What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-30 compared with 2020-04-29 · 157 added, 345 removed, 70 unchanged (88% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

common stock is quoted under the symbol “OLBG”

on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group,

(“OTC Pink”), but an established public trading market for our common stock does not exist.

The range of reported

high and reported low sales prices per share for our common stock for each fiscal quarter during 2019 and 2018, as reported by

the OTC Markets Group, is set forth below.

August 11, 2020, our common stock was trading under the symbol “OLB”

on the NASDAQ Capital Market (“NASDAQ”).

Prior to August 11, 2020, our common stock was quoted under the symbol “OLBG”

on the Pink Open Market (f/k/a OTC Pink)

published by OTC Markets Group, Inc.

(“OTC Pink”), where an established public trading market for our common stock

did not exist.

The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter

during 2020 and 2019, as reported by NASDAQ and the OTC Markets Group, is set forth below.

common stock Price Ranges

Year 2019, Quarter Ended:

Fiscal Year 2020, Quarter Ended:

March 31, 2020

2 unchanged sentences

December 31, 2020

Year 2018, Quarter Ended:

Fiscal Year 2019, Quarter Ended:

March 31, 2019

2 unchanged sentences

December 31, 2019

April 24, 2020 there were approximately 372 holders of record of our common stock, although we believe that there are other persons

March 22, 2021 there were approximately 367 holders of record of our common stock, although we believe that there are other persons

who are beneficial owners of our common stock held in street name.

32 unchanged sentences

The accounts consist of businesses across the United States with no concentration of industries or merchants.

summary of gross transactions processed by our merchants is presented below:

Number of Transactions

$ 937,857,730

$ 726,804,840

$260,437,126 in aggregate transaction volume and 4,329,669 of transactions which occurred prior to our acquisition of substantially

all of the assets of Excel in April 2018.

Due to the lack of a sales team, attrition has outpaced new monthly sales.

have finalized the integration of all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile

payment gateway, SecurePay.comTM.

Final integration was finish during the first quarter of 2020.

SecurePay.comTM, is currently

used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000 of monthly gross transactions

(though our revenue from these transactions is limited).

In July 2019, we launched a new merchant and ISO boarding system that

will be able to onboard merchants instantly.

This will provide 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.

have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway,

SecurePay.comTM.

SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately

$9,000,000 of monthly gross transactions (though our revenue from these transactions is limited).

In July 2019, we launched a

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

This will provide 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.

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”).

included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

of Operations

Ended December 31, 2020 Compared to the Year Ended December 31, 2019

For the year ended December

31, 2019, we had total revenue of $10,291,524 compared to $9,019,876 of revenue for the year ended December 31, 2018.

in revenue during the period is the result of the recognition of revenue related to the Asset Acquisition for the full year in

We earned $10,177,931 in transaction and processing fees, $88,797 in merchant equipment sales and $24,796 in other revenue

from our insurance subscription program during the current period, compared to $8,863,008 in transaction and processing fees,

$35,756 in merchant equipment sales and $121,112 in other revenue during the prior year.

On a pro forma basis inclusive of the

Asset Acquisition, our revenue for the year ended December 31, 2018 was $12,194,415.

Our 2019 total revenue was less than pro

forma revenue for the same period due primarily to merchant attrition.

the year ended December 31, 2020, we had total revenue of $9,766,621 compared to $10,291,524 of revenue for the year ended December

31, 2019, a decrease of $524,903 or 5.1%.

We earned $8,358,459 in transaction and processing fees, $88,538 in merchant equipment

sales and $1,319,624 in other revenue from monthly recurring subscriptions, compared to $10,177,931 in transaction and processing

fees, $88,797 in merchant equipment sales and $24,796 in other revenue during the prior year.

transaction and processing fee revenue decreased $1,819,475 in the current year primarily due to merchant attrition and the initial

impact of the COVID-19 pandemic and the reduction in transactions processed while businesses were closed and customers stayed

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, when some states began to reopen businesses and relax stay-at-home orders,

the number of transactions increased whereby they were 5% higher than in April, and in June, transactions were 7% higher than

July, August and September have shown month over month increases of 3%, 3% and 7% respectively.

This trend continued through

the year-end with the three months ended December 31, 2020 increasing 4% compered to the three months ended September 30, 2020.

the year ended December 31, 2020, we had processing and servicing costs of $6,003,931 compared to $6,723,666 of processing and

servicing costs for the year ended December 31, 2019.

Processing and servicing costs increased by $731,047, or 12%, for the year

ended December 31, 2019, primarily due to an increase in transactions processed and an increase in equipment sold.

the increase in processing and servicing costs during the period is the result of the recognition of the costs related to the

Asset Acquisition for the full year in 2019.

During the period from January 1, 2018 through April 8, 2018, Excel had processing

and servicing costs of $1,748,141.

On a pro forma basis, inclusive of the Asset Acquisition, our processing and servicing costs

for the year ended December 31, 2018 were $7,740,760.

The decrease in processing and servicing costs from the year ended December

31, 2018 on a pro forma basis compared to the year ended December 31, 2019 is due to our lack of a sales team resulting in lower

sales and the fact that we did not have a customer retention program in place to replace lost merchants and regain new merchants.

For the year ended

December 31, 2019, we had amortization expense of $812,857 compared to $541,904 amortization expense for the same period in 2018,

an increase of $270,953 or 50%.

The increase in amortization expense for the year ended December 31, 2019 is the result of the

recognition of amortization expense associated with the Asset Acquisition for the full year in 2019 as compared to only from April

9, 2018 through December 31, 2018 for year ended December 31, 2018.

During the period from January 1, 2018 through April 8, 2018,

Excel had amortization expense of $90,739.

On a pro forma basis inclusive of the Asset Acquisition, we had amortization expense

$812,857 for the year ended December 31, 2018.

For the year ended

December 31, 2019, we had salary and wage expense of $1,490,762 compared to $1,401,192 for the same period in 2018, an increase

Processing and servicing costs decreased by $719,735 or 10.7% because of

the decrease in the number of transactions processed during the period and the reasons discussed above relating to the COVID-19

expense for the year ended December 31, 2020 was $844,423 compared to $812,857 for the year ended December 31, 2019, an increase

of $31,566 or 3.9%.

The increase of salary and wage expense during the period is the result of recognition of expenses following

the Asset Acquisition for the full year in 2019 compared to only April 9, 2018 through December 31, 2018 in 2018..

period from January 1, 2018 through April 8, 2018, Excel had salary and wage expense of $374,345.

On a pro forma basis, inclusive

of the Asset Acquisition, our salary and wage expense was $1,775,537 for the year ended December 31, 2018.

On a pro forma

basis salary and wage expense decreased in the current period due to the decrease in our sales force, and other personnel.

the year ended December 31, 2019, our outside commission expense was $115,584 compared to $181,510 for the year ended December

We record amortization expense on our merchant portfolio and trademarks.

and wage expense for the year ended December 31, 2020 was $1,363,451 compared to $1,490,762 for the year ended December 31, 2019,

a decrease of $127,311 or 8.5%.

Outside commission expense decreased in the current period due to the decrease in sales

activity and outside service providers.

During the period from January 1, 2018 through April 8, 2018, Excel had outside commission

expense of $508,296.

On a pro forma basis, inclusive of the Asset Acquisition, our outside commission expense for the year ended

December 31, 2018 was $689,806.

On a pro forma basis outside commission expense also decreased due to the decrease in sales activity

and outside service providers.

the year ended December 31, 2019, we had General and Administrative (“G&A”) expenses of $1,417,518 compared to

$1,435,717 for the year ended December 31, 2018.

The decrease in the current year can be attributed to a decrease in audit fees.

Some of our larger G&A expenses included rent, stock-based compensation, professional fees and computer and internet expense.

During the period from January 1, 2018 through April 8, 2018, Excel had G&A expense of $367,524.

On a pro forma basis, inclusive

of the Asset Acquisition, our G&A expense for the year ended December 31, 2018 was $1,299,897.

the year ended December 31, 2019, we incurred $1,249,154 of interest expense compared to $883,316 for the same period in 2018.

Interest expense has increased due to the additional debt incurred in April 2018 in connection with the Asset Acquisition and

the increased balances on our related party debt.

For the year ended December 31, 2019 we had a gain on settlement of debt of

$172,390 recognized from performance obligations satisfied (or partially satisfied) in previous periods in connection with a legal

In 2018 we also had a $16,039 gain on forgiveness of debt and $6,799 of interest income.

During the period from January

1, 2018 through April 8, 2018, Excel had interest expense of $832,564.

On a pro forma basis inclusive of the Asset Acquisition,

our interest expense was $1,189,566 for the year ended December 31, 2018.

net loss for the year ended December 31, 2019, was $1,343,412 compared to $1,393,544 for the same period in 2018.

in net loss is the result of our increased revenue.

During the period from January 1, 2018 through April 8, 2018, Excel had a

net loss of $746,162.

On a pro forma basis inclusive of the Asset Acquisition, our net loss was $1,290,262 for the year ended

December 31, 2018.

Salary and wage expense decreased in the current period due to the reductions in our sales force,

and other personnel made during 2019 and 2020 and not replaced in 2020.

and Administrative (“G&A”) expense for the year ended December 31, 2020 was $2,289,521 compared to $1,533,102

for the year ended December 31, 2019, an increase of $756,419 or 49.3%.

Some of our larger G&A expenses included rent, stock-based

compensation, professional fees and computer and internet expense.

In the current period we incurred additional professional fees

related to the completions of our public offering and amendments to our senior and subordinated loans.

Audit fees were increased

by approximately $39,000 and legal and other professional fees increased by approximately $123,000.

We also recognized an additional

$237,000 of stock-based compensation in the current year.

the year ended December 31, 2020, we incurred $1,043,933 of interest expense, compared to $1,249,154 for the year ended December

31, 2019, a decrease of $205,221 or 45.1%.

The decrease in interest expense is primarily due the conversion of all related party

debt during the third quarter of 2020.

net loss for year ended December 31, 2020 was $1,776,727 compared to $1,343,412 for year ended December 31, 2019.

We had an increase

in our net loss of $428,332 for the reasons discussed above.

and Uncertainties

2 unchanged sentences

New York and Atlanta areas, including the location of the Company’s corporate headquarters and its operations business,

are currently experiencing significant impact of the coronavirus outbreak in the U.S.

continue to experience significant impact of the COVID-19 outbreak in the U.S.

The Company is currently following the recommendations

of local health authorities to minimize exposure risk for its employees and visitors.

However, the scale and scope of this pandemic

is unknown, and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time.

While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19 during

2020 and believe that its business being principally operated using digital platforms, in the long-term, will suffer minimal negative

impact, there is no guarantee that the Company’s continuity plan will be successful, that the Company’s merchants

will meet the number of forecasted transactions due to a change in consumer activity around point of sale purchasing resulting

from the temporary closure of businesses.

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

However, the scale and duration of this

pandemic is unknown, and the duration of the business disruption and related financial impact cannot be reasonably estimated at

While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19

during 2021 and believe that its business being principally operated using digital platforms, in the long-term, will suffer minimal

ongoing negative impact, there is no guarantee that the Company’s continuity plan will be successful, that the Company’s

merchants will meet the number of forecasted transactions due to a change in consumer activity around point of sale purchasing

resulting from the temporary closure of businesses.

2020, the Company experienced certain disruptions to its business and disruptions for the Company’s customers and merchants

that may materially affect the number of transactions processed by the Company.

Similarly, the response to the COVID-19 pandemic

could have a long-term impact on the Company’s customers and/or merchants during and after 2020 which could reduce their

demand for Company products.

The extent to which COVID-19 or any other health epidemic may impact the Company’s results

for 2020 and beyond will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of the economic impact of the response to the COVID-19 pandemic.

Accordingly, COVID-19

could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects

during 2020 and beyond.

The extent to which COVID-19 or any other health

epidemic may impact the Company’s results for 2021 and beyond will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of the economic impact of the response

to the COVID-19 pandemic.

Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results

of operations, financial condition and prospects during 2021 and beyond.

and Capital Resources

in Cash Flows

ended December 31, 2019, $244,868 in cash was provided by operating activities, which included our net loss offset by

$842,149 for amortization and depreciation expense, $265,050 for stock-based compensation, an increase to accounts receivable

of $73,294 and an increase to related party accruals of $372,014.

During the period from April 9, 2018 through December 31,

2018, $131,092 in cash was used by operating activities, which included our net loss offset by $582,559 for amortization and

depreciation expense, $185,963 for stock-based compensation, a decrease to accounts receivable of $63,869 and an increase to

related party accruals of $239,310.

the year ended December 31, 2020, we used $327,267 of cash in operating activities, which included our net loss offset by $861,269

for amortization and depreciation expense, $502,105 for stock-based compensation, and net changes in operating assets and liabilities

the year ended December 31, 2019, $244,868 in cash was provided by operating activities, which included our net loss offset by

$842,149 for amortization and depreciation expense, $265,050 for stock-based compensation and net changes in operating assets

and liabilities of $481,081.

the year ended December 31, 2020 we used $150,000 of cash used for investing activities.

The $150,000 represents the purchase

price in connection with the POSaBIT Asset Acquisition.

For the year ended December 31, 2019, no cash was used for investing activities.

the period from April 9, 2018 through December 31, 2018, $217,678 in cash was provided by investing activities, $174,967 of

which was proceeds from a note receivable and $42,711 of cash received from the asset acquisition.

For the year ended December

31, 2019, $151,616 in cash was provided by financing activities.

We received $361,467 from related party loans which was offset

by $210,305 of deferred offering costs.

During the period from April 9, 2018 through December 31, 2018, $25,000 in cash was provided

by financing activities.

We received $3,055,000 from related parties, $30,000 of which was repaid, and we repaid $3,000,000 of

a note payable.

There were no financing activities for the period from January 1, 2018 through April 7, 2018.

the year ended December 31, 2020, we received net cash of $3,794,142 from financing activities.

$1,845,155 was repaid on our loan

We received $236,231 from the Paycheck Protection Program loan under the CARES Act and a total of $5,192,761 from the

sale of stock and warrants.

For the year ended December 31, 2019, $151,616 in cash was provided by financing activities.

$361,467 from related party loans which was offset by $210,305 of deferred offering costs.

and Capital Resources

December 31, 2019, the Company had cash of $507,616 and a working capital deficit of $1,382,325.

For the year ended December 31,

2019, the Company’s net loss was $1,343,412.

As a result of the Company’s operating cash flows and working capital

needs, which required it to obtain loans from a related party, at December 31, 2019 the Company was not in compliance with certain

financial covenants required by the Credit Agreement.

Further, in connection

with the response to the COVID-19 pandemic in the United States, the Company has experienced certain 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 was relatively in-line with the Company’s expectations,

it is expected that the number of transactions and resulting revenue could be as much as 40% lower than March during the month

We estimate that the number of transactions will continue to decline, along with revenues, until the response to the

COVID-19 pandemic allows customers to make more point of purchase transactions for merchants and more merchants provide for additional

contactless and online purchase options.

Based on this, the Company expects an overall decrease in revenue and cash flows from

operations during the remainder of 2020 as compared to 2019.

As a result of these factors, the Company determined it was necessary

to take certain corporate actions in connection with its overall analysis to determine whether or not his has sufficient liquidity

to continue as a going concern for a period of at least twelve months from the date its financial statements were issued.

On April 24, 2020, the

Company entered into Amendment No.

4 to Loan and Security Agreement (“Amendment No.

4”) amending the Credit Agreement.

The purpose of Amendment No.

4 was to extend the Maturity Date of the indebtedness to April 9, 2022 and to waive any outstanding

events of default.

In consideration for the foregoing, the Credit Agreement was amended to include a new principal repayment schedule

under the note whereby the Company paid an amount equal to $125,000 upon execution of Amendment No.

4 and the Company agreed to

make a monthly payment of $25,000 per month, commencing May 1, 2020, and on the first business day of each calendar month thereafter

until the required balloon payment on April 9, 2022.

In the event that the Company does not make a monthly payment, Messrs.

and Herzog will have the ability to make an equity contribution to the Company for the sole purpose of paying the monthly payment

obligation of the Company under the Credit Agreement.

In addition, included in the working capital deficit described above as

of December 31, 2019 was accrued payroll, a note payable and other expenses due to the Company’s Chief Executive Officer,

Ronny Yakov, in the amount of $993,458, which he has agreed to defer receiving payment until December 31, 2022.

also believes that it has reduced operating expenses sufficiently during 2019 allowing it to maintain its ongoing operations despite

the anticipated decrease in revenues during 2020.

As such, the Company believes it will be able fund future liquidity and capital

requirements through cash flows generated from its operating activities for a period of at least twelve months from the date its

financial statements are issued.

As mentioned above, in

the event that the response to the pandemic results in a greater than anticipated reduction in processing transaction volume or

revenue or expenses are otherwise do not meet our expectations, the Company can further reduce or defer expenses.

More specifically,

the Company could (a) implement certain discretionary cost reduction initiatives relating to our spend on employee travel and

entertainment, consulting costs and marketing expenses, (b) negotiate additional deferred salary arrangements with Mr.

other employees, (c) furlough employees or reduce headcount, (d) negotiate extensions of payments of rent and utilities, or (e)

enter in or to additional short term loans with Mr.

Yakov whereby certain of our expenses as they come due continue to be paid

by him and not immediately reimbursed as a normal business expense.

In addition, on December 10, 2019, Mr.

John Herzog, a related

party and significant stockholder, provided a letter to the Company whereby he addressed his prior commitments to provide financial

assistance to the Company and agreed to assist with our ongoing working capital needs, upon request through the earlier of (a)

the closing of a potential public offering of the Company’s common stock and warrants or (b) November 2020 (other than our

obligations to pay principal or interest with respect to the Credit Agreement).

Other than with respect to our long-term debt,

there are no other limitations or restrictions to the amount of working capital funding that may be provided by Mr.

the event that we deem it necessary to request an advance from Mr.

Herzog, we expect to negotiate the terms of such advance at

Herzog has committed to not terminate this commitment during its term, but we do not believe that we have recourse

in the event that such commitment is terminated.

the Company has applied for a Paycheck Protection Program loan for approximately $225,000 under the CARES Act and it is planning

a public offering of its Common Stock during 2020.

Although proceeds from either not assured, additional working capital would

be available from both initiatives if the Company were successful in obtaining capital from either source.

Information Regarding Our Credit Agreement

following the execution of Amendment No.

4, we are in compliance, we have not complied with these obligations at certain times

since the Credit Agreement was entered into and were obligated to obtain certain waivers and modifications of these provisions

to avoid an acceleration event under the Credit Agreement.

If we are not able to remain in compliance with these obligations,

the creditor may accelerate the maturity of the loan or may require us to adhere to stricter financial covenants in exchange for

While we expect to comply with these financial covenants, we cannot guarantee our ability to do so.

Although it has

entered into Amendment No.

4 which extended the maturity date, the Company is exploring refinancing solutions for more advantageous

terms for its long-term debt either with new debtholders.

If the Company is unable to refinance its debt or is unable to satisfy

its obligations as they become due, the Company may be required to sell assets to repay all or part of the debt or replace the

debt with less favorable terms.

respect to its senior debt, the Company is required to maintain the following financial covenants in order to avoid an event of

(1) a Fixed Charge Coverage Ratio not be less than 1.20:1.00, measured in each case on a trailing twelve month basis

and (2) net revenue of the Company shall not be less than (x) until June 30, 2021 $9,000,000 and (y) from and after July 1, 2021,

on a trailing twelve-month basis.

The Fixed Charge Coverage Ratio is defined as the ratio of (A) EBITDA for each

fiscal month minus unfinanced capital expenditures (but not less than zero) for such fiscal month to (B) the sum of (i) all principal

payments scheduled to be made during or with respect to such period, plus (ii) all interest expense for such period paid or required

to be paid in cash during such period, plus (iii) all federal, state, and local income taxes paid or required to be paid for such

period, plus (iv) all cash distributions, dividends, redemptions and other cash payments made or required to be made during such

period with respect to equity issued by the Company.

December 31, 2020, the Company had cash of $3,824,491 and working capital of $3,205,807.

connection with the response to the COVID-19 pandemic in the United States, the Company has experienced disruptions to its business

and has observed disruptions with its customers and merchants, which has resulted in a decline in transaction volume.

volume of processing transactions by merchants in March 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, when some states began to reopen businesses and relax stay-at-home orders, the number of transactions increased

whereby they were 5% higher than in April, and in June, transactions were 7% higher than May.

July, August and September have

shown month over month increases of 3%, 3% and 7%, respectively.

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.

Company’s revenue during the period of time decreased and then increased in the amount similar to the percentage of month-to-month

transaction volume.

Despite recent increases in volume, the Company estimates that the number of transactions will continue to

stay at a depressed level, along with revenues, until the economic impact of and response to the COVID-19 pandemic allows

customers to make more point of purchase transactions for merchants, customers become more comfortable shopping in stores and/or

more merchants provide for additional contactless and online purchase options.

The anticipated amount of 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.

However, additional closings and reopenings of businesses or if additional businesses cease to operate in the future

will likely result in a month over month decline and then increase similar to what occurred in March through June 2020.

August 11, 2020, the Company closed an offering of its securities (the “Offering”) for gross proceeds of $6.45 million.

The Company sold 700,000 units consisting of (a) one share of our common stock;

(b) two Series A Warrants, and (c) one-half of

one Series B warrant.

In addition, the underwriter fully exercised its option to purchase 210,000 Series A warrants and 52,500

Series B warrants.

While 20% of the net proceeds of $5.5 million was used to repay a portion of our outstanding Term Loan, immediately

following the Offering, the Company had cash of $5.6 million on hand.

As such, the Company believes it will be able fund future

liquidity and capital requirements through cash flows generated from its operating activities for a period of at least twelve

months from the date its condensed consolidated financial statements are issued.

August 11, 2020, Mr.

Herzog converted $3,612,940 of indebtedness into 3,612 shares of Series A Preferred Stock (the terms of which

are described below) and 802,875 Series A Conversion Warrants with an exercise price of $9.00 and 200,719 Series B Conversion

Warrants with an exercise price of $4.50.

on August 11, 2020, Mr.

Yakov converted $1,021,512 of indebtedness into 1,021 shares of Series A Preferred Stock (the terms of

which are described below) and 227,003 Series A Conversion Warrants with an exercise price of $9.00 and 56,751 Series B Conversion

Warrants with an exercise price of $4.50.

March 2, 2021, the Company, utilizing a portion of funds received upon the exercise of outstanding warrants, paid approximately

$7.7 million to the Agent under the Credit Agreement (the “Prepayment”).

This Prepayment resulted in the discharge

in full of all of the obligations under the Credit Agreement.

In connection with the extinguishment of the obligations under the

Credit Agreement, 40,000 warrants to purchase Common Stock were cancelled.

the payment and discharge of the Term Loan and conversion of indebtedness held by Messrs.

Herzog and Yakov, the Company has approximately

$549,200 of outstanding liabilities.

addition, the Company has received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP

Loan”).

The Paycheck Protection Program provides that the use of PPP Loan proceeds was limited to certain

qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act.

Company believes it has used the PPP Loan for permitted uses whereby it will be forgiven in full, although no assurance

can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan.

Company has reviewed its cash flow for 2020, projected operating cash flows for 2021 and 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.

As a result of the improved transaction volume trends the Company experienced in the

six month period ended December 31, 2020, as well as the funds received from the capital raises discussedabove, the Company believes

it has sufficient liquidity in order to sustain operations for at least of the following twelve months.

Sheet Arrangements

4 unchanged sentences

and recently adopting and issued accounting standards.

Pro Forma Condensed Combined Financial Information for the Year Ended December 31, 2018

following unaudited pro forma condensed combined financial information is based on the historical financial statements of the

Company and Excel after entering into an agreement on April 9, 2018 whereby the Company agreed to acquire the net assets

The notes to the unaudited pro forma condensed combined financial information describe the reclassifications and adjustments

to the financial information presented.

unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is presented as if the

acquisition of Excel had occurred at the beginning of the year presented.

unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s

consolidated results of operations or financial position that the Company would have reported had the Excel acquisition been completed

as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation

or financial position.

unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions,

regulatory matters or any anticipated synergies, operating efficiencies or cost savings that may be associated with the acquisition.

The unaudited pro forma condensed combined financial data also do not include any integration costs, cost overlap or estimated

future transaction costs, except for fixed contractual transaction costs that the companies expect to incur as a result of the

historical financial information has been adjusted to give effect to events that are directly attributable to the acquisition,

factually supportable and expected to have a continuing impact on the results of the combined company.

The adjustments that are

included in the following unaudited pro forma condensed combined financial statements are described in Note 3 below, which includes

the numbered notes that are marked in those financial statements.

Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2018

The OLB Group, Inc.

Excel Corporation

For the period from

Pro Forma Adjustments

Pro Forma Combined

Transaction and processing fees

Merchant equipment sales and other

Other revenue

Total revenue

Operating Expenses:

Processing and servicing costs, excluding merchant portfolio amortization

Amortization expense

Salaries and wages

Outside commissions

General and administrative

Total operating expenses

Income (loss) from operations

Other Expense:

Interest expense

Interest expense, related party

Gain on settlement of payables

Total other expense

$ (1,393,544 )

$ (1,290,262 )

Net loss per common share, basic and diluted

Weighted average number of common shares outstanding,

basic and diluted

BASIS OF PRO FORMA PRESENTATION

unaudited pro forma condensed statement of operations for the year ended December 31, 2018, is based on the historical financial

statements of the Company and Excel as of December 31, 2018 after giving effect to the Company’s acquisition of

Excel that was consummated on April 9, 2018 and adjustments described in the accompanying notes to the unaudited pro

forma condensed combined financial information.

unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial

statements and accompanying notes of the Company for the years ended December 31, 2018 and December 31, 2019.

terms utilized in these notes to the unaudited pro forma condensed combined financial statements are specific to these notes and

should not be attributed to any other portion of this report.

ACQUISITION OF EXCEL

April 9, 2018, Securus365, Inc., a Delaware corporation (“Securus”), eVance Capital, Inc., a Delaware corporation

(“eVance Capital”), and eVance Inc., a Delaware corporation (“eVance”, and collectively with Securus and

eVance Capital, the “Purchasers”), each of which Purchaser is a newly formed wholly-owned subsidiary of The OLB Group,

Inc., a Delaware corporation (the “Company”), entered into a Memorandum of Sale (the “Memorandum of Sale”)

by and among the Purchasers and GACP Finance Co., LLC, a Delaware limited liability company (“GACP”), acting solely

in its capacity as administrative agent and collateral agent to certain secured lenders of the Debtors (as defined below), pursuant

to which the Purchasers acquired substantially all of the assets of the Debtors (the “Asset Acquisition”) through

a foreclosure sale arranged by GACP under the Uniform Commercial Code of the State of New York (“UCC”) of the collateral

of Excel Corporation (“Excel”) and its subsidiaries, Payprotec Oregon, LLC, Excel Business Solutions, Inc.

Processing, Inc.

(Excel and such subsidiaries, collectively, the “Debtors”) under the Loan and Security Agreement,

dated as of November 2, 2016, by and among GACP, the lenders thereunder and the Debtors, and related loan documents, as amended

(the “Excel Loan and Security Agreement”).

exercised its post-default remedies and realized on the collateral securing the Debtors’

obligations under the Excel

Loan and Security Agreement by conducting a public auction of certain assets of the Debtors on April 9, 2018 in accordance

with the UCC.

The Purchasers submitted the Memorandum of Sale at such auction, which constituted the Purchasers’

substantially all of the assets of the Debtors (“Acquired Assets”), which bid was accepted by GACP on April 9,

2018 in connection with the simultaneous signing and closing (the “Closing”) of the transactions contemplated under

the Memorandum of Sale and the Credit Agreement (defined below).

consideration for the sale and transfer of the Acquired Assets at the Closing, the Purchasers assumed certain post-Closing obligations

under assigned contracts and paid to GACP the sum of $12,500,000, through the deemed simultaneous financing of such purchase price

to the Purchasers under the Credit Agreement.

Pursuant to the Memorandum of Sale, the Purchasers purchased from GACP and accepted

all of the Debtors’

right, title and interest in and to the Acquired Assets “as is”, “where is”

and “with all faults”

and without any representations or warranties, express or implied, of any nature whatsoever.

Any representations made by the parties in the Memorandum of Sale did not survive the Closing, and there is no indemnification

rights for either party’s breach.

acquisition date estimated fair value of the consideration transferred consisted of the following:

Closing amount financed

The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:

Tangible assets acquired

Liabilities assumed

Net tangible assets

Goodwill and other intangibles

Total purchase price

Company accounts for acquisitions in accordance with the provisions of ASC 805-10.

The Company assigns to all identifiable assets

acquired a portion of the cost of the acquired net assets equal to the estimated fair value of such assets at the date of acquisition.

The Company records the excess of the cost of the acquired net assets over the sum of the amounts assigned to identifiable assets

acquired as goodwill.

Company accounts for and reports acquired goodwill under Accounting Standards Codification subtopic 350-10, Intangibles-Goodwill and

Other (“ASC 350-10”).

In accordance with ASC 350-10, at least annually, the Company tests its intangible assets for

impairment or more often if events and circumstances warrant.

Any write-downs will be included in results from operations.

PRO FORMA ADJUSTMENTS

following pro forma adjustments are included in the Company’s unaudited pro forma condensed combined financial information:

(1) Adjustment

to give effect to the increase in amortization expense for the period as a result of the Company’s capitalization of intangible

assets in connection with the Acquisition.

(2) Adjustment

to give effect to one-time fees associated with the Acquisition.

One-time fees consists of legal ($328,879), accounting

and audit ($80,090) and other professional fees ($94,375) specifically related to the activities associated with the Acquisition.

(3) Adjustment

to decrease interest expense as a result of the note entered into between the Company and GACP in connection with the Acquisition.

Quantitative and Qualitative Disclosures about Market Risk

2 unchanged sentences

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What changed 10-K

Item 5. Market for Registrant’s Common Equity