What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-18 · 571 added, 438 removed, 709 unchanged (59% of the section changed)

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INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

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Related party payable

Accrued interest – related party

Note payable – current portion

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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 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 12,505,788 and 9,450,749 shares issued, 12,493,171 and 9,438,132 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock to be issued

Treasury stock, at cost, 12,617 shares at March 31, 2026 and December 31, 2025

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 0 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Common stock, $0.0001 par value, 50,000,000 shares authorized, 15,762,930 and 9,450,749 shares issued, 15,750,313 and 9,438,132 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury stock, at cost, 12,617 shares at June 30, 2026 and December 31, 2025

Additional paid-in capital

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For the Three Months Ended

For the Six Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

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Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Salaries and wages

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( 1,259,868 )

( 1,696,746 )

( 2,529,756 )

( 2,545,425 )

Other income (expense):

Unrealized loss of cryptocurrency

Interest expense

Gain on settlement of accounts payable and debt

Other expense

Loss on conversion related party

Gain (loss) on settlement of accounts payable and debt

Loss on settlement of law suit

Total other income (expense)

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( 2,124,314 )

( 2,132,388 )

( 3,213,312 )

Income tax expense

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( 2,124,314 )

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders

( 2,132,388 )

( 3,213,312 )

Preferred dividends (related parties)

Deemed dividend – preferred stock

Net Loss Applicable to Common Shareholders

$ ( 1,054,806 )

$ ( 2,899,314 )

$ ( 2,132,388 )

$ ( 4,018,942 )

Net loss per common share, basic and diluted

Weighted average shares outstanding, basic and diluted

The accompanying notes are an integral part

of these unaudited consolidated financial statements.

The accompanying notes are an integral

part of these unaudited consolidated financial statements.

The OLB Group, Inc.

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in Stockholders’ Equity

For the Three Months Ended March 31, 2026 and

For the Three and Six Months Ended June 30,

2026 and 2025

Preferred Stock

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( 75,526,440 )

Common stock issued for services – related party

Exercise of prefunded warrants

( 1,054,806 )

Balance at June 30, 2026

$ ( 109,988 )

$ ( 76,581,246 )

Preferred Stock

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( 68,888,805 )

Common stock issued for accrued salary and loans payable – related party

Common stock to be issued for accounts payable

Preferred stock converted to common

Accrued preferred stock dividends converted to common

Preferred stock dividend contributed to capital

Common stock issued for services – related party

Common stock sold for cash

Stock-based compensation

Deemed dividend – preferred stock

( 2,124,314 )

Balance at June 30, 2025

$ ( 109,988 )

$ ( 71,788,119 )

The accompanying notes are an integral part

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Condensed Consolidated Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Common stock issued for services – related party

Gain on settlement of accounts payable and debt

(Gain) loss on settlement of accounts payable and debt

Unrealized loss of cryptocurrency

Operating lease expense, net of repayment

Loss on conversion related party

Loan extinguishment related expense

Changes in assets and liabilities:

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( 2,397,514 )

( 1,175,615 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Common stock issued for settlement of accounts payable and debt

Common stock issued for accrued liabilities – related party

Common stock issued for loans payable – related party

Common stock issued for accrued salary – related party

Common stock issued for interest – related party

Common stock payable for payment of accrued expenses

The accompanying notes are an integral part

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Notes to the Condensed Consolidated Financial

March 31, 2026

June 30, 2026

NOTE 1 – BACKGROUND

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Fintech Services and Bitcoin Mining.

Beginning in 2026, the Company transitioned its

entire software development team to an artificial intelligence-assisted model for developing and maintaining its applications (commonly

referred to as “vibe coding”), under which the Company’s developers direct and review code generated by large language

model tools rather than authoring code directly.

The transition applies across both business segments.

Fintech Services:

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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.

Company’s eVance Capital, Inc subsidiary provides lending services to merchants processing with eVance, Inc.

Its Fintech Services span

credit and debit card acceptance, ACH payments, real-time payments, digital wallets, PayPal integration and payment terminal and hardware

SecurePay™, the Company’s proprietary

payment gateway, is the core of these services.

Card, ACH and real-time payment transactions are routed and authorized through SecurePay™,

which also delivers PayPal integration and supports 3-D Secure (Visa) authentication on card-not-present transactions, helping merchants

reduce fraud and, for authenticated transactions, shift chargeback liability to the card issuer.

The Company delivers these services through its

subsidiary (“eVance”), which provides an integrated suite of merchant payment processing services and related

proprietary software, 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

and risk and as a result, receives additional charges for this service and risk.

Implementation of Agentic Commerce and Automation Services.

The Company is implementing agentic commerce and automation services across

its Fintech Services platforms, adding artificial intelligence (“AI”) capabilities to each existing platform, including conversational

AI support tools and AI-assisted risk mitigation and fraud monitoring capabilities for eVance merchants;

AI-driven underwriting and merchant

boarding workflows intended to support same-day merchant approval, including background checks, sanctions screening and PCI compliance

verification;

a new point-of-sale (“POS”) solution with embedded AI functionality;

and tools for the Company’s ISOs

and sales personnel intended to accelerate the calculation and payment of residual compensation.

Human review and oversight remain in

place for underwriting, risk and compliance activities.

Certain of these capabilities remain in development and have not yet been deployed

to merchants.

See “Artificial Intelligence and Agentic AI Initiatives” in Item 2 of this Quarterly Report.

CrowdPay.us, Inc.

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been nominal.

The Company also owns Crowd Ignition, Inc.

(“Crowd Ignition”), a web-based Regulation Crowdfunding platform

that provides broker-dealers, merchant banks and law firms with the ability to market offerings, collect payments and issue securities.

The Company is developing an application that will enable issuers using the CrowdPay platform to generate tokenized offerings, provide

investors with additional payment options and access live AI chatbot support.

The application is in the development stage and has not

yet been launched.

The Company expects to release an initial update to the CrowdPay and Crowd Ignition platforms during the fourth quarter

of 2026, with a full launch anticipated in early 2027.

The Company expects the platforms to support stablecoin payment options, which

would be provided through licensed or otherwise authorized third-party payment providers and not by the Company.

Development and launch

of the application are subject to applicable securities laws and other regulatory requirements, and there is no assurance that the application

will be launched on the anticipated timeline, or at all.

See Item 1A, “Risk Factors.”

OmniSoft, Inc.

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to the overall business.

The Company markets its AI-enabled merchant applications

under the iStores AI and ShopFast AI brands, and provides credit card payment gateway services under the SecurePay™ brand.

is designed primarily around AI-based fraud detection, including real-time transaction screening and dynamic risk scoring, together with

AI-assisted merchant boarding and underwriting workflows.

SecurePay™ integrates with third-party accounting, payment and authentication

providers, including QuickBooks, PayPal, 3-D Secure authentication (a protocol developed by Visa) and TSYS, a payment processor.

also supports automated clearing house (“ACH”) payment services.

On May 14, 2021, the Company formed its wholly

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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.

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 LLC.

On May 23, 2025, the Company and Cuentas entered into a settlement in connection with the Membership Interest

Purchase Agreement.

As a result, the Company recognized a $ 111,000 gain on settlement.

The Company also provides e-commerce development

and consulting services on a project-by-project basis.

The Company is resuming the process of obtaining money transmitter licenses

(“MTLs”) for OLBit, including the preparation and submission of license applications in the states in which the Company intends

to conduct OLBit’s lending and transactional business, and is continuing to plan the scope and sequencing of those filings.

of MTLs is subject to review and approval by state regulators, and there is no assurance that the Company will obtain any MTL, or that

it will do so on the timeline it currently anticipates.

On June 15, 2023, the Company purchased Moola

Cloud, LLC (“Moola Cloud”), formerly known as SDI, LLC a Florida LLC whose platform and network serve approximately 31,600

bodega convenience stores in and around the country in all 50 states.

Moola Cloud is a wholly owned subsidiary.

new POS solution described above is being developed for the Moola Cloud merchant network and will combine payment acceptance with a self-service

website builder, enabling merchants to create and maintain their own eCommerce storefronts alongside their in-store operations.

solution has been upgraded and is ready for implementation at merchant locations.

The Company also provides eCommerce development

and consulting services on a project-by-project basis, including custom artificial intelligence-based development projects for merchants

and other clients that are related to transaction processing and other transaction-driven activities.

Bitcoin Mining Business:

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The purpose of DMINT is to operate its business related to Bitcoin mining (“Bitcoin

The Company is currently in the process of spinning off DMINT into a stand-alone entity.

On October 21, 2024, DMINT

filed a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to the proposed spin-off and the resulting

issuance of DMINT equity to the Company’s stockholders.

The spin-off distribution is expected to occur upon the Registration Statement

being declared effective and the approval by the Nasdaq Capital Market of the listing of DMINT’s common stock, at which time the

shares of DMINT common stock held by the Company are expected to be distributed to the Company’s stockholders on a pro rata basis.

Completion of the spin-off is subject to these conditions, and there is no assurance that the spin-off will be completed.

On June 24, 2022 the Company formed DMINT Real

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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 three month period ending March 31, 2026 and not necessarily indicative

results of operations and cash flows of the Company as of and for the six month period ending June 30, 2026 and not necessarily indicative

of the results to be expected for the full year ending December 31, 2026.

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at each reporting date, and any changes are reflected in the financial statements.

A three-tier fair value hierarchy is established

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.

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At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

As of March 31, 2026 and December 31, 2025, the Company had $ 1,926,592 and $ 0 , respectively, of cash in excess of the FDIC’s $ 250,000 coverage

As of June 30, 2026 and December 31, 2025, the Company had $ 1,029,414 and $ 0 , respectively, of cash in excess of the FDIC’s $ 250,000 coverage

Operating Segments

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The Company has two operating segments as of

March 31, 2026 and December 31, 2025 (see Note 14).

June 30, 2026 and December 31, 2025 (see Note 14).

Stock-based Compensation

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of common stock during the period.

The weighted average number of common shares for the three months ended March 31, 2026 and March 31,

2025 does not include warrants to acquire 6,334,499 and 856,313 , respectively, shares of common stock because of their anti-dilutive effect.

The weighted average number of common shares for the three months ended March 31, 2026 and 2025, does not include 20,000 and 20,000 options,

respectively, to purchase common stock because of their anti-dilutive effect.

The Company obtains bitcoin through its 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”.

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 March 31, 2026 and December 31, 2025, the carrying

value of the Company’s bitcoin was $ 47,891 and $ 7 , respectively.

As of March 31, 2026, the Company had 0.70 bitcoin on hand which

had a fair value of $ 47,891 based on the price of bitcoin of approximately $ 68,233 .

The weighted average number of common shares for the six months ended June 30, 2026 and 2025 does not

include warrants to acquire 6,334,500 and 856,313 , respectively, shares of common stock because of their anti-dilutive effect.

average number of common shares for the six months ended June 30, 2026 and 2025, does not include 20,000 and 20,000 options, respectively,

to purchase common stock because of their anti-dilutive effect.

The Company earns bitcoin through its cryptocurrency

mining activities and accounts for the related mining revenue in accordance with its revenue recognition policy.

Bitcoin held by the Company

meets the criteria for accounting under ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets .

The Company measures

its bitcoin holdings at fair value at each reporting date, with changes in fair value recognized in net income.

Bitcoin is not amortized

and is not subject to the impairment model applicable to other indefinite-lived intangible assets.

The fair value of bitcoin is determined using

quoted market prices from the Company’s principal market as of the reporting date in accordance with ASC 820, Fair Value Measurement .

Gains and losses resulting from changes in the fair value of bitcoin are presented separately from changes in the carrying amounts of

other intangible assets in the consolidated statements of operations.

Upon disposition of bitcoin, the Company recognizes the difference

between the proceeds received and the carrying value of the bitcoin disposed of in net income.

At June 30, 2026 and December 31, 2025, the carrying value of

the Company’s bitcoin was $ 100,820 and $ 7.00 , respectively.

As of June 30, 2026, the Company had 1.72 bitcoin on hand which had

a fair value of $ 100,820 based on the price of bitcoin of approximately $ 58,559 .

As of December 31, 2025, the Company had 0.0001 bitcoin

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for Goodwill Impairment , the Company performed a quantitative assessment of goodwill and determined there was no impairment at December

A summary of goodwill as of March 31, 2026, is

A summary of goodwill as of June 30, 2026, is

Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018

Acquisition of 80.01 % interest of Cuentas SDI, LLC on June 15, 2023

Goodwill balance as of March 31, 2026

Goodwill balance as of June 30, 2026

Accounts Receivable

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Based on collection experience and periodic reviews of outstanding receivables, we have recorded an allowance balance of $ 207,850

and $ 207,850 as of March 31, 2026 and December 31, 2025, respectively.

and $ 207,850 as of June 30, 2026 and December 31, 2025, respectively.

This balance represents an amount related to the ongoing lawsuit

At March 31, 2026, the loan was not considered to be in default.

At June 30, 2026, the loan was not considered to be in default.

Reserve for Chargeback Losses

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and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly.

the three months ended March 31, 2026 and 2025 chargebacks have reduced recorded revenue amounts and no reserve for loss has been recorded

as of March 31, 2026 and 2025.

the three and six months ended June 30, 2026 and 2025 chargebacks have reduced recorded revenue amounts and no reserve for loss has been

recorded as of June 30, 2026 and 2025.

Revenue Recognition

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For the Three Months Ended

For the Six Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Revenue, net - cryptocurrency mining

Other revenue from monthly recurring subscriptions

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Monthly recurring subscriptions

generates recurring revenue through monthly subscriptions for software services.

This service is provided based on an agreement

with the customer regarding software services.

The Company generates recurring revenue through

monthly subscriptions for software services.

This service is provided based on an agreement with the customer regarding software

Performance obligations are promises in a contract to a customer.

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

The Company allocates to the performance obligation 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.

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.

allocates to the performance obligation 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:

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asset mining pool operators to provide the service of performing hash computations for the mining pool operator.

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

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.

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.

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

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Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period.

Company’s Bitcoin earned are actively traded on the major trading platforms.

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.

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.

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”).

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, Revenue from

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as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom services.

As of March 31, 2026 and December 31, 2025, customer deposits were $0 .

As of June 30, 2026 and December 31, 2025, customer deposits were $0 .

The Company determines whether an arrangement

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Recent Accounting Pronouncements

In November 2024 , the FASB issued Accounting

Standards Update 2024-03 “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) ”

which requires that at each interim and annual reporting period an entity:

Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each relevant expense caption.

A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the listed expense categories.

Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

These amendments are effective for annual reporting

periods beginning after December 15, 2026 , and interim reporting periods beginning after December 15, 2027 :

prospectively to financial statements issued for reporting periods after the effective date of this Update or ( 2 ) retrospectively

to any or all prior periods presented in the financial statements.

The Company expects to enhance disclosures of expenses based on new

requirements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which

requires public business entities to provide additional disclosures about certain expenses included in the income statement.

The amendments

require entities to disclose, in the notes to the financial statements, specified information about certain costs and expenses, including

purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion, when such amounts are included

in relevant expense captions.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and for interim

reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently

evaluating the impact of adopting ASU 2024-03 on its financial statement disclosures.

In November 2024 , the FASB also issued

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NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s unaudited 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 March 31, 2026, the Company had cash of approximately

$ 2,328,000 , accounts receivable of approximately $ 16,000 , prepaid expenses of approximately $ 441,000 , other receivables of $ 876,000

and other current assets of approximately $ 74,000 .

At March 31, 2026, the Company has accounts payable and accrued expenses of approximately

$ 4,542,000 .

During the first quarter of 2026, the Company raised capital through a direct offering and a PIPE.

The total cash to the Company

from these transactions totaled over $ 3,700,000 .

The Company’s unaudited consolidated financial

statements have been prepared in accordance with U.S.

In accordance with ASC 205-40, Presentation of Financial Statements—Going

Concern , management has evaluated whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s

ability to continue as a going concern for the one-year period following the date these unaudited consolidated financial statements are

As of June 30, 2026, the Company had cash of approximately

$ 1,280,000 , prepaid expenses of approximately $ 441,000 , other receivables of approximately $ 876,000 , and other current assets of approximately

As of June 30, 2026, the Company had accounts payable and accrued expenses of approximately $ 4,373,000 .

During the first quarter

of 2026, the Company raised more than $ 3,700,000 of cash through a registered direct offering and a private investment in public equity

(“PIPE”) transaction.

On August 7, 2026, the Company entered into an Equity Distribution Agreement with Maxim Group LLC providing

for the sale and issuance by the Company of shares of its common stock, par value $ 0.0001 per share, from time to time in an “at

the market offering” program (the “ATM”).

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.

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.

The Company has reviewed its cash flow activity during the three months

ended March 31, 2026 and projected cash flow forecast for remainder of 2026 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 Quarterly Report.

Based on projected cash to be used in operations to be offset by expected proceeds from capital raises, 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 Quarterly Report.

However, management recognizes that it

may be required to obtain additional resources to successfully execute its business plans.

spinning off DMINT into a stand-alone entity, which is expected to occur during the next twelve months.

Following the spin-off, the Company

will no longer be responsible for the capital requirements associated with operating the Bitcoin Mining Segment.

DMINT, as a stand-alone

entity, intends to seek additional capital, as necessary, through equity financings or borrowings secured by its assets, which include

the property located in Selmer, Tennessee and its Bitcoin mining computers.

Based on management’s evaluation of the

Company’s existing liquidity, recent capital-raising activities, expected cash requirements, and other relevant conditions and events,

management concluded that the Company has sufficient liquidity to meet its obligations as they become due for at least one year from the

date these unaudited consolidated financial statements are issued.

Accordingly, management concluded that substantial doubt about the

Company’s ability to continue as a going concern does not exist.

The Company has reviewed its cash flow activity

during the six months ended June 30, 2026 and projected cash flow forecast for remainder of 2026 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 Quarterly 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 Quarterly 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

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Management believes that the Company’s existing

cash resources, together with expected capital raises, potential advances under the ATM program, related party financing, and other available

funding sources, will be sufficient to support operations through May 15, 2027.

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 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

cash resources, together with the ATM, related party financing, and other available funding sources, will be sufficient to support operations

through August 14, 2027.

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.

4 – PROPERTY AND EQUIPMENT

and equipment consisted of the following:

Office equipment

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Property and Equipment, net

Depreciation expense for the three months ended

March 31, 2026 and 2025 was $ 3,410 and $ 258,349 , respectively.

NOTE 5 – 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.

year ended December 31, 2022, the Company received, as an initial draw on the MFA, $ 875,000 from VFS (the “Equipment Loan”).

Depreciation expense for the three and six months

ended June 30, 2026 was $ 3,412 and $ 6,822 , respectively.

Depreciation expense for the three and six months ended June 30,

2025 was $ 124,938 and $ 383,288 , respectively.

5 – NOTE PAYABLE

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 year ended December 31, 2025, the Company made repayments

of $ 38,838 .

As of March 31, 2026 and December 31, 2025, the note payable balance was $ 182,684 and $ 216,684 , respectively.

This liability

was amended on January 7, 2026, and will be paid in monthly installments of $ 8,000 .

NOTE 6 – STOCK OPTIONS

A summary of the status of the Company’s

outstanding stock options and changes is presented below:

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 year ended December

31, 2025, the Company made repayments of $ 38,838 .

As of June 30, 2026 and December 31, 2025, the note payable balance was $ 182,684 and

$ 216,684 , respectively.

This liability was amended on January 7, 2026, and will be paid in monthly installments of $ 8,000 .

6 – STOCK OPTIONS

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

Stock Options

Options outstanding December 31, 2024

Options outstanding December 31, 2025

Options outstanding March 31, 2026

Shares exercisable at March 31, 2026

During the three months ended March 31, 2026 and

2025, the Company recognized $ 0 and $ 33,875 , respectively, in stock-based compensation related to the above-mentioned options.

As of December

31, 2025 there was $ 0 of unrecognized expense for the above-mentioned options.

The weighted average contractual term of the options outstanding

and of the option exercisable were 7.77 years.

NOTE 7 – WARRANTS

On January 22, 2026, the Company entered into

a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”)

pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 2,166,666 shares of the Company’s

common stock, and, in a concurrent private placement, warrants to purchase up to an aggregate of 2,166,666 shares of Common Stock, at

a combined purchase price per share and accompanying warrant of $ 0.60 .

The Warrants will be exercisable on the six-month anniversary of

issuance, will expire five years following the date of issuance, and have an exercise price of $ 0.78 per share.

The aggregate fair value of the 2,166,666 warrants

totaled $ 549,358 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.78 , 3.82 %

risk free rate, 110.63 % volatility and expected life of the warrants of 5 years .

The value of the warrants has been netted

against the proceeds of the offering proceeds and accounted for in additional paid in capital.

Options outstanding June 30, 2026

Shares exercisable at June 30, 2026

During the six months ended June 30, 2026 and 2025, the Company

recognized $ 0 and $ 67,750 , respectively, in stock-based compensation related to the above-mentioned options.

As of December 31, 2025 there

was $ 0 of unrecognized expense for the above-mentioned options.

The weighted average contractual term of the options outstanding and of

the option exercisable were 7.52 years.

January 22, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional

investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue, in a registered direct offering, an

aggregate of 2,166,666 shares of the Company’s common stock, and, in a concurrent private placement, warrants to purchase up to

an aggregate of 2,166,666 shares of Common Stock, at a combined purchase price per share and accompanying warrant of $ 0.60 .

will be exercisable on the six-month anniversary of issuance, will expire five years following the date of issuance, and have an exercise

price of $ 0.78 per share.

aggregate fair value of the 2,166,666 warrants totaled $ 549,358 based on the Black Scholes Merton pricing model using the following

exercise price of $ 0.78 , 3.82 % risk free rate, 110.63 % volatility and expected life of the warrants of 5 years .

The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

On February 18, 2026, the Company entered into

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of the Company’s common stock and (ii) common warrants to purchase up to 3,571,428 shares of Common Stock, at a combined purchase

price per Pre-Funded Warrant and accompanying Warrants of $ 1.05 .

The Pre-Funded Warrants are immediately exercisable,

will expire upon exercise in full of all Pre-Funded Warrants and have an exercise price of $ 0.0001 .

The Warrants will be exercisable upon

the Effective Date (as defined in the Purchase Agreement), will expire on the five-year anniversary of the Effective Date, and have an

exercise price of $ 0.92 per share.

The aggregate gross proceeds to the Company from the Offering were approximately $ 3.0 million, before

deducting placement agent fees and other offering expenses.

The aggregate fair value of the 3,571,428 warrants

totaled $ 1,446,782 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.92 , 3.66 %

risk free rate, 127.31 % volatility and expected life of the warrants of 5 years .

The value of the warrants has been netted

against the proceeds of the offering proceeds and accounted for in additional paid in capital.

A summary of the status of the Company’s

outstanding warrants and changes during the periods is presented below:

price per Pre-Funded Warrant and accompanying Warrants of $ 1.05 (the “February 18, 2026 Offering”).

Pre-Funded Warrants are immediately exercisable, will expire upon exercise in full of all Pre-Funded Warrants and have an exercise price

of $ 0.0001 .

The Warrants will be exercisable upon the Effective Date (as defined in the Purchase Agreement), will expire on the five-year

anniversary of the Effective Date, and have an exercise price of $ 0.92 per share.

The aggregate gross proceeds to the Company from the

Offering were approximately $ 3.0 million, before deducting placement agent fees and other offering expenses.

aggregate fair value of the 3,571,428 warrants totaled $ 1,446,782 based on the Black Scholes Merton pricing model using the following

exercise price of $ 0.92 , 3.66 % risk free rate, 127.31 % volatility and expected life of the warrants of 5 years .

The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

Upon the consummation of the February 18, 2026 Offering, the exercise

price of 410,147 warrants issued to the Purchaser on August 23, 2021 and November 8, 2021 (the “Existing Warrants”) shall,

on a one-time basis only, be reduced to $ 0.92 and the term shall be extended to February 19, 2029 .

The incremental change in fair value

of the modified warrants of approximately $ 317,000 has been netted against the proceeds of the offering proceeds and accounted for in

additional paid in capital.

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

Warrants Weighted

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Warrants Issued 8,595,237 0.53 4.87

Outstanding, March 31, 2026 9,191,641 $ 0.93 4.79

NOTE 8 – OPERATING LEASE

On November 13, 2024, 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 was for thirty-nine ( 39 ) months commencing

December 1, 2024.

The monthly base rent was $ 4,023.75 for the first twelve (12) months, beginning in April 2025, increasing each

year thereafter.

Warrants Exercised ( 2,857,142 ) — —

Outstanding, June 30, 2026 6,344,500 $ 4.40 2.59

8 – OPERATING LEASE

November 13, 2024, 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 was

for thirty-nine ( 39 ) months commencing December 1, 2024.

The monthly base rent was $ 4,023.75 for the first twelve (12) months,

beginning in April 2025, increasing each year thereafter.

The total rent for the entire lease term was $ 162,435 .

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

Operating lease expense for the three months ended

March 31, 2026 and 2025, was $ 3,361 and $ 2,907 , 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.

NOTE 9 – STOCKHOLDERS’ EQUITY

On January 22, 2026, the Company entered into

a securities purchase agreement with certain institutional investors pursuant to which it agreed to sell, in a registered direct offering,

2,166,666 shares of common stock and, in a concurrent private placement, warrants to purchase up to 2,166,666 additional shares of common

stock at a combined purchase price of $ 0.60 per share and accompanying warrant.

The offering closed on January 26, 2026, generating aggregate

net proceeds of approximately $ 1,096,783 , after deducting placement agent fees and other offering expenses.

The shares were issued pursuant

to an effective shelf registration statement on Form S-3, while the warrants were issued in a private placement.

The lease was cancelled

without penalty on December 31, 2025.

Operating lease expense for the six months ended

June 30, 2026 and 2025, was $ 3,361 and $ 15,650 , respectively.

Lease expense for the three months ended June 30, 2026 and 2025, was

$ 0 and $ 11,701 , 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.

9 – STOCKHOLDERS’ EQUITY

January 22, 2026, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it

agreed to sell, in a registered direct offering, 2,166,666 shares of common stock and, in a concurrent private placement, warrants to

purchase up to 2,166,666 additional shares of common stock at a combined purchase price of $ 0.60 per share and accompanying warrant.

The offering closed on January 26, 2026, generating aggregate net proceeds of approximately $ 1,096,783 , after deducting placement agent

fees and other offering expenses.

The shares were issued pursuant to an effective shelf registration statement on Form S-3, while the

warrants were issued in a private placement.

On February 18, 2026, the Company entered into

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$ 2,619,713 , after deducting placement agent fees and other offering expenses.

On January 21, 2026, the Company issued 550,000

shares of common stock for payment of various accounts payable totaling approximately $ 518,731 .

The shares were valued at $ 0.80 , the closing

stock price on the date of grant, for a total value of $ 437,325 .

The Company recorded a gain on the extinguishment of debt of $ 81,406 .

On January 21, 2026, the Company issued 350,000

shares of common stock for prepaid legal services totaling approximately $ 278,250 .

The shares were valued at $ 0.80 , the closing stock

price on the date of grant.

During the three months ended March 31, 2026,

the Company 11,627 shares of common stock were returned to the Company from Maxim Group LLC.

Refer to Note 11 for common stock issued to related

NOTE 10 – 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.

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 March 31, 2026 and December 31, 2025, there

were 0 and 0 shares of Series A Preferred Stock issued and outstanding, respectively.

Holders of Series A Preferred Stock are entitled

to the following rights and preferences.

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

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.

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

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.

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.

During the six months ended June 30, 2026, 2,857,142 warrants

were exercised for shares of common stock for total proceeds of $ 286 .

January 21, 2026, the Company issued 550,000 shares of common stock for payment of various accounts payable totaling approximately $ 518,731 .

The shares were valued at $ 0.80 , the closing stock price on the date of grant, for a total value of $ 437,325 .

The Company recorded a

gain on the extinguishment of debt of $ 81,406 .

January 21, 2026, the Company issued 350,000 shares of common stock for prepaid legal services totaling approximately $ 278,250 .

were valued at $ 0.80 , the closing stock price on the date of grant.

the six months ended June 30, 2026, 11,627 shares of common stock were returned to the Company from Maxim Group LLC.

to Note 11 for common stock issued to related parties.

10 – PREFERRED STOCK

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.

of June 30, 2026 and December 31, 2025, there were 0 and 0 shares of Series A Preferred Stock issued and outstanding, respectively.

of Series A Preferred Stock are entitled to the following rights and preferences.

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.

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.

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 11 – RELATED PARTY TRANSACTIONS

On August 12, 2024, the Company entered into an

agreement with Yakov Holdings, LLC, an entity controlled by Mr.

Yakov whereby Yakov Holdings, LLC committed to loan to the Company up

to Five Million Dollars ($ 5,000,000 ) (the “Yakov Holdings, LLC Loan”).

The Yakov Holdings, LLC Loan is revolving in nature,

allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total

outstanding amount shall not exceed Five Million Dollars ($ 5,000,000 ).

The interest rate of the Yakov Holdings, LLC Loan is 12 % and it

matures on August 12, 2025 .

On August 12, 2025, Yakov Holdings, LLC agreed to extend the note to mature on August 12, 2027.

the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets

of the Company.

During the three months ending March 31, 2026, Mr.

Yakov advanced the Company $ 2,500 and received repayments of $ 45,000 .

As of March 31, 2026 and December 31, 2025, the amount due to Yakov Holdings, LLC is $ 124,815 and $ 167,315 , respectively.

On October 14, 2025, the Company’s Board

of Directors approved, and on November 14, 2025 the Company entered into, an amended and restated employment agreement (the “Employment

Agreement”) with its Chairman, President and Chief Executive Officer, Ronny Yakov (the “Executive”).

The Employment

Agreement supersedes the prior agreement dated January 3, 2022 and has an initial term through December 31, 2030, with automatic one-year

renewals thereafter unless terminated in accordance with its terms.

Pursuant to the Employment Agreement, the Executive

is entitled to an annual base salary of $ 800,000 , subject to annual increases of 3 % beginning January 1, 2026.

The Executive is also eligible

to receive an annual performance-based bonus with a target amount of $ 400,000 , which is likewise subject to annual increases of 3 %.

addition, the Executive is eligible to receive transaction-based compensation, including (i) an acquisition bonus equal to 2% of the purchase

price of certain qualifying acquisitions and (ii) milestone bonuses generally equal to 1% of the value of specified corporate transactions

or events, as defined in the Employment Agreement.

The Employment Agreement provides for an equity

award consisting of 200,000 shares of the Company’s common stock per quarter.

The Executive is also entitled to participate

in the Company’s benefit plans, receive a monthly automobile allowance of $ 3,500 , and be reimbursed for reasonable business expenses.

During the three months ended March 31, 2026,

the Company granted 200,000 shares of common stock to the CEO pursuant to the terms of their employment agreement.

The shares were valued

at $ 0.65 , the closing price on the date of grant for total non-cash expense of $ 130,120 .

As of March 31, 2026, the shares have not yet

been issued by the transfer agent and are disclosed as common stock to be issued.

NOTE 12 – 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

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

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:

share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends

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.

11 – RELATED PARTY TRANSACTIONS

August 12, 2024, the Company entered into an agreement with Yakov Holdings, LLC, an entity controlled by Mr.

Yakov whereby Yakov Holdings,

LLC committed to loan to the Company up to Five Million Dollars ($ 5,000,000 ) (the “Yakov Holdings, LLC Loan”).

Holdings, LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions

set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($ 5,000,000 ).

The interest rate of

the Yakov Holdings, LLC Loan is 12 % and it matures on August 12, 2025 .

On August 12, 2025, Yakov Holdings, LLC agreed to extend the note

to mature on August 12, 2027.

In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the

benefit of Yakov Holdings, LLC over all of the assets of the Company.

During the six months ending June 30, 2026, Mr.

Yakov advanced

the Company $ 14,024 and received repayments of $ 45,000 .

As of June 30, 2026 and December 31, 2025, the amount due to Yakov Holdings,

LLC is $ 136,339 and $ 167,315 , respectively.

October 14, 2025, the Company’s Board of Directors approved, and on November 14, 2025 the Company entered into, an amended and

restated employment agreement (the “Employment Agreement”) with its Chairman, President and Chief Executive Officer, Ronny

Yakov (the “Executive”).

The Employment Agreement supersedes the prior agreement dated January 3, 2022 and has an initial

term through December 31, 2030, with automatic one-year renewals thereafter unless terminated in accordance with its terms.

Effective May 15, 2026, the Company entered into

an amended and restated employment agreement with Mr.

Yakov, which supersedes his prior employment agreement and extends through December

31, 2030, with automatic one-year renewals thereafter.

The agreement provides for an annual base salary of $ 800,000 and a target annual

bonus of $ 400,000 , each subject to annual 3 % increases, as well as acquisition and milestone bonuses, quarterly grants of 200,000 shares

of common stock, and a monthly automobile allowance of $ 3,500 .

The agreement also provides for certain severance benefits upon termination

without cause or for good reason and accelerated vesting of equity awards upon a change in control.

the three months ended March 31, 2026, the Company granted 200,000 shares of common stock to the CEO pursuant to the terms of their employment

The shares were valued at $ 0.65 , the closing price on the date of grant for total non-cash expense of $ 130,120 .

the three months ended June 30, 2026, the Company granted 200,000 shares of common stock to the CEO pursuant to the terms of their employment

The shares were valued at $ 0.48 , the closing price on the date of grant for total non-cash expense of $ 96,200 .

12 – COMMITMENTS AND CONTINGENCIES

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable

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, N.A., f/k/a First National

Bank Albany/Breckenridge (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, Cynthia M.

Lambert, an individual, Debra Kaye Beard, an individual, Debra Kaye Beard,

as Independent Executrix of the Estate of Olan Eugene Beard, Deceased, and Ricky Beard, an individual, 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

(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;

(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.

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.

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 Texas action is currently in discovery, and the Company has amended its pleading in that action to

assert additional causes of action and to add additional individual defendants.

In the New York action, the remaining step is the submission

of the Company’s summary judgment papers, which are due on October 15, 2026.

Trial dates have not been set in either action.

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.

Company management has recognized a liability

for the $ 2,000,000 contingent payment amount as of March 31, 2026 and December 31, 2025.

Legal proceedings regarding this matter began

in 2022 and have continued through 2025.

NOTE 13 – INCOME TAX

The Company accounts for income taxes in accordance

with ASC 740, Income Taxes.

For interim periods, the Company computes its income tax provision using an estimated annual effective tax

rate , adjusted for discrete items occurring during the period.

For the three months ended March 31, 2026 and

2025, the Company recorded no income tax expense or benefit.

The Company incurred losses before income taxes of $ 1,077,582 and $ 1,088,998

for the three months ended March 31, 2026 and 2025, respectively.

The expected tax benefit generated from these losses was fully offset

by a valuation allowance against deferred tax assets, resulting in an effective tax rate of 0.0 % for each period.

The Company maintains a full valuation allowance

against its deferred tax assets, which consist primarily of net operating loss carryforwards and other temporary differences, because

management believes it is more likely than not that the deferred tax assets will not be realized.

Management evaluates the realizability

of deferred tax assets each reporting period based on available evidence, including cumulative losses, projected future taxable income,

and tax-planning strategies.

There were no material changes to the Company’s deferred tax assets or valuation allowance during the

three months ended March 31, 2026.

The Company’s net operating loss carryforwards

may be subject to limitation under Section 382 of the Internal Revenue Code in the event of an ownership change.

The Company has not recorded

any liability for uncertain tax positions and is not currently under examination by taxing authorities.

NOTE 14 – SEGMENTS

The Company applies ASC 280, Segment Reporting ,

in determining its reportable segments.

The Company has two reportable segments:

The parties are working on a payment schedule but have been unable to agree on terms to date.

management has recognized a liability for the $ 2,000,000 contingent payment amount as of June 30, 2026 and December 31, 2025.

Legal proceedings

regarding this matter began in 2022 and have continued through 2026.

13 – INCOME TAX

Company accounts for income taxes in accordance with ASC 740, Income Taxes.

For interim periods, the Company computes its income tax

provision using an estimated annual effective tax rate , adjusted for discrete items occurring during the period.

the six months ended June 30, 2026 and 2025, the Company recorded no income tax expense or benefit.

The Company incurred losses before

income taxes of $ 2,132,388 and $ 3,213,312 for the six months ended June 30, 2026 and 2025, respectively.

The expected tax benefit generated

from these losses was fully offset by a valuation allowance against deferred tax assets, resulting in an effective tax rate of 0.0 % for

Company maintains a full valuation allowance against its deferred tax assets, which consist primarily of net operating loss carryforwards

and other temporary differences, because management believes it is more likely than not that the deferred tax assets will not be realized.

Management evaluates the realizability of deferred tax assets each reporting period based on available evidence, including cumulative

losses, projected future taxable income, and tax-planning strategies.

There were no material changes to the Company’s deferred

tax assets or valuation allowance during the six months ended June 30, 2026.

Company’s net operating loss carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code in the event

of an ownership change.

The Company has not recorded any liability for uncertain tax positions and is not currently under examination

by taxing authorities.

14 – SEGMENTS

The Company accounts for its reportable segments

in accordance with ASC 280, Segment Reporting .

The Company has identified 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 operating segments to assess the performance of the business of

our reportable operating segments.

The following is the balance sheet for the

Company’s reportable segments for the three months ended March 31, 2026.

Operating segments are components of the Company for which discrete financial information is available and is regularly reviewed by the

Company’s Chief Operating Decision Maker (“CODM”) in assessing segment performance and making decisions regarding the

allocation of resources.

The Company’s CODM consists of its Chief

Executive Officer and Vice President.

The CODM regularly reviews the financial results of each reportable segment, including revenues

and expenses, to assess segment performance, evaluate operating results, and make decisions regarding the allocation of resources.

Company’s segment disclosures reflect the financial information and measures regularly provided to and reviewed by the CODM.

following is the balance sheet for the Company’s reportable segments for as of June 30, 2026.

Current Assets:

Accounts receivable, net

Prepaid expenses

Accounts receivable

Other receivables

12 unchanged sentences

Related party payable

Accrued interest – related party

Note payable – current portion

Due to/from intercompany

( 24,370,147 )

Total Current Liabilities

( 18,243,934 )

Total Liabilities

( 18,243,934 )

Stockholders’ Equity:

Series A Preferred stock

Common stock to be issued

Treasury stock

1 unchanged sentence

Accumulated deficit

( 53,617,905 )

( 21,908,535 )

( 75,526,440 )

Total stockholders’ equity (deficit)

( 21,908,435 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The following tables detail revenue and operating

expenses for the Company’s reportable segments for the three months ended March 31, 2026.

following tables detail revenue and operating expenses for the Company’s reportable segments for the six months ended June 30,

Transaction and processing fees

12 unchanged sentences

( 1,940,504 )

( 2,529,756 )

Other income (expense):

Unrealized loss of cryptocurrency

Interest expense

Loss on settlement of accounts payable

Gain on settlement of accounts payable

Total other income

( 1,500,682 )

The following is the balance sheet for the

Company’s reportable segments for the year ended December 31, 2025.

( 2,132,388 )

following is the balance sheet for the Company’s reportable segments for the year ended December 31, 2025.

Current Assets:

33 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The following tables detail revenue and operating

expenses for the Company’s reportable segments for the three months ended March 31, 2025.

following tables detail revenue and operating expenses for the Company’s reportable segments for the six months ended June

Transaction and processing fees

13 unchanged sentences

Loss from operations

( 1,490,244 )

( 1,055,181 )

( 2,545,425 )

Other income (expense):

Interest expense

Loss on conversion related party

Loss on extinguishment of debt

Other expense

1 unchanged sentence

( 2,158,131 )

( 1,055,181 )

( 3,213,312 )

Deemed Preferred dividends (related party)

Preferred dividends (related party)

3 unchanged sentences

$ ( 4,018,942 )

NOTE 15 – 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 March 31, 2026 and December 31, 2025.

Legal proceedings

regarding this matter began in 2022 and have continued through 2026, see Note 12.

NOTE 16 – SUBSEQUENT EVENTS

15 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data

Corporation (“Seller”) whereby we acquired a portfolio of merchants utilizing financial transaction processing services (the

“Acquired Merchant Portfolio”).

The purchase price was $ 20 million, with $ 16 million paid at closing, $ 2 million payable

within six months after closing, and a $ 2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment,

as described in the Agreement.

Company management has recognized a liability for the $ 2,000,000 contingent payment amount as of June

30, 2026 and December 31, 2025.

Legal proceedings regarding this matter began in 2022 and have continued through 2026, see Note 12.

16 – SUBSEQUENT EVENTS

In accordance with ASC 855 management has performed

an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the following

material subsequent events to disclose in these financial statements.

Subsequent to March 31, 2026, 2,159,142 of the

prefunded warrants were exercised for shares of common stock for total proceeds of $ 216 .

an evaluation of subsequent events through the date that the unaudited financial statements were issued and has determined that it has

the following material subsequent events to disclose in these unaudited financial statements.

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a third party for AI consulting services.

The shares were valued at $ 0.3059 , the closing stock price on the

date of grant, for total non-cash expense of $ 357,903 .

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a third party for consulting services.

The shares were valued at $ 0.3059 , the closing stock price on the date

of grant, for total non-cash expense of $ 357,903 .

On August 7, 2026, the Company issued 1,250,000

shares of common stock to a third party for AI consulting services.

The shares were valued at $ 0.3059 , the closing stock price on the

date of grant, for total non-cash expense of $ 382,375 .

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a third party for consulting services.

The shares were valued at $ 0.3059 , the closing stock price on the date

of grant, for total non-cash expense of $ 357,903 .

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a third party to be used for the settlement of accounts payable.

The shares were valued at $ 0.3059 , the closing

stock price on the date of grant, for total value of $ 357,903 .

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a service provider for the settlement of accounts payable.

The shares were valued at $ 0.3059 , the closing stock

price on the date of grant, for total value of $ 357,903 .

On August 7, 2026, the Company issued 1,170,000

shares of common stock to a third party to be used for the settlement of accounts payable.

The shares were valued at $ 0.3059 , the closing

stock price on the date of grant, for total value of $ 357,903 .

All shares of common stock issued pursuant to

these transactions were issued in reliance upon Section 4(a)(2) of the Securities Act and are restricted securities under Rule 144.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements