What changed in this filing

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Item 1. Financial Statements

2026-05-18 compared with 2025-11-14 · 625 added, 740 removed, 522 unchanged (72% of the section changed)

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INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)

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

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

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

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

Notes to the Condensed Consolidated Financial Statements (unaudited)

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Condensed Consolidated Balance Sheets

September 30,

Current Assets:

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Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets

Other long-term assets

Total Other Assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

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Accrued expenses

Preferred dividend payable (related party)

Merchant portfolio purchase installment obligation

Related party payable

Operating lease liability – current portion

Note payable – current portion

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Long Term Liabilities:

Operating lease liability – net

of current portion

Total Liabilities

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

A Preferred stock, $ 0.01 par value, 10,000 shares authorized, 0 and 1,021 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 8,780,749 and 2,289,930 shares issued, 8,768,132 and 2,277,313 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 12,617 shares at September 30, 2025 and December 31, 2024

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

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

Common stock to be issued

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

Additional paid-in capital

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Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying notes are an integral

part of these unaudited consolidated financial statements.

The OLB Group, Inc.

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For the Three Months Ended

For the Nine Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

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Operating expenses:

Processing and servicing costs, excluding merchant portfolio

Amortization and depreciation expense

Depreciation expense – cryptocurrency mining

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Depreciation expense

Salaries and wages

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( 1,269,888 )

( 1,630,258 )

( 3,680,214 )

( 7,132,906 )

Other income (expense):

Realized gain (loss) on sale of cryptocurrency

Unrealized (loss) gain on investment

Interest expense

Loss on conversion related party

Loss on settlement of accounts payable and debt

Loss on settlement of law suit

Gain on settlement of accounts payable and debt

Other expense

Total other income (expense)

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( 1,088,998 )

( 4,388,332 )

( 6,678,888 )

Income tax expense

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( 1,088,998 )

( 4,388,332 )

( 6,678,888 )

Preferred dividends (related parties)

Deemed dividend – preferred stock

Net Loss Applicable to Common Shareholders

$ ( 1,175,020 )

$ ( 1,661,569 )

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders

$ ( 1,077,582 )

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The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

of these unaudited consolidated financial statements.

The OLB Group, Inc.

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in Stockholders’ Equity

For the Three and Nine Months Ended September

30, 2025 and 2024

For the Three Months Ended March 31, 2026 and

Preferred Stock

at December 31, 2024

$ ( 109,988 )

$ ( 67,799,807 )

stock sold for cash

stock dividends-related party

( 1,088,998 )

at March 31, 2025

( 68,888,805 )

stock issued for accrued salary and loans payable – related party

stock to be issued for accounts payable

stock converted to common

preferred stock dividends converted to common

stock dividend contributed to capital

stock issued for services – related party

stock sold for cash

dividend – preferred stock

( 2,124,314 )

Balance at December 31, 2025

$ ( 109,988 )

at June 30, 2025

$ ( 74,448,858 )

stock to be issued for accounts payable

Common stock issued for services – related party

Common stock issued for accounts payable

Common stock issued for services

Common stock issued for cash

Prefunded warrants sold for cash

Shares returned and cash returned

( 1,077,582 )

at September 30, 2025

Balance at March 31, 2026

$ ( 109,988 )

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Preferred Stock

at December 31, 2023

$ ( 109,988 )

$ ( 56,574,896 )

stock issued for exercise of options

stock sold for cash

stock issued to related parties for accrued liabilities

stock dividends-related party

for 10 for 1 reverse stock split

( 2,371,596 )

( 2,400,618 )

at March 31, 2024

( 58,946,492 )

stock dividends-related party

Derecognition

of non controlling interest

( 2,648,012 )

Balance at December 31, 2024

$ ( 109,988 )

at June 30, 2024

$ ( 67,799,807 )

stock dividends-related party

stock sold for cash

Common stock sold for cash

Preferred stock dividends-related party

Stock-based compensation

( 1,088,998 )

at September 30, 2024

Balance at March 31, 2025

$ ( 109,988 )

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The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements .

of these unaudited consolidated financial statements .

The OLB Group, Inc.

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Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended

September 30,

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

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Depreciation and amortization

Stock based compensation

Stock based compensation – related party

Common stock issued for services – related party

Gain on settlement of accounts payable and debt

Operating lease expense, net of repayment

Unrealized gain on investment

Realized gain on sale of bitcoin

Loss on conversion related party

Loss on extinguishment of debt

Loan extinguishment related expense

Other expense

Changes in assets and liabilities:

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( 1,338,207 )

( 1,586,886 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of investment

Acquisition of 19.99% interest in Moola Cloud, LLC

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Repayments to related party

Proceeds from exercise of options – related party

Proceeds from the sale of prefunded warrants

Returned cash settlement

Repayments on note payable

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Non-cash investing and financing transactions:

Common stock issued for accrued liabilities – related party

Common stock issued for loans payable – related party

Common stock issued for accrued salary – related party

Common stock receivable

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 services

Common stock issued for settlement of accounts payable and debt

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

of these unaudited consolidated financial statements.

The OLB Group, Inc.

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Notes to the Condensed Consolidated Financial

September 30, 2025

March 31, 2026

NOTE 1 – BACKGROUND

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was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business

The Company generates its revenue through two business segments its Fintech Services and Bitcoin Mining Business segments.

The Company generates revenue through two business segments:

Fintech Services and Bitcoin Mining.

Fintech Services:

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requiring both wired and wireless mobile payment solutions.

eVance operates as an independent sales organization (“ISO”)

generating individual merchant processing contracts in exchange for future residual payments.

As a wholesale ISO, eVance has a direct

contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail

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

eVance operates as an independent sales organization (“ISO”) generating

individual merchant processing contracts in exchange for future residual payments.

As a wholesale ISO, eVance has a direct contractual

relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as

a result, receives additional consideration for this service and risk.

The Company’s Securus365, Inc.

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(“CrowdPay”) is

a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 - $ 50,000,000 of various types of

securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933.

To date, the activities of this

subsidiary have been nominal.

a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,000 -$ 50,000,000 of various types of securities

under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933.

To date, the activities of this subsidiary have

been nominal.

OmniSoft, Inc.

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a software platform for small merchants.

Omnisoft’s Omnicommerce applications work on an iPad, mobile device and the web and allow

customers to sell a store’s products in a physical, retail setting.

To date, the activities of this subsidiary have been nominal

when compared to the overall business.

The Omnicommerce applications work on an iPad, mobile device and the web and allow customers

to sell a store’s products in a physical, retail setting.

To date, the activities of this subsidiary have been nominal when compared

to the overall business.

On May 14, 2021, the Company formed its wholly

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To date, the activities of this subsidiary have been nominal.

On June 15, 2023, the Company entered into a

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

80.01 % of the membership interests of Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, the “LLC”).

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.

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

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

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

The Company also provides ecommerce development

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

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby the Company acquired

80.01 % of the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”).

The LLC owns the

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

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

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

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

As a result, effective May 20, 2024, the

Company owns 100 % of LLC.

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

Purchase Agreement.

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

The Company also provides e-commerce development

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

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On June 24, 2022 the Company formed DMINT Real

Estate Holdings, Inc.

(“DMINT Real Estate”), a wholly-owned subsidiary of DMINT.

The purpose of DMINT Real Estate is to buy

and hold real estate related to DMINT.

Currently, DMINT Real Estate’s only asset is its building and property located in Selmer,

Tennessee where all of the Company’s mining computers are located.

Estate Holdings, Inc., a wholly-owned subsidiary of DMINT.

The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate

related to DMINT.

Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

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GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect

all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial

position, results of operations and cash flows of the Company as of and for the nine month period ending September 30, 2025 and not necessarily

indicative of the results to be expected for the full year ending December 31, 2025.

These unaudited financial statements should be read

in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2024.

all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position,

results of operations and cash flows of the Company as of and for the three month period ending March 31, 2026 and not necessarily indicative

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

These unaudited financial statements should be read in conjunction

with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December

Use of Estimates

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Principles of Consolidation

The accompanying unaudited condensed consolidated

financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365,

Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings.

The Company owns 100 % of Cuentas SDI,

LLC, which has been included in the unaudited condensed consolidated financial statements.

The accompanying consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us,

Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings.

The Company owns 100 % of Cuentas SDI, LLC, which has been

included in the consolidated financial statements.

All significant intercompany transactions and

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Fair Value of Financial Instruments

The fair value is an exit price representing

the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants.

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;

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;

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

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.

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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the Company to concentration of credit risk consist primarily of cash and accounts receivable.

The Company’s cash is deposited

with major financial institutions.

At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount

As of September 30, 2025 and December 31, 2024, the Company had no cash in excess of the FDIC’s $ 250,000 coverage

The Company’s cash is deposited with

major financial institutions.

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

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

Operating Segments

Operating segments are defined as components

of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

Operating segments are defined as components of

an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance.

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decision–making group is composed of the Chief Executive Officer and Vice President.

The Company has two operating segments as

of September 30, 2025 and December 31, 2024.

(see Note 15).

The Company has two operating segments as of

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

Stock-based Compensation

We account for equity-based transactions with

employees and non-employees under the provisions 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

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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 nine months ended September 30, 2025 and

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 three months ended March 31, 2026 and March 31,

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

The weighted average number of common shares for nine months ended September 30, 2025 and 2024, does not include 20,000 and 20,000 options,

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

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

Investments in Equity Securities

The Company accounts for its investments under

ASC 321, “Investments – Equity Securities,” which requires that investments in equity securities be measured at fair

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.

The bitcoin held is recorded as other assets in

the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance

with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”).

The use of bitcoin is accounted for in accordance

with the first in first out method of accounting.

We do not amortize our bitcoin but assess the value for impairment as further discussed

in our impairment policy.

At September 30, 2025 and December 31, 2024,

the carrying value of the Company’s bitcoin was $ 14,237 and $ 0 , respectively.

As of September 30, 2025, the Company had 0.0167 bitcoin

the Consolidated Balance Sheets and is accounted for as indefinite-lived intangible assets initially measured at cost, in accordance with

ASC 350 – “Intangibles-Goodwill and Other”.

The use of bitcoin is accounted for in accordance with the first-in, first-out

method of accounting.

We do not amortize our bitcoin but assess the value for impairment as further discussed in our impairment policy.

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

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

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

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

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 nine months ended September

30, 2025 and 2024, we recorded a realized gain on our bitcoin transactions of $ 0 and $ 225,229 , 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 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

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.

The Company capitalizes all capital assets utilizing

the following criteria:

land acquisitions;.

buildings/facilities acquisitions and new construction;

All land acquisitions;.

All buildings/facilities acquisitions and new construction;

● Facility renovation and improvement projects costing more than $ 100,000 ;

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property and equipment are as follows:

Item Useful Life

Computer equipment 3 years

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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.

The Company recorded no impairment expense for

the nine months ended September 30, 2025 and 2024.

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.

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.

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.

In accordance with ASU 2017-04, Intangibles - Goodwill and Other

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 September 30, 2025.

A summary of goodwill as of September 30, 2025,

is as follows:

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.

of its subsidiaries except DMint, Inc.

are included in the Fintech Reporting Unit.

DMint is a separate reporting unit and is engaged in

Bitcoin mining activities.

In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350):

Simplifying the Test

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

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

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

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

Goodwill balance as of September 30, 2025

Goodwill balance as of March 31, 2026

Accounts Receivable

Accounts receivable represent contractual residual

Accounts receivable represents contractual residual

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

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

and $ 207,850 as of September 30, 2025 and December 31, 2024, respectively.

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

This balance represents an amount related to the ongoing lawsuit

As of September 30, 2025, the loan is not considered in default.

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

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant

periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services.

disputes may not be resolved in the merchant’s favor.

In these cases, the transaction is “charged back” to the merchant,

which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant.

If the merchant

has inadequate funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for

such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve

During the nine months ended September 30, 2025 and 2024 chargebacks have reduced recorded revenue amounts and no reserve

for loss has been recorded as of September 30, 2025 and December 31, 2024.

Disputes between a cardholder and a merchant periodically

arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services.

Such disputes may

not be resolved in the merchant’s favor.

In these cases, the transaction is “charged back” to the merchant, which means

the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant.

If the merchant has inadequate

funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for such transactions

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

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

as of March 31, 2026 and 2025.

Revenue Recognition

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revenue disaggregated by revenue source:

For the Three Months

For the Nine Months

For the Three Months Ended

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - cryptocurrency mining

Revenue, net - bitcoin mining

Other revenue from monthly recurring subscriptions

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The Company determines revenue recognition through the following

● Identification

of a contract with a customer;

Identification of the performance

obligations in the contract;

Determination of the transaction

Allocation of the transaction

price to the performance obligations in the contract;

Recognition of revenue

when or as the performance obligations are satisfied.

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract;

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised

goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in

exchange for those goods or services.

Shipping and handling activities associated with outbound freight after control over a product

has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control

of the goods transfers to the customer.

As a practical expedient, the Company does not adjust the transaction price for the effects of

a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services

is expected to be one year or less.

goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange

for those goods or services.

Shipping and handling activities associated with outbound freight after control over a product has transferred

to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods

transfers to the customer.

As a practical expedient, the Company does not adjust the transaction price for the effects of a significant

financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to

be one year or less.

Transaction and processing fees

Fees for the Company’s transaction and

processing arrangements are typically billed and paid on a monthly basis.

The Company receives a percentage of recurring monthly transaction

related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as

well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement

Fees for the Company’s transaction and processing

arrangements are typically billed and paid on a monthly basis.

The Company receives a percentage of recurring monthly transaction related

fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as

certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement

and information reporting of electronic transactions.

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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

transaction and processing fees on a gross basis as the Company is the principal in the merchant services.

The Company has concluded

it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of

services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other

merchant losses.

The Company has concluded it

is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services

to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant

The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company.

As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing

the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing

fees within cost of revenues.

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for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant.

Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as

Company records the net amount it receives from the processor, after interchange and other processing fees, as revenue.

Merchant equipment rental and sales

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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

The Company generates recurring revenue through

monthly subscriptions for software services.

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

generates recurring revenue through monthly subscriptions for software services.

This service is provided based on an agreement

with the customer regarding software services.

Performance obligations are promises in a contract to a customer.

In the subscription model, each billing

period represents a performance obligation.

The transaction price is the amount of consideration the Company expects to receive

in exchange for transferring goods or services.

For recurring revenue, this is the subscription fee.

allocates to the performance obligated based on the selling price for the subscription.

If the criteria for recognizing revenue over

time are met, revenue is recognized over the period of performance.

For subscription and recurring fee, this means recognizing

revenue each billing period.

the subscription model, each billing period represents a performance obligation.

The transaction price is the amount of consideration

the Company expects to receive in exchange for transferring goods or services.

For recurring revenue, this is the subscription

The Company allocates to the performance obligation based on the selling price for the subscription.

If the criteria

for recognizing revenue over time are met, revenue is recognized over the period of performance.

For subscription and recurring

fee, this means recognizing revenue each billing period.

Cryptocurrency mining:

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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.

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.

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.

Providing computing power in Bitcoin transaction

verification services is an output of the Company’s ordinary activities.

The provision of computing power is the only performance

obligation in the Company’s contracts with third party pool operators.

The transaction consideration the Company receives, if any,

is noncash consideration, which is all variable.

Because it is not probable that a significant reversal of cumulative revenue will not

occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and

the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

There is no significant

financing component in these transactions.

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

The provision of

computing power is the only performance obligation in the Company’s contracts with third party pool operators.

The transaction consideration

the Company receives, if any, is noncash consideration, which is all variable.

Because it is not probable that a significant reversal

of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first

to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

There is no significant financing component in these transactions.

The Company earns Bitcoin during the time period

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

The fair value of the Bitcoin award received

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

The Company’s Bitcoin earned are

actively traded on the major trading platforms.

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

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

The 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, the Company assessed

if the customer’s option to renew represented a material right that represents a separate performance obligation and noted the

renewal is not a material right.

The definition of a material right is a promise in a contract to provide goods or services to a customer

at a price that is significantly lower than the stand-alone selling price of the good or service.

The mining pool operator does not provide

any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under

606-10-55-42.

In addition, there are no options for renewal that are separately identifiable from other promises in the contract, such

as an ability to extend the contract at a reduced price.

The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated,

over the 24-Hour Period, in a sub-balance account held by the mining pool operator, which is finalized one hour later at 1AM UTC.

sub-balance account is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC

time (the “Settlement”).

The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin

has accumulated in the sub- account balance, in accordance with the mining pool operator’s terms of service.

At the time of

Settlement, the Company values the amount of Bitcoin earned using the average price of Bitcoin, per Coinbase, over the 24-hour Period

and records this amount as revenue.

By utilizing the average daily price of bitcoin over the time earned, the Company eliminates any differences

that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes

and completes the contract.

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

under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification

of digital asset transactions.

The Company’s miners contribute computing power (i.e.

hashrate) that perform hash calculations to

the mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes.

mining pool then utilizes a specific mining algorithm (e.g.

SHA-256) to submit shares (proof of work) to the mining pool’s server

as they contribute to solving the Bitcoin puzzles required to mine a block.

The Company reviews and analyzes its individual pool performance

using a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings.

of performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities.

under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification of

digital asset transactions.

The Company’s miners contribute computing power (i.e., hashrate) that perform hash calculations to the

mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes.

pool then utilizes a specific mining algorithm (e.g.

SHA-256) to submit shares (proof of work) to the mining pool’s server as they

contribute to solving the Bitcoin puzzles required to mine a block.

The Company reviews and analyzes its individual pool performance using

a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings.

The service of

performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities.

The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators.

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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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products and/or calling services.

When products are provided at the point of sale, revenue is recognized immediately and at the time

When products are provided at the point of sale, revenue is recognized immediately and at the time of

When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded

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

As of September 30, 2025 and December 31, 2024, customer deposits were $0 .

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

The Company determines whether an arrangement

contains a lease at the inception of the arrangement.

If a lease is determined to exist, the term of such lease is assessed based on

the date on which the underlying asset is made available for the Company’s use by the lessor.

The Company’s assessment of

the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination

If a lease is determined to exist, the term of such lease is assessed based on the

date on which the underlying asset is made available for the Company’s use by the lessor.

The Company’s assessment of the

lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination

options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is

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A corresponding operating lease right-of-use asset equal to the initial

lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of

the lease and reduced by any lease incentives received.

For purposes of measuring the present value of its fixed payment obligations

for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement,

as rates implicit in its leasing arrangements are typically not readily determinable.

The Company’s incremental borrowing rate

reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the

lease and reduced by any lease incentives received.

For purposes of measuring the present value of its fixed payment obligations for a

given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates

implicit in its leasing arrangements are typically not readily determinable.

The Company’s incremental borrowing rate reflects the

rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

For the Company’s operating leases, fixed

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The Company accounts for income taxes under the

asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and

operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

allowance is required to the extent any deferred tax assets may not be realizable.

asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to

differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating

loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets

and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

A valuation allowance

is required to the extent any deferred tax assets may not be realizable.

Recent Accounting Pronouncements

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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

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.

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

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

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

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

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

These amendments are effective for annual reporting

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

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

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

The Company expects to enhance disclosures of expenses based on new

requirements.

In November 2024 , the FASB also issued

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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.

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

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The Company is examining the impact this pronouncement

may have on the Company’s consolidated financial statements.

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 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 or results of operations.

These pronouncements did not have any material impact on the consolidated financial statements unless

otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that

might have a material impact on its financial position, results of operations or cash flows.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

The Company’s unaudited condensed consolidated

financial statements have been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether

it will be able to meet its obligations and continue its operations in the normal course of business.

At September 30, 2025, the Company

had accounts receivable of approximately $ 47,000 , other receivables of approximately $ 819,000 and other current assets of approximately

At September 30, 2025, the Company has accounts payable and accrued expenses of approximately $ 4,739,000 , a cash overdraft of

approximately $ 27,000 as well as other current liabilities of approximately $ 2,161,000 .

To date, the Company has generated cash

flows from issuances of equity and indebtedness and during the nine months ended September 30, 2025 reported net cash used by operating

activities of approximately $ 1,300,000 .

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

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.

The Company’s unaudited consolidated financial statements have

been prepared in accordance with US GAAP, which assumes that the Company’s management will evaluate whether it will be able to meet

its obligations and continue its operations in the normal course of business.

At March 31, 2026, the Company had cash of approximately

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

and other current assets of approximately $ 74,000 .

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

$ 4,542,000 .

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

The total cash to the Company

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

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.

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

ended March 31, 2026 and projected cash flow forecast for remainder of 2026 and performed an overall analysis of market trends to

determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date

of this Quarterly Report.

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

ATM program and loan proceeds from Ronny Yakov under the loan agreement, the Company believes it has sufficient liquidity in order to

sustain operations for at least the twelve months following the filing of this Quarterly Report.

However, management recognizes that it

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

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 November 30, 2026.

The accompanying unaudited condensed 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 unaudited condensed consolidated 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:

September 30,

Less accumulated amortization

Net mineral rights

Total intangible assets, net

expense for the nine months ended September 30, 2025 and 2024 was $ 0 and

$ 421,307 , respectively.

Amortization expense for the three months ended

September 30, 2025 and 2024 was $ 0 and $ 112,499 , respectively.

Management believes that the Company’s existing

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

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

These financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary

should the Company not continue as a going concern.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

September 30,

Office equipment

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Property and Equipment, net

Depreciation expense for the three and nine months ended September

30, 2025 was $ 120,694 and $ 503,982 , respectively.

Depreciation expense for the three and nine months ended September

30, 2024 was $ 656,017 and $ 2,249,208 , 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.

As of December

31, 2024, the investment in equity securities was $ 0 .

During the three and nine months ended September

30, 2024, the Company recognized an unrealized gain of $0 and $ 274,731 , respectively.

Depreciation expense for the three months ended

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

NOTE 5 – NOTE PAYABLE

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The collateral and interest rate are determined at the time the Company borrows the funds.

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

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.

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until the loan is repaid in full or it matures on March 1, 2025 .

During the three months ended March 31, 2025, the Company made repayments

During the year ended December 31, 2025, the Company made repayments

of $ 38,838 .

During the nine months ended September 30, 2025, the Company issued 124,531 shares of common stock to fully satisfaction

of the outstanding balance and is still pending final approval.

As of September 30, 2025 and December 31, 2024, the note payable balance

was $ 0 and $ 202,939 , respectively.

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

This liability

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

NOTE 6 – STOCK OPTIONS

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Options outstanding December 31, 2025

Options outstanding September 30, 2025

Shares exercisable at September 30, 2025

During the nine months ended September 30, 2025

and 2024 the Company recognized $ 101,625 and $ 372,624 , respectively, in stock-based compensation related to the above-mentioned options.

During the three months ended September 30, 2025 and 2024 the Company recognized $ 33,875 and $ 33,875 , respectively, in stock-based compensation

related to the above-mentioned options.

As of September 30, 2025 there is $ 33,875 of unrecognized expense for the above-mentioned options

is expected to extend for 1.01 years and the weighted average contractual term of the options outstanding and of the option exercisable

were 8.27 years.

Options outstanding March 31, 2026

Shares exercisable at March 31, 2026

During the three months ended March 31, 2026 and

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

As of December

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

The weighted average contractual term of the options outstanding

and of the option exercisable were 7.77 years.

NOTE 7 – WARRANTS

On August 11, 2025, all of the outstanding 189,766

Series A, 32,535 Series B warrants, and 3,500 other warrants expired.

On January 22, 2026, the Company entered into

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

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

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

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

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

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

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

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

exercise price of $ 0.78 , 3.82 %

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

The value of the warrants has been netted

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

On February 18, 2026, the Company entered into

a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant

to which the Company agreed to sell and issue, in a private placement offering, (i) pre-funded warrants to purchase up to 2,857,142 shares

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

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

The Pre-Funded Warrants are immediately exercisable,

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

The Warrants will be exercisable upon

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

exercise price of $ 0.92 per share.

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

deducting placement agent fees and other offering expenses.

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

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

exercise price of $ 0.92 , 3.66 %

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

The value of the warrants has been netted

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

A summary of the status of the Company’s

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

Warrants Exercised — $ —

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

Warrants Expired ( 259,908 ) $ 81.60

Outstanding, September 30, 2025 630,512 $ 62.77 1.06

NOTE 10 – OPERATING LEASES

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, beginning in April 2025, increasing

each year thereafter.

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

Lease expense for the nine months ended September

30, 2025 and 2024, was $ 53,061 and $ 57,051 , respectively.

Lease expense for the three months ended September 30, 2025 and 2024, was $ 19,653

and $ 5,950 , respectively.

The Company has multiple short term rental arrangements that are not captured under ASC 842.

Those payments

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

Balance Sheet Classification September 30,

Operating lease asset Right of use asset $ 108,517

Total lease asset $ 108,517

Operating lease liability – current portion Current operating lease liability $ 44,940

Operating lease liability – noncurrent portion Long-term operating lease liability 63,057

Total lease liability $ 107,997

Lease obligations at September 30, 2025 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

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

Warrants Issued 8,595,236 0.53 4.87

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

NOTE 8 – OPERATING LEASE

On November 13, 2024, eVance entered into a Lease

Agreement (the “Lease”) with Royal Centre Holdings LLC (the “Lessor”) relating to approximately 1,740 square feet

of property located at 11475 Great Oaks Way, Alpharetta, Georgia.

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

December 1, 2024.

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

year thereafter.

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

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

Operating lease expense for the three months ended

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

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

under ASC 842.

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

NOTE 9 – STOCKHOLDERS’ EQUITY

During the three months ended March 31, 2025,

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

On January 22, 2026, the Company entered into

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

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

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

The offering closed on January 26, 2026, generating aggregate

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

The shares were issued pursuant

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

On February 18, 2026, the Company entered into

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

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

purchase price of $ 1.05 per unit.

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

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

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

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

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

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

The shares were valued at $ 0.80 , the closing

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

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

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

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

The shares were valued at $ 0.80 , the closing stock

price on the date of grant.

During the three months ended March 31, 2026,

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

During the three months ended June 30, 2025,

the Company sold 517,969 shares of common stock from its ATM Offering, for total net proceeds of $ 699,873 .

During the nine months ended September 30, 2025,

there was an increase to additional paid in capital for stock option expense of $ 101,625 .

During the nine months ended September 30, 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 , resulting in a loss on

the extinguishment of debt of $ 52,000 .

Refer to Note 13 for shares issued to related

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

Refer to Note 11 for common stock issued to related

NOTE 10 – PREFERRED STOCK

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.

The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series

A Preferred Stock at a stated value (the “Stated Value”) of $ 1,000 per share.

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 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 three and nine months ended September 30, 2025.

On June 2, 2025, the holder of the Series A converted the 1,021 shares 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 .

As of September 30, 2025 and December 31, 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.

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

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

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

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

As of March 31, 2026 and December 31, 2025, there

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

Holders of Series A Preferred Stock are entitled

to the following rights and preferences.

The Series A Preferred Stockholders are entitled

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Dividends accrue

Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board

of Directors of the Company.

Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of

Directors of the Company.

The Series A Preferred Stockholders may convert,

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outstanding obligations regarding such indebtedness.

Each holder of a share of Series A Preferred

Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect

to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock,

Each holder of a share of Series A Preferred Stock

will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to

such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock,

and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled

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NOTE 11 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2025

and 2024, the Company accrued $ 30,630 and $ 93,592 , respectively, for dividends on the Series A preferred stock held by Mr.

June 2, 2025, Mr.

Yakov converted $ 529,000 of the accrual into 529,000 shares of common stock and forgave the remaining $ 45,479 , which

was credited to additional paid in capital.

As of September 30, 2025 and December 31, 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

1 (the “Amendment”) to the Employment Agreement with Mr.

Yakov (the “Yakov Agreement”).

The Amendment corrected

a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance for Mr.

Amendment affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a

per share exercise price equal to One Cent ($ 0.01 ) and expire ten years after the date of grant.

Each Stock Option granted shall become

exercisable as follows:

50 % upon the grant date, then 25 % upon each of the second and third anniversary of the date on which it is granted.

In addition, the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

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

Yakov wherebyYakov Holdings,

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

The Yakov Holdings,

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

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

The interest rate of the Yakov

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

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

on August 12, 2026.

In addition, the Yakov Holdings, LLC Loan is

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

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 nine months ended September 30, 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 .

On June 2, 2025, Mr.

Yakov converted $ 1,772,529 of principal and interest

into 1,772,529 shares of common stock.

As of September 30, 2025 and December 31, 2024, the amount due to Yakov Holdings, LLC is $ 0 and

$ 1,203,960 , respectively.

During the nine months ended September 30, 2025

and 2024, Mr.

Yakov made payments on behalf of the Company in the amount of $ 461,888 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 nine months ended September 30, 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 nine months ended September 30, 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 August 12, 2024, the Company entered into an

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

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

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

The Yakov Holdings, LLC Loan is revolving in nature,

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

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

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

matures on August 12, 2025 .

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

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

of the Company.

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

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

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

On October 14, 2025, the Company’s Board

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

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

The Employment

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

renewals thereafter unless terminated in accordance with its terms.

Pursuant to the Employment Agreement, the Executive

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

The Executive is also eligible

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

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

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

or events, as defined in the Employment Agreement.

The Employment Agreement provides for an equity

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

The Executive is also entitled to participate

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

During the three months ended March 31, 2026,

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

The shares were valued

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

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

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

NOTE 12 – COMMITMENTS AND CONTINGENCIES

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(i) FFS alleges the Company breached the contract by failing to pay the balance of the purchase

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

and warranties and other misrepresentations about the Acquired Merchant Portfolio which ultimately resulted in the termination

of the bank processing agreement by Clear Fork Bank (the “Bank”).

In addition, the Company has filed a lawsuit in the

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

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

cease processing transactions for the merchants underlying the Acquired Merchant Portfolio.

More specifically, the Company has asserted

the following causes of action:

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:

(i) Negligent Supervision against the Bank;

(ii) Fraud against all Defendants;

(iii) Breach of Fiduciary

Duty against the Bank;

(iii) Breach of Fiduciary Duty against

(iv) Negligence against all Defendants;

(v) Common Law Indemnification against the Bank;

(vi) Negligent Misrepresentation

against all Defendants;

(vi) Negligent Misrepresentation against

all Defendants;

and (vii) Vicarious Liability against all Defendants.

The Bank has filed a counterclaim for fees incurred

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

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

The Bank has filed a counterclaim for fees incurred by

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

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

DMINT is currently in a contract dispute with

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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 March 31, 2026 and December 31, 2025.

Legal proceedings regarding this matter began

in 2022 and have continued through 2025.

NOTE 13 – INCOME TAX

The Company accounts for income taxes in accordance

with ASC 740, Income Taxes.

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

rate , adjusted for discrete items occurring during the period.

For the three months ended March 31, 2026 and

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

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

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

The expected tax benefit generated from these losses was fully offset

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

The Company maintains a full valuation allowance

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

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

Management evaluates the realizability

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

and tax-planning strategies.

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

three months ended March 31, 2026.

The Company’s net operating loss carryforwards

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

The Company has not recorded

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

NOTE 14 – SEGMENTS

The Company applies ASC 280, Segment

Reporting , in determining its reportable segments.

The Company applies ASC 280, Segment Reporting ,

in determining its reportable segments.

The Company has two reportable segments:

Bitcoin Mining and Fintech Services.

The guidance requires that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”)

to decide how to allocate resources and for purposes of assessing such segments’ performance.

The Company’s CODM is comprised

of several members of its executive management team who use revenue and expenses of our two reporting 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 as of and for the nine months ended September

The guidance requires

that segment disclosures present the measure(s) used by the Chief Operating Decision Maker (“CODM”) to decide how to allocate

resources and for purposes of assessing such segments’ performance.

The Company’s CODM is comprised of several members of

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

our reportable operating segments.

The following is the balance sheet for the

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

Current Assets:

Accounts receivable, net

Prepaid expenses

Other receivables

3 unchanged sentences

Property and equipment, net

Operating lease right-of-use assets

Other long-term assets

7 unchanged sentences

Related party payable

Operating lease liability – current portion

Note payable – current portion

Due to/from intercompany

2 unchanged sentences

( 18,243,934 )

Long Term Liabilities:

Operating lease liability – net of current portion

Total Liabilities

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Series A Preferred stock

Common stock to be issued

Treasury stock

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( 75,526,440 )

Total stockholders’ equity

Total stockholders’ equity (deficit)

( 21,908,435 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The following tables detail revenue and expenses

for the Company’s reportable segments as of and for the nine months ended September 30, 2025.

The following tables detail revenue and operating

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

Transaction and processing fees

Merchant equipment rental and sales

Revenue, net - bitcoin mining

3 unchanged sentences

Operating expenses:

Processing and servicing costs, excluding merchant portfolio

Amortization expense

Processing and servicing costs

Depreciation expense

5 unchanged sentences

( 1,269,888 )

( 1,661,307 )

( 3,680,214 )

Other income (expense):

Interest expense

Loss on conversion related party

Loss on extinguishment of debt

Other expense

Loss on settlement of accounts payable

Total other income

( 1,077,582 )

The following is the balance sheet for the

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

Current Assets:

Accounts receivable, net

Prepaid expenses

Other receivables

Other current assets

Total Current Assets

Other Assets:

Property and equipment, net

Other long-term assets

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Cash overdraft

Accounts payable

Accrued expenses

Merchant portfolio purchase installment obligation

Related party payable

Note payable – current portion

Due to/from intercompany

( 24,067,037 )

Total Current Liabilities

( 17,058,303 )

Deemed Preferred dividends (related party)

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders’

Total Liabilities

( 17,058,303 )

Stockholders’ Equity:

Series A Preferred stock

Treasury stock

Additional paid-in capital

Accumulated deficit

( 52,849,260 )

( 21,599,598 )

The following tables detail revenue and expenses

for the Company’s reportable segments as of and for the nine months ended September 30, 2024.

For the Nine Months Ended September

( 74,448,858 )

Total stockholders’ equity (deficit)

( 21,599,598 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The following tables detail revenue and operating

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

Transaction and processing fees

5 unchanged sentences

Operating expenses:

Processing and servicing costs, excluding merchant portfolio

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

5 unchanged sentences

Loss from operations

( 3,347,042 )

( 3,785,864 )

( 7,132,906 )

Other income (expense):

Realized gain on sale of bitcoin

Unrealized gain on investment

Interest expense

Total other (expense) income

( 3,392,984 )

( 3,285,904 )

Other expense

Total other income

( 1,088,998 )

Preferred dividends (related parties)

Net Loss Applicable to Common Shareholders

Preferred dividends (related party)

Net Loss Applicable to Common Stockholders’

$ ( 553,499 )

1 unchanged sentence

$ ( 1,119,628 )

NOTE 16 – MERCHANT PORTFOLIO PURCHASE

INSTALLMENT OBLIGATION

NOTE 15 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset

4 unchanged sentences

Company management

has recognized a liability for the $ 2,000,000 contingent payment amount as of September 30, 2025 and December 31, 2024.

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

Legal proceedings

1 unchanged sentence

NOTE 16 – SUBSEQUENT EVENTS

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

has performed an evaluation of subsequent events through, November 14, 2025, the date that the unaudited financial statements were issued

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

On October 27, 2025, the Company filed a Form

S-8 Registration Statement to register up to 2,600,000 shares of our common stock (the “Common Stock”), to be issued under

our Amended and Restated 2020 Share Incentive Plan (the “Plan”) to our employees, directors, consultants and “affiliates”

as such term is defined in Rule 405 under the Securities Act, which shares may include “control securities” as such term is

defined in General Instruction C to Form S-8.

On November 14, 2025, the Company and Mr.

entered into an Amended and Restated Employment Agreement.

The Amended and Restated Employment Agreement replaces all previous employment

agreements and runs through December 31, 2030, with annual renewals, unless ended sooner.

Yakov remains Chairman, President, and CEO,

earning an $ 800,000 salary and $ 400,000 bonus.

There were no material changes to any other terms of the agreement.

In accordance with ASC 855 management has performed

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

material subsequent events to disclose in these financial statements.

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

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

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

What changed 10-Q

Item 1. Financial Statements