What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-30 compared with 2020-04-29 · 404 added, 134 removed, 316 unchanged (63% of the section changed)

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Other Information

4 to Loan and Security Agreement

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 our indebtedness and to waive certain

outstanding events of default.

Specifically, the Maturity Date of our indebtedness was extended for one year to April 9, 2022.

The lenders also waived the Company’s then existing default under the Credit Agreement from the date the default occurred

until the date of Amendment No.

These defaults were:

(i) failure to to notify the Agent that one or more of the Loan Parties

received proceeds from litigation and use the proceeds to make a prepayment of the Term Loan) above $99,999.99, (ii) one or more

of the Loan Parties incurred indebtedness in an aggregate amount of $386,467 during fiscal year 2019 as a result of not reimbursing

business expenses paid by Mr.

Yakov in the ordinary course, which indebtedness is not permitted under Section 5.23(f) of the Credit

Agreement (“

Debt Default ”) and (iii) Lender has not received financial statements and covenant compliance certificate

of the Company as parent guarantor and the Borrowers for the fiscal year ended December 31, 2019 within 90-days of such fiscal

year end as required by Section 5.15(a) of the Credit Agreement.

In addition, Amendment No.

4 provides the Company with a limited

waiver permitting the Company to incur government funded indebtedness from the United States CARES Act loan programs.

the financial covenants were amended whereby Consolidated Net Revenue for any rolling 12-month period shall not be less than $9,000,000

until June 30, 2021 and $10,000,000 from and after July 1, 2021.

consideration for the foregoing, the Credit Agreement was amended to include a new repayment schedule under the Term Loan 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.

In the event that

the Company does not make a monthly payment, Messrs.

Yakov and Herzog will have the ability to make an equity contribution to

the Company for the sole purpose of enabling the Company to pay the monthly payment obligation of the Company under the Credit

In addition, the Company is required to pay to Lenders 100% of the proceeds from any favorable judgments from ongoing

litigation and 20% of the net proceeds from any future equity offering completed by the Company until the loan is repaid in full.

Directors, Executive Officers and Corporate Governance

following table sets forth the names, ages, and titles of our executive officers and directors.

Chief Executive Officer and

Chairman of the Board of Directors

Chief Executive

Officer and Chairman of the Board of Directors

Rachel Boulds

Chief Financial Officer

Chief Financial

Patrick Smith

Vice President

George Katsiaunis

Director and Chairman

of the Audit Committee

Director Nominee

Amir Sternhell

Director Nominee

Yakov is Chief Executive Officer, Chairman of the Board of Directors, founder and majority shareholder of the Company.

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Smith is Vice President of the Company.

Smith has over 20 years of finance, accounting and operational experience in the

merchant services industry.

Smith has over 20 years of finance, accounting and operational experience

in the merchant services industry.

Smith joined eVance (Formerly Calpian Commerce) in 2014 as Director of Finance.

Smith spent 2 years as Director of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.

He worked with Pay by Touch, a biometric payments start-up company based in San Francisco, and was part of the financial team

that raised over $300M in its capital funding.

Prior to eVance, Mr.

Smith spent 2 years as Director of Financial Planning and Analysis at Cynergy Data, an ISO with over

75,000 merchants.

He worked with Pay by Touch, a biometric payments start-up company based in San Francisco, and was part of

the financial team that raised over $300M in its capital funding.

From 1996 to 2004, Mr.

Smith worked for Concord EFS, a large merchant acquirer.

Smith worked for Concord EFS, a

large merchant acquirer.

His titles at Concord included Internal Audit, Financial Analyst and Vice President/Controller.

While at Concord EFS, he

was part of the diligence team that worked on several large acquisitions, including those of Star and EPS Debit networks.

While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including those of

Star and EPS Debit networks.

Kastisiaunis is one of our independent directors.

Kastisiaunis currently serves as a self-employed consultant.

has over 25 years of experience in the banking industry.

From 2017 to 2018, Mr.

Kastisiaunis served as a director of Mariner Bank

where he served on the Audit, Governance and Nominating Committees.

Previously, Mr.

Kastisiaunis was president and chief executive

officer of Alma Bank where he served from 2011 to 2017.

From 2004 to 2011, Mr.

Kastisiaunis served in several roles at Marathon

National Bank, including executive vice president and chief banking officer.

Kastisiaunis earned a BA in Computer Science

and MA in Management from City University of New York.

Kastisiaunis is also a member of the New York Bankers Association,

Hellenic Bankers Association and The 200 CLUB of Bergen County.

Ernst is one of our independent directors.

Since 2015, Mr.

Ernst has been the chief executive officer of HyperTail.es.

2007 to 2017, Mr.

Ernst founded and was the chief executive officer of Feelternet, a creative digital agency, which served some

of the largest brands in the Israeli market.

From 2004 to 2007, Mr.

Ernst served as division manager at Data-Pro Proximity/BBDO,

a large direct marketing and analytics agency in Israel.

From 1985 to 1999, Mr.

Ernst founded and was the chief executive officer

of Ernst Meron studios, one of the largest commercial photography production studio in Israel.

Ernst also co-founded Impressia.com,

a marketing technology start-up venture enabling product displays at e-commerce stores.

Ernst graduated from ICP New York

with a degree in Photography and Art.

Sternhell is one of our independent directors.

Since 2016, Mr.

Sternhell has served as chief strategy officer of Sertainty,

a data optimization company.

Sternhell has 24 years of experience in the IT and Corporate Learning industries, including two-decades

at .2013, where he was head of a business intelligence unit representing Microstrategy, and, chief learning officer, representing

Harvard Business Publishing.

Sternhell was the founder of the first Non-Profit Organization that assisted Israel’s

Incubator System, in which he hand-held over 100 high-tech companies.

Sternhell was the vice chairman of the American-Israel

Chamber of Commerce and Industry, overseeing its initiatives, and a recipient of its Business Leadership Award.

served in the Directorate of Military Intelligence for the Israel Defense Forces, and was awarded the Most Outstanding Soldier

Sternhell holds an AB in Political Science and Psychology from Tel Aviv University, an MIA in International

Economics from Columbia University and an MBA from the ‘Grand Ecole’

EDHEC ‘92 specializing in IT and Management

where he graduated first in his class.

of our directors or officers are related to each other.

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stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

directors hold office until the next annual meeting of stockholders of the Company and until their successors are elected and

Officers hold office until the first meeting of directors following the annual meeting of stockholders and until their

successors are elected and qualified, subject to earlier removal by the Board of Directors.

officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business

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such time, we intend to have a member of the Board of Directors that meets the qualifications for an audit committee financial

Board of Directors may establish the authorized number of directors from time to time by resolution.

Our Board of Directors is

currently comprised of one member.

We hae three (3) independent directors on the Board of Directors.

The directors will be elected

annually by our stockholders.

our common stock is listed on the NASDAQ Capital Market, the listing rules of this stock exchange generally require that a majority

of the members of a listed company’s board of directors, and each member of a listed company’s audit, compensation

and nominating and corporate governance committees, be independent (see “—

Controlled Company Status”

Our Board of Directors has determined that George Katsiaunis, Ehud Ernst and Amir Sternhell do not have any relationships that

would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and such directors

are “independent”

as that term is defined under the rules of the stock market.

committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition

rule that is applicable to a newly public company.

In order to be considered independent for purposes of Rule 10A-3, a member

of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board

of Directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee

from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

Company Status

Chief Executive Officer and Chairman, Ronny Yakov, controls 50.7% of the voting power of our outstanding common stock prior to

the exercise of any conversion warrants, Series A Warrants or Series B Warrants.

Such voting power is based on Mr.

Yakov’s

direct ownership of Company securities.

As a result, Mr.

Yakov will have the ability to control the outcome of matters submitted

to our stockholders for approval, including the election of our directors, as well as the overall management and direction of

Yakov controls a majority of our outstanding voting power, we are, and will continue to be, a “controlled company”

under the corporate governance rules for NASDAQ-listed companies.

Therefore, we are not required to have a majority of our board

of directors be independent, nor are we required to have a compensation committee or an independent nominating function.

we have determined to have a majority of our directors be independent for NASDAQ purposes, to have a nominating committee composed

solely of independent directors and a compensation committee composed solely of independent directors, there is no assurance that

we will continue to maintain these corporate governance measures.

expect our company will continue to qualify as a controlled company until such time as Mr.

Yakov controls less than 50% of our

outstanding common stock, whether by future issuances of Company securities, the exercise of Warrants or other convertible securities,

or otherwise.

For example, if all of the outstanding Warrants are exercised, Mr.

Yakov would control only 42.8% of the voting

power of our outstanding common stock.

In such case, Mr.

Yakov would cease to control a majority of our outstanding voting power,

and we will no longer be entitled to rely on the NASDAQ corporate governance exemptions afforded to controlled companies.

of the Board of Directors in Risk Oversight

Board of Directors is responsible for assessing the risks facing our company and considers risk in every business decision and

as part of our business strategy.

The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk,

and that strategic and appropriate risk-taking is essential for us to compete in our industry and in the global market and to

achieve our growth and profitability objectives.

Effective risk oversight, therefore, is an important priority of the Board of

the Board of Directors oversees our risk management, management is responsible for day-to-day risk management processes.

of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor

risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies that

are adopted by the Board of Directors.

The Board of Directors expects to review and adjust our risk management strategies at regular

intervals or as needed.

of Business Conduct

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The Code of Business Conduct is available at our website at http://www.olb.com/code-of-conduct/ .

The reference

to our website address in this report does not include or incorporate by reference the information on our website into this report.

We intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website

or in public filings.

The reference to our website address in this Annual Report does not include or incorporate by reference the information on our

website into this Annual Report.

We intend to disclose future amendments to certain provisions of our code of conduct, or waivers

of these provisions, on our website or in public filings.

Board of Directors has an Audit Committee, Compensation Committee and a Nominating and Corporate Committee.

Audit Committee consists of George Katsiaunis, Ehud Ernst and Amir Sternhell with Mr.

Katsiaunis serving as Chairman.

Committee assists the Board of Directors in discharging its responsibilities relating to the financial management of our Company

and oversight of our accounting and financial reporting, our independent registered public accounting firm and their audits, our

internal financial controls and the continuous improvement of our financial policies and practices.

In addition, the Audit Committee

is responsible for reviewing and discussing with management our policies with respect to risk assessment and risk management.

The responsibilities of the Audit Committee, as set forth in its charter, includes:

● appointing,

approving the compensation of, and assessing the independence of our independent registered public accounting firm;

● pre-approving

audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public

accounting firm;

and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements

and related disclosures;

● coordinating

the oversight and reviewing the adequacy of our internal control over financial reporting;

● establishing

policies and procedures for the receipt and retention of accounting-related complaints, whistleblowers, and concerns;

and approving any related party transactions.

expected composition of our Audit Committee will comply with all applicable requirements of the SEC and the listing requirements

of the Nasdaq Capital Market.

We intend to comply with future requirements to the extent they become applicable to us.

Compensation Committee consists of George Katsiaunis, Ehud Ernst and Amir Sternhell with Mr.

Ernst serving as Chairman.

The Compensation

Committee assists the Board of Directors in setting and maintaining the Company’s compensation philosophy and in discharging

its responsibilities relating to executive and other human resources hiring, assessment and compensation, and succession planning.

The responsibilities of the Compensation Committee, as set forth in its charter, includes:

and approving corporate goals and objectives relevant to compensation of our chief executive officer;

the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation

of our chief executive officer;

● determining

the compensation of all our other officers and reviewing periodically the aggregate amount of compensation payable to such officers;

and making recommendations to the Board of Directors with respect to our incentive-based compensation and equity plans;

and making recommendations to the Board of Directors with respect to director compensation.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of George Katsiaunis, Ehud Ernst and Amir Sternhell with Mr.

serving as Chairman.

The responsibilities of the Nominating and Corporate Governance Committee, as set forth in its charter, includes:

recommendations to the Board of Directors regarding the size and composition of the Board of Directors;

● recommending

qualified individuals as nominees for election as directors;

the appropriate skills and characteristics required of director nominees;

● establishing

and administering a periodic assessment procedure relating to the performance of the Board of Directors as a whole and its individual

● periodically

reviewing the corporate governance guidelines and supervising the management representative charged with implementing the Company’s

corporate governance procedures.

Committee Interlocks and Insider Participation

of the members of the Compensation Committee is (or was at any time previously) an officer or employee.

None of our executive

officers serve or in the past fiscal year has served as a member of the Board of Directors or Compensation Committee of any other

entity that has one or more executive officers serving as a member of our Board of Directors or expected to serve on the Compensation

Executive Compensation

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Compensation Table

and Principal Position

Incentive Plan Compensation

Other Compensation

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

CEO, (1) Chairman

Patrick Smith,

Vice President

Rachel Boulds,

Partially accrued

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anniversary of the date on which it is granted.

November 13, 2019, the Company entered into an agreement with the holder of 265,172 common stock options (of which 265,172 were

held at December 31, 2019) and on November 25, 2019, the Company entered into an agreement with the holder of 13,334 common stock

options (of which 13,334 were held at December 31, 2019), whereby the Company and option holders each agreed that the exercise

price pertaining to those options only would not be adjusted for the effects of the Reverse Stock Split.

directors did not receive fixed compensation for their services as directors during the fiscal year ended December 31, 2019.

November 13, 2019, the Company entered into an agreement with Mr.

Smith and on November 25, 2019, the Company entered into an

agreement Mr.

Yakov, whereby the Company and option holders each agreed that the exercise price pertaining to those options only

would not be adjusted for the effects of the Reverse Stock Split.

Equity Incentive Plan

Board of Directors have adopted a 2020 Equity Incentive Plan (the “Plan”) for the Company and the holders of majority

of our outstanding shares of common stock have approved such plan.

An aggregate number of shares of our common stock equal to

approximately 5% of our issued and outstanding common stock are reserved for issuance under the Plan.

A grant of 10,000 restricted

shares of common stock has been issued under the Plan as of December 31, 2020.

In general, awards under the Plan shall vest ratably

over a period of three years (on the first, second and third anniversaries of the agreement) subject to accelerated vesting upon

a change of control of our company (although awards may be granted with different vesting terms).

purpose of our 2020 Equity Incentive Plan is to attract and retain directors, officers, consultants, advisors and employees whose

services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in

our development and financial achievements.

The 2020 Equity Incentive Plan is administered by the Compensation Committee of our

Board of Directors or by the full Board, which may determine, among other things, the (a) terms and conditions of any option or

stock purchase right granted, including the exercise price and the vesting schedule, (b) persons who are to receive options and

stock purchase rights and (c) the number of shares to be subject to each option and stock purchase right.

The Plan will provide

for the grant of (i) “incentive”

options (qualified under section 422 of the Internal Revenue Code of 1986, as amended)

to employees of our company and (ii) non-qualified options to directors and consultants of our company.

connection with the administration of our 2020 Equity Incentive Plan, our Compensation Committee will:

which employees and other persons will be granted awards under our 2020 Equity Incentive Plan;

the awards to those selected to participate;

the exercise price for options;

any limitations, restrictions and conditions upon any awards, including the vesting conditions of awards.

grant of awards to any of directors under our 2020 Equity Incentive Plan must be approved by the Compensation Committee of our

Board of Directors.

In addition, our Compensation Committee will:

(i) interpret our 2020 Equity Incentive Plan;

and (ii) make

all other determinations and take all other action that may be necessary or advisable to implement and administer our 2020 Equity

Incentive Plan.

2020 Equity Incentive Plan provides that in the event of a change of control, the Compensation Committee or our Board of Directors

shall have the discretion to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.

addition, our Board of Directors may amend our 2020 Equity Incentive Plan at any time.

However, without stockholder approval,

our 2020 Equity Incentive Plan may not be amended in a manner that would:

the number of shares that may be issued under our 2020 Equity Incentive Plan;

modify the requirements for eligibility for participation in our 2020 Equity Incentive Plan;

increase the benefits to participants provided by our 2020 Equity Incentive Plan;

disqualify our 2020 Equity Incentive Plan for coverage under Rule 16b-3 promulgated under the Exchange Act.

previously granted under our 2020 Equity Incentive Plan may not be impaired or affected by any amendment of our 2020 Equity Incentive

Plan, without the consent of the affected grantees.

directors received the following fixed compensation for their services as directors during the fiscal year ended December 31,

Name and Principal Position

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Geroge Kastisiaunis

Amir Sternhell

were reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties.

On an annual basis, each

independent director will earn compensation in the form of shares of our Common Stock with a fair market value equal to $50,000

as of the date of issuance and they will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with

their duties.

The Chairman of the Audit Committee shall receive additional shares of Common Stock with a fair market value equal

to $15,000 as of the date of issuance.

All shares of Common Stock shall be issued no later than January 31 of each year.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of April 24, 2020, information regarding the beneficial ownership of each class of our voting

following table sets forth, as of March 22, 2021, information regarding the beneficial ownership of each class of our voting

securities by:

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Name of Beneficial Owner

Stock Beneficially

5% Beneficial Owners

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1) Percentage

ownership is based on 5,411,905 shares of our common stock outstanding.

ownership of common stock is based on 7,114,774 shares of our common stock plus 511,103 shares of common stock underlying Series

A Preferred Stock for which holders will exercise voting power on an as-converted basis.

(2) Percentage

ownership of Series A Preferred Stock is based on 4,600 shares of Series A Preferred Stock outstanding (which such shares of Series

A Preferred Stock are convertible into 511,103 shares of common stock accordance with the Certificate of Designations (as hereinafter

The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock with the

holders of common stock on an as-converted basis.

(3) Percentage

of voting stock is based on 7,114,774 shares of our common stock and 4,600 shares of Series A Preferred Stock (convertible into

511,103 shares of common stock) outstanding.

49,751 shares of common stock owned by Herzog & Co.

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and the trustee of the trust.

6,666 vested options and options that will vest within 60 days.

Includes (i) 401,333

shares of common stock underlying Series A Preferred Stock, and (ii) shares of common stock underlying 802,875 Series A Warrants

and 200,719 Series B Warrants, which warrants are exercisable within 60 days of this Annual Report.

13,332 vested options.

Includes (i) 113,501 shares of common stock underlying Series A Preferred Stock, and (ii) shares of common

stock underlying 226,127 Series A Warrants and 56,532 Series B Warrants, which warrants are exercisable within 60 days of

this Annual Report.

106,068 vested options.

Certain Relationships and Related Transactions, and Director Independence

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Yakov, our sole director, determined the appropriate

valuation of each of our common stock and the common stock of OmniSoft and CrowdPay in reliance upon, among other matters, a third-party

independent valuation report prepared by Corporate Valuation Advisors, Inc.

valuation of each of our common stock and the common stock of OmniSoft and CrowdPay in reliance upon, among other matters, a third

party independent valuation report prepared by Corporate Valuation Advisors, Inc.

Herzog loaned $53,500 to the Company pursuant to a promissory note (which, along with a loan of $163,000 from Mr.

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no interest was due on demand.

This loan was repaid in full in April 2018.

This loan was repaid in full as of September 30, 2018.

July 2018, the Company issued to Mr.

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2 to the subordinated promissory note with Mr.

The purpose of the amendment was to

amend the maturity date of such subordinated promissory note such that it will be extended until September 30, 2022.

December 10, 2019, Mr.

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assistance to the Company and agreed to provide us with financial support, that may be needed, to assist with our ongoing working

capital needs through the earlier of the closing of a potential public offering of the Company’s common stock and warrants

or November 2020 (other than our obligations to pay principal or interest with respect to the Excel Loan and Credit Agreement).

interest expense on the two loans from Mr.

Herzog for the years ended December 31, 2019 and 2018, was $360,000 and $82,849, respectively.

Total accrued interest December 31, 2019 and 2018 is $402,849 and $52,849, respectively.

addition, Mr.

Herzog shall have the ability to pay up to $25,000 to GACP in the event that the Company does not make required

monthly payments required by Amendment No.

August 10, 2018, Ronny Yakov, the Chief Executive Officer, Chairman and majority stockholder, loaned the Company $25,000, for

working capital purposes.

Yakov loaned the Company an additional $361,467 to the Company during the year ended December 31,

The loans are unsecured, bear interest at 12% and are due on demand.

As of December 31, 2019 and 2018 there is $22,279 and

$1,184 of interest accrued, respectively, on these loans.

Interest expense for the years ended December 31, 2019 and 2018 was

$20,098 and $1,553, respectively.

As of December 31,

2019 and 2018, the Company has total accrued compensation due to Mr.

Yakov of $568,027 and $568,027, respectively, and advances

to be repaid to Mr.

Yakov of $17,684 and $17,684, respectively.

The accrued compensation due to Mr.

Yakov and the advances to

be repaid to Mr.

capital needs (other than our obligations to pay principal or interest with respect to the Excel Loan and Credit Agreement).

May 13, 2020, Mr.

Herzog agreed to convert concurrently with the Company’s public offering $3,522,191 in principal amount

of indebtedness into shares of convertible Series A Preferred Stock to be designated concurrently with the offering.

2020, the terms of such conversion were amended such that Mr.

Herzog agreed to convert such an aggregate of $3,582,355 of indebtedness

and accrued interest into Series A Preferred Stock and conversion warrants, which Series A Preferred Stock and conversion

warrants would be issued concurrently with the closing of the public offering.

August 10, 2018, Ronny Yakov, the Chief Executive Officer, Chairman and majority stockholder, loaned the Company $25,000, in order

to pay for audit services.

The loan is unsecured, bears interest at 12% and is due on demand.

Yakov loaned the Company an

additional $361,467 to the Company during the year ended December 31, 2019.

The loans are unsecured, bear interest at 12% and

are due on demand.

accrued compensation due to Mr.

Yakov and the advances to be repaid to Mr.

Yakov do not bear any interest or have any term.

addition, Mr.

Yakov shall have the ability to pay up to $25,000 to GACP in the event that the Company does not make required monthly

payments required by Amendment No.

May 13, 2020, Mr.

Yakov agreed to convert $1,011,016 in principal amount of indebtedness and accrued interest, which includes

deferred salary and unreimbursed expenses (plus any additional accrued interest and other fees thereon that accrued), into shares

of convertible Series A Preferred Stock to be designated concurrently with the public offering.

On July 24, 2020, the terms of

such conversion were amended such that Mr.

Yakov agreed to convert an aggregate of $1,017,573 of deferred salary, indebtedness

and accrued interest into Series A Preferred Stock and conversion warrants, which Series A Preferred Stock and conversion warrants

would be issued concurrently with the closing of the offering.

July 24, 2020, the terms of the agreement whereby Mr.

Herzog agreed to convert, concurrently with the public offering of

the Company’s securities, $3,522,191 in principal amount of indebtedness (plus any additional accrued interest and other

fees thereon that accrues prior to the offering) into shares of convertible Series A Preferred were amended such that Mr.

agreed to convert such an aggregate of $3,582,355 of indebtedness and accrued interest into Series A Preferred Stock and Conversion

Warrants, which Series A Preferred Stock and Conversion Warrants would be issued concurrently with the closing of the public

On 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.

July 24, 2020, the terms of the agreement whereby Mr.

Yakov agreed to convert, concurrently with the public offering of the

Company’s securities, $1,017,753 in principal amount of indebtedness and accrued interest, which includes deferred salary

and unreimbursed expenses (plus any additional accrued interest and other fees thereon that accrues prior to the offering), into

shares of convertible Series A Preferred Stock to be designated concurrently with the offering such conversion were amended such

Yakov agreed to convert an aggregate of $1,017,573 of accrued salary, indebtedness and accrued interest into Series

A Preferred Stock and conversion warrants, which Series A Preferred Stock and conversion warrants would be issued concurrently

with the closing of the offering.

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 in Note 10 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.

future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on

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by our board of directors.

of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated

financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection

with statutory and regulatory filings or engagements.

of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our

consolidated financial statements and are not reported under “Audit Fees”.

of fees billed for professional services for tax compliance, tax advice and tax planning.

These services include preparation of

federal and state income tax returns for the year ended December 31, 2019.

of fees for product and services other than the services reported above.

for Approval of Audit and Permitted Non-Audit Services

Audit Committee charter provides that the Audit Committee will pre-approve audit services and non-audit services to be provided

by our independent auditors before the accountant is engaged to render these services.

The Audit Committee may consult with management

in the decision-making process, but may not delegate this authority to management.

The Audit Committee may delegate its authority

to pre-approve services to one or more committee members, provided that the designees present the pre-approvals to the full committee

at the next committee meeting.

of Sale, dated as of April 9, 2018, by and among eVance, Inc., eVance Capital, Inc., Securus365, Inc.

Certificate of Incorporation, as amended (6)

Bylaws of the Company (7)

Warrant, dated April

9, 2018, issued by the Company to GACP (1)

Loan and Security

Agreement, dated as of April 9, 2018, by and among GACP, the lenders from time to time party thereto, the Company, as parent

guarantor, and the Borrowers (1)

Amendment No.

to Loan and Security Agreement, dated as of July 30, 2018, by and among GACP Finance Co., LLC, as administrative agent and

collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us,

Inc., as borrowers, and the Company, as parent guarantor (3)

Amendment No.

to Loan and Security Agreement, dated as of February 5, 2019, by and among GACP Finance Co., LLC, as administrative agent

of Incorporation, as amended (6)

Amended and Restated Bylaws of the Company (14)

Certificate of Designations, Preferences and Rights of Series A Preferred Stock (14)

dated April 9, 2018, issued by the Company to GACP (1)

Representative’s Warrant (14)

Series A Warrant Agency Agreement (including the terms of the Series A Warrant) (14)

Series B Warrant Agency Agreement (including the terms of the Series B Warrant) (14)

and Security Agreement, dated as of April 9, 2018, by and among GACP, the lenders from time to time party thereto, the Company,

as parent guarantor, and the Borrowers (1)

1 to Loan and Security Agreement, dated as of July 30, 2018, by and among GACP Finance Co., LLC, as administrative agent

and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and

CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (3)

Agreement Regarding

Additional Warrants, dated April 9, 2018, by and between the Company and GACP (1)

Share Exchange Agreement,

dated May 9, 2018, by and between The OLB Group, Inc.

3 to Loan and Security Agreement, dated as of February 5, 2019, by and among GACP Finance Co., LLC, as administrative

agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc.,

and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (4)

Regarding Additional Warrants, dated April 9, 2018, by and between the Company and GACP (1)

Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc.

and the stockholders of CrowdPay.US, Inc.

Share Exchange Agreement,

dated May 9, 2018, by and between The OLB Group, Inc.

Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc.

and the stockholders of OmniSoft, Inc.

Subordinated Promissory

Note, dated July 30, 2018, by and between the Company and John Herzog (3)

Amendment No.

Promissory Note, dated July 30, 2018, by and between the Company and John Herzog (3)

1 to Subordinated Promissory Note, dated as of November 14, 2019, by and between the Company and John Herzog (4)

Amendment No.

2 to Subordinated Promissory Note, dated June 25, 2019, by and between the Company and John Herzog (5)

Employment Agreement

with Ronny Yakov (5)

Employment Agreement

with Patrick Smith (5)

Commitment Letter from John Herzog dated December 10, 2019 (6)

Amendment No.

4 to Loan and Security Agreement, dated as of April 24, 2020, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor*

Agreement with Ronny Yakov (5)

Agreement with Patrick Smith (5)

Letter from John Herzog dated December 10, 2019 (6)

4 to Loan and Security Agreement, dated as of April 24, 2020, by and among GACP Finance Co., LLC, as administrative agent

and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and

CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (8)

Conversion Agreement, dated as of May 13, 2020 by and between the Company and.

John Herzog (9)

Conversion Agreement, dated as of May 13, 2020 by and between the Company and.

Ronny Yakov (9)

Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and Ronny Yakov (12)

Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and John Herzog (12)

of 2020 Equity Incentive Plan (10)

Agreement dated June 24, 2020 between Pergament Lodi, LLC and Evance, Inc.

Underwriting Agreement with Aegis Capital Corp.

dated August 6, 2020.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

19 unchanged sentences

(7) Previously

filed with Form 10-SB on December 21, 2007.

filed with Form S-1 on January 17, 2019.

(8) Previously

filed with Form 10-K on April 29, 2020.

(9) Previously

filed with Form S-1 on May 20, 2020.

(10) Previously

filed with Form S-1 on June 8, 2020.

(11) Incorporated

by reference to Form 8-K filed July 2, 2020.

(12) Previously

filed with Form S-1 on July 27, 2020.

(13) Previously

filed with Form S-1 on July 31, 2020.

(14) Previously

file with Form 8-K filed August 12, 2020.

Form 10-K Summary

1 unchanged sentence

thereunto duly authorized.

The OLB Group, Inc.

April 29, 2020

Chief Executive Officer

OLB Group, Inc.

March 29, 2021

Chief Executive

Rachel Boulds

Chief Financial Officer

Chief Financial

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant in the

capacities and on the dates indicated.

Chief Executive

Officer and Chairman

Executive Officer and Chairman

George Katsiaunis

and Chairman of the Audit Committee

George Katsiaunis

Amir Sternhell

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 9A. Controls and Procedures