, prospects or operations.
• The development and acceptance of Bitcoin and algorithmic protocols governing the issuance of and transactions in Bitcoin is subject to a variety of factors that are difficult to evaluate.
• The impact of geopolitical events on the supply and demand for Bitcoin is uncertain.