What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-18 · 410 added, 273 removed, 13 unchanged (98% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

The information in this report contains forward-looking

All statements other than statements of historical fact made in this report are forward-looking.

In particular, the statements

herein regarding industry prospects and future results of operations or financial position are forward-looking statements.

These forward-looking

statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,”

“probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should”

or other variations or similar words.

No assurances can be given that the future results anticipated by the forward-looking statements

will be achieved.

Forward-looking statements reflect management’s current expectations and are inherently uncertain.

If underlying

assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s

expectations.

These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form

10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission.

Should one or more of these risks

or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those

anticipated in these forward-looking statements.

The Company undertakes no obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance

on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents

referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be

read in conjunction with our unaudited financial statements, included herewith.

This discussion should not be construed to imply that

the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative

of actual operating results in the future.

Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

We are a FinTech company that focuses on a suite

of products in the merchant services marketplace that seeks to provide integrated business solutions to merchants throughout the United States.

We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including

financial and transaction processing services.

We also have products that provide support for crowdfunding and other capital-raising initiatives.

We supplement our online platforms with certain hardware solutions that are integrated with our online platforms.

Our business functions

primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc.,

a Delaware corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”), though substantially

all of our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses

in the second half of 2019).

We expect to build out our OmniSoft software business and to rely more on individualized merchant services

offerings for revenue so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able

We have integrated all the applications for OmniSoft

and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM..

In July 2019, we launched a new merchant

and ISO boarding system that will be able to onboard merchants instantly.

This provides the merchant with an automated approval and ISOs

will have the ability to see all their merchants and their residuals as they load to the system.

On May 22, 2020, the Company purchased certain

assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing

platform (the “POSaBIT Asset Acquisition”).

The assets included, but were not limited to, software source codes, customer

lists, customer contracts, hardware and website domains.

On May 14, 2021, the Company formed OLBit, Inc.,

a wholly owned subsidiary (“OLBit”).

The purpose of OLBit is to hold the Company’s assets and operate its business related

to its emerging money transmission and transactional business.

OLBit was previously in the process of applying for money transmission

licenses in all 50 states.

In June 2023, it was decided to delay the process of applying for such licenses in order to have a greater

focus of financial and management resources on the Company’s payment processing business and Bitcoin mining business.

On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary

(“DMINT”) to operate in the Bitcoin mining industry, specifically the mining of Bitcoin.

DMINT initiated the first phase of

the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine

Bitcoin in Pennsylvania.

As of December 31, 2022, DMINT had purchased 1,000 computers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

information in this report contains forward-looking statements.

All statements other than statements of historical fact made in this

report are forward-looking.

In particular, the statements herein regarding industry prospects and future results of operations or financial

position are forward-looking statements.

These forward-looking statements can be identified by the use of words such as “believes,”

“estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,”

“expects,” “may,” “will,” or “should” or other variations or similar words.

No assurances

can be given that the future results anticipated by the forward-looking statements will be achieved.

Forward-looking statements reflect

management’s current expectations and are inherently uncertain.

If underlying assumptions prove inaccurate or unknown risks or

uncertainties materialize, our actual results may differ significantly from management’s expectations.

These risks and uncertainties

include those factors described in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31,

2025 filed with the Securities and Exchange Commission.

Our forward-looking statements include, among others, statements regarding our

deployment of artificial intelligence and agentic AI across our applications and operating functions, the expansion of our engineering

team and our adoption of “Agentic Coding” methodologies, the anticipated benefits, costs and timing of those initiatives,

the anticipated timing and completion of the DMINT spin-off, the sufficiency of our capital resources and our ability to raise additional

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results

may vary in material respects from those anticipated in these forward-looking statements.

The Company undertakes no obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be

required under applicable securities laws.

are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report

on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith.

This discussion

should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion

reached herein will necessarily be indicative of actual operating results in the future.

Such discussion represents only the best present

assessment of our management.

Overview and Description of Business

are a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business

solutions to merchants throughout the United States.

We seek to accomplish this by providing merchants with a wide range of products

and services through our various online platforms, including financial and transaction processing services.

We also have products that

provide support for crowdfunding and other capital-raising initiatives.

We supplement our online platforms with certain hardware solutions

that are integrated with our online platforms.

We generate revenue through two business segments, Fintech Services and Bitcoin Mining.

Our business functions through our wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io,

Inc., a Delaware corporation (“OmniSoft”), CrowdPay.Us, Inc., a New York corporation (“CrowdPay”), Crowd Ignition,

(“Crowd Ignition”), OLBit, Inc.

(“OLBit”), Moola Cloud, LLC (“Moola Cloud”) and DMINT, Inc.

(“DMINT”), though substantially all of our revenue has been generated from our eVance business.

We expect to build out our

OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that we are not dependent on

our revenue from our eVance business but there is no guarantee that we will be able to do so.

Fintech Services span credit and debit card acceptance, ACH payments, real-time payments, digital wallets, PayPal integration and payment

terminal and hardware rentals, and are delivered principally through SecurePay™, our proprietary payment gateway, through which

card, ACH and real-time payment transactions are routed and authorized and which supports 3-D Secure authentication on card-not-present

transactions.

We market our AI-enabled merchant applications under the iStores AI and ShopFast AI brands.

We also provide 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.

have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM..

In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly.

This provides the

merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the

May 22, 2020, the Company purchased certain assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements

with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”).

The assets included, but were

not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

May 14, 2021, the Company formed OLBit, Inc., a wholly owned subsidiary (“OLBit”).

The purpose of OLBit is to hold the Company’s

assets and operate its business related to its emerging money transmission and transactional business.

OLBit was previously in the process

of applying for money transmission licenses in all 50 states.

In June 2023, it was decided to delay the process of applying for such

licenses in order to have a greater focus of financial and management resources on the Company’s payment processing business and

Bitcoin mining business.

The Company has since resumed that process and is preparing and submitting money transmission license applications

in the states in which it intends to conduct OLBit’s lending and transactional business, while continuing to plan the scope and

sequencing of those filings.

Issuance of these licenses is subject to review and approval by state regulators, and there is no assurance

that the Company will obtain any such license, or that it will do so on the timeline it currently anticipates.

July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry, specifically

the mining of Bitcoin.

DMINT initiated the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer

S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania.

As of December 31, 2022, DMINT had purchased 1,000

DMINT has a data center located in Selmer, Tennessee.

In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts at the Selmer, Tennessee

location because of the lower cost of operations in the location.

As of December 31, 2025, DMINT had 1,000 computers and had 400 computers

online and mining for Bitcoin.

At March 31, 2026, DMINT had mined 60.71 Bitcoin.

On October 21, 2024, DMINT filed a Registration

Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), relating to the proposed spinoff from the Company

and resulting issuance of equity of DMINT to OLB shareholders.

On August 16, 2022, DMINT Real Estate Holdings, Inc.

a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial Park Drive, Selmer, McNairy

County, Tennessee for a purchase price of $408,000.

DMINT established a Bitcoin mining data center powered on the local power grid.

location is expected to have capacity for up to 5,000 mining machines.

The Company plans to complete the buildout of the building to be

fully operational with 5,000 machines in 2027 following a spin-off of DMINT into a standalone entity, which is currently in process and

has not yet been consummated.

As stated above, we are currently in the process

of spinning off DMINT into a stand-alone entity.

Our planned DMINT spin-off distribution (the “Spin-Off Distribution”) will

occur upon DMINT’s Form S-1 Registration Statement filing being declared effective by the Securities and Exchange Commission, and

the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s common shares on the NASDAQ.

the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will no longer be a wholly owned subsidiary of

the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares of common stock will be owned by the existing

stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc.

(“DREH”) will remain a wholly owned subsidiary of

CrowdPay.us™ operates a white label capital

raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital

raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website.

platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant

to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b)

and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant

to Regulation A+ of the Securities Act.

Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers

with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to

potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure

investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”).

CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between CrowdPay

and the Company and/or broker-dealer prior to the initiation of the offering.

CrowdPay also generates revenues by providing ancillary

services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering

and know-your-customer compliance.

In February 2023, DMINT redeployed its mining computers from its Pennsylvania

location and focused the mining efforts at the Selmer, Tennessee location because of the lower cost of operations in the location.

of December 31, 2025, DMINT had 1,000 computers and had 400 computers online and mining for Bitcoin.

At June 30, 2026, DMINT had mined

61.73 Bitcoin.

On October 21, 2024, DMINT filed a Registration Statement on Form S-1 with the Securities and Exchange Commission

(the “SEC”), relating to the proposed spinoff from the Company and resulting issuance of equity of DMINT to OLB shareholders.

August 16, 2022, DMINT Real Estate Holdings, Inc.

(“DREH”), a wholly owned subsidiary of DMINT, purchased 4.73 acres of land

and a building located at 565 Industrial Park Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000.

DMINT established

a Bitcoin mining data center powered on the local power grid.

The location is expected to have capacity for up to 5,000 mining machines.

The Company plans to complete the buildout of the building to be fully operational with 5,000 machines in 2027 following a spin-off of

DMINT into a standalone entity, which is currently in process and has not yet been consummated.

stated above, we are currently in the process of spinning off DMINT into a stand-alone entity.

Our planned DMINT spin-off distribution

(the “Spin-Off Distribution”) will occur upon DMINT’s Form S-1 Registration Statement filing being declared effective

by the Securities and Exchange Commission, and the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s

common shares on the NASDAQ.

Following the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will

no longer be a wholly owned subsidiary of the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares

of common stock will be owned by the existing stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc.

will remain a wholly owned subsidiary of DMINT

operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers

seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s

Our CrowdPay platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million

and $50 million pursuant to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings

pursuant to Rule 506(b) and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”),

and offerings pursuant to Regulation A+ of the Securities Act.

Our platform, which can be used for multiple offerings at once, provides

companies and broker-dealers with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers

to easily present online to potential investors relevant marketing and offering materials and by aiding in the accreditation and background

check processes to ensure investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission

CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that

is agreed to between CrowdPay and the Company and/or broker-dealer prior to the initiation of the offering.

CrowdPay also generates revenues

by providing ancillary services to the companies and broker-dealers utilizing our platform, including running background checks and providing

anti-money laundering and know-your-customer compliance.

CrowdPay is not a registered funding portal or a registered broker-dealer.

On January 3, 2022, the Company entered into a

share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

(“Crowd Ignition”) whereby the Company purchased

100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI

Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the

Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for

Crowd Ignition of $5.3 million.

January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock,

par value $0.0001 of the Company (the “CI Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement,

based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting

in an aggregate purchase price for Crowd Ignition of $5.3 million.

The share exchange transaction closed on January 3, 2022.

Prior to the closing of the share exchange transaction,

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of the Company, owned 100% of the equity of Crowd Ignition.

Crowd Ignition is a web-based crowdfunding software

The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments

and issue securities.

The software has been developed in response to, and to comply with, recent changes in investment regulations including

Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit

from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted

under Regulation CF.

On June 15, 2023, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01% of

the membership interests of Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, the “LLC”).

The LLC will enable the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card

platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’

Mobile App and digital wallet into its electronic portal.

The Company plans to market to the LLC’s merchant network, which currently

has approximately 31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase

products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes.

On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024

with the minority member of the LLC whereby it acquired the remaining 19.99% of the membership interests of the LLC for a purchase price

As a result, effective May 20, 2024, the Company owns 100% of the LLC.

On August 14, 2024, the LLC changed its name to Moola

The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including

its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has

any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present

or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to

provide services to such Merchant in competition with the Company;

or (ii) solicit or interfere with, disrupt or attempt to disrupt any

past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned

to the Company to terminate its contractual or business relationship with the Company.

Results of Operations

Management’s discussion and analysis of

financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations

of The OLB Group, Inc.

and its subsidiaries for the three months ended March 31, 2026.

Three Months Ended March 31, 2026 Compared

to the Three Months Ended March 31, 2025

For the three months ended March 31, 2026, we had total revenue of

$1,656,344 compared to $2,321,536 of revenue for the three months ended March 31, 2025, a decrease of $665,192 or 28.7%.

the closing of the share exchange transaction, Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of the Company,

owned 100% of the equity of Crowd Ignition.

Ignition is a web-based crowdfunding software system.

The software provides broker-dealer, merchant banks and law firms a platform to

market crowdfunding offerings, collect payments and issue securities.

The software has been developed in response to, and to comply with,

recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation

CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50 companies registered

with the SEC to provide the services permitted under Regulation CF.

June 15, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC

(“Seller”) whereby it acquired 80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company

(formerly Cuentas SDI, LLC, the “LLC”).

The LLC will enable the Company to focus on marketing to the underbanked communities

utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant

access to digital products to their customers’ Mobile App and digital wallet into its electronic portal.

The Company plans to market

to the LLC’s merchant network, which currently includes approximately 31,600 bodega convenience stores in and around New York and

New Jersey, the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing

solutions along with the ability to reload payment cards and their mobile phone minutes.

On May 20, 2024, the Company entered into a

Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC whereby

it acquired the remaining 19.99% of the membership interests of the LLC for a purchase price of $215,500.

As a result, effective May

20, 2024, the Company owns 100% of the LLC.

On August 14, 2024, the LLC changed its name to Moola Cloud, LLC.

The Agreement contains

a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals,

executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly

or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business

relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such

Merchant in competition with the Company;

or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective

business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate

its contractual or business relationship with the Company.

Intelligence and Agentic AI Initiatives

the six months ended June 30, 2026 and continuing through the date of this Quarterly Report, we have been re-engineering our operations

around artificial intelligence (“AI”), including agentic AI — autonomous software agents that are designed to plan,

decide and execute tasks with limited human intervention.

Our objective is to operate as an AI-native financial technology company.

AI strategy is organized around three principal initiatives, each of which is described below, and includes the implementation of agentic

commerce and automation services across our Fintech Services platforms.

These initiatives are in varying stages of design, development

and implementation, and there is no assurance that any of them will be completed on the timelines we currently anticipate, or at all,

or that they will produce the operational or financial benefits we expect.

Embedded in Our Applications.

We are working to add AI capabilities to our customer-facing and internal applications, including our

SecurePay™ payment gateway, our ShopFast AI eCommerce platform, iStores AI and the Moola Cloud merchant network.

The capabilities

we are developing or evaluating include real-time fraud detection, intelligent transaction routing, automated chargeback management,

dynamic risk scoring and conversational AI interfaces for merchants and consumers.

We are also developing an application that will enable

issuers using our CrowdPay platform to generate tokenized offerings, provide investors with additional payment options and access live

AI chatbot support, for which we expect to release an initial update during the fourth quarter of 2026 and to complete a full launch

in early 2027, including support for stablecoin payment options provided through licensed or otherwise authorized third-party providers;

a new point-of-sale solution for the Moola Cloud merchant network that 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, and that has been upgraded

with our recent services and is ready for implementation at merchant locations;

and custom AI-based development projects for merchants

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

Certain of these capabilities remain

in development and have not yet been deployed to merchants.

See Note 1 to our condensed consolidated financial statements and Item 1A,

“Risk Factors.”

AI Across Operating Functions.

We are deploying, or intend to deploy, agentic AI across our operating functions.

In customer support,

we are using AI agents to assist with merchant onboarding inquiries, ticket triage, transaction disputes and first-line support, with

escalation of exceptions to our personnel.

In risk and compliance, we are using AI agents to monitor merchant transaction patterns, merchant

category code classification, MATCH list exposure and know-your-customer and anti-money laundering signals in order to surface anomalies

In underwriting and merchant boarding, we are developing AI-driven boarding workflows intended to support same-day merchant

approval through SecurePay, including background checks, sanctions screening and PCI compliance verification.

In accounting and finance,

we are developing AI agents intended to automate invoice processing, reconciliation, residual calculations, expense categorization and

routine financial close activities.

In sales and independent sales organization (“ISO”) operations, we are developing AI

assistants intended to help ISOs track merchant residuals, model pricing scenarios and identify potential upsell opportunities.

review and oversight remain in place for underwriting, risk, compliance and financial reporting activities, and our internal control

over financial reporting is not dependent on these tools.

Engineering Team and “Agentic Coding.” Beginning in 2026, we transitioned our entire software development team to an

artificial intelligence-assisted model for developing and maintaining our applications, commonly referred to as “Agentic Coding”

or “vibe coding,” a software development methodology in which engineers direct and review code generated by large language

model tools rather than authoring code directly.

The transition applies across both of our business segments.

We are also adding engineering

personnel focused on agentic AI development, and we are training our existing developers to work in this manner, with AI coding agents

supporting scaffolding, refactoring, testing and documentation, and we are recruiting new engineers based in part on their ability to

build and orchestrate agentic AI systems.

We expect that these methods may compress development cycles, reduce engineering cost per feature

delivered and accelerate our ability to deliver merchant-specific solutions, although we have limited operating history with these methods

and cannot assure you that these expected benefits will be realized.

AI initiatives are in the early stages of implementation and did not have a material effect on our results of operations for the six

months ended June 30, 2026.

Costs incurred in connection with these initiatives to date have consisted primarily of personnel and third-party

software and services costs and are included within salaries and wages and general and administrative expenses in our condensed consolidated

statements of operations.

We expect these costs to increase as we hire additional engineering personnel and expand our use of third-party

AI models and tools.

To date, we have not recognized revenue that is separately attributable to these initiatives.

use of AI and agentic AI in a regulated payments business presents risks, including the risk of inaccurate or unreliable model outputs,

algorithmic bias, data privacy and data security exposure, dependence on third-party model providers, and evolving federal and state

regulation and card network rules governing the use of automated decision-making in underwriting, risk and compliance functions.

failure of these systems, or any determination by a regulator, card network or sponsor bank that our use of them is non-compliant, could

require us to modify or discontinue these initiatives and could adversely affect our business, results of operations and financial condition.

of Operations

discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated

results from operations of The OLB Group, Inc.

and its subsidiaries for the three and six months ended June 30, 2026.

Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

For the three months ended June 30, 2026, we had total revenue

of $1,279,251 compared to $2,267,191 of revenue for the three months ended June 30, 2025, a decrease of $987,940 or 43.6%.

In the current

1 unchanged sentence

of revenue from the Cryptocurrency Mining segment and $13,309 of revenue from the sale of digital products.

In the prior period we earned

$2,058,277 in transaction and processing fees, $12,124 in merchant equipment rental and sales, $72,637 in other revenue from monthly recurring

subscriptions, $85,482 of revenue from the Cryptocurrency Mining segment and $93,016 of revenue from the sale of digital products.

had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors

to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.

In addition, we

had a decrease of revenue from the Cryptocurrency Mining, due to the decline in the value of Bitcoin.

For the three months ended March 31, 2026, we

had processing and servicing costs of $1,481,251 compared to $1,808,814 of processing and servicing costs for the three months ended March

For the three months ended

June 30, 2025, we earned $2,096,342 in transaction and processing fees, $4,563 in merchant equipment rental and sales, $70,359 in other

revenue from monthly recurring subscriptions, $60,190 of revenue from the Cryptocurrency Mining segment and $35,737 of revenue from the

sale of digital products.

We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company

transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.

In addition, we had a decrease of revenue from the Cryptocurrency Mining, due to the decline in the value of Bitcoin.

the three months ended June 30, 2026, we had processing and servicing costs of $1,063,595 compared to $1,964,314 of processing and servicing

costs for the three months ended June 30, 2025, a decrease of $900,719 or 45.9%.

Processing and servicing costs decreased in conjunction

with the decreased revenue and merchant attrition.

and depreciation expense for the three months ended June 30, 2026 was $3,412 compared to $0 for the three months ended June 30, 2025,

an increase of $3,412.

We recorded amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

decrease in the current period is due to most of the assets being fully amortized in 2024 and the remainder in Q1 2025.

expense for our Bitcoin Mining Segment was $0 for the three months ended June 30, 2026, compared to $120,967, for the three months ended

June 30, 2025, a decrease of $120,967.

The decrease in the current period is due to assets being impaired and/or fully depreciated in

prior periods.

Salary and wage expense for the three months ended

June 30, 2026, was $812,600 compared to $1,052,614 for the three months ended June 30, 2025, a decrease of $240,014 or 22.8%.

In the current

period, we granted shares of common stock to our CEO for total non-cash expense of $96,200 in accordance with his new employment agreement.

This increase to wage expense was offset with fewer employees, and therefore lower wage expense in 2026.

The decrease in employees will

not have an effect on future earnings.

If the Company feels the employees/positions need to be replaced, then the Company will hire for

the position.

fees for the three months ended June 30, 2026, were $126,264 compared to $334,566 for the three months ended June 30, 2025, a decrease

of $208,302 or 62.3%.

Professional fees consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease

in legal fees.

and administrative expenses for the three months ended June 30, 2026, was $533,248 compared to $491,476 for the three months ended June

30, 2025, an increase of $41,772 or 8.5%.

The increase was mainly due to an increase of utility expense and insurance expense.

For the three months ended June 30, 2026, the Company recognized

total other income of $205,062, consisting of $75,902 of interest expense and an unrealized loss in the fair value of cryptocurrency of

This was offset by a $301,612 gain on the settlement of accounts payable through the issuance of common stock.

For the three

months ended June 30, 2025, we had total other expenses of $427,568.

We incurred interest expense for related parties of $169,805 and

other expense of $30,000.

We also recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries

and loans payable of $175,763.

Our net loss for the three months ended June 30, 2026, was $1,054,806

compared to $2,124,314 for the three months ended June 30, 2025.

This was a decrease in our net loss of $1,069,508.

Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

the six months ended June 30, 2026, we had total revenue of $2,935,595 compared to $4,588,727 of revenue for the six months ended June

30, 2025, a decrease of $1,653,132 or 36%.

Processing and servicing costs decreased in conjunction with the decreased revenue and merchant

Amortization expense for the three months ended

March 31, 2026 was $0 compared to $3,972 for the three months ended March 31, 2025, a decrease of $3,972.

In the current period we earned $2,687,681 in transaction and processing fees, $48,727 in

other revenue from monthly recurring subscriptions, $121,461 of revenue from the Cryptocurrency Mining segment and $77,726 of revenue

from the sale of digital products.

For the six months ended June 30, 2025, we earned $4,154,619 in transaction and processing fees, $16,687

in merchant equipment rental and sales, $142,996 in other revenue from monthly recurring subscriptions, $145,672 of revenue from the

Cryptocurrency Mining segment and $128,753 of revenue from the sale of digital products.

We had a decrease in revenue primarily due to

a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working

to acquire new vendors to replace others that have gone out of business.

In addition, we had a decrease of revenue from the Cryptocurrency

Mining, due to the decline in the value of Bitcoin.

the six months ended June 30, 2026, we had processing and servicing costs of $2,544,846 compared to $3,773,128 of processing and servicing

costs for the six months ended June 30, 2025, a decrease of $1,228,282 or 32.6%.

Processing and servicing costs decreased in conjunction

with the decreased revenue and merchant attrition.

Amortization and depreciation expense for the six months ended

June 30, 2026 was $6,822 compared to $3,972 for the six months ended June 30, 2025, an increase of $2,850.

We recorded amortization expense

on our merchant portfolio, trademarks and natural gas purchase rights.

The decrease in the current period is due to most of the

The increase in the current period is due to all of those

assets being fully amortized in 2024 and the remainder in Q1 2025.

Depreciation expense for our Bitcoin Mining Segment was $3,410 for

the three months ended March 31, 2026, compared to $258,349, for the three months ended March 31, 2025, a decrease of $254,938 or 98.7%.

The decrease in the current period is due to assets being impaired and/or fully depreciated in prior periods.

Salary and wage expense for the three months ended March 31, 2026,

was $669,437 compared to $531,356 for the three months ended March 31, 2025, an increase of $138,081 or 26%.

In the current period, we

granted shares of common stock to our CEO for total non-cash expense of $130,120 in accordance with his new employment agreement.

Professional fees for the three months ended March

31, 2026, were $142,405 compared to $77,573 for the three months ended March 31, 2025, an increase of $64,832 or 83.6%.

Professional fees

consist mainly of audit and legal fees.

The increase in the current period is due to an increase in legal fees.

General and administrative expenses for the three

months ended March 31, 2026, was $629,729 compared to $490,151 for the three months ended March 31, 2025, an increase of $139,578 or 28.5%.

The increase was mainly due to an increase of approximately $40,100 in utility expense and insurance expense of $69,300.

For the three months ended March 31, 2026, the Company recognized total

other income of $192,306, consisting of $100 of interest expense, a $81,406 gain on the settlement of accounts payable through the issuance

of common stock, and a $111,000 gain on the settlement of debt.

For the three months ended March 31, 2025, we had total other expense

of $240,319, which consisted of interest expense of $225,319 and other expense of $15,000.

Our net loss for the three months ended March

31, 2026, was $1,077,582 compared to $1,088,998 for the three months ended March 31, 2025.

This was a decrease in our net loss of $11,416.

Liquidity and Capital Resources

Changes in Cash Flows

Operating Activities

For the three months ended March 31, 2026, we

used $1,338,207 of cash in operating activities, which included our net loss of $1,077,582 offset by non-cash reconciling items of

$3,410 prepaid, $130,120 stock compensation expense for shares issued and a $192,406 gain on the settlement of accounts payable and debt.

There were net changes in operating assets and liabilities of $201,749.

For the three months ended March 31, 2025, we

used $155,842 of cash in operating activities, which included our net loss of $1,088,998 offset by $262,073 for amortization and depreciation

expense, $423 for lease expense, $33,875 for stock based compensation expense and net changes in operating assets and liabilities of $636,785.

Financing Activities

For the three months ended March 31, 2026, we

received net cash of $3,650,153 in financing activities as a result of receiving $2,500 from our CEO, $1,097,000 from the sale of common

stock, $2,619,713 from the sale of prefunded warrants and contributed capital of $9,940.

We made repayments on our note payable of $34,000

and to our CEO of $45,000.

For the three months ended March 31, 2025, we

received net cash of $157,746 in financing activities as a result of receiving $18,881 from our CEO and $187,913 from the sale of common

stock, and an increase in our cash overdraft of $28,671.

expense for our Bitcoin Mining Segment was $0 for the six months ended June 30, 2026, compared to $379,316, for the six months ended

June 30, 2025, a decrease of $379,316.

The decrease in the current period is due to assets being impaired and/or fully depreciated in

prior periods.

and wage expense for the six months ended June 30, 2026, was $1,482,037 compared to $1,583,970 for the six months ended June 30, 2025,

a decrease of $101,933 or 6.4%.

In the current period, we granted shares of common stock to our CEO for total non-cash expense of $226,320

in accordance with his new employment agreement.

This increase to wage expense was offset with fewer employees, and therefore lower wage

expense in 2026.

fees for the six months ended June 30, 2026, were $268,669 compared to $412,139 for the six months ended June 30, 2025, a decrease of

$143,470 or 34.8%.

Professional fees consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease

in legal fees.

and administrative expenses for the six months ended June 30, 2026, was $1,162,977 compared to $981,627 for the six months ended June

30, 2025, an increase of $181,350 or 18.5%.

The increase was mainly due to an increase of utility expense and insurance expense.

For the six months ended June 30, 2026, the Company recognized

total other income of $397,368, consisting of $76,002 of interest expense for related parties and an unrealized loss in the fair value

of cryptocurrency of $20,648.

This was offset by a $494,018 gain on the settlement of accounts payable through the issuance of common

For the six months ended June 30, 2025, we incurred interest expense for related parties of $395,124 and other expense of $45,000.

We also recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763.

net loss for the six months ended June 30, 2026, was $2,132,388 compared to $3,213,312 for the six months ended June 30, 2025.

a decrease in our net loss of $1,080,924.

and Capital Resources

in Cash Flows

the six months ended June 30, 2026, we used $2,397,514 of cash in operating activities, which included our net loss of $2,132,388 offset

by non-cash reconciling items of $6,822 for depreciation, $226,320 for stock compensation expense for shares issued, an unrealized

loss for the fair value of cryptocurrency of $20,648 and a $494,018 gain on the settlement of accounts payable and debt.

There were net

changes in operating assets and liabilities of $24,898.

the six months ended June 30, 2025, we used $1,175,615 of cash in operating activities, which included our net loss of $3,213,312 offset

by $867,196 of non-cash reconciling items and net changes in operating assets and liabilities of $1,170,501.

For the six months ended June 30, 2026, we received

net cash of $3,661,963 in financing activities.

We received $14,024 from loans from our CEO, $2,619,999 from the sale of prefunded warrants

and contributed capital of $9,940.

We also received $1,097,000 from the sale of common stock, net of $203,000 offering fees.

were sold at $0.60 per share.

We made repayments on our note payable of $34,000 and to our CEO of $45,000.

Liquidity and Capital Resources

At March 31, 2026, the Company had cash of $2,327,723

and negative working capital of $3,142,060

On February 16, 2024, the Company entered into an Equity Distribution

Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program.

Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering

amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent (the “ATM

The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant

to the Agreement.

In addition, the Company agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with

its services, including the fees and out-of-pocket expenses of its legal counsel.

For the six months ended June 30, 2025, we received

net cash of $1,150,841 from financing activities as a result of receiving $346,073 from our CEO and $887,786 from the sale of common stock,

and a decrease in our cash overdraft of $5,299.

We made repayments on our note payable of $38,838 and to our CEO of $38,881.

and Capital Resources

At June 30, 2026, the Company had cash of $1,280,226

and other current assets of $1,418,035.

We have reviewed the cash flow activity during the six months ended June 30, 2026 and projected

cash flow forecast for the 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.

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.

No assurances can be given that management will be successful in raising additional

capital, if needed, or on acceptable terms.

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 August 14, 2027.

On August 7, 2026, the Company entered into an

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

Yakov whereby the 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 twelve percent

(12%) and it matures 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 three months ending March 31, 2026,

Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity

Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time as set forth

in the Agreement (the “ATM Offering”).

The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price

from the sales of Shares pursuant to the Agreement.

In addition, the Company agreed to reimburse Maxim for its costs and out-of-pocket

expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

the six months ending June 30, 2026, Mr.

Yakov advanced the Company $14,024 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 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

a securities purchase agreement with an institutional investor pursuant to which it issued, in a private placement, pre-funded warrants

to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to 3,571,428 shares of common stock at a combined

purchase price of $1.05 per unit.

The pre-funded warrants are immediately exercisable at a nominal exercise price, and the common warrants

have an exercise price of $0.92 per share and a five-year term.

The offering closed on February 19, 2026, generating net proceeds of approximately

$2,619,613, 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.

Critical Accounting Policies

Refer to our Form 10-K for the year ended December

31, 2025, for a full discussion of our critical accounting policies.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting company as defined

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

As of June 30, 2026 and

December 31, 2025, the amount due to Yakov Holdings, LLC is $136,339 and $167,315, respectively.

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.

February 18, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued,

in a private placement, pre-funded warrants to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to

3,571,428 shares of common stock at a combined purchase price of $1.05 per unit.

The pre-funded warrants are immediately exercisable

at a nominal exercise price, and the common warrants have an exercise price of $0.92 per share and a five-year term.

The offering closed

on February 19, 2026, generating net proceeds of approximately $2,619,713, after deducting placement agent fees and other offering expenses.

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.

Accounting Policies

to our Form 10-K for the year ended December 31, 2025, for a full discussion of our critical accounting policies.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

the information under this Item.

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 2. Management’s Discussion and Analysis