What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-18 compared with 2025-11-14 · 183 added, 260 removed, 103 unchanged (81% of the section changed)

Management’s Discussion and

Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

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

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

“should” or other variations or similar words.

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

statements will be achieved.

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

or other variations or similar words.

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

will be achieved.

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

If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly

from management’s expectations.

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

disclosed in our Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission.

or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material

respects from those anticipated in these forward-looking statements.

The Company undertakes no obligation to update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable

securities laws.

If underlying

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

expectations.

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

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

Should one or more of these risks

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

anticipated in these forward-looking statements.

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

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

You are cautioned not to place undue reliance

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

The following discussion and analysis should

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

The following discussion and analysis should be

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

This discussion should not be construed to imply that

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financial and transaction processing services.

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

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

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

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

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

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

businesses in the second half of 2019).

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

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

will be able to do so.

Our business functions

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

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

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

in the second half of 2019).

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

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

We have integrated all the applications for OmniSoft

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

SecurePay.comTM.

In July 2019, we launched

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

This provides the merchant with an automated

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

In July 2019, we launched a new merchant

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

This provides the merchant with an automated approval and ISOs

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

On May 22, 2020, the Company purchased certain

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a wholly owned subsidiary (“OLBit”).

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

related to its emerging money transmission and transactional business.

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

to its emerging money transmission and transactional business.

OLBit was previously in the process of applying for money transmission

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

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

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

DMINT initiated

the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically

configured to mine Bitcoin in Pennsylvania.

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

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

DMINT initiated the first phase of

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

Bitcoin in Pennsylvania.

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

DMint has a data center located

in Selmer, Tennessee.

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

at the Selmer, Tennessee location because of the lower cost of operations in the location.

As of December 31, 2024, DMINT had 1,000 computers

and had 400 computers online and mining for Bitcoin.

At September 30, 2025, DMINT had mined

60.01 Bitcoin.

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

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

On August 16, 2022, DMINT Real Estate Holdings,

(“DREH”), a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial

Park Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000.

DMINT established a Bitcoin mining data center powered

on the local power grid.

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

The Company plans to complete the

buildout of the building to be fully operational with 5,000 machines in 2025 following a spin-off of DMINT into a standalone entity,

which is currently in process and has not yet been consummated.

DMint has a data center located in Selmer, Tennessee.

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

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

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

online and mining for Bitcoin.

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

On October 21, 2024, DMINT filed a Registration

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

and resulting issuance of equity of DMINT to OLB shareholders.

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

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

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

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

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

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

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

has not yet been consummated.

As stated above, we are currently in the process

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

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

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

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

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

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

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

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

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

CrowdPay also generates revenues by providing

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

laundering and know-your-customer compliance.

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

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

CrowdPay also generates revenues by providing ancillary

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

and know-your-customer compliance.

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

On January 3, 2022, the Company entered into

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

On January 3, 2022, the Company entered into a

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

(“Crowd Ignition”) whereby the Company purchased

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The share exchange transaction closed on January 3, 2022.

Prior to the closing of the share exchange

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

Crowd Ignition.

Prior to the closing of the share exchange transaction,

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

Crowd Ignition is a web-based crowdfunding software

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from $1.07 million to $5.0 million.

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

permitted under Regulation CF.

On June 15, 2023, the Company entered into a

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

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

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

under Regulation CF.

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

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

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

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

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

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

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

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.

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

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

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

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

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

On August 14, 2024, the LLC changed

its name to Moola Cloud, LLC.

The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing,

none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities

in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt

to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract

with any merchant in order to provide services to such Merchant in competition with the Company;

or (ii) solicit or interfere with, disrupt

or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a

party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.

On April 26, 2024, the Company filed with the

Delaware Secretary of State a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which

became effective on April 26, 2024 to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the

shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was

approved by the Company’s stockholders at a special meeting on April 26, 2024.

As a result of the Reverse Stock Split, every

ten (10) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common

Stock, without any change in the par value per share.

No fractional shares were issued as a result of the Reverse Stock Split and any

fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue

cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split.

Following the

Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares.

The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with

corresponding adjustments to their exercise prices.

The number of authorized shares of Common Stock under the Certificate of Incorporation

will remain unchanged at 50,000,000 shares.

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

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

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

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

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

provide services to such Merchant in competition with the Company;

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

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

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

Results of Operations

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of The OLB Group, Inc.

and its subsidiaries for the three months ended September 30, 2025 and 2024.

Three Months Ended September 30, 2025

Compared to the Three Months Ended September 30, 2024

For the three months ended September 30, 2025,

we had total revenue of $2,313,194 compared to $3,083,922 of revenue for the three months ended September 30, 2024, a decrease of $770,728

We earned $2,106,362 in transaction and processing fees, $4,551 in merchant equipment rental and sales, $72,197 in other revenue

from monthly recurring subscriptions, $78,814 of revenue from the Cryptocurrency Mining segment and $51,270 of revenue from the sale

of digital products.

For the three months ended September 30, 2024, we earned $2,569,596 in transaction and processing fees, $16,120

in merchant equipment rental and sales, $43,349 in other revenue from monthly recurring subscriptions, $88,078 of revenue from the Cryptocurrency

Mining segment and $366,779 of revenue from the sale of digital products.

We had a decrease in revenue primarily due to a decrease in

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

vendors to replace others that have gone out of business.

For the three months ended September 30, 2025,

we had processing and servicing costs of $2,090,937 compared to $2,604,414 of processing and servicing costs for the three months ended

September 30, 2024, a decrease of $513,477 or 19.7%.

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

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

Three Months Ended March 31, 2026 Compared

to the Three Months Ended March 31, 2025

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

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

In the current

period we earned $1,517,771 in transaction and processing fees, $25,936 in other revenue from monthly recurring subscriptions, $48,220

of revenue from the Cryptocurrency Mining segment and $64,417 of revenue from the sale of digital products.

In the prior period we earned

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

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

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

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

In addition, we

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

For the three months ended March 31, 2026, we

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

31, 2025, a decrease of $327,563 or 18.1%.

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

Amortization expense for the three months ended

September 30, 2025 was $0 compared to $112,499 for the three months ended September 30, 2024, a decrease of $112,499.

We record amortization

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

The decrease in the current period is due to most

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

Depreciation expense for our Bitcoin Mining Segment

was $120,694 for the three months ended September 30, 2025 compared to $656,017, for the three months ended September 30, 2024, a decrease

of $535,323 or 81.6%.

The decrease in the current period is due to assets being impaired in 2024.

Salary and wage expense for the three months

ended September 30, 2025, was $502,504 compared to $604,784 for the three months ended September 30, 2024, a decrease of $102,280 or

The decrease is due to a decrease in headcount.

Professional fees for the three months ended September

30, 2025, were $141,990 compared to $453,672 for the three months ended September 30, 2024, a decrease of $311,682 or 68.7%.

fees consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease in legal fees as the Company’s

legal related activity was much less in the current period.

General and administrative expenses for the three months ended September

30, 2025, was $591,858 compared to $282,794 for the three months ended September 30, 2024, an increase of $309,064 or 109.3%.

was mainly due to an increase of approximately $198,500 in utility expense, $47,800 of computer expenses, $29,400 of equipment expense,

$13,700 of rent expense, $7,200 of travel expense and $9,600 of supplies expense.

For the three months ended September 30, 2025,

we had total other expenses of $40,231 compared to $0 for the three months ended September 30, 2024.

In the current period we incurred

interest expense for related parties of $231 and other expense of $40,000.

Our net loss for the three months ended September

30, 2025, was $1,175,020 compared to $1,630,258 for the three months ended September 30, 2024.

This was a decrease in our net loss of

$455,238 for the reasons discussed above.

Nine Months Ended September 30, 2025

Compared to the Nine Months Ended September 30, 2024

For the nine months ended September 30, 2025,

we had total revenue of $6,901,921 compared to $10,101,258 of revenue for the nine months ended September 30, 2024, a decrease of $3,199,334

We earned $6,260,981 in transaction and processing fees, $21,238 in merchant equipment rental and sales, $215,193 in other

revenue from monthly recurring subscriptions, $224,486 of revenue from the Cryptocurrency Mining segment and $180,023 of revenue from

the sale of digital products.

For the nine months ended September 30, 2024, we earned $7,341,998 in transaction and processing fees,

64,243 in merchant equipment rental and sales, $307,285 in other revenue from monthly recurring subscriptions, $341,972 of revenue from

the Bitcoin Mining segment and $2,045,760 of revenue from the sale of digital products.

We had a decrease in revenue primarily due to

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

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

For the nine months ended September 30, 2025,

we had processing and servicing costs of $5,864,065 compared to $8,330,686 of processing and servicing costs for the nine months ended

September 30, 2024, a decrease of $2,466,621 or 29.6%.

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

Amortization expense for the nine months ended

September 30, 2025 was $0 compared to $421,307 for the nine months ended September 30, 2024, a decrease of $421,307%.

We record amortization

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

The decrease in the current period is due to most

of the assets being fully amortized in 2024.

Depreciation expense for our Bitcoin Mining Segment

was $503,982 for the nine months ended September 30, 2025 compared to $2,249,208, for the nine months ended September 30, 2024, a decrease

of $1,745,226 or 77.6%.

The decrease in the current period is due to assets being impaired in 2024.

Salary and wage expense for the nine months ended

September 30, 2025, was $2,086,474 compared to $2,310,320 for the nine months ended September 30, 2024, a decrease of $223,846 or 9.7%.

In the current period we issued shares of common stock for $450,000 of non-cash bonus expense, which was offset by a decrease in headcount

and a $271,000 decrease for stock-based compensation.

Professional fees for the nine months ended September

30, 2025, were $554,129 compared $1,666,970 for the nine months ended September 30, 2024, a decrease of $1,112,841 or 66.8%.

fees consist mainly of audit and legal fees.

The decrease in the current period is due to a decrease in legal fees as the Company’s

legal related activity was much less in the current period.

General and administrative expenses for the nine

months ended September 30, 2025, was $1,573,485 compared to $2,255,673 for the nine months ended September 30, 2024, a decrease of $682,188

The decrease was mainly due to an approximately $327,000 decrease in Bank Fees and a decrease of $225,000 in insurance expense.

For the nine months ended September 30, 2025,

we had total other expenses of $708,118 compared to total other income of $454,018 for the nine months ended September 30, 2024.

current period we incurred interest expense for related parties of $395,355 and other expense of $85,000.

We also recognized a loss on

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

For the nine months

ended September 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on

the sale of bitcoin, and $45,942 of interest expense.

Our net loss for the nine months ended September

30, 2025, was $4,388,332 compared to $6,678,888 for the nine months ended September 30, 2024.

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

We recorded amortization expense

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

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

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

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

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

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

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

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

In the current period, we

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

Professional fees for the three months ended March

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

Professional fees

consist mainly of audit and legal fees.

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

General and administrative expenses for the three

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

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

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

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

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

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

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

Our net loss for the three months ended March

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

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

$2,290,556 for the reasons discussed above.

In addition, we recognized a $775,000 deemed dividend for preferred

stock and a $30,630 for preferred dividends for a net loss applicable to common shareholders of $5,193,962.

Liquidity and Capital Resources

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Operating Activities

the nine months ended September 30, 2025, we used $1,291,120 of cash in operating activities, which included our net loss of $4,388,332

offset by $1,045,881 of non-cash reconciling items and net changes

in operating assets and liabilities of $2,051,331.

For the nine months ended September 30, 2024,

we used $1,586,886 of cash in operating activities, which included our net loss of $6,678,888 offset by $2,670,515 for amortization and

depreciation expense, $372,624 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes

in operating assets and liabilities of $2,547,162.

Investing Activities

For the nine months ended September 30, 2025,

we had no investing activities.

For the nine months ended September 30, 2024, we received $548,393 from the sale of investment and used

$215,500 to purchase the remaining 19.99% interest in the LLC.

For the three months ended March 31, 2026, we

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

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

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

For the three months ended March 31, 2025, we

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

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

Financing Activities

For the nine months ended September 30, 2025, we received net cash

of $1,267,224 from financing activities as a result of receiving $461,888 from our CEO and $887,786 from the sale of common stock, and

a decrease in our cash overdraft of $4,731.

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

nine months ended September 30, 2024, we received net cash of $1,116,275 in financing activities as a result of receiving $1,191,282 from

our CEO, $42,662 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our

cash overdraft of $30,735.

For the three months ended March 31, 2026, we

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

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

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

and to our CEO of $45,000.

For the three months ended March 31, 2025, we

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

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

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

Liquidity and Capital Resources

At September 30, 2025, the Company had cash of

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

and negative working capital of $3,142,060

On February 16, 2024, the Company entered into

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

equity program.

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

having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as

sales agent (the “ATM Offering”).

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

from the sales of Shares pursuant to the Agreement.

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

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

As of September

30, 2025, the ATM Offering has resulted in proceeds of $2,009,723.

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

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

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

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

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

to the Agreement.

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

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

On August 12, 2024, the Company entered into an

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The interest rate of the Yakov Holdings, LLC Loan is twelve percent

(12%) and it matures on June 18, 2025.

(12%) and it matures on August 12, 2027.

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

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

During the six months ended June 30, 2025, all

amounts owed to Mr.

Yakov were converted into shares of common stock.

During the three months ended September 30, 2025.

the Company an additional $115,815.

The Company has reviewed its cash flow activity

during 2024 and the first nine months ended September 30, 2025 and projected cash flow forecast for the remainder of 2025.

30, 2025, the Company had cash of approximately $3,500, accounts receivable of approximately $47,000, and other assets and receivables

of approximately $840,000.

The Company has performed an overall analysis of market trends to determine whether or not it has sufficient

liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report.

Management believes

that its current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months.

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.

During the three months ending March 31, 2026,

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 January 22, 2026, the Company entered into

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

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

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

The offering closed on January 26, 2026, generating aggregate

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

The shares were issued pursuant

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

On February 18, 2026, the Company entered into

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

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

purchase price of $1.05 per unit.

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

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

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

$2,619,613, after deducting placement agent fees and other offering expenses.

On January 21, 2026, the Company issued 550,000 shares of common stock

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

The shares were valued at $0.80, the closing stock price on the

date of grant, for a total value of $437,325.

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

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

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

The shares were valued at $0.80, the closing stock

price on the date of grant.

Critical Accounting Policies

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What changed 10-Q

Item 2. Management’s Discussion and Analysis