OLB Group (NASDAQ: OLB) Q1 2026 revenue drops 29% as losses continue

Rhea-AI Filing Summary

The OLB Group, Inc. reported lower revenue and a continued net loss for the three months ended March 31, 2026. Revenue was $1.66 million, down from $2.32 million a year earlier, mainly from weaker transaction and processing fees and lower bitcoin mining and subscription revenues.

The company recorded a net loss of $1.08 million, similar to the prior year. Cash increased sharply to about $2.33 million, helped by equity offerings and prefunded warrant sales that brought in over $3.7 million net. Management plans to spin off its DMINT bitcoin mining unit and believes current cash plus expected financings will fund operations for at least 12 months, though additional capital may still be needed.

Positive

• None.

Negative

• Revenue declined materially: Total revenue fell 28.7% year over year to $1.66 million, driven by lower transaction and processing fees, bitcoin mining revenue, and subscription and digital product sales, while the company remained loss-making.
• Ongoing reliance on external financing: Operations are expected to be funded through May 15, 2027 via capital raises, an ATM program, and related-party loans, underscoring dependence on new funding rather than internally generated cash.

Insights

Small-cap equity analyst

Revenue fell sharply while losses persisted, offset by sizable new equity funding.

OLB Group saw quarterly revenue drop to $1.66 million from $2.32 million, driven by lower transaction fees and reduced bitcoin mining and subscription income. Net loss stayed around $1.08 million, but operating cash outflow was larger at $1.34 million.

Liquidity improved because the company raised over $3.7 million through a direct share offering, a PIPE transaction, and prefunded warrants, boosting cash to $2.33 million. This came with significant dilution, as weighted average shares rose to 12.9 million from 2.36 million.

Management highlights plans to spin off DMINT, shifting bitcoin mining capital needs outside the group, and relies on future capital raises, an ATM program, and a related-party loan to support operations through May 15, 2027. Dependence on external financing and a 28.7% revenue decline suggest elevated execution and funding risk despite the near-term liquidity cushion.

Key Figures

Total revenue: $1,656,344 Total revenue prior-year quarter: $2,321,536 Net loss: $1,077,582 +5 more

8 metrics

Total revenue $1,656,344 For the three months ended March 31, 2026

Total revenue prior-year quarter $2,321,536 For the three months ended March 31, 2025

Net loss $1,077,582 For the three months ended March 31, 2026

Cash balance $2,327,723 As of March 31, 2026

Equity and warrant proceeds Over $3,700,000 Capital raised in Q1 2026 via offerings and prefunded warrants

Bitcoin on hand 0.70 bitcoin ($47,891) Carrying value and fair value as of March 31, 2026

Shares outstanding 14,664,930 shares Common stock outstanding as of May 15, 2026

Warrants outstanding 9,191,641 warrants Outstanding as of March 31, 2026, average exercise price $0.93

Key Terms

Full Pay Per Share (FPPS), prefunded warrants, Regulation A, ATM program, +2 more

6 terms

Full Pay Per Share (FPPS) financial

"Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method."

prefunded warrants financial

"pre-funded warrants to purchase up to 2,857,142 shares of the Company’s common stock"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

Regulation A financial

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

Regulation A is a U.S. securities rule that lets smaller or growing companies offer shares to the public with simpler paperwork and lower costs than a full stock market listing, acting as a middle ground between private fundraising and a traditional public offering. For investors it matters because it opens access to early-stage opportunities that would otherwise be private, but these offerings can carry higher risk and different disclosure standards than large, fully listed companies.

ATM program financial

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

An ATM program is a plan or arrangement that allows a company to sell its shares directly to investors over time, often through automated systems like online platforms. It provides a flexible way for companies to raise money gradually without needing a full public offering each time. For investors, it can offer easier access to buying or selling shares and can help companies manage their fundraising more efficiently.

indefinite-lived intangible assets financial

"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."

Indefinite-lived intangible assets are non-physical items such as brand names, trademarks, or perpetual rights that a company expects to keep indefinitely and therefore does not amortize over time. They matter to investors because their value stays on the balance sheet until shown to be impaired, so sudden write-downs can sharply reduce reported earnings and book value; think of them like a family recipe that retains value until someone proves it no longer sells.

merchant portfolio purchase installment obligation financial

"Merchant portfolio purchase installment obligation 2,000,000"

10-Q Quarterly Reports: What Changes Quarter to Quarter →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		13-4188568
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1120 Avenue of the Americas, Fourth Floor,  New York, NY		10036
(Address of principal executive offices)		(Zip Code)

(212) 278-0900

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		OLB		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 15, 2026, there were 14,664,930 shares of the issuer’s common stock outstanding.  

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended March 31, 2026

INDEX

PART I	Financial Information	1
Item 1.	Financial Statements (unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30
Item 4.	Controls and Procedures	30
PART II	Other Information	31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)		3
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited)		5
Notes to the Condensed Consolidated Financial Statements (unaudited)		6

1

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

		March 31, 2026				December 31, 2025
ASSETS		(Unaudited)				(Audited)
Current Assets:
Cash		$	2,327,723			$	15,777
Accounts receivable, net			16,139				17,430
Prepaid expenses			441,016				162,766
Other receivables			876,215				829,215
Other current assets			73,664				25,444
Total Current Assets			3,734,757				1,050,632
Other Assets:
Property and equipment, net			2,721,710				2,725,120
Goodwill			8,139,889				8,139,889
Other long-term assets			380,952				380,952
Total Other Assets			11,242,551				11,245,961
TOTAL ASSETS		$	14,977,308			$	12,296,593
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft		$	27,019			$	27,019
Accounts payable			3,722,811				4,462,250
Accrued expenses			819,488				817,600
Merchant portfolio purchase installment obligation			2,000,000				2,000,000
Related party payable			124,815				167,315
Note payable – current portion			182,684				216,684
Total Current Liabilities			6,876,817				7,690,868
Long Term Liabilities:
Total Liabilities			6,876,817				7,690,868
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued and outstanding			—				—
Series A Preferred stock, $0.01 par value, 10,000 shares authorized, 0 and 0 shares issued and outstanding at 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			1,250				944
Common stock to be issued			130,120				—
Treasury stock, at cost, 12,617 shares at March 31, 2026 and December 31, 2025			(109,988	)			(109,988	)
Additional paid-in capital			83,605,549				79,163,627
Accumulated deficit			(75,526,440	)			(74,448,858	)
Total Stockholders’ Equity			8,100,491				4,605,725
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	14,977,308			$	12,296,593

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended March 31,
		2026				2025
Revenue:
Transaction and processing fees		$	1,517,771			$	2,058,277
Merchant equipment rental and sales			—				12,124
Revenue, net - bitcoin mining			48,220				85,482
Other revenue from monthly recurring subscriptions			25,936				72,637
Digital product revenue			64,417				93,016
Total revenue			1,656,344				2,321,536
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			1,481,251				1,808,814
Amortization expense			—				3,972
Depreciation expense			3,410				258,349
Salaries and wages			669,437				531,356
Professional fees			142,405				77,573
General and administrative expenses			629,729				490,151
Total operating expenses			2,926,232				3,170,215
Loss from operations			(1,269,888	)			(848,679	)
Other income (expense):
Interest expense			(100	)			(225,319	)
Gain on settlement of accounts payable and debt			192,406				—
Other expense			—				(15,000	)
Total other income (expense)			192,306				(240,319	)
Net loss before income taxes			(1,077,582	)			(1,088,998	)
Income tax expense			—				—
Net loss			(1,077,582	)			(1,088,998	)
Preferred dividends (related party)			—				(30,630	)
Net Loss Applicable to Common Stockholders		$	(1,077,582	)		$	(1,119,628	)
Net loss per common share, basic and diluted		$	(0.08	)		$	(0.47	)
Weighted average shares outstanding, basic and diluted			12,890,622				2,360,939

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended March 31, 2026 and 2025

(Unaudited)

		Preferred Stock								Common Stock								Additional Paid				Common Stock To be				Treasury				Accumulated
		Shares				Amount				Shares				Amount				In Capital				Issued				Stock				Deficit				Total
Balance at December 31, 2025			—			$	—				9,438,132			$	944				79,163,627			$	—			$	(109,988	)		$	(74,448,858	)		$	4,605,725
Common stock issued for services – related party			—				—				—				—				—				130,120				—				—				130,120
Common stock issued for accounts payable			—				—				550,000				55				437,270				—				—				—				437,325
Common stock issued for services			—				—				350,000				35				278,215				—				—				—				278,250
Common stock issued for cash			—				—				2,166,666				217				1,096,783				—				—				—				1,097,000
Prefunded warrants sold for cash			—				—								—				2,619,713				—				—				—				2,619,713
Shares returned and cash returned			—				—				(11,627	)			(1	)			9,941				—				—				—				9,940
Net loss			—				—				—				—				—				—								(1,077,582	)			(1,077,582	)
Balance at March 31, 2026			—			$	—				12,493,171			$	1,250			$	83,605,549			$	130,120			$	(109,988	)		$	(75,526,440	)		$	8,100,491

		Preferred Stock								Common Stock								Additional Paid In				Treasury				Accumulated
		Shares				Amount				Shares				Amount				Capital				Stock				Deficit				Total
Balance at December 31, 2024			1,021				10				2,277,313			$	228			$	71,098,571			$	(109,988	)		$	(67,799,807	)		$	3,189,014
Common stock sold for cash			—				—				90,762				9				187,904								—				187,913
Preferred stock dividends-related party			—				—				—				—				(30,630	)			—				—				(30,630	)
Stock-based compensation			—				—				—				—				33,875				—				—				33,875
Net loss			—				—				—				—				—				—				(1,088,998	)			(1,088,998	)
Balance at March 31, 2025			1,021			$	10				2,368,075			$	237			$	71,289,720			$	(109,988	)		$	(68,888,805	)		$	2,291,174

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

The OLB Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		For the Three Months Ended March 31,
		2026				2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,077,582	)		$	(1,088,998	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization			3,410				262,073
Stock based compensation – related party			—				33,875
Common stock issued for services – related party			130,120				—
Gain on settlement of accounts payable and debt			(192,406	)			—
Operating lease expense, net of repayment			—				423
Changes in assets and liabilities:
Accounts receivable			1,291				(27,067	)
Prepaid expenses and other current assets			(95,220	)			(66,958	)
Other long-term assets			—				8,771
Accounts payable			(109,708	)			315,297
Accrued interest – related party			—				225,319
Accrued expenses			1,888				181,423
Net cash used in operating activities			(1,338,207	)			(155,842	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft			—				28,671
Common stock sold for cash			1,097,000				187,913
Advances from related party			2,500				18,881
Repayments to related party			(45,000	)			(38,881	)
Proceeds from the sale of prefunded warrants			2,619,713				—
Returned cash settlement			9,940				—
Repayments on note payable			(34,000	)			(38,838	)
Net cash provided by financing activities			3,650,153				157,746
Net change in cash			2,311,946				1,904
Cash – beginning of period			15,777				27,436
Cash – end of period		$	2,327,723			$	29,340
Cash paid for:
Interest		$	—			$	—
Income taxes		$	—			$	—
Non-cash investing and financing transactions:
Preferred stock dividends		$	—			$	30,630
Common stock issued for prepaid services		$	278,250			$	—
Common stock issued for settlement of accounts payable and debt		$	437,325			$	—

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

The OLB Group, Inc. and Subsidiaries

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(Unaudited)

NOTE 1 – BACKGROUND

Background

The OLB Group, Inc. (“OLB”, the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides services through its wholly-owned subsidiaries and business segments. The Company generates revenue through two business segments: Fintech Services and Bitcoin Mining.

Fintech Services:

The Company provides integrated financial and transaction processing services (“Fintech Services”) to businesses throughout the United States. Through its eVance, Inc. subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions primarily to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. eVance operates as an independent sales organization (“ISO”) generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and as a result, receives additional consideration for this service and risk. The Company’s Securus365, Inc. (“Securus365”) subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. The Company’s eVance Capital, Inc subsidiary provides lending services to merchants processing with eVance, Inc.

CrowdPay.us, Inc. (“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $1,000,000 -$50,000,000 of various types of securities under Regulation D, Regulation Crowdfunding, Regulation A and the Securities Act of 1933. To date, the activities of this subsidiary have been nominal.

OmniSoft, Inc. (“OmniSoft”) operates a software platform for small merchants. The Omnicommerce applications work on an iPad, mobile device and the web and allow customers to sell a store’s products in a physical, retail setting. To date, the activities of this subsidiary have been nominal when compared to the overall business.

On May 14, 2021, the Company formed its wholly owned subsidiary, OLBit, Inc. (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging lending and transactional business leveraging the Company’s Bitcoin Business and Fintech Services business. To date, the activities of this subsidiary have been nominal.

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.

6

Bitcoin Mining Business:

On July 23, 2021, the Company formed its wholly owned subsidiary, DMINT, Inc., (“DMINT”). The purpose of DMINT is to operate its business related to Bitcoin mining (“Bitcoin Business”).

On June 24, 2022 the Company formed DMINT Real Estate Holdings, Inc., a wholly-owned subsidiary of DMINT. The purpose of DMINT Real Estate Holdings, Inc is to buy and hold real estate related to DMINT. Currently, its only asset is the building and property located in Selmer, Tennessee where all of the mining computers are located.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the 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 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability of those assets, impairment in fair value of goodwill, valuation allowances for income taxes and stock-based compensation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance Inc, eVance Capital Inc, Securus365, Inc., CrowdPay.us, Inc., OmniSoft, Inc., OLBit, Inc., DMINT, Inc., and DMINT Real Estate Holdings. The Company owns 100% of Cuentas SDI, LLC, which has been included in the consolidated financial statements.

All significant intercompany transactions and balances have been eliminated.

Fair Value of Financial Instruments

The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.

The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts receivable, prepaid expenses, other receivables, other current assets, accounts payable, accrued expenses, related party payable and note payable, approximate their fair values because of the short maturity of these instruments. The fair value of options and warrants is estimated using the Black-Scholes option pricing model or other appropriate valuation techniques. Key assumptions include expected volatility, risk-free interest rate, expected term, and dividend yield. These inputs are based on observable market data where available (Level 2) or, when necessary, management’s estimates (Level 3). Fair value measurements are reassessed at each reporting date, and any changes are reflected in the financial statements.

7

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.

● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

● Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants’ assumptions that are reasonably available.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is deposited with major financial institutions. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). As of 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 limit.

Operating Segments

Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), or decision maker group, in deciding how to allocate resources to an individual segment and in assessing performance. Our chief operating decision–making group is composed of the Chief Executive Officer and Vice President. The Company has two operating segments as of 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) of ASC Topic 718, “Compensation – Stock Compensation” (“Topic 718”), which establishes that equity-based payments to employees and non-employees are recorded at the grant date the fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in Topic 718.

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive potentially outstanding shares of common stock during the period. The weighted average number of common shares for the 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 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.

8

Bitcoin

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”. 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.

Property and Equipment

Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Depreciation is calculated once the asset has been received and is ready for its intended use, using half of the monthly depreciation in the first month and half of the monthly depreciation in the last month. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included in the statement of operations. Expenditures for repairs and maintenance are expensed as incurred.

The Company capitalizes all capital assets utilizing the following criteria:

● All land acquisitions;.

● All buildings/facilities acquisitions and new construction;

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

● Land improvement and infrastructure projects costing more than $100,000,

● Equipment costing more than $3,000 with a useful life beyond a single reporting period (generally one year);

● Computer equipment costing more than $5,000; and

● Construction in Progress (CIP) for capital projects with a budget in excess of $100,000

The estimated useful lives for all the Company’s property and equipment are as follows:

Item		Useful Life
Computer equipment		3 years
Software		10 years
Office furniture		5 Years
Buildings and improvements		30 years

Intangible Assets

The Company accounts for its intangible assets in accordance with FASB ASC Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

9

Impairment of Long-Lived Assets

In accordance with ASC 360-10, Impairment Testing of Long-Lived Assets Held and Used, the Company periodically reviews the carrying value of its long-lived assets held and used at least annually or when events and circumstances warrant such a review. If significant events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable, the Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows. Cash flow projections are sometimes based on a group of assets, rather than a single asset. If cash flows cannot be separately and independently identified for a single asset, the Company determines whether impairment has occurred for the group of assets for which it can identify the projected cash flows. If the carrying values are in excess of undiscounted expected future cash flows, it measures any impairment by comparing the fair value of the asset group to its carrying value. If the fair value of an asset or asset group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference is recorded.

Goodwill

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations, where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

The Company tests for indefinite-lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. The goodwill is related to the Fintech reporting unit of OLB Group, Inc. All of its subsidiaries except DMint, Inc. are included in the Fintech Reporting Unit. DMint is a separate reporting unit and is engaged in Bitcoin mining activities. In accordance with ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company performed a quantitative assessment of goodwill and determined there was no impairment at December 31, 2025. 

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

Acquisition of assets from Excel Corporation and its subsidiaries on April 9, 2018		$	6,858,216
Acquisition of 80.01% interest of Cuentas SDI, LLC on June 15, 2023			1,281,673
Goodwill balance as of March 31, 2026		$	8,139,889

Accounts Receivable

Accounts receivable represents contractual residual payments due from the Company’s processing partners or other customers. Residual payments are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners pay the Company. Based on collection experience and periodic reviews of outstanding receivables, we have recorded an allowance balance of $207,850 and $207,850 as of March 31, 2026 and December 31, 2025, respectively. This balance represents an amount related to the ongoing lawsuit with FFS. 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. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction. The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly. During the three 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.

10

Revenue Recognition

The following table presents the Company’s revenue disaggregated by revenue source:

		For the Three Months Ended March 31,
		2026				2025
Transaction and processing fees		$	1,517,771			$	2,058,277
Merchant equipment rental and sales			—				12,124
Revenue, net - bitcoin mining			48,220				85,482
Other revenue from monthly recurring subscriptions			25,936				72,637
Digital product revenue			64,417				93,016
Total revenue		$	1,656,344			$	2,321,536

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

● Identification of a contract with a customer;

	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Transaction and processing fees

Fees for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis. The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions. Fees are calculated on either a percentage of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction. These merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete satisfaction of the performance obligation. The Company recognizes revenue on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the best measure of the transfer of control.

11

In wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant services. The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant losses. The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company. As the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees within cost of revenues.

In retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant. As such, the Company records the net amount it receives from the processor, after interchange and other processing fees, as revenue.

Merchant equipment rental and sales

The Company generates revenue through the sale and rental of merchant equipment. Revenue is recognized when billed. The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes revenue at a point in time. The Company allows for customer returns which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized. The Company invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing. The Company offers hardware installment sales to customers with terms ranging from three to forty-eight months. The Company allocates a portion of the consideration received from these arrangements to a financing component when it determines that a significant financing component exists. The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement with the customer. Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware installment sales that have a term of one year or less.

Monthly recurring subscriptions

The Company generates recurring revenue through monthly subscriptions for software services.  This service is provided based on an agreement with the customer regarding software services.  Performance obligations are promises in a contract to a customer.  In the subscription model, each billing period represents a performance obligation.  The transaction price is the amount of consideration the Company expects to receive in exchange for transferring goods or services.  For recurring revenue, this is the subscription fee.  The Company allocates to the performance obligation based on the selling price for the subscription. If the criteria for recognizing revenue over time are met, revenue is recognized over the period of performance.  For subscription and recurring fee, this means recognizing revenue each billing period.

Cryptocurrency mining:

The Company entered into contracts with digital asset mining pool operators to provide the service of performing hash computations for the mining pool operator. The contracts are continuously renewable and are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of Bitcoin. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Hashrate is the measure of the computational power per second used when mining.

Providing computing power in Bitcoin transaction verification services is an output of the Company’s ordinary activities. The provision of computing power is the only performance obligation in the Company’s contracts with third party pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the Company successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions.

12

The Company earns Bitcoin during the time period 00:00:00 UTC and 23:59:59 UTC (“24-hour Period”) unless terminated in accordance with the terms set forth by the terms of service. In exchange for performing hash computations for the mining pool. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

The fair value of the Bitcoin award received is determined using the intraday average quoted price of the Bitcoin over the 24-Hour Period. The Company’s Bitcoin earned are actively traded on the major trading platforms. The Company considers Coinbase to be its primary market. The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated, over the 24-Hour Period, in a sub-balance account held by the mining pool operator, which is finalized one hour later at 1AM UTC. The sub-balance account is then withdrawn to the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time (the “Settlement”). The rate of payment occurs once per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub- account balance, in accordance with the mining pool operator’s terms of service. At the time of Settlement, the Company values the amount of Bitcoin earned using the average price of Bitcoin, per Coinbase, over the 24-hour Period and records this amount as revenue. By utilizing the average daily price of bitcoin over the time earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract.

Pursuant to ASC 606-10-55-42, Revenue from Contracts with Customers, the Company assessed if the customer’s option to renew represented a material right that represents a separate performance obligation and noted the renewal is not a material right. The definition of a material right is a promise in a contract to provide goods or services to a customer at a price that is significantly lower than the stand-alone selling price of the good or service. The mining pool operator does not provide any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under 606-10-55-42. In addition, there are no options for renewal that are separately identifiable from other promises in the contract, such as an ability to extend the contract at a reduced price.

The performance obligation of the Bitcoin miner under the mining contracts with Foundry Pool USA involves the service of performing hash computations to facilitate the verification of digital asset transactions. The Company’s miners contribute computing power (i.e., hashrate) that perform hash calculations to the mining pool operator, engaging in the process of validating and securing transactions through the generation of Bitcoin hashes. The mining pool then utilizes a specific mining algorithm (e.g. SHA-256) to submit shares (proof of work) to the mining pool’s server as they contribute to solving the Bitcoin puzzles required to mine a block. The Company reviews and analyzes its individual pool performance using a dashboard provided by Foundry Pool USA that includes real-time statistics on hashrate, shares submitted and earnings. The service of performing hash computations in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing these services is the only performance obligation in the Company’s contracts with mining pool operators. The Company performs hash computations for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool finds a block.

Regardless of the pool’s success, the Company will receive consistent rewards based on the number of valid shares it contributes. The transaction consideration the Company receives is non-cash consideration, in the form of bitcoin. The Company measures the bitcoin at fair value on the date earned using the average price (calculated by averaging the daily open price and the daily close price) quoted by its Principal Market at the date the Company completed the service of performing hash computations for the mining pool operator. There are no deferred revenues or other liability obligations recorded by the Company since there are no payments in advance of performance. At the end of each 24 hour period (00:00:00 UTC and 23:59:59 UTC), there are no remaining performance obligations. By utilizing the average daily price of bitcoin on the date earned, the Company eliminates any differences that may arise due to the volatility in trading price between bitcoin and fiat currency during the period where the Company establishes and completes the contract. The consideration is all variable. There is no significant financing component in these transactions.

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.

13

Digital product revenue

The Company generates revenue through electronic distribution and sale of digital products that range from prepaid wireless SIM activation, international mobile recharge services and international long distance phone service.  The Company generally obtains payment upfront and its performance obligation is to provide products and/or calling services. When products are provided at the point of sale, revenue is recognized immediately and at the time of payment. When a customer purchases a prepaid telecom product, such as a prepaid mobile phone plan, the revenue is initially recorded as a customer deposit and revenue is recognized over the relevant performance period as customers utilize the prepaid telecom services.  As of March 31, 2026 and December 31, 2025, customer deposits were $0.

Leases

The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the term of such lease is assessed based on the date on which the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain of not exercising, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.

For leases with a term exceeding 12 months, an operating lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of its fixed minimum payment obligations over the lease term. A corresponding operating lease right-of-use asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in its leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment of the associated lease.

For the Company’s operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For leases with a term of 12 months or less, lease payments are recognized as paid and are not recognized on the Company’s consolidated balance sheet as an accounting policy election. Leases qualifying for the short-term lease exception were insignificant. Variable lease costs are recognized as incurred and primarily consist of common area maintenance and utility charges not included in the measurement of right of use assets and operating lease liabilities.

Income Taxes

The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable.

14

Recent Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)” which requires that at each interim and annual reporting period an entity:

1. 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.

2. 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.

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

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

These amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027: either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company expects to enhance disclosures of expenses based on new requirements.

In November 2024, the FASB also issued Accounting Standards Update 2024-04 “Debt - Debt with Conversion and Other Options (Subtopic 470-20) “Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may have on it consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position, results of operations or cash flows.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

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 spinning off DMINT into a stand-alone entity. It is expected that the spin-off will occur during the next twelve months. As a result, the capital required to operate the Bitcoin Mining Segment will no longer be incurred by the Company. Further, DMINT, as a stand-alone entity, will look to raise capital following the spin-off through either an issuance of DMINT equity or loans against the DMINT assets, which include the property in Selmer, Tennessee and the Bitcoin mining computers.

15

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. 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:

		March 31, 2026				December 31, 2025
Office equipment		$	186,600			$	186,600
Computer software			141,337				141,337
Bitcoin mining equipment			8,425,000				8,425,000
Building			409,296				409,296
Construction in process			2,361,870				2,361,870
Total			11,524,103				11,524,103
Less accumulated depreciation			(8,802,393	)			(8,798,983	)
Property and Equipment, net		$	2,721,710			$	2,725,120

Depreciation expense for the three months ended March 31, 2026 and 2025 was $3,410 and $258,349, respectively.

NOTE 5 – NOTE PAYABLE

On November 29, 2021, the Company entered into a Master Equipment Finance Agreement (the “MFA”) with VFS LLC (“VFS”) which would allow the Company to finance the purchase of certain equipment. The collateral and interest rate are determined at the time the Company borrows the funds. During the year ended December 31, 2022, the Company received, as an initial draw on the MFA, $875,000 from VFS (the “Equipment Loan”). The Equipment Loan is secured by bitcoin mining computers being utilized by DMINT. The Equipment Loan requires monthly payments of $24,838 until the loan is repaid in full or it matures on March 1, 2025. During the year ended December 31, 2025, the Company made repayments of $38,838. As of 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

A summary of the status of the Company’s outstanding stock options and changes is presented below:

Stock Options		Options				Weighted Average Exercise Price				Aggregate Intrinsic Value
Options outstanding December 31, 2024			20,000			$	0.10			$	39,400
Granted			—
Exercised			—
Expired			—
Options outstanding December 31, 2025			20,000			$	0.10			$	10,388
Granted			—
Exercised			—
Expired			—
Options outstanding March 31, 2026			20,000			$	0.10			$	7,920
Shares exercisable at March 31, 2026			20,000			$	0.10			$	7,920

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. 

16

NOTE 7 – WARRANTS

On January 22, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 2,166,666 shares of the Company’s common stock, and, in a concurrent private placement, warrants to purchase up to an aggregate of 2,166,666 shares of Common Stock, at a combined purchase price per share and accompanying warrant of $0.60. The Warrants will be exercisable on the six-month anniversary of issuance, will expire five years following the date of issuance, and have an exercise price of $0.78 per share.

The aggregate fair value of the 2,166,666 warrants totaled $549,358 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.78, 3.82% risk free rate, 110.63% volatility and expected life of the warrants of 5 years. The value of the warrants has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

On February 18, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue, in a private placement offering, (i) pre-funded warrants to purchase up to 2,857,142 shares of the Company’s common stock and (ii) common warrants to purchase up to 3,571,428 shares of Common Stock, at a combined purchase price per Pre-Funded Warrant and accompanying Warrants of $1.05.

The 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 outstanding warrants and changes during the periods is presented below:

		Number of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contract Term
Outstanding, December 31, 2024			856,313			$	68.33				1.49
Warrants Expired			(259,908	)		$	81.60
Outstanding, December 31, 2025			596,405			$	62.43				0.81
Warrants Issued			8,595,236				0.53				4.87
Outstanding, March 31, 2026			9,191,641			$	0.93				4.79

17

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

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, 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 parties.

NOTE 10 – PREFERRED STOCK

On August 7, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware. The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated value (the “Stated Value”) of $1,000 per share. 

As of 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.

18

Dividends

The Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12% per annum. Dividends accrue quarterly. Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors of the Company.

Conversion

The Series A Preferred Stockholders may convert, at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion price. The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be subject to adjustment for splits and the like. The holders of Series A Preferred Stock will only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there are no further outstanding obligations regarding such indebtedness.

Voting

Each holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote. Fractional votes shall not be permitted, and such shares shall be rounded up.

Liquidation Preference

Each share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon. In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference.

NOTE 11 – RELATED PARTY TRANSACTIONS

On August 12, 2024, the Company entered into an agreement with Yakov Holdings, LLC, an entity controlled by Mr. Yakov whereby Yakov Holdings, LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”). The Yakov Holdings, LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov Holdings, LLC Loan is 12% and it matures on August 12, 2025. On August 12, 2025, Yakov Holdings, LLC agreed to extend the note to mature on August 12, 2027.  In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets of the Company. During the 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.

19

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%. In 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

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

On November 24, 2021, the Company entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021, with FFS Data Corporation (“FFS”) whereby the Company acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement. However, the Company is engaged in ongoing litigation with FFS in the Supreme Court of the State of New York, New York County relating to the Acquired Merchant Portfolio wherein: (i) FFS alleges the Company breached the contract by failing to pay the balance of the purchase price; and (ii) the Company seeks to recover the purchase price along with damages arising from FFS’ breach of representations and warranties and other misrepresentations  about the Acquired Merchant Portfolio which ultimately resulted in the termination of the bank processing agreement by Clear Fork Bank (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; (iv) Negligence against all Defendants; (v) Common Law Indemnification against the Bank; (vi) Negligent Misrepresentation against all Defendants; and (vii) Vicarious Liability against all Defendants.  The Bank has filed a counterclaim for fees incurred by it in connection with the transactions processed since the acquisition of the Acquired Merchant Portfolio by the Company. The actions are currently in discovery and trial dates have not been set.  

DMINT is currently in a contract dispute with a contractor. The Company has paid $100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability of approximately $444,000. The Company has recorded just over $315,000 in accounts payable related to the matter. The matter continues to be in discovery; however, the parties continue to discuss settlement. The parties are working on a payment schedule but have been unable to agree on terms to date.

Company management has recognized a liability for the $2,000,000 contingent payment amount as of 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.

20

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 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 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.

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
ASSETS
Current Assets:
Cash		$	2,309,764			$	17,959			$	2,327,723
Accounts receivable, net			16,139				—				16,139
Prepaid expenses			441,016				—				441,016
Other receivables			477,232				398,983				876,215
Other current assets			—				73,664				73,664
Total Current Assets			3,244,151				490,606				3,734,757
Other Assets:
Property and equipment, net			—				2,721,710				2,721,710
Goodwill			8,139,889				—				8,139,889
Other long-term assets			380,952				—				380,952
Total Other Assets			8,520,841				2,721,710				11,242,551
TOTAL ASSETS		$	11,764,992			$	3,212,316			$	14,977,308
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft		$	27,019			$	—			$	27,019
Accounts payable			3,000,582				722,229				3,722,811
Accrued expenses			791,113				28,375				819,488
Merchant portfolio purchase installment obligation			2,000,000				—				2,000,000
Related party payable			124,815				—				124,815
Note payable – current portion			182,684				—				182,684
Due to/from intercompany			(24,370,147	)			24,370,147				—
Total Current Liabilities			(18,243,934	)			25,120,751				6,876,817
Total Liabilities			(18,243,934	)			25,120,751				6,876,817
Stockholders’ Equity:
Series A Preferred stock			—				—				—
Common stock			1,250				—				1,250
Common stock to be issued			130,120				—				130,120
Treasury stock			(109,988	)			—				(109,988	)
Additional paid-in capital			83,605,449				100				83,605,549
Accumulated deficit			(53,617,905	)			(21,908,535	)			(75,526,440	)
Total stockholders’ equity (deficit)			30,008,926				(21,908,435	)			8,100,491
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	11,764,992			$	3,212,316			$	14,977,308

21

The following tables detail revenue and operating expenses for the Company’s reportable segments for the three months ended March 31, 2026.

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
Revenue:
Transaction and processing fees		$	1,517,771			$	—			$	1,517,771
Revenue, net - bitcoin mining			—				48,220				48,220
Other revenue from monthly recurring subscriptions			21,391				4,545				25,936
Digital product revenue			64,417				—				64,417
Total revenue			1,603,579				52,765				1,656,344
Operating expenses:
Processing and servicing costs			1,481,251				—				1,481,251
Depreciation expense			—				3,410				3,410
Salaries and wages			516,278				153,159				669,437
Professional fees			111,336				31,069				142,405
General and administrative expenses			455,665				174,064				629,729
Total operating expenses			2,564,530				361,702				2,926,232
Loss from operations			(960,951	)			(308,937	)			(1,269,888	)
Other income (expense):
Interest expense			(100	)			—				(100	)
Loss on settlement of accounts payable			192,406				—				192,406
Total other income			192,306				—				192,306
Net loss			(768,645	)			(308,937	)			(1,077,582	)

22

The following is the balance sheet for the Company’s reportable segments for the year ended December 31, 2025.

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
ASSETS
Current Assets:
Cash		$	15,751			$	26			$	15,777
Accounts receivable, net			17,430				—				17,430
Prepaid expenses			162,766				—				162,766
Other receivables			430,232				398,983				829,215
Other current assets			—				25,444				25,444
Total Current Assets			626,179				424,453				1,050,632
Other Assets:
Property and equipment, net			—				2,725,120				2,725,120
Goodwill			8,139,889				—				8,139,889
Other long-term assets			380,952				—				380,952
Total Other Assets			8,520,841				2,725,120				11,245,961
TOTAL ASSETS		$	9,147,020			$	3,149,573			$	12,296,593
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Cash overdraft		$	27,019			$	—			$	27,019
Accounts payable			3,780,116				682,134				4,462,250
Accrued expenses			817,600				—				817,600
Merchant portfolio purchase installment obligation			2,000,000				—				2,000,000
Related party payable			167,315				—				167,315
Note payable – current portion			216,684				—				216,684
Due to/from intercompany			(24,067,037	)			24,067,037				—
Total Current Liabilities			(17,058,303	)			24,749,171				7,690,868
Total Liabilities			(17,058,303	)			24,749,171				7,690,868
Stockholders’ Equity:
Series A Preferred stock			—				—				—
Common stock			944				—				944
Treasury stock			(109,988	)			—				(109,988	)
Additional paid-in capital			79,163,627				—				79,163,627
Accumulated deficit			(52,849,260	)			(21,599,598	)			(74,448,858	)
Total stockholders’ equity (deficit)			26,205,323				(21,599,598	)			4,605,725
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	9,147,020			$	3,149,573			$	12,296,593

23

The following tables detail revenue and operating expenses for the Company’s reportable segments for the three months ended March 31, 2025.

		Fintech Segment				Bitcoin Mining Segment				Consolidated Total
Revenue:
Transaction and processing fees		$	2,058,277			$	—			$	2,058,277
Merchant equipment rental and sales			12,124				—				12,124
Revenue, net - bitcoin mining			—				85,482				85,482
Other revenue from monthly recurring subscriptions			72,637				—				72,637
Digital product revenue			93,016				—				93,016
Total revenue			2,236,054				85,482				2,321,536
Operating expenses:
Processing and servicing costs, excluding merchant portfolio amortization			1,808,814				—				1,808,814
Amortization expense			3,972				—				3,972
Depreciation expense			—				258,349				258,349
Salaries and wages			255,666				275,690				531,356
Professional fees			69,793				7,780				77,573
General and administrative expenses			380,359				109,792				490,151
Total operating expenses			2,518,604				651,611				3,170,215
Loss from operations			(282,550	)			(566,129	)			(848,679	)
Other income (expense):
Interest expense			(225,319	)			—				(225,319	)
Other expense			(15,000	)			—				(15,000	)
Total other income			(240,319	)			—				(240,319	)
Net loss			(522,869	)			(566,129	)			(1,088,998	)
Preferred dividends (related party)			(30,630	)			—				(30,630	)
Net Loss Applicable to Common Stockholders’		$	(553,499	)		$	(566,129	)		$	(1,119,628	)

NOTE 15 – MERCHANT PORTFOLIO PURCHASE INSTALLMENT OBLIGATION

On November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby we acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement. Company management has recognized a liability for the $2,000,000 contingent payment amount as of March 31, 2026 and December 31, 2025. Legal proceedings regarding this matter began in 2022 and have continued through 2026, see Note 12.

NOTE 16 – SUBSEQUENT EVENTS

In accordance with ASC 855 management has performed an evaluation of subsequent events through the date that the 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.

24

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

Overview

We are a FinTech company that focuses on a suite of products in the merchant services marketplace that seeks to provide integrated business solutions to merchants throughout the United States. We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including financial and transaction processing services. We also have products that provide support for crowdfunding and other capital-raising initiatives. We supplement our online platforms with certain hardware solutions that are integrated with our online platforms. Our business functions primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc., a Delaware corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”), though substantially all of our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019). We expect to build out our OmniSoft software business and to rely more on individualized merchant services offerings for revenue so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.

We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM.. In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system.

On May 22, 2020, the Company purchased certain assets from POSaBIT Inc. (“POSaBIT”), including its contracts and arrangements with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”). The assets included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

25

On May 14, 2021, the Company formed OLBit, Inc., a wholly owned subsidiary (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging money transmission and transactional business. OLBit was previously in the process of applying for money transmission licenses in all 50 states. In June 2023, it was decided to delay the process of applying for such licenses in order to have a greater focus of financial and management resources on the Company’s payment processing business and Bitcoin mining business.

On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry, specifically the mining of Bitcoin. DMINT initiated the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania. As of December 31, 2022, DMINT had purchased 1,000 computers. 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. (“DREH”), a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial Park Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000. DMINT established a Bitcoin mining data center powered on the local power grid. The location is expected to have capacity for up to 5,000 mining machines. The Company plans to complete the buildout of the building to be fully operational with 5,000 machines in 2027 following a spin-off of DMINT into a standalone entity, which is currently in process and has not yet been consummated.

As stated above, we are currently in the process of spinning off DMINT into a stand-alone entity. Our planned DMINT spin-off distribution (the “Spin-Off Distribution”) will occur upon DMINT’s Form S-1 Registration Statement filing being declared effective by the Securities and Exchange Commission, and the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s common shares on the NASDAQ. Following the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will no longer be a wholly owned subsidiary of the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares of common stock will be owned by the existing stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc. (“DREH”) will remain a wholly owned subsidiary of DMINT

CrowdPay.us™ operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website. Our CrowdPay platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b) and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant to Regulation A+ of the Securities Act. Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (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 is not a registered funding portal or a registered broker-dealer.

On January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc. (“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “CI Issued Shares”). The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. 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.

26

Crowd Ignition is a web-based crowdfunding software system. The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments and issue securities. The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million. Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted under Regulation CF.

On June 15, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (formerly Cuentas SDI, LLC, the “LLC”). The LLC will enable the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to their customers’ Mobile App and digital wallet into its electronic portal. The Company plans to market to the LLC’s merchant network, which currently has approximately 31,600 locations in the United States, the ability of having one POS system that will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment cards and their mobile phone minutes. On May 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) dated as of May 20, 2024 with the minority member of the LLC whereby it acquired the remaining 19.99% of the membership interests of the LLC for a purchase price of $215,500. As a result, effective May 20, 2024, the Company owns 100% of the LLC. On August 14, 2024, the LLC changed its name to Moola Cloud, LLC. The Agreement contains a restrictive covenant whereby for a period of three (3) years from the closing, none of Seller, including its any of its principals, executives, officers, directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business relationship with the Company.

Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations of The OLB Group, Inc. and its subsidiaries for the three months ended March 31, 2026.

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

For the three months ended March 31, 2026, we had total revenue of $1,656,344 compared to $2,321,536 of revenue for the three months ended March 31, 2025, a decrease of $665,192 or 28.7%. 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. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business. In addition, we had a decrease of revenue from the Cryptocurrency Mining, due to the decline in the value of Bitcoin.

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 attrition.

27

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

Liquidity and Capital Resources

Changes in Cash Flows

Operating Activities

For the three months ended March 31, 2026, we used $1,338,207 of cash in operating activities, which included our net loss of $1,077,582 offset by non-cash reconciling items of $3,410 prepaid, $130,120 stock compensation expense for shares issued and a $192,406 gain on the settlement of accounts payable and debt. There were net changes in operating assets and liabilities of $201,749.

For the three months ended March 31, 2025, we used $155,842 of cash in operating activities, which included our net loss of $1,088,998 offset by $262,073 for amortization and depreciation expense, $423 for lease expense, $33,875 for stock based compensation expense and net changes in operating assets and liabilities of $636,785.

28

Financing Activities

For the three months ended March 31, 2026, we received net cash of $3,650,153 in financing activities as a result of receiving $2,500 from our CEO, $1,097,000 from the sale of common stock, $2,619,713 from the sale of prefunded warrants and contributed capital of $9,940. We made repayments on our note payable of $34,000 and to our CEO of $45,000.

For the three months ended March 31, 2025, we received net cash of $157,746 in financing activities as a result of receiving $18,881 from our CEO and $187,913 from the sale of common stock, and an increase in our cash overdraft of $28,671. We made repayments on our note payable of $38,838 and to our CEO of $38,881.

Liquidity and Capital Resources

At March 31, 2026, the Company had cash of $2,327,723 and negative working capital of $3,142,060

On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. 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 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 agreement with Yakov Holdings, LLC, an entity controlled by Mr. Yakov whereby the Yakov Holdings, LLC committed to loan to the Company up to Five Million Dollars ($5,000,000) (the “Yakov Holdings, LLC Loan”). The Yakov Holdings, LLC Loan is revolving in nature, allowing the Company to borrow, repay, and re-borrow amounts under the terms and conditions set forth herein, provided that the total outstanding amount shall not exceed Five Million Dollars ($5,000,000). The interest rate of the Yakov Holdings, LLC Loan is twelve percent (12%) and it matures on August 12, 2027. In addition, the Yakov Holdings, LLC Loan is secured by a first priority security interest for the benefit of Yakov Holdings, LLC over all of the assets of the Company.

During the three months ending March 31, 2026, 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 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.

29

On January 21, 2026, the Company issued 550,000 shares of common stock for payment of various accounts payable totaling approximately $518,731. The shares were valued at $0.80, the closing stock price on the date of grant, for a total value of $437,325. The Company recorded a gain on the extinguishment of debt of $81,406.

On January 21, 2026, the Company issued 350,000 shares of common stock for prepaid legal services totaling approximately $278,250. The shares were valued at $0.80, the closing stock price on the date of grant.

Critical Accounting Policies

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

During the quarter ended March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2026, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.

30

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is engaged ongoing litigation with FFS Data Corporation (“FFS”) relating to a breach of contract in connection with the Acquired Merchant Portfolio whereby the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio and FFS is claiming to be paid the full purchase price of the Acquired Merchant Portfolio. In addition, in connection with the litigation with FFS, the Company has also made a claim against Clear Fork Bank (the “Bank”), the payment processing bank for the Acquired Merchant Portfolio, for damages the Company suffered as a result of it having to cease processing transactions for the merchants underlying the Acquired Merchant Portfolio. 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. However, the damages claimed have been materially reduced over time due to account balancing which was not completed at the time of the counterclaim.

DMINT is currently in a contract dispute with a contractor. The Company has paid $100,000 to the contractor for work completed and materials provided and returned materials to offset the potential liability of approximately $444,000. The Company has recorded just over $315,000 in accounts payable related to the matter. The matter continues to be in discovery; however, the parties continue to discuss settlement. The parties are working on a payment schedule but have been unable to agree on terms to date.

Other than discussed above, there are no material claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

31

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
32		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
10.1		Amendment No. 3 to Employment Agreement dated May 15, 2026 by and between the Company and Ronny Yakov*
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2026	By:	/s/ Ronny Yakov
	Name:	Ronny Yakov
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: May 15, 2026	By:	/s/ Rachel Boulds
	Name:	Rachel Boulds
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

33

DE http://fasb.org/us-gaap/2026#IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate http://fasb.org/us-gaap/2026#IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate http://fasb.org/srt/2026#ChiefOperatingOfficerMember 0001314196 false Q1 --12-31 0001314196 2026-01-01 2026-03-31 0001314196 2026-05-15 0001314196 2026-03-31 0001314196 2025-12-31 0001314196 us-gaap:RelatedPartyMember 2026-03-31 0001314196 us-gaap:RelatedPartyMember 2025-12-31 0001314196 us-gaap:SeriesAPreferredStockMember 2026-03-31 0001314196 us-gaap:SeriesAPreferredStockMember 2025-12-31 0001314196 olb:TransactionAndProcessingFeesMember 2026-01-01 2026-03-31 0001314196 olb:TransactionAndProcessingFeesMember 2025-01-01 2025-03-31 0001314196 olb:MerchantEquipmentRentalAndSalesMember 2026-01-01 2026-03-31 0001314196 olb:MerchantEquipmentRentalAndSalesMember 2025-01-01 2025-03-31 0001314196 olb:RevenueNetBitcoinMiningMember 2026-01-01 2026-03-31 0001314196 olb:RevenueNetBitcoinMiningMember 2025-01-01 2025-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember 2026-01-01 2026-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember 2025-01-01 2025-03-31 0001314196 olb:DigitalProductRevenueMember 2026-01-01 2026-03-31 0001314196 olb:DigitalProductRevenueMember 2025-01-01 2025-03-31 0001314196 2025-01-01 2025-03-31 0001314196 us-gaap:PreferredStockMember 2025-12-31 0001314196 us-gaap:CommonStockMember 2025-12-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0001314196 olb:CommonStockToBeIssuedMember 2025-12-31 0001314196 us-gaap:TreasuryStockCommonMember 2025-12-31 0001314196 us-gaap:RetainedEarningsMember 2025-12-31 0001314196 us-gaap:PreferredStockMember 2026-01-01 2026-03-31 0001314196 us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2026-01-01 2026-03-31 0001314196 olb:CommonStockToBeIssuedMember 2026-01-01 2026-03-31 0001314196 us-gaap:TreasuryStockCommonMember 2026-01-01 2026-03-31 0001314196 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0001314196 us-gaap:PreferredStockMember 2026-03-31 0001314196 us-gaap:CommonStockMember 2026-03-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0001314196 olb:CommonStockToBeIssuedMember 2026-03-31 0001314196 us-gaap:TreasuryStockCommonMember 2026-03-31 0001314196 us-gaap:RetainedEarningsMember 2026-03-31 0001314196 us-gaap:PreferredStockMember 2024-12-31 0001314196 us-gaap:CommonStockMember 2024-12-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001314196 us-gaap:TreasuryStockCommonMember 2024-12-31 0001314196 us-gaap:RetainedEarningsMember 2024-12-31 0001314196 2024-12-31 0001314196 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001314196 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001314196 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001314196 us-gaap:TreasuryStockCommonMember 2025-01-01 2025-03-31 0001314196 us-gaap:PreferredStockMember 2025-03-31 0001314196 us-gaap:CommonStockMember 2025-03-31 0001314196 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001314196 us-gaap:TreasuryStockCommonMember 2025-03-31 0001314196 us-gaap:RetainedEarningsMember 2025-03-31 0001314196 2025-03-31 0001314196 srt:MinimumMember 2026-03-31 0001314196 srt:MaximumMember 2026-03-31 0001314196 olb:MoolaCloudLLCMember 2023-06-15 0001314196 2023-06-15 0001314196 olb:MembershipInterestPurchaseAgreementMember 2024-05-20 0001314196 olb:MembershipInterestPurchaseAgreementMember 2024-05-20 2024-05-20 0001314196 olb:FloridaLimitedLiabilityCompanyMember 2024-05-20 0001314196 2025-05-23 2025-05-23 0001314196 olb:CuentasSDILLCMember 2026-03-31 0001314196 2025-01-01 2025-12-31 0001314196 us-gaap:ComputerEquipmentMember 2026-03-31 0001314196 us-gaap:ConstructionInProgressMember 2026-03-31 0001314196 us-gaap:SoftwareDevelopmentMember 2026-03-31 0001314196 us-gaap:OfficeEquipmentMember 2026-03-31 0001314196 us-gaap:BuildingImprovementsMember 2026-03-31 0001314196 olb:ExcelCorporationAndSubsidiariesMember 2026-03-31 0001314196 olb:AcquisitionOfInterestOfCuentasSDILLCOnJuneFifteenTwoThousandTwentyThreeMember 2026-03-31 0001314196 us-gaap:AssetsMember 2026-03-31 0001314196 us-gaap:OfficeEquipmentMember 2025-12-31 0001314196 us-gaap:ComputerEquipmentMember 2025-12-31 0001314196 olb:BitcoinMiningEquipmentMember 2026-03-31 0001314196 olb:BitcoinMiningEquipmentMember 2025-12-31 0001314196 us-gaap:BuildingMember 2026-03-31 0001314196 us-gaap:BuildingMember 2025-12-31 0001314196 us-gaap:ConstructionInProgressMember 2025-12-31 0001314196 2022-12-31 0001314196 us-gaap:EquipmentMember 2022-12-31 2022-12-31 0001314196 olb:MasterEquipmentFinanceAgreementMember 2022-12-31 2022-12-31 0001314196 2026-01-07 2026-01-07 0001314196 us-gaap:EmployeeStockOptionMember 2024-12-31 0001314196 us-gaap:EmployeeStockOptionMember 2025-01-01 2025-12-31 0001314196 us-gaap:EmployeeStockOptionMember 2025-12-31 0001314196 us-gaap:EmployeeStockOptionMember 2026-01-01 2026-03-31 0001314196 us-gaap:EmployeeStockOptionMember 2026-03-31 0001314196 2026-01-22 2026-01-22 0001314196 us-gaap:CommonStockMember 2026-01-22 2026-01-22 0001314196 2026-01-22 0001314196 2026-02-18 2026-02-18 0001314196 olb:PreFundedWarrantMember 2026-02-18 2026-02-18 0001314196 olb:PreFundedWarrantMember 2026-02-18 0001314196 olb:PurchaseAgreementMember 2026-02-18 0001314196 2026-02-18 0001314196 us-gaap:WarrantMember 2023-12-31 0001314196 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001314196 us-gaap:WarrantMember 2025-01-01 2025-12-31 0001314196 us-gaap:WarrantMember 2024-12-31 0001314196 us-gaap:WarrantMember 2026-01-01 2026-03-31 0001314196 us-gaap:WarrantMember 2026-03-31 0001314196 olb:EVanceIncMember 2024-11-13 0001314196 2024-12-01 0001314196 srt:MinimumMember 2025-04-30 2025-04-30 0001314196 2026-01-26 2026-01-26 0001314196 us-gaap:WarrantMember 2026-02-18 0001314196 2026-02-19 2026-02-19 0001314196 olb:VFSLoanMember us-gaap:CommonStockMember 2026-01-21 2026-01-21 0001314196 us-gaap:CommonStockMember 2026-01-21 0001314196 olb:VFSLoanMember 2026-01-21 0001314196 olb:VFSLoanMember 2026-01-21 2026-01-21 0001314196 us-gaap:CommonStockMember 2026-01-21 2026-01-21 0001314196 2026-01-21 2026-01-21 0001314196 2026-01-21 0001314196 olb:MaximGroupLLCMember us-gaap:CommonStockMember 2026-01-01 2026-03-31 0001314196 us-gaap:SeriesAPreferredStockMember 2020-08-07 0001314196 us-gaap:SeriesAPreferredStockMember 2026-01-01 2026-03-31 0001314196 olb:YakovLLCMember 2024-08-12 0001314196 olb:YakovLLCMember 2024-08-12 2024-08-12 0001314196 olb:MrYakovMember 2026-01-01 2026-03-31 0001314196 us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-12-31 0001314196 2026-01-01 2026-01-01 0001314196 srt:ExecutiveOfficerMember 2026-01-01 2026-03-31 0001314196 us-gaap:EmploymentContractsMember 2026-01-01 2026-03-31 0001314196 srt:ExecutiveOfficerMember 2026-03-31 0001314196 us-gaap:RelatedPartyMember 2026-01-01 2026-03-31 0001314196 olb:FFSDataCorporationMember 2021-11-24 2021-11-24 0001314196 2021-11-24 2021-11-24 0001314196 2024-01-01 2024-12-31 0001314196 olb:FintechSegmentMember 2026-03-31 0001314196 olb:BitcoinMiningSegmentMember 2026-03-31 0001314196 olb:ConsolidatedTotalMember 2026-03-31 0001314196 olb:FintechSegmentMember us-gaap:RelatedPartyMember 2026-03-31 0001314196 olb:BitcoinMiningSegmentMember us-gaap:RelatedPartyMember 2026-03-31 0001314196 olb:ConsolidatedTotalMember us-gaap:RelatedPartyMember 2026-03-31 0001314196 olb:FintechSegmentMember us-gaap:SeriesAPreferredStockMember 2026-03-31 0001314196 olb:BitcoinMiningSegmentMember us-gaap:SeriesAPreferredStockMember 2026-03-31 0001314196 olb:ConsolidatedTotalMember us-gaap:SeriesAPreferredStockMember 2026-03-31 0001314196 olb:FintechSegmentMember 2025-12-31 0001314196 olb:BitcoinMiningSegmentMember 2025-12-31 0001314196 olb:ConsolidatedTotalMember 2025-12-31 0001314196 olb:FintechSegmentMember us-gaap:RelatedPartyMember 2025-12-31 0001314196 olb:BitcoinMiningSegmentMember us-gaap:RelatedPartyMember 2025-12-31 0001314196 olb:ConsolidatedTotalMember us-gaap:RelatedPartyMember 2025-12-31 0001314196 olb:FintechSegmentMember us-gaap:SeriesAPreferredStockMember 2025-12-31 0001314196 olb:BitcoinMiningSegmentMember us-gaap:SeriesAPreferredStockMember 2025-12-31 0001314196 olb:ConsolidatedTotalMember us-gaap:SeriesAPreferredStockMember 2025-12-31 0001314196 olb:TransactionAndProcessingFeesMember olb:FintechSegmentMember 2026-01-01 2026-03-31 0001314196 olb:TransactionAndProcessingFeesMember olb:BitcoinMiningSegmentMember 2026-01-01 2026-03-31 0001314196 olb:TransactionAndProcessingFeesMember olb:ConsolidatedTotalMember 2026-01-01 2026-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:FintechSegmentMember 2026-01-01 2026-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:BitcoinMiningSegmentMember 2026-01-01 2026-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:ConsolidatedTotalMember 2026-01-01 2026-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:FintechSegmentMember 2026-01-01 2026-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:BitcoinMiningSegmentMember 2026-01-01 2026-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:ConsolidatedTotalMember 2026-01-01 2026-03-31 0001314196 olb:DigitalProductRevenueMember olb:FintechSegmentMember 2026-01-01 2026-03-31 0001314196 olb:DigitalProductRevenueMember olb:BitcoinMiningSegmentMember 2026-01-01 2026-03-31 0001314196 olb:DigitalProductRevenueMember olb:ConsolidatedTotalMember 2026-01-01 2026-03-31 0001314196 olb:FintechSegmentMember 2026-01-01 2026-03-31 0001314196 olb:BitcoinMiningSegmentMember 2026-01-01 2026-03-31 0001314196 olb:ConsolidatedTotalMember 2026-01-01 2026-03-31 0001314196 olb:TransactionAndProcessingFeesMember olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:TransactionAndProcessingFeesMember olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:TransactionAndProcessingFeesMember olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 olb:MerchantEquipmentRentalAndSalesMember olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:MerchantEquipmentRentalAndSalesMember olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:MerchantEquipmentRentalAndSalesMember olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:RevenueNetBitcoinMiningMember olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:OtherRevenueFromMonthlyRecurringSubscriptionsMember olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 olb:DigitalProductRevenueMember olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:DigitalProductRevenueMember olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:DigitalProductRevenueMember olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 olb:FintechSegmentMember 2025-01-01 2025-03-31 0001314196 olb:BitcoinMiningSegmentMember 2025-01-01 2025-03-31 0001314196 olb:ConsolidatedTotalMember 2025-01-01 2025-03-31 0001314196 2021-11-24 0001314196 olb:PreFundedWarrantMember 2026-01-01 2026-03-31 0001314196 olb:ConcurrentPrivatePlacementMember 2026-01-01 2026-03-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure olb:segments olb:Bitcoin utr:sqft

FAQ

How did OLB (OLB) perform financially in the quarter ended March 31, 2026?

OLB reported weaker revenue and a continued net loss. Revenue was $1,656,344 versus $2,321,536 a year earlier, while net loss was $1,077,582 compared with $1,088,998. The company remains unprofitable but narrowed other expenses through a gain on settlement of accounts payable and debt.

What drove the revenue decline for OLB (OLB) in Q1 2026?

Revenue fell mainly due to lower transaction and bitcoin mining income. Transaction and processing fees dropped to $1,517,771 from $2,058,277, bitcoin mining revenue declined to $48,220 from $85,482, and subscription and digital product revenues also decreased, together reducing total revenue by $665,192.

What is OLB Group’s liquidity position as of March 31, 2026?

OLB ended the quarter with significantly higher cash. Cash was approximately $2,327,723, up from $15,777 at year-end 2025, primarily from equity offerings and prefunded warrants. Accounts payable and accrued expenses totaled about $4,542,000, so the balance sheet still shows meaningful short-term obligations.

How did OLB (OLB) raise capital during the first quarter of 2026?

OLB completed a direct equity offering and a PIPE with warrants. A January registered direct deal sold 2,166,666 common shares with matching warrants at $0.60, and a February private placement issued prefunded and common warrants at $1.05 per unit, together generating over $3.7 million in net cash proceeds.

What are OLB Group’s plans for its DMINT bitcoin mining business?

OLB intends to spin off DMINT as a separate company. Management expects the spin-off to occur within the next twelve months, after DMINT’s S-1 becomes effective and its shares list on Nasdaq. Post spin-off, DMINT would raise its own capital, reducing OLB’s direct bitcoin mining funding needs.

How much bitcoin has DMINT mined and what is OLB’s crypto exposure?

DMINT had mined 60.71 bitcoin by March 31, 2026. The company held 0.70 bitcoin on hand with a carrying value of $47,891, based on an approximate bitcoin price of $68,233, reflecting relatively modest direct balance sheet exposure to cryptocurrency despite the dedicated mining segment.

What is the segment performance for OLB’s Fintech and Bitcoin Mining units?

The Fintech segment remains the primary revenue generator. Fintech produced $1,603,579 of revenue and a $960,951 operating loss. Bitcoin Mining generated $52,765 of revenue and a $308,937 operating loss. Combined, they led to a consolidated operating loss of $1,269,888 for the quarter.