What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-01 compared with 2025-04-15 · 614 added, 735 removed, 832 unchanged (62% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID # 587)

Report of Independent Registered Public Accounting Firm (PCAOB ID # 6258)

Consolidated Balance Sheets at December 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

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www.rbsmllp.com

Report of Independent Registered Public Accounting

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

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balance sheet of OLB Group, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, and the related consolidated statement

of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively

referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the

year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as

a Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company

has recurring losses from operations, limited cash flow, and an accumulated deficit.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

is not modified with respect to that matter.

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated

statements of operations, changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December

31, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We have served as the Company’s auditor since 2024.

April 15, 2025

March 31, 2026

PCAOB ID Number 587

Report of Independent Registered Public Accounting

Board of Directors and Stockholders

The OLB Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The

OLB Group, Inc.

as of December 31, 2023, and the related consolidated statements of operations, changes in stockholders’ equity,

and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of The OLB Group, Inc.

as of December

31, 2023, and the results of its operations and its cash flows for the year then ended in conformity accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s

Our responsibility is to express an opinion on the entity’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to

be independent with respect to The OLB Group, Inc.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The OLB Group, Inc.

is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Stock Based Compensation (Note 9)

During the year ended December 31, 2023, the Company was to grant stock

options to their CEO, Ronny Yakov, to purchase 200,000 shares of common stock pursuant to the terms of his employment agreement, however,

there were delays that resulted in the options being issued and then exercised subsequent to December 31, 2023.

As a result of the delay,

the Company failed to initially capture the option grant in their books.

Upon discovery of this oversight the Company used the Black Scholes

Merton option pricing model to calculate the grant date fair value of the award which required a number of inputs based on management’s

In order to audit the grant date fair value for Mr.

option grant we had to review the specific terms of the award and had to review the Company’s calculation of fair value and determine

the reasonableness of each input into the calculation, which included a determination of the grant date, along with estimates of expected

life and volatility.

Also during our audit, we had to test the reasonableness of the stock-based

compensation recorded by the Company and noted that in addition to the value captured for Mr.

Yakov’s options it included amounts

the Company had to capture related to options granted in prior years due to compensation expense being recognized over service periods

and/or based on the expected timing of a performance, market, or service condition being met.

To audit this amount, we had to obtain support

for options issued as far back as 2018 and review the terms and valuations of all grants.

Accordingly, testing the Company’s stock-based compensation

was challenging, time consuming, and there was subjectivity involved with complex auditor judgment due to the estimates that had to be

tested, all of which resulted in significant audit effort.

As a result of our audit procedures adjustments were recorded to ensure recorded

equity and expense amounts were reasonable.

Business Combination (Note 7)

During the year ended December 31, 2023, the Company entered

into a Membership Interest Purchase Agreement that was accounted as a business combination under ASC 805 which required the Company to

determine the fair market value of assets acquired, liabilities assumed, and the non-controlling interest.

As this disclosure was considered material to the financial

statements, we identified a risk of material misstatement related to this transaction.

In order to audit the Company’s business

combination, we reviewed managements analysis of the transaction, obtained an understanding of all aspects of the transaction, and completed

our own detailed analysis of the accounting literature governing business combinations to ensure the accounting treatment was reasonable.

We also reviewed the reasonableness of the fair value estimates for all recorded amounts.

Due to the extensive analysis of the transaction as well

as the judgment and subjectivity that was involved in applying audit procedures there was significant audit effort required to ensure

the transaction was properly accounted for.

Bitcoin Mining Transactions (Note 2)

The Company’s operations and activities include bitcoin

mining and the exchange of bitcoin for U.S.

dollars and such transactions have inherent audit complexities associated with them.

has entered into a third-party subscription agreement to monitor their bitcoin activity and has entered into a digital asset mining pool

contract with a third-party to provide computing power in exchange for earning bitcoin.

The Company has used significant judgment to determine

its accounting for its bitcoin mining revenue and it took significant time, effort, and subjectivity during our audit to ensure revenue

and exchange transactions were properly stated.

In order to test the Company’s recognition of revenue

we obtained a detailed understanding of the Company’s operations and its third party-contracts and arrangements.

We evaluated the

Company’s compliance with accounting standards and we completed detailed testing to ensure we could rely on third party reports.

We corroborated recorded transactions with data recorded on public blockchain networks and we independently calculated the value of bitcoin

received to ensure recorded revenue amounts were reasonable.

We also independently calculated the gain/loss on all exchanges of bitcoin

dollars to ensure amounts were accurately recorded in accordance with the Company’s policies and procedures.

all bitcoin transactions were reasonably recorded and ensured the Company’s disclosures in their financial statements regarding

such were adequate.

Intangible Assets and Goodwill Impairment (Note 2 and

The Company evaluates for impairment of intangible assets

by first evaluating for impairment indicators, which requires significant judgment, and then by completing a recoverability test to compare

the carrying value of each asset with the sum of the undiscounted cash flows expected to result from the use and eventual disposition

of the assets, which can depend on estimates and assumptions.

If the carrying amount is in excess of the undiscounted cash flows the Company

calculates a fair value for the asset, which can also be based on subjectivity, estimates, and judgments, and ensures the carrying amount

is not in excess of its fair value.

The Company evaluates goodwill for impairment at least

annually at the reporting unit level and compares the carrying amount of goodwill to its fair value.

Accordingly, the Company has to use

significant judgment, assumptions, and subjectivity to determine it reporting units and the fair value of their goodwill.

As of December

31, 2023 the Company engaged a valuation specialist to assist with the fair value calculations.

During our audit we identified potential impairment as

a risk of material misstatement, as the intangible assets and goodwill values had balances and disclosures that were material to the financial

In order to test the Company’s intangible asset for impairment, we had to analyze each material intangible asset and

use significant auditor judgment and subjectivity to review impairment indicators based on Company operations and the nature of the intangible

assets, review undiscounted cash flow amounts where we noted no significant amounts that were necessary to test, and had to test fair

value amounts by obtaining third party market data, which required significant audit effort.

In order to test the Company’s goodwill impairment,

we had to use significant auditor judgement to gain comfort in the Company’s reporting unit(s) by completing an overall analysis

of the Company’s business and operations.

We also had to gain comfort with the expertise and experience of the third-party valuation

expert and review the techniques and valuation approach used by the expert for reasonableness.

Lastly, we reviewed all inputs and/or underlying

data used by the valuation expert to ensure the fair value associated with the goodwill was reasonable.

Property and Equipment (Note 5)

During the year ended December 31, 2023 the Company incurred

significant costs related to the build out of their bitcoin mining warehouse and an audit risk was identified related to the value and

recoverability of their assets.

Significant audit effort was required to ensure the property and equipment was recorded properly, that

depreciation expense was reasonable, and that asset values were recoverable.

During our audit we had to obtain sufficient corroborating

evidence regarding the timing of asset receipt and the assets existence at the reporting date.

We also had to recalculate all depreciation

amounts and complete a detailed impairment analysis which required auditor subjectivity.

We ensured the Company’s property and equipment

was reasonably stated at its recoverable value and ensured the disclosures for such were accurate.

/s/ Mac Accounting Group & CPAs, LLP

We have served as The OLB Group Inc.'s auditor since 2023.

Midvale, Utah

April 15, 2024

New York, NY Washington DC Mumbai & Pune, India

Boca Raton, FL

Houston, TX San Francisco, CA Las Vegas, NV Beijing,

China Athens, Greece

ANTEA International with affiliated offices

The OLB Group, Inc.

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Other receivables

Investment in equity securities

Other current assets

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Long Term Liabilities:

Notes payable, net of current portion

Operating lease liability – net of current portion

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Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding

Series A Preferred stock, $ 0.01 par value, 10,000 shares

authorized, 1,021 shares issued and outstanding at December 31, 2024 and 2023

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 2,289,930

and 1,534,408 shares issued, 2,277,313 and 1,521,791 shares outstanding at December 31, 2024 and 2023, respectively

Series A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at December 31, 2025 and 2024, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 9,450,749 and 2,289,930 shares issued, 9,438,132 and 2,277,313 shares outstanding at December 31, 2025 and 2024, respectively

Treasury stock, at cost, 12,617 shares at December 31, 2025 and 2024

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( 67,799,807 )

Total stockholders’ equity of The OLB Group and Subsidiaries

Noncontrolling interest

Total Stockholders’ Equity

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Realized gain on sale of bitcoin

Unrealized gain on investment

Realized gain on investment

Interest expense

Loss on conversion of related party amounts

Loss on settlement of accounts payable and debt

Loss on settlement of lawsuit

Total other income

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( 11,224,911 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 11,224,911 )

( 23,180,663 )

Preferred dividends (related party)

Deemed dividend – preferred stock

Net Loss Applicable to Common Stockholders

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Non-Controlling

at December 31, 2022

Balance at December 31, 2023

$ ( 109,988 )

stock issued for accrued liabilities-related party

stock dividends-related party

of noncontrolling interest in acquisition

$ ( 56,574,896 )

Common stock issued for

exercise of options

Common stock sold for cash

Common stock issued to

related parties for accrued liabilities

Preferred stock dividends-related

Stock-based compensation

Shares issued for charitable

Adjustment for 10 for 1

reverse stock split

Derecognition of non controlling

( 11,224,911 )

at December 31, 2023

( 11,224,911 )

stock issued for exercise of options

stock sold for cash

stock issued to related parties for accrued liabilities

stock dividends-related party

issued for charitable contribution

for 10 for 1 reverse stock split

Derecognition

of non controlling interest

Balance at December 31, 2024

( 67,799,807 )

Common stock sold for cash

Preferred stock dividends-related

Stock-based compensation

Common stock issued for

accrued salary and loans payable – related party

Common stock issued for

accounts payable

Preferred stock converted

Accrued preferred stock

dividends converted to common

Preferred stock dividend

contributed to capital

Common stock issued for

services – related party

Common stock issued for

Deemed dividend –

preferred stock

( 5,874,051 )

at December 31, 2024

( 5,874,051 )

Balance at December

( 74,448,858 )

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$ ( 11,224,911 )

Adjustments to reconcile net loss to net cash provided by and used in operations:

Adjustments to reconcile net loss to net cash used in operations:

Depreciation and amortization

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Stock based compensation

Common stock issued for services – related party

Operating lease expense, net of repayment

Common stock issued for services

Loss on conversion related party amounts

Loss on extinguishment of debt

Other expense

Common stock issued for charitable contribution

Operating lease expense, net of repayment

Unrealized gain on investment

Realized gain on investment

Realized gain on sale of bitcoin

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Accrued expenses

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 1,330,383 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property and equipment

( 2,600,306 )

Purchase of intangible assets

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investment

Purchase of 19.99 % interest in Moola Cloud, LLC

Net cash used in investing activities

( 2,080,113 )

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Cash overdraft acquired in acquisition

Cash overdraft

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Advances from related party

Repayments to related party

Proceeds from exercise of options – related party

Repayments on note payable

Net cash (used) provided by financing activities

Net cash provided by financing activities

Net change in cash

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Preferred stock dividends

Cancellation of operating leases

Common stock issued for loans payable – related party

Common stock issued for accrued salary – related party

Preferred stock dividends

Common stock issued for interest – related party

Common stock payable for payment of accrued dividends

Common stock issued for services – related party

Common stock issued for conversion of preferred

Common stock issued for prepaid

The accompanying notes are an integral part

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The LLC owns the

platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey (see Note

The Company also provides ecommerce development

platform of Seller and the network serving over 31,000 bodega convenience stores in and around New York and New Jersey.

On May 20, 2024, the Company entered into a Membership

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

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

As a result, effective May 20, 2024, the

Company owns 100 % of LLC.

The Company also provides e-commerce development

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

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Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of

the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of

the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States

of America (U.S.

GAAP) and expands disclosures about fair value measurements.

To increase consistency and comparability in fair

value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to

valuation techniques used to measure fair value into three (3) broad levels.

The fair value hierarchy gives the highest priority

to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Quoted market prices available in active markets for identical

assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices

in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally unobservable inputs and

not corroborated by market data.

The carrying amount of the Company’s financial

assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair

value because of the short maturity of those instruments.

The Company’s notes payable represents the fair value of such instruments

as the notes bear interest rates that are consistent with current market rates.

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.

A three-tier fair value hierarchy is established

as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value.

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

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.

Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value.

These assumptions are required to be consistent with market participants assumptions that are reasonably available.

Concentration of Credit Risk

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We account for equity-based transactions with

employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” ( “Topic

718” ) , which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair

value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service

and satisfied any other conditions necessary to earn the right to benefit from the instruments.

Topic 718 also states that observable

market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available,

should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions.

However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be

estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

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 years ended December 31, 2024 and 2023 does not include warrants

to acquire 856,313 shares of common stock because of their anti-dilutive effect.

The weighted average number of common shares for years

ended December 31, 2024 and 2023, does not include 20,000 and 125,468 options, respectively, to purchase common stock because of their

anti-dilutive effect.

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 years ended December 31, 2025 and 2024 does not

include warrants to acquire 596,405 and 856,313 , respectively, shares of common stock because of their anti-dilutive effect.

average number of common shares for years ended December 31, 2025 and 2024, does not include 20,000 and 20,000 options, respectively,

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

Investments in Equity Securities

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value with changes in value recorded as unrealized gains and losses in current period operations.

The Company obtains bitcoin through our mining

The Company obtains bitcoin through its mining

activities, which is accounted for in connection with our revenue recognition policy.

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of the Company’s bitcoin was $ 7 and $ 0 , respectively.

As of December 31, 2023, the Company had 11.14 bitcoin on hand which

had a fair value of $ 470,633 based on the price of bitcoin of approximately $ 42,265 .

For the years ended December 31, 2024 and 2023, we

recorded a realized gain on our bitcoin transactions of $ 222,751 and $ 288,584 , respectively.

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 .

For the years ended December 31, 2025 and 2024, we recorded

a realized gain on our bitcoin transactions of $0 and $ 222,751 , respectively.

Property and Equipment

Property and equipment is stated at cost and depreciated

using the straight-line method over the estimated useful lives of the assets.

Depreciation is calculated once the asset has been received

and is ready for its intended use, using half of the monthly depreciation in the first month and half of the monthly depreciation in the

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.

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

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The Company accounts for its intangible assets

in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic

350-30, General Intangibles Other Than Goodwill .

ASC Subtopic 350-30, which requires assets to be measured based on the fair value

of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more

reliably measurable.

Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and

the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining

period of amortization.

If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively

over the revised remaining useful life.

Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

Included in intangible assets are merchant portfolios

that are valued at fair value of merchant customers on the date of acquisition and are amortized over their estimated useful lives ( 7

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.

Impairment of Long-Lived Assets

In accordance with ASC 360-10 the Company periodically

reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review.

If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable,

the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected

future cash flows.

Cash flow projections are sometimes based on a group of assets, rather than a single asset.

If cash flows cannot be

separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets

for which it can identify the projected cash flows.

If the carrying values are in excess of undiscounted expected future cash flows, it

measures any impairment by comparing the fair value of the asset group to its carrying value.

If the fair value of an asset or asset group

is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.

During the years ended December 31, 2024 and 2023, it was determined

that the Company’s mining equipment and intangible assets were impaired per our analysis completed in accordance with ASC 360-10,

and all was written down to fair value.

As a result, the Company recognized impairment expense of $ 2,962,469 for the year ended December

For the year ended December 31, 2023, the Company recognized impairment expense of $ 12,902,788 which included a write down of

$ 259,931 for mining equipment and a write down of $ 12,642,857 for intangible assets (see Note 4).

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.

During the year ended December 31, 2024, it was

determined that the Company’s mining equipment and intangible assets were impaired per our analysis completed in accordance with

ASC 360-10, and the balance was written down to fair value.

As a result, the Company recognized impairment expense of $2,962,469 for the

year ended December 31, 2024.

The Company accounts for business combinations

under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations ,

where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on

their estimated fair values.

The purchase price is allocated using the information currently available, and may be adjusted, up to one

year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and

revisions to preliminary estimates.

The purchase price in excess of the fair value of the tangible and identified intangible assets acquired

less liabilities assumed is recognized as goodwill.

The Company tests for indefinite-lived intangibles

and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the

asset exceeds its fair value and may not be recoverable.

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.

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

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

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 indefinite-lived intangibles

and goodwill and determined there was no impairment at December 31, 2024 and 2023.

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 December 31, 2025,

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

Acquisition of 80.01 % interest of Cuentas SDI, LLC on June 15, 2023 (see Note 7)

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

Goodwill balance as of December 31, 2025

Accounts Receivable

Accounts receivable represent contractual residual payments due from

the Company’s processing partners or other customers.

Residual payments are determined based on transaction fees and revenues from

the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company.

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

as of December 31, 2024 and 2023, respectively.

This balance represents an amount related to the ongoing lawsuit with

As of December 31,2024, the loan is not considered in default.

Accounts receivable represent contractual residual

payments due from the Company’s processing partners or other customers.

Residual payments are determined based on transaction fees

and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the

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

and $ 207,850 as of December 31, 2025 and 2024, respectively.

This balance represents an amount related to the ongoing lawsuit with FFS.

December 31, 2025, the loan is not considered in default.

Reserve for Chargeback Losses

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For the Years Ended

Transaction and processing fees from wholesale contracts

Transaction and processing fees from retail contracts

Other transaction and processing fees, revenue from monthly recurring subscriptions, and merchant equipment rental and sales

Bitcoin mining revenue

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

Digital product revenue

Total revenue from contracts with customers

Total revenue

The Company recognizes revenue under ASC 606,

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satisfaction of the performance obligation.

The Company will recognize 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.

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.

In wholesale contracts, the Company recognizes

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and rental of merchant equipment.

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.

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

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Cryptocurrency mining:

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.

is the measure of the computational power per second used when 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.

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

Hashrate is the measure of the computational power per second used when mining.

computing power in Bitcoin transaction verification services is an output of the Company’s ordinary activities.

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

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.

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.

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.

to ASC 606-10-55-42, 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.

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

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

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component in these transactions.

If authoritative guidance is enacted by the Financial

Accounting Standards Board (“FASB”), the Company may be required to change its policies, which could affect the Company’s

financial position and results from operations.

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

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Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No.

Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets.

The amendments

2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets

at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided

to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions,

and changes during the reporting period.

The amendments are effective for all entities for fiscal years beginning after December 15, 2024,

including interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that

have not yet been issued (or made available for issuance).

If an entity adopts the amendments in an interim period, it must adopt them

as of the beginning of the fiscal year that includes that interim period.

2023-08 requires a cumulative-effect adjustment to the

opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting

period in which an entity adopts the amendments.

The Company has not yet adopted ASU No.

2023-08 and is currently evaluating the impact

that the adoption will have on the Company’s financial statement presentation and disclosures.

In November 2024 , the FASB issued Accounting

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

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

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

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

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

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

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

These amendments are effective for

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

either ( 1 ) prospectively to financial statements issued for reporting periods after the effective date of this Update or ( 2 )

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

The Company expects to enhance disclosures of expenses

based on new requirements.

In November 2024 , the FASB 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

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At December 31, 2025, the Company had cash of approximately

$ 27,000 , accounts receivable of approximately $ 101,000 , prepaid expenses of approximately $ 18,000 and other receivables at $ 599,600 .

December 31, 2024 the Company has accounts payable and accrued expenses of approximately $ 5,912,000 .

To date, the Company has generated

cash flows from issuances of equity and indebtedness and during the year ended December 31, 2024 reported net cash used by operating activities

in excess of approximately $ 2,600,000 .

On February 16, 2024, The OLB Group, Inc.

“Company”) entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”)

to create an at-the-market equity program.

Under the 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 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 has 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 Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No.

333-255152) filed with the Securities

and Exchange Commission that was declared effective on May 3, 2021.

On February 20, 2024, the Company filed a prospectus supplement registering

up to $ 3,900,000 of Shares relating to the ATM Offering with the Securities and Exchange Commission.

$ 16,000 , accounts receivable of approximately $ 17,000 , prepaid expenses of approximately $ 163,000 and other receivables of $ 829,000 .

At December 31, 2025, the Company has accounts payable and accrued expenses of approximately $ 5,280,000 .

To date, the Company has

generated cash flows from issuances of equity and indebtedness and during the year ended December 31, 2025 reported net cash used by operating

activities of approximately $ 1,330,000 .

In addition, the Company is in the process of

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which include the property in Selmer, Tennessee and the Bitcoin mining computers.

Management believes that its current available resources will be sufficient

to fund the Company’s planned expenditures over the next 12 months.

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.

Without raising additional capital, either via additional advances made pursuant

to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability to continue as a going

concern through March 31, 2026.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue

as a going concern.

This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities

in the normal course of business.

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.

The Company has reviewed its cash flow activity

during 2025 and projected cash flow forecast for 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 Annual Report.

Based on projected cash to be used in operations to be offset by expected proceeds from capital raises, the ATM program and loan proceeds

from Ronny Yakov under the loan agreement, the Company believes it has sufficient liquidity in order to sustain operations for at least

the twelve months following the filing of this Annual Report.

During the first quarter of 2026, the Company raised capital through a direct

offering and a PIPE.

The total cash to the Company from these transactions totaled over $ 3.7 M.

The Company believes this is sufficient

to cover operations for the next 12 months.

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 March 31, 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 – INTANGIBLE ASSETS

Intangible assets consist of the following:

Merchant portfolios

Less accumulated amortization

( 2,409,965 )

( 2,322,182 )

Net residual portfolios

Less accumulated amortization

( 2,500,000 )

Net trade name

Exclusive agreement to purchase natural gas

Less accumulated amortization

( 4,499,952 )

( 1,087,489 )

Net mineral rights

Less accumulated amortization

Net mineral rights

Total intangible assets, net

Due to the ongoing litigation with FFS relating

to a breach of contract in connection with the Acquired Merchant Portfolio (see Note 15), the Company has written off the asset and recognized

a $ 12,642,857 loss on impairment for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company

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Property and Equipment, net

During the year ended December 31, 2023 the Company

wrote off $ 524,965 worth of assets with a net book value of zero due to the assets no longer being in use and wrote off bitcoin mining

equipment no longer in use, recognizing a loss on impairment of $ 259,931 .

Depreciation expense for the years ended December 31, 2024 and

2023 was $ 2,616,137 and $ 2,560,015 , respectively.

Depreciation expense for the years ended December

31, 2025 and 2024 was $ 507,393 and $ 2,616,137 , respectively.

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

The Company owned 165.27 units ( 1.11 %) of Node Capital Token Opportunity

Fund LP (the “Fund”) for which it paid an aggregate of $ 250,000 in August 2021.

During the years ended December 31, 2024 and

2023, the Company recognized a realized gain of $ 274,731 and $ 23,662 , respectively.

The Company owned 165.27 units ( 1.11 %) of Node

Capital Token Opportunity Fund LP (the “Fund”) for which it paid an aggregate of $ 250,000 in August 2021.

During the year

ended December 31, 2024, the Company redeemed the Fund and received proceeds of $ 548,393 .

As of December 31, 2024, the investment in equity

securities was $ 0 .

During the year ended December 31, 2024, the Company

redeemed the Fund and received proceeds of $ 548,393 .

As of December 31, 2024 and 2023, the investment in equity securities was $0 and

$ 273,662 , respectively.

NOTE 7 – BUSINESS COMBINATIONS

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 Cuentas SDI, LLC, a Florida limited liability company (the “LLC”) for a purchase price of $ 850,000 .

The Company accounted for the transaction as a business combination

under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of

the acquisition date as outlined in the table below.

The consolidated income statement for the year ended December 31, 2023, includes

$ 2,534,577 of revenue and $ 3,001,190 of expenses of Cuentas SDI, LLC from the date of acquisition (June 15, 2023) through December

31, 2023 for a net loss of $ 466,613 .

The excess of the purchase price over the estimated

fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill.

The provisional estimated fair value of the noncontrolling interest was based on the price the Company paid for their 80.01 % of their

controlling interest.

The goodwill represents expected synergies from the combined operations and the acquired base of current and prior

merchants to which we hope to sell our merchant services.

The allocation of the purchase price and the estimated

fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

Consideration

Consideration issued

Identified assets, liabilities, and noncontrolling interest

Property and equipment, net

Cash overdraft

Customer deposits

Accounts payable

Accrued expenses

Noncontrolling interest

Total identified assets, liabilities, and noncontrolling interest

Excess purchase price allocated to goodwill

Had the business combination taken place as of

January 1, 2023 the Company would have recorded $ 4,541,090 in revenues and $ 138,459 in losses for the year ended December 31,

recognized a realized gain from the sale of investment of $ 274,731 .

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 SDI.

Interest Purchase Agreement with Cuentas SDI, LLC whereby it acquired the remaining 19.99 % of the membership interests of Cuentas SDI,

LLC for a purchase price of $ 215,500 .

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

On August 14, 2024,

Cuentas SDI, LLC changed its name to Moola Cloud, LLC.

NOTE 7 – 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.

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 years ended December 31, 2024 and 2023, the Company made repayments of $ 204,919 and

$ 226,547 , respectively.

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 December 31, 2025 and 2024, the note payable balance was $ 216,684 and $ 202,939 , respectively.

is currently in negotiations with VFS to extend the term of the loan.

This liability was settled

on January 7, 2026 for $ 216,684 , to be paid in monthly installments of $ 8,000 .

NOTE 8 – STOCK OPTIONS

On January 3, 2024, the Company granted stock

options to purchase 200,000 pre-split ( 20,000 post-split) shares of common stock pursuant to the terms of the Company’s

employment agreement with Mr.

The options have a one year vesting term and an exercise price of $ 0.01 per share pre-split

($ 0.10 per share post-split).

The aggregate fair value of the options totaled $ 541,999 based on the Black Scholes Merton pricing

model using the following estimates:

exercise price of $ 0.01 , 1.63 % risk free rate, 295 % volatility and expected life of the options

of 10 years .

The fair value of the options was recognized over the vesting period with a credit to additional paid in capital.

During the year ended December 31, 2023, the option

granted to Mr.

Yakov on January 1, 2018 to purchase 6,667 shares of common stock expired;

therefore, the Company has shown those

options as expired as of December 31, 2023.

On January 3, 2024, the Company granted stock options to purchase 200,000

pre-split ( 20,000 post-split) shares of common stock pursuant to the terms of the Company’s employment agreement with Mr.

options to purchase 20,000 shares of common stock pursuant to the terms of the Company’s employment agreement with Mr.

50 % of the options vested immediately, 25 % of the options vest on the one-year anniversary of the grant, and 25 % of the options vest on

the two-year anniversary of the grant.

The options have an exercise price of $ 0.01 per share pre-split ($ 0.10 per share post-split).

aggregate fair value of the options totaled $ 541,999 based on the Black Scholes Merton pricing model using the following estimates:

price of $ 0.01 (pre-split pricing), 1.63 % risk free rate, 295 % volatility and expected life of the options of 10 years.

The fair value

of the options will be recognized over the vesting period with credits to additional paid in capital.

The options have an exercise price of $ 0.10 per share.

The aggregate fair value of the options

totaled $ 541,999 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 0.01 (pre-split pricing),

1.63 % risk free rate, 295 % volatility and expected life of the options of 10 years.

The fair value of the options will be recognized over

the vesting period with credits to additional paid in capital.

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079 (see Note 12 and Note 14).

to purchase a total of 118,792 shares of common stock for $ 4,079 (see Note 11 and Note 13).

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761 (see Note 12 and Note 14).

to purchase a total of 38,107 shares of common stock for $ 2,761 (see Note 11 and Note 13).

A summary of the status of the Company’s

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Stock Options

Options outstanding January 1, 2023

Options outstanding December 31, 2023

Options outstanding December 31, 2024

Options outstanding December 31, 2025

Shares exercisable at December 31, 2025

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the Company recognized $ 135,500 and $ 406,500 , respectively, in stock-based compensation related to the above-mentioned options.

December 31, 2024 there was $ 135,500 of unrecognized expense for the above-mentioned options is expected to extend for 1.26 years and

the weighted average contractual term of the options outstanding and of the option exercisable were 9.01 years.

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 8.01 years.

NOTE 9 – WARRANTS

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Outstanding, December 31, 2023 856,313 $ 68.33 2.60

Underwriter Warrant Exercised —

Outstanding, December 31, 2023 856,313 $ 68.33 2.60

Warrants Exercised —

Outstanding, December 31, 2024 856,313 $ 68.33 1.49

NOTE 11 – OPERATING LEASES

On June 24, 2020, eVance, Inc.

(“eVance”) entered

into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately 4,277 square

feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400.

The term of the Lease was for thirty-nine ( 39 ) months

commencing September 1, 2020.

The monthly base rent was $ 8,019 for the first twelve (12) months increasing thereafter to $ 8,768 .

total rent for the entire lease term was $ 323 ,812and $ 8,768 is payable as a security deposit.

The first three months of rent were

abated as eVance was not in default of any portion of the Lease.

The lease has been extended on a month-to-month basis with a base rent

of $ 8,554 per month.

On January 11, 2022, DMINT entered into two leases

(the “Leases”) in Bradford, Pennsylvania relating to a combined 10,000 square feet of property located at the Bradford Regional

Airport Authority multi-tenant building in Lafayette Township.

The Leases were each for a term of five years , ending on the later of the

date of occupancy and November 10, 2026.

The monthly base rent for “Cell 3”, comprising 4,000 square feet, was $ 1,667 per

The monthly base rent for “Cell 4”, comprising 6,000 square feet, was $ 2,500 per month.

The total rent for the entire

lease term of the Leases was $ 250,000 and $ 8,768 was payable as a security deposit.

On March 29, 2023, DMINT entered into a Surrender

and Release Agreement with Bradford Regional Airport Authority relating to the property in Bradford, Pennsylvania whereby DMINT agreed

to pay $ 50,000 in exchange for an early termination of the Leases.

March 31, 2023 was the final day DMINT occupied the property and all

operations were moved to the Selmer, Tennessee building owned by the Company.

On November 13, 2024, eVance, Inc.

entered into a Lease Agreement (the “Lease”) with Royal Centre Holdings LLC (the “Lessor”) relating to approximately

1,740 square feet of property located at 11475 Great Oaks Way, Alpharetta, Georgia.

The term of the Lease is for thirty-nine ( 39 ) months

commencing December 1, 2024.

The monthly base rent was $ 4,023.75 for the first twelve (12) months increasing each year thereafter.

total rent for the entire lease term is $ 162,435 and $ 4,397 is payable as a security deposit.

Warrants Expired ( 259,908 ) $ 81.60

Outstanding, December 31, 2025 596,405 $ 62.43 0.81

NOTE 10 – 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.

Lease expense for the years ended December 31,

2025 and 2024, was $ 83,115 and $ 147,575 , respectively.

The Company has multiple short term rental arrangements that are not captured

under ASC 842.

The Company has multiple short term rental arrangements that are not captured under

Those payments are expensed as incurred and included in the total lease expense for each year.

Balance Sheet Classification December 31,

Operating lease asset Right of use asset $ 140,218

Total lease asset $ 140,218

Operating lease liability – current portion Current operating lease liability $ 46,491

Operating lease liability – noncurrent portion Long-term operating lease liability 93,869

Total lease liability $ 140,360

Lease obligations at December 31, 2024 consisted

of the following:

For the year ended December 31:

Total payments

Amount representing interest

Lease obligation, net

Less current portion

Lease obligation – long term

NOTE 11 – STOCKHOLDERS’ EQUITY

On January 16, 2024, the Company issued 39,211

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 300,000 that was accrued as of December 31, 2023

(see Note 14).

On January 16, 2024, the Company issued 78,421

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 600,000 that was accrued as of December 31, 2023

(see Note 14).

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079 (see Note 9 and Note 14).

On January 24, 2024, Mr.

Smith exercised options

to purchase a total of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761 (see Note 9 and Note 14).

During the year ended December 31, 2024, the Company

sold 478,637 shares of common stock from its ATM Offering, for total proceeds of $ 1,090,890 .

During the year ended December 31, 2024, the Company issued 2,500 shares

of common stock as a charitable contribution.

The shares were valued at $ 1.89 , the closing price on the date of grant, for total non-cash

expense of $ 4,725 .

During the year ended December 31, 2024, the Company

issued 2,500 shares of common stock as a charitable contribution.

The shares were valued at $ 1.89 , the closing price on the date of grant,

for total non-cash expense of $ 4,725 .

During the year ended December 31, 2024, there

was an increase to additional paid in capital for stock option expense of $ 406,500 .

During the year ended December 31, 2024, there was a decrease to additional

paid in capital for Series A preferred stock dividend expense of $ 124,903 .

During the year ended December 31, 2024, there

was a decrease to additional paid in capital for Series A preferred stock dividend expense of $ 124,903 .

On April 26, 2024, the Company filed with the

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occurred as of January 1, 2023.

During the year ended December 31, 2025,

the Company sold 608,731 shares of common stock from its ATM Offering, for total proceeds of $ 887,786 .

During the year ended December 31, 2025, there

was a decrease to additional paid in capital for Series A preferred stock dividend expense of $ 30,630 .

During the year ended December 31, 2025, there

was an increase to additional paid in capital for stock option expense of $ 135,500 .

During the year ended December 31, 2025, the Company

issued 400,000 shares of common stock for payment of various accounts payable and the VFS loan (Note 7) totaling $ 696,000 .

The shares were valued at $ 1.87 , the closing stock price on the date of grant, for a total value of $ 748,000 .

The Company recorded a loss

on the extinguishment of debt of $ 52,000 .

During Q4 VFS decided not to accept the shares and the debt of $ 216,684 was put back

on the books.

The shares are still issued and outstanding and being held by a third party.

During the year ended December 31, 2025, the Company

issued 250,000 shares of common stock for payment of $ 270,235 of legal fees.

$ 107,469 was applied to accounts payable and $ 162,766 has

been debited to prepaid expenses.

During the year ended December 31, 2025, the Company

issued 370,000 shares of common stock for services.

The shares were valued at $ 1.26 , the closing stock price on the date of grant, for

a total value of $ 466,200 .

Refer to Note 13 for common stock issued to related

NOTE 12 – PREFERRED STOCK

Our certificate of incorporation, as amended,

authorizes the issuance of 1,000,000 shares of blank check preferred stock with such designation, rights and preferences as

may be determined from time to time by our board of directors.

Series A 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.

On August 7, 2020, we filed a Certificate of Designations,

Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware.

Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated

value (the “Stated Value”) of $ 1,000 per share.

As of December 31, 2024 and 2023 there were 1,021 shares of Series A

Preferred Stock issued and outstanding.

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

The Company amended the conversion price of

its Series A Convertible Preferred Stock from $ 90 per share to $ 1.00 per share on May 28, 2025.

The closing stock price on May 27,

2025 was $ 1.50 per share.

The Company and the preferred shareholder, an affiliate of the Company, agreed to convert the preferred

stock at its stated value of $ 1,021,000 and accrued dividends of $ 529,000 (totaling a stated value of $ 1,550,000 ) into 1,550,000

common shares.

The modification increased the intrinsic value to preferred stockholders by approximately $ 775,000 which has been

recorded as a deemed dividend in accordance with ASC 260-10-45-15.

The deemed dividend reduced net income available to common

stockholders in the calculation of basic and diluted earnings per share for the year ended December 31, 2025.

Refer to Note 13 for preferred stock transactions

with related parties.

As of December 31, 2025 and 2024 there were 0

and 1,021 shares of Series A Preferred Stock issued and outstanding, respectively.

Holders of Series A Preferred Stock are entitled to

the following rights and preferences.

The Series A Preferred Stockholders are entitled

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be issued in the future, a per share amount equal to the liquidation preference.

NOTE 14 – RELATED PARTY TRANSACTIONS

of December 31, 2022, the Company was obligated to issue shares worth of $ 165,000 to Directors for their service and a provision for this

compensation was accrued in the balance sheet as of December 31, 2022.

During the year ended December 31, 2023, the Company issued 41,322

shares of common stock to Alina Dulimof and Amir Sternhell, Directors, and issued 53,719 shares of common stock to Ehud Ernst, Director,

to extinguish the $ 165,000 liability.

The shares were valued at $ 1.21 , the closing stock price on the date of grant.

NOTE 13 – RELATED PARTY

On January 16, 2024, the Company issued 39,211

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 300,000 that was accrued as of December 31, 2023

(see Note 13).

On January 16, 2024, the Company issued 78,421

shares of common stock to Mr.

The shares were issued for bonus compensation of $ 600,000 that was accrued as of December 31, 2023

(see Note 13).

On January 24, 2024, Mr.

Yakov exercised options

to purchase a total of 1,187,919 pre-split shares of common stock ( 118,792 post-split) for $ 4,079 .

to purchase a total of 118,792 shares of common stock for $ 4,079 .

On January 24, 2024, Mr.

Smith exercised options to purchase a total

of 381,069 pre-split shares of common stock ( 38,107 post-split) for $ 2,761 .

February 14, 2023, a shareholder reported to the Company that they had incurred short swing profits of $ 114,654 in connection with a series

of purchases and sales of the Company’s stock on the open market.

The shareholder disgorged such short-swing profits to the Company

on February 28, 2023, and the Company recorded other income in the consolidated statement of operations.

During December 2024 and 2023, Mr.

payments on behalf of the Company in the amount of $ 1,191,282 and $ 12,678 , respectively.

The amount is non-interest bearing and due on

During the years ended December 31, 2024 and 2023,

the Company accrued $ 124,903 and $ 124,222 , respectively, for dividends on the Series A preferred stock held by Mr.

As of December

31, 2024 and 2023, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 543,509 and $ 418,606 , respectively.

Smith exercised options

to purchase a total of 38,107 shares of common stock for $ 2,761 .

During the years ended December 31, 2025 and 2024, the Company accrued

$ 30,630 and $ 124,903 , respectively, for dividends on the Series A preferred stock held by Mr.

On June 2, 2025, Mr.

Yakov converted

$ 529,000 of the accrual into 529,000 shares of common stock and forgave the remaining $ 45,139 , which was credited to additional paid in

As of December 31, 2025 and 2024, total accrued dividends on the Series A preferred stock due to Mr.

Yakov is $ 0 and $ 543,509 ,

respectively.

On April 8, 2024, the Company entered into Amendment

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

Yakov (the “Yakov LLC”) whereby the Yakov LLC committed to

loan to the Company up to Five Million Dollars ($ 5,000,000 ) (the "Yakov LLC Loan").

The Yakov LLC Loan is revolving in nature,

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 LLC Loan is twelve percent ( 12 %)

and it matures on August 12, 2025 .

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

the Yakov LLC over all of the assets of the Company.

Refer to Note 9 for options to purchase shares

of common stock issued to related parties.

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, 2026.

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.

As of December 31, 2025 and 2024, the amount due to Yakov Holdings, LLC is $ 167,315 and $ 1,203,960 , respectively.

On April 21, 2025 the Company agreed to convert

the certain obligations owed to Ronny Yakov, Yakov Holdings, LLC and Patrick Smith at $ 1.00 per share.

The common stock price was $ 1.04

As a result, the Company recorded a loss on conversion of $ 175,763 during the year ended December 31, 2025.

The following is

a summary of the obligations subject to conversion:

Yakov Holdings, LLC Loan

Yakov accrued compensation

Yakov accrued bonus

Accrued interest

Smith accrued compensation

Smith accrued bonus

Smith accrued interest

Total obligation converted

Shares issued

Conversion price

Loss on modification

On the grant date of April 22, 2025, the share

price was set at $ 1.04 per share.

The conversion price was set at $ 1.00 per share.

The excess of the fair value of the shares to be issued

over the stated amount of the obligation was recorded as a loss on conversion of $ 175,763 .

Refer to Note 8 for options to purchase

shares of common stock issued to related parties.

On June 2, 2025, Mr.

Yakov converted

the 1,021 shares of Series A held into 1,021,000 shares of common stock and the accrued dividends of $ 529,000 into 529,000 shares of

common stock.

The excess of the accrued dividend of $ 574,139 over the accrued dividend converted of $ 529,000 was forgiven and reflected

as a contribution to equity of $ 45,139 .

On June 2, 2025, Mr.

Yakov converted $ 1,772,529

of principal and interest into 1,772,529 shares of common stock.

As of December 31, 2025 and 2024, the amount due to Yakov Holdings, LLC

is $ 167,315 and $ 1,203,960 , respectively.

During the years ending December 2025 and 2024,

Yakov made payments on behalf of the Company in the amount of $ 495,429 and $ 1,191,282 , respectively.

On June 2, 2025, Mr.

Smith converted $ 69,642 of

principal and interest into 69,642 shares of common stock.

On June 2, 2025, Mr.

Smith converted $ 510,417

and $ 150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock.

On June 2, 2025, Mr.

Yakov converted $ 1,062,500

and $ 300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.

During the year ending December 31, 2025, the

Company issued 35,000 shares of common stock to its CFO for services.

The shares were valued at $ 2.02 , the closing stock price on the

date of grant, for total non-cash expense of $ 70,700 .

During the year ending December 31, 2025, the

Company issued an additional 50,000 shares of common stock to its CFO for services.

The shares were valued at $ 1.26 , the closing stock

price on the date of grant, for total non-cash expense of $ 63,000 .

During the year ended December 31, 2025, the Company

issued 32,000 shares of common stock to its directors for services.

The shares were valued at $ 2.02 , the closing stock price on the date

of grant, for total non-cash expense of $ 64,640 .

On October 14, 2025, the Company’s Board

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

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

The Employment

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

renewals thereafter unless terminated in accordance with its terms.

Pursuant to the Employment Agreement, the Executive

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

The Executive is also eligible

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

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

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

or events, as defined in the Employment Agreement.

The Employment Agreement provides for annual equity

awards consisting of stock options to purchase not less than 200,000 shares of the Company’s common stock, with an exercise price

of $ 0.01 per share, subject to vesting conditions.

All unvested equity awards will accelerate upon a change in control of the Company.

The Executive is also entitled to participate

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

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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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”).

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 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;

(ii) the Company seeks to recover the purchase price along with damages arising from FFS’ breach of representations and warranties

and other misrepresentations about the Acquired Merchant Portfolio which ultimately resulted in the termination of the bank processing

agreement by Clear Fork Bank (the “Bank”).

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:

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 (the “Bank”).

In addition, the Company has filed a lawsuit in the District Court of the

42 nd Judicial District, Taylor County, Texas against the Bank, Timothy Cooper, Daniel Neff, Anthony Sandoval, Lawrence

Kentz, Slone Balliew, Olan Beard and Ricky Beard seeking damages the Company suffered as a result of it having to cease processing

transactions for the merchants underlying the Acquired Merchant Portfolio.

More specifically, the Company has asserted the following

causes of action:

42 nd Judicial District, Taylor County, Texas against the Bank, Timothy Cooper, Daniel Neff, Anthony Sandoval,

Lawrence Kentz, Slone Balliew, Olan Beard and Ricky Beard seeking damages the Company suffered as a result of it having to cease

processing transactions for the merchants underlying the Acquired Merchant Portfolio.

More specifically, the Company has

asserted the following causes of action:

(i) Negligent Supervision against the Bank;

(ii) Fraud against all Defendants;

(iii) Breach of Fiduciary Duty against

of Fiduciary Duty against the Bank;

(iv) Negligence against all Defendants;

(v) Common Law Indemnification against the Bank;

(vi) Negligent Misrepresentation against

all Defendants;

Negligent Misrepresentation against all Defendants;

and (vii) Vicarious Liability against all Defendants.

The Bank has filed a counterclaim for fees incurred by

it in connection with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company.

are currently in discovery and trial dates have not been set.

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 actions are currently in discovery and trial dates have not been set.

DMINT is currently in a contract dispute with

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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 December 31, 2025 and 2024.

Legal proceedings regarding this matter began in 2022 and

have continued through 2025.

NOTE 15 – INCOME TAX

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December 31, due to the following:

$ ( 2,357,000 )

For The Years Ended December 31,

Expected federal tax (expense) benefit

Expected state tax (expense) benefit

Stock based compensation

Nondeductible expenses and other

Increase in valuation allowance

( 1,446,700 )

( 2,920,300 )

Meals and entertainment

Stock based compensation

Non deductible expenses -legal fees

Other adjustments

Valuation allowance

At December 31, 2024, the Company had operating loss carry forwards

of approximately $ 35,600,000 , $ 2,600,000 of which expire from 2024 – 2040 , and no expiration on the remaining amount.

In accordance

with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the

event of a change in ownership.

A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section

Total provision for income taxes

At December 31, 2025,

the Company had operating loss carry forwards of approximately $ 43,800,000 , of which $ 2,250,000 expire from 2025 – 2040 , and no

expiration on the remaining amount.

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net

operating loss carryforwards may be limited in the event of a change in ownership.

A full Section 382 analysis has not been prepared and

NOLs could be subject to limitation under Section 382.

There is a full valuation allowance as of December

31, 2025 and 2024 which may be reversed in future periods at a point when the Company can make the determination that the recoverability

will be probable.

The valuation allowance for deferred tax assets increased by approximately $ 1,429,200 and $ 2,920,300 during the years

ended December 31, 2025 and 2024, respectively.

The United States Federal and applicable state

returns from 2018 forward are still subject to tax examination by the United States Internal Revenue Service;

however, the Company does

not currently have any ongoing tax examinations.

NOTE 16 – SEGMENTS

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The Company’s CODM is comprised of several members of

its executive management team who use revenue and expenses of our two reporting segments to assess the performance of the business of

its executive management team who use revenue and expenses of our two operating segments to assess the performance of the business of

our reportable operating segments.

The following tables detail revenue, operating

expenses, and assets, liabilities and equity for the Company’s reportable segments for the year ended December 31, 2023.

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

Current Assets:

2 unchanged sentences

Other receivables

Investment in equity securities

Other current assets

2 unchanged sentences

Property and equipment, net

Intangible assets, net

Other long-term assets

2 unchanged sentences

Current Liabilities:

Cash overdraft

Accounts payable

Accrued expenses

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

5 unchanged sentences

( 17,058,303 )

Long Term Liabilities:

Notes payable, net of current portion

Operating lease liability – net of current portion

Total Liabilities

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( 74,448,858 )

Total stockholders’ equity

( 12,489,956 )

Noncontrolling interest

Total Stockholders’ Equity

Total stockholders’ equity (deficit)

( 21,599,598 )

8 unchanged sentences

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

2 unchanged sentences

General and administrative expenses

Impairment expense

Total operating expenses

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Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Loss on conversion related party

Loss on settlement of accounts payable and debt

Loss on settlement of lawsuit

Total other income

2 unchanged sentences

( 5,874,051 )

Net loss attributed to noncontrolling interest

Net loss attributed to The OLB Group and Subsidiaries

( 17,459,105 )

( 5,721,558 )

( 23,180,663 )

Preferred dividends (related party)

Deemed dividend – preferred stock

Net Loss Applicable to Common Stockholders’

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Due to/from intercompany

( 22,629,401 )

Total Current Liabilities

( 13,885,051 )

Long Term Liabilities:

1 unchanged sentence

Total Liabilities

( 13,791,182 )

Stockholders’ Equity:

3 unchanged sentences

Accumulated deficit

( 48,171,443 )

( 19,628,364 )

( 67,799,807 )

Total stockholders’ equity

( 19,628,364 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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Realized gain on sale of bitcoin

Unrealized gain on investment

Realized gain on investment

Interest expense

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In accordance with SFAS 165 (ASC 855-10) management

has performed an evaluation of subsequent events through, April 15, 2025, the date that the financial statements were issued and has determined that is

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

Subsequent to December 31, 2024, the Company sold

90,762 shares of common stock from its ATM Offering, for total proceeds of $ 187,913 .

Subsequent to December 31, 2024, Mr.

Yakov made payments on behalf

of the company in the amount of $ 10,848 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On July 15, 2024, the Company decided to not engage

Mac Accounting Group & CPAs, LLP (“MAC”), the Company’s independent registered public accounting firm, for the Company’s

audit and therefore dismissed the firm effective immediately.

During the fiscal year ended December 31, 2023, MAC’s audit reports

on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified

as to uncertainty, audit scope or accounting principles.

There were no disagreements between the Company and MAC on any matter of accounting

principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to MAC’s

satisfaction, would have caused MAC to make reference in connection with MACs report to the subject matter of the disagreement;

were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of

material weaknesses in the Company’s internal controls over financial reporting as disclosed in Part II, Item 9A of the Company’s

Form 10-K for the year ended December 31, 2023.

On July 15, 2024, the Company approved the engagement

of RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm, effective immediately.

During the fiscal years ended December 31, 2023 and 2024 and through the date of this Current Report on Form 8-K, neither the Company

nor anyone acting on its behalf consulted RBSM with respect to (i) the application of accounting principles to a specified transaction,

either completed or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither

a written report was provided to the Company nor oral advice provided that RBSM concluded was an important factor considered by the Company

in reaching a decision as to any accounting, auditing or financial reporting issue;

or (ii) any matter that was the subject of a disagreement

or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

has performed an evaluation of subsequent events through, March 31, 2026, the date that the financial statements were issued and has determined

that is has the following material subsequent events to disclose in these financial statements.

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 warrants have an exercise price of $ 0.78 per share,

are exercisable beginning six months after issuance, and expire five years from the date of issuance.

The offering closed on January 26,

2026, generating aggregate net proceeds of approximately $ 1.3 million, before 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

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 aggregate net proceeds

of approximately $ 3.0 million, before fees and expenses.

Subsequent to December 31, 2025, the Company issued

900,000 shares of common stock to settle accounts payable of approximately $ 1,134,000 .

Subsequent to December 31, 2025, the Company

purchased back 11,627 shares of common stock from Maxim Group LLC.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data