What changed in this filing

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Item 1. Business

2021-03-30 compared with 2020-04-29 · 122 added, 508 removed, 278 unchanged (69% of the section changed)

Forward-Looking

the context indicates otherwise, as used in this prospectus, the terms “OLB,”

the context indicates otherwise, as used in this Annual Report, the terms “OLB,”

“we,”

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

were ranked 62nd among merchant acquirers in the United States ranked by Visa/MasterCard volume.

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”).

April 2018, we completed an acquisition of substantially all of the assets of Excel Corporation (“Excel”) and its

subsidiaries Payprotec Oregon, LLC, Excel Business Solutions, Inc.

and eVance Processing, Inc.

(such assets are the foundation

of our eVance business) (the “Asset Acquisition”).

In connection with the Asset Acquisition, in May 2018, we entered

into share exchange agreements with CrowdPay and OmniSoft, affiliate companies owned by Mr.

Yakov and John Herzog, an affiliate

of our company, pursuant to which each of CrowdPay and OmniSoft became wholly owned subsidiaries of our company (the “Share

Exchange”).

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”).

operates a cloud-based business management platform that provides turnkey solutions for merchants to enable them to build and

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banks and processors that provides financial and transaction processing solutions to merchants throughout the United States.

differentiates itself from other ISOs by focusing on both obtaining and maintaining new merchant contracts for its own account

(including, but not limited to, merchants that utilize the OmniSoft platform) and also obtaining and maintaining merchant contracts

obtained by third-party ISOs (for which we negotiate a shared fee arrangement) and utilizing our own software and technology to

provide merchants and other ISOs differentiating products and software.

In particular, we (i) own our own payments gateway, (ii)

have proprietary omni-commerce software platform, (iii) have in-house underwriting and customer service, (iv) have in-house sub-ISO

management system which offers sub-ISOs and agents tools for online boarding, account management, residual reports among other

tools, (v) utilize a Payment Facilitator model and (vi) offer a suite of products in the financial markets (through CrowdPay).

Leveraging our relationship with three of the top five merchant processors in the United States (representing a majority of the

merchant processing market) and with the use of our proprietary software, our payment gateway (which we call “SecurePay”)

enables merchants to reduce the cost of transacting with their customers by removing the need for a third-party payment gateway

eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable

merchant processor and acquiring bank.

As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing

a direct relationship with the merchant and generating individual merchant processing contracts in exchange for future residual

As a retail ISO, eVance primarily gathers the documents and information that our partners (acquiring banks and acquiring

processors) need to underwrite merchants’

transactions and as a result receives only residual income as commission for merchants

it places with our partners.

eVance differentiates itself from other ISOs by focusing on both obtaining and maintaining new merchant contracts for its own

account (including, but not limited to, merchants that utilize the OmniSoft platform) and also obtaining and maintaining merchant

contracts obtained by third-party ISOs (for which we negotiate a shared fee arrangement) and utilizing our own software and technology

to provide merchants and other ISOs differentiating products and software.

In particular, we (i) own our own payments gateway,

(ii) have proprietary omni-commerce software platform, (iii) have in-house underwriting and customer service, (iv) have

in-house sub-ISO management system which offers sub-ISOs and agents tools for online boarding, account management, residual reports

among other tools, (v) utilize a Payment Facilitator model and (vi) offer a suite of products in the financial markets

(through CrowdPay).

Leveraging our relationship with three of the top five merchant processors in the United States (representing

a majority of the merchant processing market) and with the use of our proprietary software, our payment gateway (which we call

“SecurePay”) enables merchants to reduce the cost of transacting with their customers by removing the need for a third-party

payment gateway solution.

eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile of the merchant

and the applicable merchant processor and acquiring bank.

As a wholesale ISO, eVance underwrites the processing transactions for

merchants, establishing a direct relationship with the merchant and generating individual merchant processing contracts in exchange

for future residual payments.

As a retail ISO, eVance primarily gathers the documents and information that our partners (acquiring

banks and acquiring processors) need to underwrite merchants’

transactions and as a result receives only residual income

as commission for merchants it places with our partners.

For more information regarding the electronic payment industry, see “Business —

of our eVance Business —

Description of our eVance Business —

Our Industry.”

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all of our revenue has been generated from our eVance business (see our financial statements and related notes included in this

report and Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information),

Annual Report and Management’s Discussion and Analysis of Financial Condition and Results of Operations for more information),

but began generating revenue from our OmniSoft and CrowdPay business during the second half of 2019.

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See the section entitled “Risk Factors”

in this report.

in this Annual Report.

is a payment gateway and virtual terminal with proprietary business management tools that is in compliance with the Payment Card

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has been certified by Visa and MasterCard (certified Level II and Level III) and finalized implementation of “3D Secure”

in 2019 (a feature that is unique to what we offer in order to provide for more secure environment for ecommerce and mobile payments

in 2019 (a feature that is unique to what we offer in order to provide for more secure environment for E-commerce and mobile payments

in-store and online).

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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.

(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.

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”).

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

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

Facilitator Generally

payment facilitator (“PayFac”) is a company that is sponsored by a bank or other financial institution and creates

a sub-merchant account in order to provide payment processing services to merchant clients.

As a payment facilitator, we are able

to offer merchant services on a sub-merchant platform which allows us to on-board sub-merchants under our unique merchant ID account

(an “MID”).

Said differently, PayFacs operate in the same way as an independent sales organization that signs up new

merchants on behalf of acquiring banks and processors in terms of payment process but the on-boarding and accounting for merchants

are different.

With an ISO, merchants are identified with individual MID and the settlement to the merchant is handled by the

settlement/acquiring bank.

A PayFac has its own MID with a settlement bank and each of the merchants on-boarded by the PayFac

are given sub-MID’s under the PayFac’s MID.

This allows the PayFac to board a merchant very quickly and also enables

the PayFac to accept responsible for settling the payment of funds to the merchant which increases the PayFac’s fees.

operate under a TSYS/ProPay (the processor in the ecosystem) and the sponsoring bank that approved us was Wells Fargo.

of our OmniSoft Business

operates a cloud-based business management platform that provides turnkey solutions for merchants to enable them to build and

manage their retail businesses, whether online or at a “brick and mortar”

The OmniSoft platform, which can

be accessed by merchants through any mobile and computing device, allows merchants to, among other features, manage and track

inventory, track sales and process customer transactions and can provide interactive data analysis concerning sales of products

and need for additional inventory.

Merchants generally utilize the platform by uploading to the platform information about their

inventory (description of units, number of units, price per unit, and related information).

Once such information has been uploaded,

merchants, either with their own device or with hardware that we sell directly to them, are able to utilize the platform to monitor

inventory and process and track sales of their products (including coordinating shipping of their products with third party logistics

We manage and maintain the OmniSoft platform through a variety of domain names or a merchant can integrate our platform

with their own domain name.

Using the OmniSoft platform, merchants can “check-out”

their customers at their “brick

and mortar”

stores or can sell products to customers online, in both cases accepting payment via a simple credit card or

debit card transaction (either swiping the credit card or entering the credit card number), a cash payment, or by use of a QR

code or loyalty and reward points, and then print or email receipts to the customer.

OmniSoft has recognized an immaterial amount

of the Company’s revenue, if any, historically (including during the periods presented in the financial statements included

is a SaaS business that offers OMNI Commerce Solutions as a white label service.

OmniSoft provides customized solutions to ISOs

and banks or financial institutions that process credit or debit card payments on behalf of a merchant that operate in the payments

processing market and have the need for e-commerce and mobile commerce.

We provide software that enable companies to offer similar

services as competitors such as PayPal, Intuit QuickBooks, Square, Google, Apple Pay and Amazon.

Our cloud-based software has

comparable features to Shopify under ShopFast.

We also provide white labeled services for large ISOs.

Our solutions are cloud-based

so there is no need to install any software, backup or update applications by our clients, including large Merchant Acquiring

The OmniSoft software works on web-based computers & tablets, Apple IOS, Android, and Windows.

Our target clients are

merchant acquiring banks, and ISOs (wholesale price) Direct to retailers.

Our business model provides a sign-up integration fee,

custom features development fees, and ongoing monthly fees, per merchant per month.

The pricing for a single merchant includes

an initial setup fee of $49 and approximately $100-$200 per month for use of the software as SaaS fees.

Hardware costs range from

$300 to $1,000.

Large white label projects have a one-time fee of $50,000.

allows mobile shopping and self-checkout with credit or debit cards, reward points and Apple Pay.

OmniSoft features include:

product catalog, marketing and promotions, shipping features, payment gateways to Point-of-Sale (POS) terminals, customer service,

secure HTTPS & SSL and Payment Card Industry (PCI) Compliance.

service features include:

maintenance, hosting, monitoring, updates, custom solutions, software support, and service level agreement.

Retailers and merchants have access to website development tools, marketing functions and curation capabilities, mobile commerce

and social media engagement.

Key back-office management functions, including statistical analysis reports and inventory management,

are available through OmniSoft’s advanced API and pre-built integrations with leading accounting applications.

utilize OmniSoft software to be able to provide companies with branded web sites.

We partner with clients such as traditional

marketing companies which include cataloguers, retailers, wholesalers and manufacturers, seeking to develop their Internet sales

through their own websites which we help develop, operate, host and market on the ShopFast platform.

of our clients need to establish an Internet presence in order to effectively compete in the e-commerce marketplace, but do not

either have the resources or the expertise to effectively operate and market an e-commerce retail website.

By working with the

Company, we expect that these companies will be able to establish, maintain and market up-to-date, customized, commerce-enabled

websites, while avoiding high set up costs and fees such as software maintenance and upgrades.

ShopFast solution is equipped with, what we believe is, the most advanced Internet commerce technology available to help our clients

provide superior service to their customers.

We provide such clients with a 24/7 global marketplace for the sale of their products,

while at the same time allowing for instant price changes, evaluation of marketing campaigns, measurement of consumer product

acceptance, and handling of customer service.

Each ShopFast website is custom tailored to meet the needs of our clients.

cultivated relationships with our clients to be able to provide the market with turnkey online private label stores.

we provide product content from our clients to our Direct Shopping Database (DSD) of partners, which is a multi-inventory shopping

services that matches suppliers with customer traffic.

While our clients are responsible for driving traffic to their own website

through their own marketing efforts, the ShopFast DSD creates an additional sales channel for the client at no additional cost.

ShopFast, consumers can purchase products and services from websites of clients across variety of business sectors including:

Cafes & Delis, Retail Stores, Salons & SPAS, Restaurants, Street Vendors, and Car & Limousine.

help expand the market for our suite of OmniSoft business solutions, we also purchase hardware products from wholesalers, which

after installation of our OmniSoft proprietary software, we resell through our ShopFast website.

Hardware products we sell are

merchant focused including credit card swipers, barcode scanners, cash drawers and printers.

Other popular products include Apple

iPads, and payment processing hardware such as the Poynt smart terminal that facilitates payments and customer receipts for merchants

and customers.

compete against companies such as Shopify, Square, ShopKeep and Revel.

of our eVance Business

is an independent sales organization that signs up new merchants on behalf of acquiring banks and processors that provides financial

and transaction processing solutions to merchants throughout the United States.

eVance differentiates itself from other ISOs by

focusing on both obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants

that utilize the OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which

we negotiate a shared fee arrangement) and utilizing our own software and technology to provide merchants and other ISO’s

differentiating products and software.

In particular, we (i) own our own payments gateway, (ii) have proprietary omni-commerce

software platform, (iii) have in-house underwriting and customer service, (iv) have in-house sub-ISO management system which offers

sub-ISO’s and agents tools for online boarding, account management, residual reports among other tools, (v) utilize a PayFac

model and (vi) offer a suite of products in the financial markets (through CrowdPay).

Leveraging our relationship with three of

the top five merchant processors in the United States (representing a majority of the merchant processing market) and with use

of our proprietary software, eVance provides competitive payment processing solutions to merchants which enable merchants to process

credit and debit card-based internet payments for sales of their products at competitive prices (whether such sales occur online

or at a “brick and mortar”

Our payment gateway (which we call “SecurePay”) also enables merchants

to reduce the cost of transacting with their customers by removing the need for a third-party payment gateway solution.

ISO Operations

described in more detail in the section entitled “Our Industry”

below, an ISO is an organization that signs up new

merchants on behalf of acquiring banks and processors.

As an ISO, we identify merchants that are interested in our financial and

transaction processing solutions and generate individual merchant processing contracts for such merchants.

We operate as both

a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor and acquiring

As a wholesale ISO, we underwrite the processing transactions for merchants, establishing a direct relationship with the

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

As a retail ISO, we

primarily gather the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite

merchants’

transactions and as a result receive only residual income as commission for merchants we place with our partners.

When we onboard a new merchant, such merchant is identified with an individual merchant ID account (an “MID”) and

the settlement to the merchant is handled by the acquiring bank.

payment processing industry allows merchants to process credit, debit and gift and loyalty card payments along with providing

other payment processing and related information services.

The electronic payments industry continues to benefit from the migration

from cash and checks to credit and debit cards and other electronic payments, as well as intrinsic, aggregate growth in the Gross

Domestic Product (“GDP”) in the markets we serve.

This migration is being driven by consumer convenience and engagement,

the increased use by consumers of online shopping, card issuer rewards, e-commerce, regulations and innovative payment and commerce

solutions being introduced in these markets.

In addition, broader merchant acceptance in industries that did not historically

accept electronic payments helps to drive this migration.

Merchants are taking advantage of new hardware options, such as mobile

phone dongles and tablet solutions, to integrate payment processing solutions into general business applications, which reduce

the cost and complexities of doing business and serving consumers.

The payment processing industry is served by a variety of providers

issuers —

Financial institutions that issue payment account products, such as credit and debit cards, to consumers backed

by a credit line or a demand deposit account, such as a checking account and pay merchants on behalf of cardholders.

banks —

Financial institutions that accept payments from the card issuer on behalf of a merchant (any organization that

accepts card-based payments in exchange for the goods and services they provide) such that the merchant does not need to have

an account with the card issuer in order to accept a payment from a customer.

card associations —

Credit card brand companies (for example, Visa and MasterCard) that issue cards to consumers and

set rules and route transactions among participants in their networks (card issuers and acquiring banks, for example).

acquirers —

Providers that enable merchants to accept, process and settle electronic payments.

There are various types

of merchant acquirers as described below.

We operate as a type of merchant acquirer.

● Third-party

providers —

Other service, software and hardware companies that provide products and services designed to improve the

payments experience for issuers, merchants, merchant acquirers and consumers, including mobile payment enablers, terminal manufacturers,

payment gateway providers, independent software vendors, integrated point of sale systems, dealers and risk management service

typical card transaction requires close coordination among the various industry participants described above that provide the

services and infrastructure required to enable such transactions.

As a merchant acquirer, our role in this ecosystem is to act

as a conduit between acquiring banks and credit card associations, on the one hand, and merchants, on the other hand, to enable

merchants to accept, process and settle payments from customers.

There are various types of merchant acquirers:

merchant acquirers —

These independent providers offer merchant acquiring solutions using their own proprietary and

third-party platforms, and are capable of facilitating all elements of the payment transaction cycle, including the acceptance

(i.e., authorization or rejection), processing and settling of merchant transactions.

Historically, banks have been the merchant acquirers, as they marketed merchant acquiring services in combination

with other commercial banking products to their customers.

In the United States, however, most banks divested these services to

non-bank merchant acquirers.

While some banks elected to retain in-house merchant acquiring capabilities, the vast majority of

banks chose to form joint ventures or referral relationships with independent merchant acquirers.

providers —

These companies offer software and hardware solutions that enable merchants to manage various aspects of

their business, including payment acceptance through separate relationships between the IPOS providers and merchant acquirers.

I SOs typically specialize in managing a sales force that targets merchants in a specific market segment or geographic

ISOs typically outsource most merchant acquiring back-office functions, including the processing and settling of transactions,

to non-bank merchant acquirers.

ISOs are contracted by a credit card member bank to procure new merchant relationships.

process online credit card processing transactions for small businesses for a fee or percentage of sales.

Being a wholesale ISO,

eVance assumes underwriting liability which increases its responsibility to monitor and manage merchants, thereby increasing its

value to banks as well as the fees which it charges for each transaction.

typical card transaction requires a complex process involving various participants in a series of electronic messages, decisions

and flow of funds as seen below:

typical card transaction begins when a cardholder presents a card for payment at a merchant location and the cardholder swipes

the card’s magnetic strip through, or in the case of an EMV chip inserts the card into, a point of sale (or “POS”)

terminal card reader.

Some merchants may also have card readers that can receive cardholder information through a contactless

connection with an enabled card or mobile phone.

The card reader can be integrated either into a standalone POS terminal or a

software application the merchant uses to manage its business.

For e-commerce transactions, the cardholder types in the card number

and related information into the merchant’s website where it is collected by the website’s payment processing software.

The POS terminal or software application electronically records sales draft information, such as the card identification number,

transaction date and value of the goods or services purchased.

After the card and transaction information is captured by the POS

terminal or software, the merchant acquirer routes the authorization request through the applicable card network to the card issuer,

whose systems determine whether a transaction is “approved”

or “declined”

based on a variety of factors,

including a determination of whether the particular card is authentic and whether the impending transaction value will cause the

cardholder to exceed defined limits for spending or balances.

This response is then returned to the merchant’s POS terminal

or software application.

This entire authorization and response process is referred to as the “frontend”

of a purchase

transaction and typically occurs within seconds from the time the cardholder initiates the transaction.

the purchase transaction approval, an electronic draft capture process transfers sales draft data into an electronic format.

in an electronic format, sales draft data is sent through the card networks for clearing and settlement, allowing the merchant

to receive payment for the goods or services sold.

Card networks use a system known as “interchange”

to transfer the

information and funds between the card issuer and the merchant acquirer to complete the link between the merchant and card issuer.

This portion of the payment processing cycle is referred to as the “backend settlement”

and typically occurs within

48 hours following a completed purchase transaction.

services provided directly to merchants and associated fees to the merchant vary depending on the type of card ( e.g.

consumer, debit, rewards), manner in which it is used ( e.g.

, credit/debit, e-commerce, face-to-face), merchant category,

the provider’s in-house technology capabilities and the services that are outsourced to other providers.

Only a few providers

have the capability to provide all of these services, and even fewer can provide all of their services from an integrated platform.

We are one of these providers.

Below is an example of a sample transaction:

and Marketing

primarily use independent agents and other smaller ISOs to market our services.

We intend to increase the number of independent

agents and ISO’s that sell on our behalf.

We may also gain additional agents through the acquisition of merchant portfolios

or companies.

We may also add to our direct sales channel for certain industry segments or customer profiles.

growth strategy consists of the following:

(1) we plan to begin offering the OmniSoft suite of products and applications to our

existing eVance customers, (2) we expect to bring in-house a sales team to generate organic revenues from the suite of products

that we have and (3) we expect to make additional acquisitions of merchant portfolios that we can integrate into our applications.

payment processing industry is highly competitive.

We compete with other ISOs for the acquisition of merchant agreements.

sponsor banks and processors including First National Bank of Omaha, Chase Paymentech, L.P., Bank of America Merchant Services,

First Data Corporation, Global Payments, Elavon Inc., as well as Wells Fargo, U.S.

Bank and others, frequently solicit merchants

directly or through their own network of ISOs.

Competition is based upon a number of factors including price, service and product

Many of these competitors are larger and have substantially greater resources than us.

We believe we remain competitive

to these processors and competitive ISOs through a combination of beneficial pricing and services to our merchant customers.

Advance Business

addition to our business as an ISO, we may, through eVance Capital, a subsidiary of eVance, begin to provide cash advances and

loans to our merchant customers.

In this capacity, we would act as a retail ISO providing alternative financing and working capital

solutions to small and medium sized businesses using a variety of third party funding sources.

eVance Capital would not provide

capital directly or take credit risk, instead seeking to earn commissions from independent third parties by placing their financial

products with our merchant customers.

No cash advances and/or loans were provided to our merchant customers for the years ended

December 31, 2019 and 2018.

of our CrowdPay Business

operates a white label capital raising platform that is used mainly by small and midsized businesses seeking to raise capital

and by 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 the JOBS Act, offerings

pursuant to Rule 506(b) and Rule 506(c) under Regulation D of 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 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.

CrowdPay has recognized

an immaterial amount of the Company’s revenue, if any, historically (including during the periods presented in the financial

statements included herein).

a SaaS company, CrowdPay offers white label Omni Channel e-commerce and content solutions for crowdfunding, while offering custom

solutions to broker dealers, merchant banks and securities law firms that have the need for platforms to market and collect offerings.

We install all software, backup, and update applications for all issuers that are customers of our platform.

CrowdPay works on

web-based computers, iOS and Android devices.

The platform can be up and running in approximately four to six weeks after the

initial onboarding process and configurations for hardware.

hosting, billing transactions and compliance are all provided for on the platform.

Our pricing model for these services ranges

from $25,000 to $100,000 per month, which includes transaction fees, set up fees and platform fees.

In lieu of cash fees, we may

also accept, on a case by case basis, equity shares from companies that use our platform (currently, we do not hold any equity

in companies that use our platforms).

special feature requiring development will be developed as custom work, and will be quoted prior to starting development.

our business model, there is a onetime upfront fee that provides for implementation and integration specified ACH and processing

credit cards for payments on the platform.

ACH and wire processing are required to be processed using our other subsidiaries,

eVance and OmniSoft.

Per corporate design, the portal provides processes for compliance with certain regulations, e-signatures,

accreditation and Bad Actor checks with integrated third party software.

CrowdPay is also connected to reputable service bureaus

that provide us with background checks.

The dashboard provides management and offering information on identity validation, custom

forms, know your customer (KYC), anti-money laundering (AML) checks, residency requirements and cool-off periods.

Crowdfunding platform monitors compliance with AML and KYC laws and regulations.

Our SaaP key feature integrations include:

delivery mechanisms, accounting management, search engine tools and cloud based tools through Microsoft Azure.

of Platform Offerings

Growth eREIT can be offered on a platform to focus primarily on opportunistic equity ownership of commercial real estate

assets that have greater potential to appreciate in value over time.

Income eREIT can be offered on a platform to focus primarily on debt investments in commercial real estate assets, which

typically generate steady cash flow throughout the life of the investment.

have clients in various industries including automotive, biotech and educational products that are currently utilizing the platform

to offer securities under Rule 506(c), Regulation A+ and Regulation CF.

Significantly,

we are one of the few crowdfunding platforms that can accept investments using credit cards, which we process through our eVance

title II –

Maximum Dollar Amounts

Types of Investors Permitted

Accredited –

up to 35 Non-Accredited

Only Accredited

Accredited and

Non-Accredited

Accredited and

Non-Accredited

Accredited and

Non-Accredited

Investment Limits

(the lesser of 5% or 10% of income or net worth)

for non-accredited investors (10% of income, net worth)

Typical Number of Investors

~1500 to ~5500

~2500 to ~7500

Stockholder Limits

2,000 accredited investors, 35 Non-Accredited friends and family investors.

2,000 accredited investors

Investor Liquidity

12-month hold

Transfer Agency to OTC or NASDAQ

TITLE II –

General Solicitation (Advertising) Allowed

Yes, but only through the portal.

Requires Integrated Escrow and Payment Processor

Allows ‘Test The Waters’

Requires a Funding Portal

Yes (register with FINRA)

Simultaneous Other Offerings Allowed For The Same Company

Average Time Before Launch

Filing Required

Regulatory Approval Required Prior to Launch

CF Portal = Yes Individual

Approximate Legal and Accounting Fees

$5,000 to $20,000

$5,000 to $15,000

$40,000 to $150,000

$50,000 to $200,000

Ongoing Reporting Requirements

Audited Financials

Social Sharing Allowed

partners are proven experts in their own fields.

CrowdPay integrates into software or may be available as third-party enhancements

or extensions.

CrowdPay constantly seeks to work with reputable partners as we continue to enhance our software and platform.

We currently partner with companies well known in the e-commerce and technology sectors, such as Profit Stars, DocuSign, Verify

Investors, Salesforce, Hub Spot, CFIRA, CFPA, Block Score, and LexisNexis.

are connected with our partners over APIs and have direct access to their products and services.

For example, our connection to

ProfitStars allows us to offer services directly to their clients, which includes credit unions and small banks under management.

eVance and OmniSoft are integrated into the back end system to process ACH and credit card transactions.

CrowdPay website builder enables a client to create a responsive website without coding that can be customized using desktops,

tablets, iPhones and Android mobile devices.

All CrowdPay websites follow Google’s SEO best practices and come with many

designs and widgets that enhance the user’s overall experience and exposure.

Our website builder offers an intuitive drag

and drop editor that creates efficiencies by significantly cutting down on development time.

Widgets make site building faster

where a client can copy and paste any element within a site.

every element in CrowdPay’s content management system, or CMS, can be customized on each device.

Alternatively, CrowdPay

offers pre-arranged templates.

A client can simply pick one and use our user-friendly, responsive website builder to bring the

client’s vision to life.

A client can pull from a library of free stock images, upload or import images from any URL to

easily express their unique concept and corporate culture.

Our clients can improve their website’s search engine ranking

by setting up page titles and descriptions and approximately 300 redirects.

Images uploaded to CrowdPay’s CMS are automatically

resized and compressed so they load seamlessly across desktop, tablet and mobile devices.

Our website builder displays blogs seamlessly

across desktop, tablet, and mobile devices.

ATOM and RSS feeds are automatically generated.

Automatic backups are created every

time you make changes and publish them.

In addition, clients can revert back to any version at any time.

crowdfunding platform competes with companies such as Start Engine, Crowd Engine and SeedInvest.

between the subsidiaries

success of our business model is dependent on the synergies between the business segments operated by our subsidiaries.

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The offered Merchant Services products we provide

will enable all processing needs for the Omnicommerce system.

will enable all processing needs for the Omni-commerce system.

The gateway will allow merchants that are using the platform to

accept online ecommerce transactions.

OLB platform of services provides the following key advantages.

Market —

we can create a customized website for retailers within days and have it fully operational in less than 2 weeks.

accept online E-commerce transactions.

believe that our platform of services will provide the following key advantages.

to Market —

we can create a customized website for retailers within days and have it fully operational in less than

● Cost —

we believe that we are the only content service provider that does not charge a setup fee (note that our OmniSoft and Crowdpay

services do have initialization fees)

● Flexibility

we believe that we are the only content service provider that does not charge a setup fee.

● Flexibility —

our platform has the flexibility to provide customized solutions for partners.

we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or

run promotions.

● Pricing —

we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

processing —

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debited for payment.

a result of our various business platforms, we service a wide array of customers, including:

sites, portals, Internet Service Providers (ISPs) and Fortune 1,000 companies with high traffic but no e-commerce functionality

searching for a fully outsourced solution, or with some e-commerce in place but are seeking either an additional channel or a

more effective market approach.

● System integrators

and web developers who can provide added value to their customers or generate additional revenue by including e-commerce functionality

in their offerings.

“brick & mortar”

businesses that have inventory and fulfillment capability but do not wish to create and maintain

an e-commerce website and infrastructure.

to early-stage companies looking for an effective and less costly way to raise capital.

January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a "Public Health Emergency of

International Concern"

can assist existing “brick & mortar”

businesses that have inventory and fulfilment capability but do not

wish to create and maintain an e-commerce website and infrastructure to sell their products.

can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.

Associated with our Business

business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you

decide to buy our securities.

In particular, you should consider the following risks, which are discussed more fully in the section

entitled “Risk Factors”

in this Annual Report:

acquisition of eVance and share exchange with OmniSoft and CrowdPay has collectively formed a new business platform which we are

continuing to integrate into our overall operations, and which may create certain risks and may adversely affect our business,

financial condition or results of operations;

failure to pay our outstanding indebtedness will result in a substantial loss of our assets;

operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact

on our business and financial condition;

rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties,

trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only

limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information

or prevent third-parties from making unauthorized use of our technology;

growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales

to both new and existing merchants;

we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this

Annual Report, if there are unanticipated expenses, insufficient cash from operations or the impact of the COVID-19 pandemic results

in a larger than anticipated decline in transactions, we may require additional capital to continue our operations which may not

be available, or if available, may not be available on reasonable terms.

January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency

of International Concern”

and on March 11, 2020, declared it to be a pandemic.

The virus and actions taken to mitigate its spread

have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries,

The virus and actions taken to mitigate its

spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries,

including the geographical areas in which the Company operates.

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to address potential changes to the purchase patterns of consumers.

In addition, it is focusing on servicing merchants that sell

products with an extended delivery time frame, that have products that are paid for in advance, and that work in the catering,

ticketing, limo and travel related businesses which have been directly impacted by the social distancing requirement of the pandemic.

Further, for those of the Company’s employees that are able to perform their job remotely, the Company has implemented a

“remote work”

policy and provided employees with the technology necessary to do continue to do their jobs from home

and for those employees that are unable to perform their job from a remote location, the Company has taken steps to ensure appropriate

distancing and added sanitizing stations along with requiring frequent hand washing and work station cleaning.

it is unknown how long these conditions will last and what the complete financial impact it will have on the Company, the financial

services and payment technology industries in which we operate depend heavily upon the overall level of consumer, business and

government spending.

A sustained deterioration in general economic conditions resulting in less consumer, business and government

spending may adversely affect our financial performance by reducing the number or average purchase amount of transactions we process.

If our customers make fewer sales of products and services using electronic payments, or consumers spend less money through electronic

payments, whether due to the outbreak of the COVID-19 virus, change of consumer behavior or otherwise, we will have fewer transactions

to process at lower dollar amounts, resulting in lower revenue making it reasonably possible that we are financially vulnerable

to the effects of the pandemic.

In addition, the Company is focusing on servicing merchants

that sell products with an extended delivery time frame, that have products that are paid for in advance, and that work in the

catering, ticketing, limo and travel related businesses which have been directly impacted by the social distancing requirement

of the pandemic.

Further, for those of the Company’s employees that are able to perform their job remotely, the Company

has implemented a “remote work”

policy and provided employees with the technology necessary to do continue to do their

jobs from home and for those employees that are unable to perform their job from a remote location, the Company has taken steps

to ensure appropriate distancing and added sanitizing stations along with requiring frequent hand washing and work station cleaning.

Company has experienced disruptions to its business and has observed disruptions for the Company’s customers and merchants

which has resulted in a decline in transaction volume.

While the volume of processing transactions by merchants in March 2020

was relatively in-line with the Company’s expectations that the number of transactions during March would be below the prior

year because states in the United States began to implement stay-at-home orders, the number of transactions and resulting

revenue was approximately 15% lower in March than in February and 30% lower in April than in March.

In May, the number of transactions

increased whereby they were 5% higher than in April, and in June, when some states began to reopen businesses, transactions were

7% higher than May.

The Company’s revenue during the period of time decreased and then increased in the amount of similar

to the percentage of month-to-month transaction volume.

The following is a summary of a comparison of the number of transactions

and transaction revenue for the second quarter, third quarter and fourth quarter of 2020.

Second Quarter 2020

Third Quarter 2020

Transaction Vol

Third Quarter 2020

Fourth Quarter 2020

Transaction Vol

do estimate that the number of transactions will continue to stay at a depressed level or further decline from the prior year,

along with revenues, until the response to the COVID-19 pandemic relaxes and allows customers to make more point of purchase transactions

for merchants and/or more merchants provide for additional contactless and online purchase options.

The anticipated amount of

anticipated decline from prior year is unknown, but it will be impacted by when consumers return to the level of purchasing that

occurred in the prior year and before the pandemic.

The Company does not anticipate that the pandemic will have a material impact

on the Company’s business or liquidity.

However, additional closings and reopenings of businesses in the future will likely

result in a month over month volatility similar to what occurred in 2020.

aspects of our service areas are subject to U.S.

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products and services utilize a combination of proprietary software and hardware that we own and license from third parties.

the last few years, we have developed a payment gateway, merchant boarding system, ecommerce platform, recurring billings and

the last few years, we have developed a payment gateway, merchant boarding system, E-commerce platform, recurring billings and

a crowdfunding platform.

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include, but are not limited to:

required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or

the Sarbanes-Oxley Act);

disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

not being required

to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley

reduced disclosure

obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute

payments not previously approved.

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

What changed 10-K

Item 1. Business