OLB GROUP, INC.
For the period ended Mar 31, 2026. Filed May 18, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 18, 2026
OLB$0.18+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110806
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001213900-26-058054
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 49 current paragraphs.
26 unchanged; 15 reworded; 7 added; 16 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (16)
Previous report
On April 26, 2024, the Company filed with the Delaware Secretary of State a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became effective on April 26, 2024 to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved by the Company’s stockholders at a special meeting on April 26, 2024.
Previous report
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares.
Previous report
Salary and wage expense for the three months ended September 30, 2025, was $502,504 compared to $604,784 for the three months ended September 30, 2024, a decrease of $102,280 or 16.9%. The decrease is due to a decrease in headcount.
Previous report
For the three months ended September 30, 2025, we had total other expenses of $40,231 compared to $0 for the three months ended September 30, 2024. In the current period we incurred interest expense for related parties of $231 and other expense of $40,000.
Previous report
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous report
Depreciation expense for our Bitcoin Mining Segment was $503,982 for the nine months ended September 30, 2025 compared to $2,249,208, for the nine months ended September 30, 2024, a decrease of $1,745,226 or 77.6%. The decrease in the current period is due to assets being impaired in 2024.
Previous report
Salary and wage expense for the nine months ended September 30, 2025, was $2,086,474 compared to $2,310,320 for the nine months ended September 30, 2024, a decrease of $223,846 or 9.7%. In the current period we issued shares of common stock for $450,000 of non-cash bonus expense, which was offset by a decrease in headcount and a $271,000 decrease for stock-based compensation.
Previous report
Professional fees for the nine months ended September 30, 2025, were $554,129 compared $1,666,970 for the nine months ended September 30, 2024, a decrease of $1,112,841 or 66.8%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity was much less in the current period.
Previous report
General and administrative expenses for the nine months ended September 30, 2025, was $1,573,485 compared to $2,255,673 for the nine months ended September 30, 2024, a decrease of $682,188 or 30.2%. The decrease was mainly due to an approximately $327,000 decrease in Bank Fees and a decrease of $225,000 in insurance expense.
Previous report
For the nine months ended September 30, 2025, we had total other expenses of $708,118 compared to total other income of $454,018 for the nine months ended September 30, 2024. In the current period we incurred interest expense for related parties of $395,355 and other expense of $85,000. We also recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763. For the nine months ended September 30, 2024, we had total other income of $454,018 from an unrealized gain on investment of $274,731, a $225,229 gain on the sale of bitcoin, and $45,942 of interest expense.
Previous report
Our net loss for the nine months ended September 30, 2025, was $4,388,332 compared to $6,678,888 for the nine months ended September 30, 2024. This was a decrease in our net loss of $2,290,556 for the reasons discussed above.
Previous report
In addition, we recognized a $775,000 deemed dividend for preferred stock and a $30,630 for preferred dividends for a net loss applicable to common shareholders of $5,193,962.
Previous report
Investing Activities
Previous report
For the nine months ended September 30, 2025, we had no investing activities. For the nine months ended September 30, 2024, we received $548,393 from the sale of investment and used $215,500 to purchase the remaining 19.99% interest in the LLC.
Previous report
During the six months ended June 30, 2025, all amounts owed to Mr. Yakov were converted into shares of common stock. During the three months ended September 30, 2025. Mr. Yakov loaned the Company an additional $115,815.
Previous report
The Company has reviewed its cash flow activity during 2024 and the first nine months ended September 30, 2025 and projected cash flow forecast for the remainder of 2025. At September 30, 2025, the Company had cash of approximately $3,500, accounts receivable of approximately $47,000, and other assets and receivables of approximately $840,000. The Company has performed an overall analysis of market trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the date of this Annual Report. Management believes that its current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months. However, management recognizes that it may be required to obtain additional resources to successfully execute its business plans. No assurances can be given that management will be successful in raising additional capital, if needed, or on acceptable terms. Without raising additional capital, either via additional advances made pursuant to the ATM, related party loan or from other sources, there is substantial doubt about the Company’s ability to continue as a going concern through November 30, 2026. The accompanying unauditedcondensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of presentation contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business.
Reworded paragraphs (15)
Previous wording
We have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM. SecurePay.comTM. In July 2019, we launched a new merchant and ISO boarding system that will be able to onboard merchants instantly. This provides the merchant with an automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system.
Current wording
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.
Previous wording
On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry, specifically the mining of Bitcoin. DMINT initiated the first phase of the Bitcoin mining operation by placing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Pennsylvania. As of December 31, 2022, DMINT had purchased 1,000 computers. DMint has a data center located in Selmer, Tennessee. In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts at the Selmer, Tennessee location because of the lower cost of operations in the location. As of December 31, 2024, DMINT had 1,000 computers and had 400 computers online and mining for Bitcoin. At September 30, 2025, DMINT had mined 60.01 Bitcoin. On October 21, 2024, DMINT filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (the “SEC”), relating to the proposed spinoff from the Company and resulting issuance of equity of DMINT to OLB shareholders.
Current wording
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.
Previous wording
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 September 30, 2025 and 2024.
Current wording
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.
Previous wording
For the three months ended September 30, 2025, we had total revenue of $2,313,194 compared to $3,083,922 of revenue for the three months ended September 30, 2024, a decrease of $770,728 or 25%. We earned $2,106,362 in transaction and processing fees, $4,551 in merchant equipment rental and sales, $72,197 in other revenue from monthly recurring subscriptions, $78,814 of revenue from the Cryptocurrency Mining segment and $51,270 of revenue from the sale of digital products. For the three months ended September 30, 2024, we earned $2,569,596 in transaction and processing fees, $16,120 in merchant equipment rental and sales, $43,349 in other revenue from monthly recurring subscriptions, $88,078 of revenue from the Cryptocurrency Mining segment and $366,779 of revenue from the sale of digital products. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.
Current wording
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.
Previous wording
For the three months ended September 30, 2025, we had processing and servicing costs of $2,090,937 compared to $2,604,414 of processing and servicing costs for the three months ended September 30, 2024, a decrease of $513,477 or 19.7%. Processing and servicing costs decreased in conjunction with the decreased revenue.
Current wording
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.
Previous wording
Amortization expense for the three months ended September 30, 2025 was $0 compared to $112,499 for the three months ended September 30, 2024, a decrease of $112,499. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights. The decrease in the current period is due to most of the assets being fully amortized in 2024 and the remainder in Q1 2025.
Current wording
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.
Previous wording
Depreciation expense for our Bitcoin Mining Segment was $120,694 for the three months ended September 30, 2025 compared to $656,017, for the three months ended September 30, 2024, a decrease of $535,323 or 81.6%. The decrease in the current period is due to assets being impaired in 2024.
Current wording
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.
Previous wording
Professional fees for the three months ended September 30, 2025, were $141,990 compared to $453,672 for the three months ended September 30, 2024, a decrease of $311,682 or 68.7%. Professional fees consist mainly of audit and legal fees. The decrease in the current period is due to a decrease in legal fees as the Company’s legal related activity was much less in the current period.
Current wording
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.
Previous wording
General and administrative expenses for the three months ended September 30, 2025, was $591,858 compared to $282,794 for the three months ended September 30, 2024, an increase of $309,064 or 109.3%. The increase was mainly due to an increase of approximately $198,500 in utility expense, $47,800 of computer expenses, $29,400 of equipment expense, $13,700 of rent expense, $7,200 of travel expense and $9,600 of supplies expense.
Current wording
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.
Previous wording
Our net loss for the three months ended September 30, 2025, was $1,175,020 compared to $1,630,258 for the three months ended September 30, 2024. This was a decrease in our net loss of $455,238 for the reasons discussed above.
Current wording
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.
Previous wording
For the nine months ended September 30, 2025, we used $1,291,120 of cash in operating activities, which included our net loss of $4,388,332 offset by $1,045,881 of non-cash reconciling items and net changes in operating assets and liabilities of $2,051,331.
Current wording
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.
Previous wording
For the nine months ended September 30, 2024, we used $1,586,886 of cash in operating activities, which included our net loss of $6,678,888 offset by $2,670,515 for amortization and depreciation expense, $372,624 for stock-based compensation, $225,229 gain on sale of bitcoin, $274,731 gain on investment and net changes in operating assets and liabilities of $2,547,162.
Current wording
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.
Previous wording
For the nine months ended September 30, 2025, we received net cash of $1,267,224 from financing activities as a result of receiving $461,888 from our CEO and $887,786 from the sale of common stock, and a decrease in our cash overdraft of $4,731. We made repayments on our note payable of $38,838 and to our CEO of $38,881. For the nine months ended September 30, 2024, we received net cash of $1,116,275 in financing activities as a result of receiving $1,191,282 from our CEO, $42,662 from the sale of common stock, $6,840 in proceeds from exercise of options by related parties, and an increase in our cash overdraft of $30,735. We made repayments on our note payable of $155,244.
Current wording
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.
Previous wording
At September 30, 2025, the Company had cash of $3,540 and negative working capital of $6,036,698.
Current wording
At March 31, 2026, the Company had cash of $2,327,723 and negative working capital of $3,142,060
Previous wording
On February 16, 2024, the Company entered into an Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”) to create an at-the-market equity program. Under the Agreement, the Company may offer and sell its common stock, par value $0.0001 per share, from time to time having an aggregate offering amount of up to $15,000,000 (the “Shares”) during the term of the Agreement through Maxim, as sales agent (the “ATM Offering”). The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Agreement. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel. As of September 30, 2025, the ATM Offering has resulted in proceeds of $2,009,723.
Current wording
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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, we had total revenue of $6,901,921 compared to $10,101,258 of revenue for the nine months ended September 30, 2024, a decrease of $3,199,334 or 31.7%. We earned $6,260,981 in transaction and processing fees, $21,238 in merchant equipment rental and sales, $215,193 in other revenue from monthly recurring subscriptions, $224,486 of revenue from the Cryptocurrency Mining segment and $180,023 of revenue from the sale of digital products. For the nine months ended September 30, 2024, we earned $7,341,998 in transaction and processing fees, 64,243 in merchant equipment rental and sales, $307,285 in other revenue from monthly recurring subscriptions, $341,972 of revenue from the Bitcoin Mining segment and $2,045,760 of revenue from the sale of digital products. We had a decrease in revenue primarily due to a decrease in revenue related to Moola Cloud, LLC, as the Company transitions to new vendors to obtain better pricing and is working to acquire new vendors to replace others that have gone out of business.
Previous report — wording carried elsewhere
For the nine months ended September 30, 2025, we had processing and servicing costs of $5,864,065 compared to $8,330,686 of processing and servicing costs for the nine months ended September 30, 2024, a decrease of $2,466,621 or 29.6%. Processing and servicing costs decreased in conjunction with the decreased revenue.
Previous report — wording carried elsewhere
Amortization expense for the nine months ended September 30, 2025 was $0 compared to $421,307 for the nine months ended September 30, 2024, a decrease of $421,307%. We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights. The decrease in the current period is due to most of the assets being fully amortized in 2024.