OLB GROUP, INC. 10-Q

Item 1. Financial Statements INDEX TO FINANCIAL STATEMENTS Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 2 Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) 3 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited) 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited) 5 Notes to the Condensed Consolidated Financial Statements (unaudited) 6 1 Table of Contents The OLB Group, Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2026 December 31, 2025 ASSETS (Unaudited) (Audited) Current Assets: Cash $ 1,280,226 $ 15,777 Accounts receivable, net — 17,430 Prepaid expenses 441,016 162,766 Other receivables 876,199 829,215 Other current assets 100,820 25,444 Total Current Assets 2,698,261 1,050,632 Other Assets: Property and equipment, net 2,718,298 2,725,120 Goodwill 8,139,889 8,139,889 Other long-term assets 380,952 380,952 Total Other Assets 11,239,139 11,245,961 TOTAL ASSETS $ 13,937,400 $ 12,296,593 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Cash overdraft $ 27,019 $ 27,019 Accounts payable 3,400,805 4,462,250 Accrued expenses 972,498 817,600 Merchant portfolio purchase installment obligation 2,000,000 2,000,000 Related party payable 136,339 167,315 Accrued interest – related party 75,884 — Note payable – current portion 182,684 216,684 Total Current Liabilities 6,795,229 7,690,868 Long Term Liabilities: Total Liabilities 6,795,229 7,690,868 Commitments and contingencies (Note 12) Stockholders’ Equity: Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding — — Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 0 and 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 1,576 944 Treasury stock, at cost, 12,617 shares at June 30, 2026 and December 31, 2025 ( 109,988 ) ( 109,988 ) Additional paid-in capital 83,831,829 79,163,627 Accumulated deficit ( 76,581,246 ) ( 74,448,858 ) Total Stockholders’ Equity 7,142,171 4,605,725 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 13,937,400 $ 12,296,593 The accompanying notes are an integral part of these unaudited consolidated financial statements. 2 Table of Contents The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Transaction and processing fees $ 1,169,910 $ 2,096,342 $ 2,687,681 $ 4,154,619 Merchant equipment rental and sales — 4,563 — 16,687 Revenue, net - cryptocurrency mining 73,241 60,190 121,461 145,672 Other revenue from monthly recurring subscriptions 22,791 70,359 48,727 142,996 Digital product revenue 13,309 35,737 77,726 128,753 Total revenue 1,279,251 2,267,191 2,935,595 4,588,727 Operating expenses: Processing and servicing costs, excluding merchant portfolio amortization 1,063,595 1,964,314 2,544,846 3,773,128 Amortization and depreciation expense 3,412 — 6,822 3,972 Depreciation expense – cryptocurrency mining — 120,967 — 379,316 Salaries and wages 812,600 1,052,614 1,482,037 1,583,970 Professional fees 126,264 334,566 268,669 412,139 General and administrative expenses 533,248 491,476 1,162,977 981,627 Total operating expenses 2,539,119 3,963,937 5,465,351 7,134,152 Loss from operations ( 1,259,868 ) ( 1,696,746 ) ( 2,529,756 ) ( 2,545,425 ) Other income (expense): Unrealized loss of cryptocurrency ( 20,648 ) — ( 20,648 ) — Interest expense ( 75,902 ) ( 169,805 ) ( 76,002 ) ( 395,124 ) Loss on conversion related party — ( 175,763 ) — ( 175,763 ) Gain (loss) on settlement of accounts payable and debt 301,612 ( 52,000 ) 494,018 ( 52,000 ) Loss on settlement of law suit — ( 30,000 ) — ( 45,000 ) Total other income (expense) 205,062 ( 427,568 ) 397,368 ( 667,887 ) Net Loss before income taxes ( 1,054,806 ) ( 2,124,314 ) ( 2,132,388 ) ( 3,213,312 ) Income tax expense — — — — Net Loss ( 1,054,806 ) ( 2,124,314 ) ( 2,132,388 ) ( 3,213,312 ) Preferred dividends (related parties) — — — ( 30,630 ) Deemed dividend – preferred stock — ( 775,000 ) — ( 775,000 ) 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 $ ( 0.08 ) $ ( 0.66 ) $ ( 0.17 ) $ ( 3.68 ) Weighted average shares outstanding, basic and diluted 14,040,127 4,390,281 12,866,103 1,091,286 The accompanying notes are an integral part of these unaudited consolidated financial statements. 3 Table of Contents The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders’ Equity For the Three and Six Months Ended June 30, 2026 and 2025 (Unaudited) Preferred Stock Common Stock Additional Paid Common Stock To be Treasury Accumulated Shares Amount Shares Amount In Capital Issued Stock Deficit Total Balance at December 31, 2025 — $ — 9,438,132 $ 944 79,163,627 $ — $ ( 109,988 ) $ ( 74,448,858 ) $ 4,605,725 Common stock issued for services – related party — — — — — 130,120 — — 130,120 Common stock issued for accounts payable — — 550,000 55 437,270 — — — 437,325 Common stock issued for services — — 350,000 35 278,215 — — — 278,250 Common stock issued for cash — — 2,166,666 217 1,096,783 — — — 1,097,000 Prefunded warrants sold for cash — — — 2,619,713 — — — 2,619,713 Shares returned and cash returned — — ( 11,627 ) ( 1 ) 9,941 — — — 9,940 Net loss — — — — — — ( 1,077,582 ) ( 1,077,582 ) Balance at March 31, 2026 — — 12,493,171 1,250 $ 83,605,549 130,120 $ ( 109,988 ) ( 75,526,440 ) 8,100,491 Common stock issued for services – related party — — 400,000 40 226,280 ( 130,120 ) — — 96,200 Exercise of prefunded warrants — — 2,857,142 286 — — — — 286 Net loss — — — — — — — ( 1,054,806 ) ( 1,054,806 ) Balance at June 30, 2026 — $ — 15,750,313 $ 1,576 $ 83,831,829 $ — $ ( 109,988 ) $ ( 76,581,246 ) $ 7,142,171 Preferred Stock Common Stock Additional Paid Common Stock To be Treasury Accumulated Shares Amount Shares Amount In Capital Issued Stock Deficit Total Balance at December 31, 2024 1,021 10 2,277,313 $ 228 $ 71,098,571 $ — $ ( 109,988 ) $ ( 67,799,807 ) $ 3,189,014 Common stock sold for cash — — 90,762 9 187,904 — — 187,913 Preferred stock dividends-related party — — — — ( 30,630 ) — — — ( 30,630 ) Stock-based compensation — — — — 33,875 — — — 33,875 Net loss — — — — — — — ( 1,088,998 ) ( 1,088,998 ) Balance at March 31, 2025 1,021 10 2,368,075 237 71,289,720 — ( 109,988 ) ( 68,888,805 ) 2,291,174 Common stock issued for accrued salary and loans payable – related party — — 3,865,088 386 4,040,805 — — — 4,041,191 Common stock to be issued for accounts payable — — — — — 748,001 — — 748,001 Preferred stock converted to common ( 1,021 ) ( 10 ) 1,021,000 102 ( 92 ) — — — Accrued preferred stock dividends converted to common — — 529,000 53 528,947 — — — 529,000 Preferred stock dividend contributed to capital — — — — 45,139 — — — 45,139 Common stock issued for services – related party — — 67,000 7 135,333 — — — 135,340 Common stock sold for cash — — 517,969 52 699,821 — — — 699,873 Stock-based compensation — — — — 33,875 — — — 33,875 Deemed dividend – preferred stock — — — — 775,000 — — ( 775,000 ) — Net loss — — — — — — — ( 2,124,314 ) ( 2,124,314 ) Balance at June 30, 2025 — $ — 8,368,132 $ 837 $ 77,548,548 $ 748,001 $ ( 109,988 ) $ ( 71,788,119 ) $ 6,399,279 The accompanying notes are an integral part of these unaudited consolidated financial statements . 4 Table of Contents The OLB Group, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 2,132,388 ) $ ( 3,213,312 ) Adjustments to reconcile net loss to net cash used in operations: Depreciation and amortization 6,822 383,288 Stock based compensation – related party — 67,750 Common stock issued for services – related party 226,320 135,340 (Gain) loss on settlement of accounts payable and debt ( 494,018 ) 52,000 Unrealized loss of cryptocurrency 20,648 — Operating lease expense, net of repayment — 472 Loss on conversion related party — 175,763 Loan extinguishment related expense — 52,583 Changes in assets and liabilities: Accounts receivable 17,430 19,581 Prepaid expenses and other current assets ( 143,008 ) ( 170,531 ) Other long-term assets — 15,000 Accounts payable ( 130,102 ) 46,618 Accrued interest – related party 75,884 331,359 Accrued expenses 154,898 928,474 Net cash used in operating activities ( 2,397,514 ) ( 1,175,615 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash overdraft — ( 5,299 ) Common stock sold for cash 1,097,000 887,786 Advances from related party 14,024 346,073 Repayments to related party ( 45,000 ) ( 38,881 ) Proceeds from the sale of prefunded warrants 2,619,999 — Returned cash settlement 9,940 — Repayments on note payable ( 34,000 ) ( 38,838 ) Net cash provided by financing activities 3,661,963 1,150,841 Net change in cash 1,264,449 ( 24,774 ) Cash – beginning of period 15,777 27,436 Cash – end of period $ 1,280,226 $ 2,662 Cash paid for: Interest $ — $ — Income taxes $ — $ — Non-cash investing and financing transactions: Preferred stock dividends $ — $ 30,630 Common stock issued for prepaid services $ 278,250 $ — Common stock issued for settlement of accounts payable and debt $ 437,325 $ — Common stock issued for accrued liabilities – related party $ — $ 979,000 Common stock issued for loans payable – related party $ — $ 1,511,152 Common stock issued for accrued salary – related party $ — $ 2,022,917 Common stock issued for interest – related party $ — $ 331,019 Common stock payable for payment of accrued expenses $ — $ 748,001 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 Table of Contents The OLB Group, Inc. and Subsidiaries Notes to the Condensed Consolidated Financial Statements June 30, 2026 (Unaudited) NOTE 1 – BACKGROUND Background The OLB Group, Inc. (“OLB”, the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business segments. The Company generates revenue through two business segments: 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: The Company provides integrated financial and transaction processing services (“Fintech Services”) to businesses throughout the United States. Its Fintech Services span credit and debit card acceptance, ACH payments, real-time payments, digital wallets, PayPal integration and payment terminal and hardware rentals. 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 eVance, Inc. 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. (“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 -$ 50,000,000 of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date, the activities of this subsidiary have been nominal. 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.” 6 Table of Contents OmniSoft, Inc. (“OmniSoft”) operates a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allow customers to sell a store’s products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared to the overall business. 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. SecurePay™ 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. SecurePay™ also supports automated clearing house (“ACH”) payment services. On May 14, 2021, the Company formed its wholly owned subsidiary, OLBit, Inc. (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging lending and transactional business leveraging the Company’s Bitcoin Business and Fintech Services business. To date, the activities of this subsidiary have been nominal. 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. Issuance 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. The 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. The POS 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: On July 23, 2021, the Company formed its wholly owned subsidiary, DMINT, Inc., (“DMINT”). The purpose of DMINT is to operate its business related to Bitcoin mining (“Bitcoin Business”). 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 Estate Holdings, Inc., a wholly-owned subsidiary of DMINT. The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate related to DMINT. Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers are located. 7 Table of Contents NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the 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. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes and stock-based compensation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings. The Company owns 100 % of Cuentas SDI, LLC, which has been included in the consolidated financial statements. All significant intercompany transactions and balances have been eliminated. Fair Value of Financial Instruments The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, other receivables, other current assets, accounts payable, accrued expenses, related party payable and note payable, approximate their fair values because of the short maturity of these instruments. The fair value of options and warrants is estimated using the Black-Scholes option pricing model or other appropriate valuation techniques. Key assumptions include expected volatility, risk-free interest rate, expected term, and dividend yield. These inputs are based on observable market data where available (Level 2) or, when necessary, management’s estimates (Level 3). Fair value measurements are reassessed at each reporting date, and any changes are reflected in the financial statements. Three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants’ assumptions that are reasonably available. 8 Table of Contents Concentration of Credit Risk Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of 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 limit. Operating Segments Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer and Vice President. The Company has two operating segments as of June 30, 2026 and December 31, 2025 (see Note 14). Stock-based Compensation We account for equity-based transactions with employees and non-employees under the provisions Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) of ASC Topic 718, “Compensation – Stock Compensation” ( “Topic 718” ) , which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718. Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the 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. The weighted 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. Bitcoin 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. 9 Table of Contents 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 on hand which had a fair value of $ 6.61 based on the price of bitcoin of approximately $ 87,509 . Property and Equipment Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Depreciation is calculated once the asset has been received and is ready for its intended use, using half of the monthly depreciation in the first month and half of the monthly depreciation in the last month. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included in the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. The Company capitalizes all capital assets utilizing the following criteria: ● All land acquisitions;. ● All buildings/facilities acquisitions and new construction; ● Facility renovation and improvement projects costing more than $ 100,000 ; ● Land improvement and infrastructure projects costing more than $ 100,000 , ● Equipment costing more than $ 3,000 with a useful life beyond a single reporting period (generally one year); ● Computer equipment costing more than $ 5,000 ; and ● Construction in Progress (CIP) for capital projects with a budget in excess of $ 100,000 The estimated useful lives for all the Company’s property and equipment are as follows: Item Useful Life Computer equipment 3 years Software 10 years Office furniture 5 Years Buildings and improvements 30 years Intangible Assets The Company accounts for its intangible assets in accordance with FASB ASC Subtopic 350-30, General Intangibles Other Than Goodwill . ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred. 10 Table of Contents Impairment of Long-Lived Assets In accordance with ASC 360-10, Impairment Testing of Long-Lived Assets Held and Used, the Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded. Goodwill The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations , where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill. The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. The goodwill is related to the Fintech reporting unit of OLB Group, Inc. All of its subsidiaries except DMint, Inc. are included in the Fintech Reporting Unit. DMint is a separate reporting unit and is engaged in Bitcoin mining activities. In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , the Company performed a quantitative assessment of goodwill and determined there was no impairment at December 31, 2025. A summary of goodwill as of June 30, 2026, is as follows: Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018 $ 6,858,216 Acquisition of 80.01 % interest of Cuentas SDI, LLC on June 15, 2023 1,281,673 Goodwill balance as of June 30, 2026 $ 8,139,889 Accounts Receivable Accounts receivable represents contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. Based on collection experience and periodic reviews of outstanding receivables, we have recorded an allowance balance of $ 207,850 and $ 207,850 as of June 30, 2026 and December 31, 2025, respectively. This balance represents an amount related to the ongoing lawsuit with FFS. At June 30, 2026, the loan was not considered to be in default. Reserve for Chargeback Losses Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. During the 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. 11 Table of Contents Revenue Recognition The following table presents the Company’s revenue disaggregated by revenue source: For the Three Months Ended June 30, For the Six Months Ended June 30, 2026 2025 2026 2025 Revenue: Transaction and processing fees $ 1,169,910 $ 2,096,342 $ 2,687,681 $ 4,154,619 Merchant equipment rental and sales — 4,563 — 16,687 Revenue, net - cryptocurrency mining 73,241 60,190 121,461 145,672 Other revenue from monthly recurring subscriptions 22,791 70,359 48,727 142,996 Digital product revenue 13,309 35,737 77,726 128,753 Total revenue $ 1,279,251 $ 2,267,191 $ 2,935,595 $ 4,588,727 The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Identification of a contract with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the performance obligations are satisfied. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less. Transaction and processing fees Fees for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. These merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete satisfaction of the performance obligation. The Company recognizes revenue on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the best measure of the transfer of control. 12 Table of Contents In wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant services. The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant losses. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees within cost of revenues. In retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant. As such, the Company records the net amount it receives from the processor, after interchange and other processing fees, as revenue. Merchant equipment rental and sales The Company generates revenue through the sale and rental of merchant equipment. Revenue is recognized when billed. The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes revenue at a point in time. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing. The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less. Monthly recurring subscriptions The Company generates recurring revenue through monthly subscriptions for software services. This service is provided based on an agreement with the customer regarding software services. Performance obligations are promises in a contract to a customer. In the subscription model, each billing period represents a performance obligation. The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services. For recurring revenue, this is the subscription fee. The Company allocates to the performance 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: The Company entered into contracts with digital asset mining pool operators to provide the service of performing hash computations for the mining pool operator. The contracts are continuously renewable and are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of Bitcoin. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Hashrate is the measure of the computational power per second used when mining. Providing computing power in Bitcoin transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. 13 Table of Contents The Company earns Bitcoin during the time period 00:00:00 UTC and 23:59:59 UTC (“24-hour Period”) unless terminated in accordance with the terms set forth by the terms of service. In exchange for performing hash computations for the mining pool. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block. The fair value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period. The Company’s Bitcoin earned are actively traded on the major trading platforms. The Company considers Coinbase to be its primary market. The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated, over the 24-Hour Period, in a sub-balance account held by the mining pool operator, which is finalized one hour later at 1AM UTC. The sub-balance account is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time (the “Settlement”). The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub- account balance, in accordance with the mining pool operator’s terms of service. At the time of Settlement, the Company values the amount of Bitcoin earned using the average price of Bitcoin, per Coinbase, over the 24-hour Period and records this amount as revenue. By utilizing the average daily price of bitcoin over the time earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract. Pursuant to ASC 606-10-55-42, Revenue from Contracts with Customers, the Company assessed if the customer’s option to renew represented a material right that represents a separate performance obligation and noted the renewal is not a material right. The definition of a material right is a promise in a contract to provide goods or services to a customer at a price that is significantly lower than the stand-alone selling price of the good or service. The mining pool operator does not provide any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under 606-10-55-42. In addition, there are no options for renewal that are separately identifiable from other promises in the contract, such as an ability to extend the contract at a reduced price. The performance obligation of the Bitcoin miner under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification of digital asset transactions. The Company’s miners contribute computing power (i.e., hashrate) that perform hash calculations to the mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes. The mining pool then utilizes a specific mining algorithm (e.g. SHA-256) to submit shares (proof of work) to the mining pool’s server as they contribute to solving the Bitcoin puzzles required to mine a block. The Company reviews and analyzes its individual pool performance using a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings. The service of performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block. Regardless of the pool’s success, the Company will receive consistent rewards based on the number of valid shares it contributes. The transaction consideration the Company receives is non-cash consideration, in the form of bitcoin. The Company measures the bitcoin at fair value on the date earned using the average price (calculated by averaging the daily open price and the daily close price) quoted by its Principal Market at the date the Company completed the service of performing hash computations for the mining pool operator. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of performance. At the end of each 24 hour period (00:00:00 UTC and 23:59:59 UTC), there are no remaining performance obligations. By utilizing the average daily price of bitcoin on the date earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract. The consideration is all variable. There is no significant financing component in these transactions. 14 Table of Contents If authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could affect the Company’s financial position and results from operations. Digital product revenue The Company generates revenue through electronic distribution and sale of digital products that range from prepaid wireless SIM activation, international mobile recharge services and international long distance phone service. The Company generally obtains payment upfront and its performance obligation is to provide products and/or calling services. When products are provided at the point of sale, revenue is recognized immediately and at the time of payment. When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom services. As of June 30, 2026 and December 31, 2025, customer deposits were $0 . Leases The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term. For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease. For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, lease payments are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities. Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. 15 Table of Contents Recent Accounting Pronouncements 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 Accounting Standards Update 2024-04 “Debt - Debt with Conversion and Other Options (Subtopic 470-20) “ Induced Conversions of Convertible Debt Instruments ” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on it consolidated financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position, results of operations or cash flows. NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES The Company’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP. 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 issued. 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 $ 101,000 . 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, 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. 16 Table of Contents 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 will be successful in raising additional capital, if needed, or on acceptable terms. Management believes that the Company’s existing 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. NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following: June 30, 2026 December 31, 2025 Office equipment $ 186,600 $ 186,600 Computer software 141,337 141,337 Bitcoin mining equipment 8,425,000 8,425,000 Building 409,296 409,296 Construction in process 2,361,870 2,361,870 Total 11,524,103 11,524,103 Less accumulated depreciation ( 8,805,805 ) ( 8,798,983 ) Property and Equipment, net $ 2,718,298 $ 2,725,120 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. 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. 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 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 . 17 Table of Contents NOTE 6 – STOCK OPTIONS A summary of the status of the Company’s outstanding stock options and changes is presented below: Stock Options Options Weighted Average Exercise Price Aggregate Intrinsic Value Options outstanding December 31, 2024 20,000 $ 0.10 $ 39,400 Granted — Exercised — Expired — Options outstanding December 31, 2025 20,000 $ 0.10 $ 10,388 Granted — Exercised — Expired — Options outstanding June 30, 2026 20,000 $ 0.10 $ 5,618 Shares exercisable at June 30, 2026 20,000 $ 0.10 $ 5,618 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. 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. On February 18, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue, in a private placement offering, (i) pre-funded warrants to purchase up to 2,857,142 shares 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 “February 18, 2026 Offering”). 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. 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. 18 Table of Contents A summary of the status of the Company’s outstanding warrants and changes during the periods is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding, December 31, 2024 856,313 $ 68.33 1.49 Warrants Expired ( 259,908 ) $ 81.60 Outstanding, December 31, 2025 596,405 $ 62.43 0.81 Warrants Issued 8,595,237 0.53 4.87 Warrants Exercised ( 2,857,142 ) — — Outstanding, June 30, 2026 6,344,500 $ 4.40 2.59 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. 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 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. 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. 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 $ 2,619,713 , after deducting placement agent fees and other offering expenses. During the six months ended June 30, 2026, 2,857,142 warrants were exercised for shares of common stock for total proceeds of $ 286 . 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 six months ended June 30, 2026, 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 parties. 19 Table of Contents 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. The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated value (the “Stated Value”) of $ 1,000 per share. As of June 30, 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. Dividends The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12 % per annum. Dividends accrue quarterly. Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors of the Company. Conversion The Series A Preferred Stockholders may convert, at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion price. The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be subject to adjustment for splits and the like. The holders of Series A Preferred Stock will only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there are no further outstanding obligations regarding such indebtedness. Voting Each holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Fractional votes shall not be permitted, and such shares shall be rounded up. Liquidation Preference Each share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon. In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference. 20 Table of Contents 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. 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. 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. 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. 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 . During 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 agreement. The shares were valued at $ 0.48 , the closing price on the date of grant for total non-cash expense of $ 96,200 . 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 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 the Bank; (iv) Negligence against all Defendants; (v) Common Law Indemnification against the Bank; (vi) Negligent Misrepresentation against all Defendants; and (vii) Vicarious Liability against all Defendants. The Bank has filed a counterclaim for fees incurred by it in connection with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company. The 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. 21 Table of Contents DMINT is currently in a contract dispute with a contractor. The Company has paid $ 100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability of approximately $ 444,000 . The Company has recorded just over $ 315,000 in accounts payable related to the matter. The matter continues to be in discovery; however, the parties continue to discuss settlement. The parties are working on a payment schedule but have been unable to agree on terms to date. 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. 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 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 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 six months ended June 30, 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 accounts for its reportable segments in accordance with ASC 280, Segment Reporting . The Company has identified two reportable segments: Bitcoin Mining and Fintech Services. 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. The Company’s segment disclosures reflect the financial information and measures regularly provided to and reviewed by the CODM. 22 Table of Contents The following is the balance sheet for the Company’s reportable segments for as of June 30, 2026. Fintech Segment Bitcoin Mining Segment Consolidated Total ASSETS Current Assets: Cash $ 1,256,050 $ 24,176 $ 1,280,226 Prepaid expenses 441,016 — 441,016 Accounts receivable ( 25,437 ) 25,437 — Other receivables 477,216 398,983 876,199 Other current assets — 100,820 100,820 Total Current Assets 2,148,845 549,416 2,698,261 Other Assets: Property and equipment, net — 2,718,298 2,718,298 Goodwill 8,139,889 — 8,139,889 Other long-term assets 380,952 — 380,952 Total Other Assets 8,520,841 2,718,298 11,239,139 TOTAL ASSETS $ 10,669,686 $ 3,267,714 $ 13,937,400 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Cash overdraft $ 27,019 $ — $ 27,019 Accounts payable 2,727,333 673,472 3,400,805 Accrued expenses 892,686 79,812 972,498 Merchant portfolio purchase installment obligation 2,000,000 — 2,000,000 Related party payable 132,164 4,175 136,339 Accrued interest – related party 75,884 — 75,884 Note payable – current portion 182,684 — 182,684 Due to/from intercompany ( 24,741,459 ) 24,741,459 — Total Current Liabilities ( 18,703,689 ) 25,498,918 6,795,229 Total Liabilities ( 18,703,689 ) 25,498,918 6,795,229 Stockholders’ Equity: Series A Preferred stock — — — Common stock 1,576 — 1,576 Treasury stock ( 109,988 ) — ( 109,988 ) Additional paid-in capital 83,831,729 100 83,831,829 Accumulated deficit ( 54,349,942 ) ( 22,231,304 ) ( 76,581,246 ) Total stockholders’ equity (deficit) 29,373,375 ( 22,231,204 ) 7,142,171 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 10,669,686 $ 3,267,714 $ 13,937,400 The following tables detail revenue and operating expenses for the Company’s reportable segments for the six months ended June 30, 2026. Fintech Segment Bitcoin Mining Segment Consolidated Total Revenue: Transaction and processing fees $ 2,687,681 $ — $ 2,687,681 Revenue, net - bitcoin mining — 121,461 121,461 Other revenue from monthly recurring subscriptions 44,182 4,545 48,727 Digital product revenue 77,726 — 77,726 Total revenue 2,809,589 126,006 2,935,595 Operating expenses: Processing and servicing costs 2,544,846 — 2,544,846 Depreciation expense — 6,822 6,822 Salaries and wages 1,151,640 330,397 1,482,037 Professional fees 268,669 — 268,669 General and administrative expenses 784,938 378,039 1,162,977 Total operating expenses 4,750,093 715,258 5,465,351 Loss from operations ( 1,940,504 ) ( 589,252 ) ( 2,529,756 ) Other income (expense): Unrealized loss of cryptocurrency — ( 20,648 ) ( 20,648 ) Interest expense ( 54,196 ) ( 21,806 ) ( 76,002 ) Gain on settlement of accounts payable 494,018 — 494,018 Total other income 439,822 ( 42,454 ) 397,368 Net loss ( 1,500,682 ) ( 631,706 ) ( 2,132,388 ) 23 Table of Contents The following is the balance sheet for the Company’s reportable segments for the year ended December 31, 2025. Fintech Segment Bitcoin Mining Segment Consolidated Total ASSETS Current Assets: Cash $ 15,751 $ 26 $ 15,777 Accounts receivable, net 17,430 — 17,430 Prepaid expenses 162,766 — 162,766 Other receivables 430,232 398,983 829,215 Other current assets — 25,444 25,444 Total Current Assets 626,179 424,453 1,050,632 Other Assets: Property and equipment, net — 2,725,120 2,725,120 Goodwill 8,139,889 — 8,139,889 Other long-term assets 380,952 — 380,952 Total Other Assets 8,520,841 2,725,120 11,245,961 TOTAL ASSETS $ 9,147,020 $ 3,149,573 $ 12,296,593 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Cash overdraft $ 27,019 $ — $ 27,019 Accounts payable 3,780,116 682,134 4,462,250 Accrued expenses 817,600 — 817,600 Merchant portfolio purchase installment obligation 2,000,000 — 2,000,000 Related party payable 167,315 — 167,315 Note payable – current portion 216,684 — 216,684 Due to/from intercompany ( 24,067,037 ) 24,067,037 — Total Current Liabilities ( 17,058,303 ) 24,749,171 7,690,868 Total Liabilities ( 17,058,303 ) 24,749,171 7,690,868 Stockholders’ Equity: Series A Preferred stock — — — Common stock 944 — 944 Treasury stock ( 109,988 ) — ( 109,988 ) Additional paid-in capital 79,163,627 — 79,163,627 Accumulated deficit ( 52,849,260 ) ( 21,599,598 ) ( 74,448,858 ) Total stockholders’ equity (deficit) 26,205,323 ( 21,599,598 ) 4,605,725 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 9,147,020 $ 3,149,573 $ 12,296,593 24 Table of Contents The following tables detail revenue and operating expenses for the Company’s reportable segments for the six months ended June 30, 2025. Fintech Segment Bitcoin Mining Segment Consolidated Total Revenue: Transaction and processing fees $ 4,154,619 $ — $ 4,154,619 Merchant equipment rental and sales 16,687 — 16,687 Revenue, net - bitcoin mining — 145,672 145,672 Other revenue from monthly recurring subscriptions 142,996 — 142,996 Digital product revenue 128,753 — 128,753 Total revenue 4,443,055 145,672 4,588,727 Operating expenses: Processing and servicing costs, excluding merchant portfolio amortization 3,773,128 — 3,773,128 Amortization expense 3,972 — 3,972 Depreciation expense — 379,316 379,316 Salaries and wages 1,072,397 511,573 1,583,970 Professional fees 294,306 117,833 412,139 General and administrative expenses 789,496 192,131 981,627 Total operating expenses 5,993,299 1,200,853 7,134,152 Loss from operations ( 1,490,244 ) ( 1,055,181 ) ( 2,545,425 ) Other income (expense): Interest expense ( 395,124 ) — ( 395,124 ) Loss on conversion related party ( 175,763 ) — ( 175,763 ) Loss on extinguishment of debt ( 52,000 ) — ( 52,000 ) Other expense ( 45,000 ) — ( 45,000 ) Total other income ( 667,887 ) — ( 667,887 ) Net loss ( 2,158,131 ) ( 1,055,181 ) ( 3,213,312 ) Deemed Preferred dividends (related party) ( 775,000 ) — ( 775,000 ) Preferred dividends (related party) ( 30,630 ) — ( 30,630 ) Net Loss Applicable to Common Stockholders’ $ ( 2,296,761 ) $ ( 1,055,181 ) $ ( 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 June 30, 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 In accordance with ASC 855 management has performed 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. 25 Table of Contents