What changed in this filing

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Item 1. Financial Statements

2021-08-12 compared with 2021-05-13 · 422 added, 639 removed, 179 unchanged (86% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Stockholders’

Equity (Deficit) for the Three Ended March 31, 2021, and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2021 and 2020 (unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2021, and 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

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and Subsidiaries

Balance Sheets

Consolidated Balance Sheets

Current Assets:

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Intangible assets, net

Operating lease right-of-use asset

Operating lease right-of-use assets, net

Other long-term assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

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Accrued expenses

Operating lease liability –

current portion

Note payable –

current portion

Operating lease liability – current portion

Note payable – current portion

Total Current Liabilities

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Notes payable, net of current portion

Operating lease liability –

net of current portion

Operating lease liability – net of current portion

Total Liabilities

Commitments and contingencies (Note 10)

Stockholders’

Equity (Deficit):

Preferred stock, ($0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at March 31, 2021 and December 31, 2020)

Series A Preferred stock, ($0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at March 31, 2021 and December 31, 2020)

Stockholders’ Equity:

Preferred stock, ($ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding at June 30, 2021 and December 31, 2020)

Series A Preferred stock, ($ 0.01 par value, 10,000 shares authorized, 4,633 shares issued and outstanding at June 30, 2021 and December 31, 2020)

Common stock, $ 0.0001 par value;

200,000,000 shares authorized, 7,114,774 and 6,170,054 shares issued and outstanding at March 31, 2021 and December 31, 2020

200,000,000 shares authorized, 7,273,877 and 6,170,054 shares issued and outstanding at June 30, 2021 and December 31, 2020

Additional paid-in capital

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( 20,628,606 )

Total Stockholders’

Equity (Deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

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and Subsidiaries

Statements of Operations

Consolidated Statements of Operations

For the Three Months Ended

For the Six Months Ended

Transaction and processing fees

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Loss from operations

( 1,649,281 )

Other Income (Expense):

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Interest expense, related party

Total other expense

Total other income (expense)

$ ( 666,136 )

$ ( 510,409 )

$ ( 1,765,993 )

$ ( 1,052,616 )

Net loss per share, basic and diluted

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and Subsidiaries

Statements of Stockholders’

Equity (Deficit)

the Three Months ended March 31, 2021 and 2020

Consolidated Statements of Stockholders’ Equity

the Three and Six Months ended June 30, 2021 and 2020

Preferred Stock

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Common stock issued for the exercise of warrants

( 1,099,857 )

Balance at March 31, 2021

( 21,728,463 )

Preferred Stock

Common stock issued for the exercise of options – related party

Stock based compensation

Balance at June 30, 2021

$ ( 22,394,599 )

Balance at January 1, 2020

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( 3,268,011 )

Stock based compensation

Balance at June 30, 2020

$ ( 19,904,495 )

$ ( 3,703,824 )

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

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and Subsidiaries

Statements of Cash Flows

For the Three Months Ended

Consolidated Statements of Cash Flows

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,765,993 )

$ ( 1,052,616 )

Adjustments to Reconcile Net Loss to Net Cash Used in Operations:

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Changes in assets and liabilities:

Accounts receivable

Accounts receivable, net

Prepaid expenses and other current assets

1 unchanged sentence

Accounts payable

Accrued expenses –

related party

Other accrued liabilities

Accrued expenses – related party

Accrued expenses

Deferred revenue

Net Cash used in Operating Activities

( 1,214,545 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of intangible assets

Net Cash used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from note payable

Payments on note payable

( 7,654,845 )

Proceeds from exercise of warrants

Payment of offering costs

Net Cash used in Financing Activities

Net Cash (used in) provided by Financing Activities

Net Change in Cash

Beginning of Period

End of Period

( 1,773,434 )

Cash – Beginning of Period

Cash – End of Period

Cash Paid For:

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and Subsidiaries

to the Consolidated Financial Statements

to the Condensed Consolidated Financial Statements

1 – BACKGROUND

OLB Group, Inc.

(“OLB”

the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides

(“OLB” the “Company”) was incorporated in the State of Delaware on November 18, 2004 and provides

services through its wholly-owned subsidiaries.

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Capital, Inc.

subsidiary (“eVance”), the Company provides an integrated suite of third-party merchant payment processing

services and related proprietary software enabling products that deliver credit and debit card-based internet payment processing solutions

primarily to small and mid-sized merchants operating in physical “brick and mortar”

business environments, on the internet

primarily to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet

and in retail settings requiring both wired and wireless mobile payment solutions.

eVance operates as an independent sales organization

(“ISO”) generating individual merchant processing contracts in exchange for future residual payments.

As a wholesale ISO,

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than do retail ISOs and as a result, receives additional consideration for this service and risk.

The Company’s Securus365, Inc.

subsidiary operates as a retail ISO and receives residual income as commission for merchants it places with third party processors.

(“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $1,000,0000 -$50,000,000 of

(“CrowdPay”) is a Crowdfunding platform used to facilitate a capital raise anywhere from $ 1,000,0000 -$ 50,000,000 of

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

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of this subsidiary have been nominal.

(“OmniSoft”) operates a software platform for small merchants.

The Omnicommerce applications work on an iPad, mobile

device and the web and allows you to sell a store’s products in a physical, retail setting.

To date, the activities of this subsidiary

have been nominal when compared to the overall business.

Company also provides ecommerce development and consulting services on a project by project basis.

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

Concern”

and on March 10, 2020, declared it to be a pandemic.

OmniSoft.io, Inc.

(“OmniSoft”) operates a software platform

for small merchants.

The Omnicommerce applications work on an iPad, mobile device and the web and allows customers to sell a store’s

products in a physical, retail setting.

To date, the activities of this subsidiary have been nominal when compared to the overall business.

On May 14, 2021, the Company formed OLBit, Inc., a wholly owned subsidiary (“OLBit”).

of OLBit is to hold the Company’s assets and operate its business related to its emerging cryptocurrency-related lending and transactional

The Company also provides ecommerce development and consulting services

on a project-by-project basis.

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

Concern” and on March 10, 2020, declared it to be a pandemic.

The virus and actions taken to mitigate its spread have had and are

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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 implemented a “remote work”

policy and provided employees with the

Further, for those of the Company’s employees

that are able to perform their job remotely, the Company implemented a “remote work” policy and provided employees with the

technology necessary to continue to do their jobs from home and for those employees that are unable to perform their job from a remote

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to get vaccinated, if possible.

At March 31, 2021, most employees were no longer working remotely and had returned to the office.

At June 30, 2021, most employees were no longer working remotely and had returned to the office.

the Company continues to monitor and follow the advice of federal and state authorities.

The Company has not seen a material impact on its business since states began to roll back restrictions on businesses in the United States.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”).

Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

preparation of financial statements in conformity with U.S.

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Actual results could differ from those estimates.

The Company’s accounting estimates include the collectability of receivables, useful lives of long-lived assets and recoverability

of those assets, impairment in fair value of goodwill, valuation allowances for income taxes, stock-based compensation.

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reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements

for the three months ended March 31, 2021.

for the three and six months ended June 30, 2021.

Concentration

of Credit Risk

instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and accounts receivable.

Company’s cash is deposited with major financial institutions.

At times, such deposits may be in excess of the Federal Deposit

Insurance Corporation insurable amount (“FDIC”).

As of March 31, 2021, the Company had $2,041,150 of cash above the FDIC’s

$250,000 coverage limit.

Financial instruments that potentially expose the Company to concentration

of credit risk consist primarily of cash and accounts receivable.

The Company’s cash is deposited with major financial institutions.

At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

30, 2021, the Company had $ 1,496,003 of cash above the FDIC’s $ 250,000 coverage limit.

Loss per Share

net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during

Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock

and potentially outstanding shares of common stock during the period.

The weighted average number of common shares for the three months

ended March 31, 2021 and 2020 does not include warrants to acquire up to 2,368,978 and 40,000 shares of common stock, respectively, because

of their anti-dilutive effect.

The weighted average number of common shares for the three months ended March 31, 2021 and 2020 does not

include up to 11,112 and 225,471 options, respectively, to purchase common stock because of their anti-dilutive effect.

receivable represent contractual residual payments due from the Company’s processing partners or other customers.

net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding

during the period.

Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of

common stock and dilutive potentially outstanding shares of common stock during the period.

The weighted average number of common

shares for the six months ended June 30, 2021 and 2020 does not include warrants to acquire up to 2,368,978 and 40,000 shares of

common stock, respectively, because of their anti-dilutive effect.

The weighted average number of common shares for the six months

ended June 30, 2021 and 2020 does not include up to 11,112 and 225,471 options, respectively, to purchase common stock because of

their anti-dilutive effect.

receivable represent contractual residual payments due from the Company’s processing partners or other customers.

Residual payments

are determined based on transaction fees and revenues from the credit and debit card processing activity of merchants for which the Company’s

processing partners pay the Company.

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all accounts receivable for our residual payments to be fully collectible and accordingly, no allowance for doubtful accounts is required;

however, CrowdPay has a recorded an allowance of approximately $38,000 as of both March 31, 2021 and December 31, 2020, respectively.

for Chargeback Losses

between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise

quality or merchant services.

Such disputes may not be resolved in the merchant’s favor.

In these cases, the transaction is “charged

to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged

to the merchant.

If the merchant has inadequate funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for such transactions and estimates the potential loss for chargebacks based primarily on historical experience

and records a loss reserve accordingly.

Recognition and Cost of Revenues

Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants,

net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing

services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.

Fees are calculated

on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of

the transaction.

In the case of “wholesale”

residual revenue in which the Company has a direct contractual relationship with

the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to

the merchant as revenue and the related interchange and other processing fees as expenses.

In cases of residual revenue where the Company

is not responsible for merchant underwriting and has no chargeback liability and has no or limited contractual relationship with the

merchant, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue.

Disaggregation

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

however, CrowdPay has a recorded an allowance of approximately $ 38,000 as of both June 30, 2021 and December 31, 2020.

Reserve for Chargeback Losses

Disputes between a cardholder and a merchant periodically

arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services.

Such disputes may

not be resolved in the merchant’s favor.

In these cases, the transaction is “charged back” to the merchant, which means

the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant.

If the merchant has inadequate

funds, the Company must bear the credit risk for the full amount of the transaction.

The Company evaluates the risk for such transactions

and estimates the potential loss for chargebacks based primarily on historical experience and records a loss reserve accordingly.

Revenue Recognition and Cost of Revenues

The Company receives a percentage of recurring

monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known

as Interchange, as well as certain service charges and convenience fees, for payment processing services, including authorization, capture,

clearing, settlement and information reporting of electronic transactions.

Fees are calculated on either a percentage of the dollar volume

of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

In the case of “wholesale”

residual revenue in which the Company has a direct contractual relationship with the merchant, bears risk of chargebacks and performs

underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and

other processing fees as expenses.

In cases of residual revenue where the Company is not responsible for merchant underwriting and has

no chargeback liability and has no or limited contractual relationship with the merchant, the Company records the amount it receives from

the processor net of interchange and other processing fees as revenue.

Disaggregation of Revenue

The following table presents the Company’s

revenue disaggregated by revenue source:

For the Three Months Ended

For the Six Months Ended

Revenue from contracts with customers:

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Other transaction and processing fees

Total Revenue

Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers”

(“ASC 606”).

The Company determines

revenue recognition through the following steps:

Identification

of a contract with a customer;

Identification

of the performance obligations in the contract;

Determination

of the transaction price;

of the transaction price to the performance obligations in the contract;

of revenue when or as the performance obligations are satisfied.

is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration

the Company expects to be entitled to in exchange for those goods or services.

Shipping and handling activities associated with outbound

freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue

at the point in time at which control of the goods transfers to the customer.

As a practical expedient, the Company does not adjust the

transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment

and the transfer of goods or services is expected to be one year or less.

and processing fees

for the Company’s transaction and processing arrangements are typically billed and paid on a monthly basis.

The Company receives

a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association

fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for payment processing services, including

authorization, capture, clearing, settlement and information reporting of electronic transactions.

Fees are calculated on either a percentage

of the dollar, volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

merchant services represent a single performance obligation satisfied over time and that the same measure of progress should be used

to measure the Company’s progress toward complete satisfaction of the performance obligation.

The Company will recognize revenue

on a monthly basis as the services are transferred to the customer in short daily increments that qualify for series guidance as the

best measure of the transfer of control.

wholesale contracts, the Company recognizes transaction and processing fees on a gross basis as the Company is the principal in the merchant

The Company has concluded it is the principal because it has a direct contractual relationship with the merchant, is primarily

responsible for the delivery of services to the merchants, including performing underwriting, has discretion in setting prices, and bears

risk of chargebacks and other merchant losses.

The Company also has the unilateral ability to accept or reject a transaction based on

criteria established by the Company.

As the principal, the Company records the full discount charged to the merchant as revenue and the

related interchange and other processing fees within cost of revenues.

retail contracts, the Company is not responsible for merchant underwriting, has no chargeback liability and has no or limited contractual

relationship with the merchant.

As such, the Company records the net amount it receives from the processor, after interchange and other

interchange and other processing fees, as revenue.

equipment sales and other

Company generates revenue through the sale and rental of merchant equipment.

The Company satisfies its performance obligation upon delivery

of equipment to merchants and recognizes revenue at a point in time.

The Company allows for customer returns which are accounted for

as variable consideration.

The Company estimates these amounts based on historical experience and reduces revenue recognized.

invoices customers upon delivery of the equipment to merchants, and payments from such customers are due upon invoicing.

offers hardware installment sales to customers with terms ranging from three to forty-eight months.

The Company allocates a portion

of the consideration received from these arrangements to a financing component when it determines that a significant financing component

The financing component is subsequently recognized as financing revenue separate from hardware revenue, within subscription and

services-based revenue, over the terms of the arrangement with the customer.

Pursuant to practical expedients afforded under ASC 606,

the Company does not recognize a financing component for hardware installment sales that have a term of one year or less.

Adopted Accounting Standards

November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivative and Hedging (Topic 815),

and Leases (Topic 842).

This new guidance became effective for us on January 1, 2020.

The adoption of this guidance did not have a material

impact on the Company’s consolidated financial statements.

January 1, 2020 the Company adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill

The ASU eliminates Step 2 of the goodwill impairment test and the qualitative assessment for any reporting unit with

a zero or negative carrying amount.

The ASU also requires an entity to disclose the amount of goodwill allocated to each reporting unit

with a zero or negative carrying amount.

The adoption did not have an impact on the Company’s consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

March 31, 2021, the Company had cash of approximately $2.4 million and working capital of approximately $2.3 million.

As such, the Company

believes it has sufficient liquidity to fund its future operations and capital requirements for a period of at least twelve months from

the date its consolidated financial statements are issued.

INTANGIBLE ASSETS

assets, net, consist of the following as of:

Total transactions and processing fees

The Company recognizes revenue under ASC 606,

“Revenue from Contracts with Customers” (“ASC 606”).

The Company determines revenue recognition through the following

Identification of a contract with a customer;

Identification of the performance obligations in the contract;

Determination of the transaction price;

Allocation of the transaction price to the performance obligations in the contract;

Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised

goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange

for those goods or services.

Shipping and handling activities associated with outbound freight after control over a product has transferred

to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods

transfers to the customer.

As a practical expedient, the Company does not adjust the transaction price for the effects of a significant

financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to

be one year or less.

Transaction and processing fees

Fees for the Company’s transaction and processing

arrangements are typically billed and paid on a monthly basis.

The Company receives a percentage of recurring monthly transaction related

fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as

certain service charges and convenience fees, for payment processing services, including authorization, capture, clearing, settlement

and information reporting of electronic transactions.

Fees are calculated on either a percentage of the dollar, volume of the transaction

or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

These merchant services represent a single performance

obligation satisfied over time and that the same measure of progress should be used to measure the Company’s progress toward complete

satisfaction of the performance obligation.

The Company will recognize revenue on a monthly basis as the services are transferred to the

customer in short daily increments that qualify for series guidance as the best measure of the transfer of control.

In wholesale contracts, the Company recognizes

transaction and processing fees on a gross basis as the Company is the principal in the merchant services.

The Company has concluded it

is the principal because it has a direct contractual relationship with the merchant, is primarily responsible for the delivery of services

to the merchants, including performing underwriting, has discretion in setting prices, and bears risk of chargebacks and other merchant

The Company also has the unilateral ability to accept or reject a transaction based on criteria established by the Company.

the principal, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing

fees within cost of revenues.

In retail contracts, the Company is not responsible

for merchant underwriting, has no chargeback liability and has no or limited contractual relationship with the merchant.

Company records the net amount it receives from the processor, after interchange and other interchange and other processing fees, as revenue.

Merchant equipment sales and other

The Company generates revenue through the sale

and rental of merchant equipment.

The Company satisfies its performance obligation upon delivery of equipment to merchants and recognizes

revenue at a point in time.

The Company allows for customer returns which are accounted for as variable consideration.

The Company estimates

these amounts based on historical experience and reduces revenue recognized.

The Company invoices customers upon delivery of the equipment

to merchants, and payments from such customers are due upon invoicing.

The Company offers hardware installment sales to customers with

terms ranging from three to forty-eight months.

The Company allocates a portion of the consideration received from these arrangements

to a financing component when it determines that a significant financing component exists.

The financing component is subsequently recognized

as financing revenue separate from hardware revenue, within subscription and services-based revenue, over the terms of the arrangement

with the customer.

Pursuant to practical expedients afforded under ASC 606, the Company does not recognize a financing component for hardware

installment sales that have a term of one year or less.

NOTE 3 – LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2021, the Company had cash of approximately

$ 2.1 million and working capital of approximately $ 1.9 million.

As such, the Company believes it has sufficient liquidity to fund its

future operations and capital requirements for a period of at least twelve months from the date these condensed consolidated financial

statements are issued.

NOTE 4 – INTANGIBLE ASSETS

Intangible assets, net, consist of the following

Merchant Portfolios

Less Accumulated Amortization

( 1,380,992 )

( 1,199,184 )

Net residual portfolios

Less Accumulated Amortization

( 1,250,000 )

( 1,000,000 )

Net trade name

expense for the three months ended March 31, 2021 and 2020 was $215,904 and $203,214, respectively.

Company’s merchant portfolios and tradename are being amortized over respective useful lives of 7 and 5 years.

following sets forth the estimated amortization expense related to amortizing intangible assets for the years ended December 31:

2021 (nine months)

weighted average remaining useful life of amortizing intangible assets was 2.83 years at March 31, 2021.

Total intangible assets, net

Amortization expense for the three months ended

June 30, 2021 and 2020 was $ 215,903 and $ 203,214 , respectively.

Amortization expense for the six months ended

June 30, 2021 and 2020 was $ 431,807 and $ 406,429 , respectively.

The Company’s merchant portfolios and tradename

are being amortized over respective useful lives of 7 and 5 years.

The following sets forth the estimated amortization

expense related to amortizing intangible assets for the years ended December 31:

2021 (six months)

The weighted average remaining useful life of

amortizing intangible assets was 2.58 years at June 30, 2021.

NOTE 5 – NOTE PAYABLE

On April 8, 2018, eVance, Omnisoft, and CrowdPay,

(collectively, the “Borrowers”), entered into a term loan of $12,500,000 with GACP (the “Term Loan”) which obligations

are guaranteed by the Company (collectively with the Borrowers, the “Loan Parties”), under the Loan and Security Agreement

(the “Credit Agreement”).

March 2, 2021, the Company transferred cash in the amount of $7,712,256.28 to the Agent under the Credit Agreement (the “Prepayment”).

The Prepayment facilitated 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.

May 6, 2020, the Company received a Paycheck Protection Program loan under the CARES Act for $236,231 (the “PPP Loan”).

The PPP Loan matures on May 7, 2022 and bears interest at 1% per annum.

Monthly amortized principal and interest payments

are deferred for 6 months after the date of the agreement.

The Paycheck Protection Program provides that the use of PPP Loan proceeds

were limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in

the CARES Act.

The Company believes it has used the PPP Loan for permitted uses, although no assurance can be given that

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

The loan has been accounted for

as long-term debt, which, if forgiven will result in a gain on forgiveness of debt in the period forgiveness is obtained.

STOCK OPTIONS

January 1, 2021, the Company granted stock options to purchase 6,667 shares of common stock pursuant to the terms on the Company’s

employment agreement with Mr.

The grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant.

The options have an exercise price of $0.001per share and expire in three years after each vest date.

The aggregate fair value of the

options totaled $32,793 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $0.001, 0.16%

risk free rate, 35.03% volatility and expected life of the options of 3 years.

The fair value is being amortized over the applicable

vesting period and credited to additional paid in capital.

summary of the status of the Company’s outstanding stock options and changes during the three months ended March 31, 2021 is presented

(collectively, the “Borrowers”), entered into a term loan of $12,500,000 with GACP (the “Term Loan”) which obligations

are guaranteed by the Company (collectively with the Borrowers, the “Loan Parties”), under the Loan and Security Agreement

(the “Credit Agreement”).

On March 2, 2021, the Company transferred cash

in the amount of $7,712,256.28 to the Agent under the Credit Agreement (the “Prepayment”).

The Prepayment facilitated 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.

On May 6, 2020, the Company received a Paycheck

Protection Program loan under the CARES Act for $236,231 (the “PPP Loan”).

The PPP Loan matures on May 7,

2022 and bears interest at 1% per annum.

Monthly amortized principal and interest payments are deferred for 6 months after the date

of the agreement.

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

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

The Company believes

it has used the PPP Loan for permitted uses, although no assurance can be given that the Company will obtain forgiveness

of all or any portion of amounts due under the PPP Loan.

The loan has been accounted for as long-term debt, which, if forgiven

will result in a gain on forgiveness of debt in the period forgiveness is obtained.

The bank that funded the loan has not yet started

the process to have the loan forgiven.

NOTE 6 – STOCK OPTIONS

On January 1, 2021, the Company granted stock

options to purchase 6,667 shares of common stock pursuant to the terms on the Company’s employment agreement with Mr.

grant shall vest at the rate of 1/3 beginning on each anniversary of the effective date of grant.

The options have an exercise price of

$0.001per share and expire in three years after each vest date.

The aggregate fair value of the options totaled $ 32,793 based on the Black

Scholes Merton pricing model using the following estimates:

exercise price of $ 0.001 , 0.16 % risk free rate, 35.03 % volatility and expected

life of the options of 3 years.

The fair value is being amortized over the applicable vesting period and credited to additional paid in

A summary of the status of the Company’s

outstanding stock options and changes during the six months ended June 30, 2021 is presented below:

Stock Options

Exercise Price

Aggregate Intrinsic

Options outstanding at January 1, 2019

Weighted Average Exercise Price

Aggregate Intrinsic Value

Options outstanding at January 1, 2020

Options outstanding December 31, 2020

Options outstanding March 31, 2021

Shares exercisable at March 31, 2021

August 6, 2020, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp.,

acting as representative of the underwriters (“Aegis”), pursuant to which the Company agreed to sell to the underwriters

in a firm commitment underwritten public offering (the “Offering”) an aggregate of 700,000 units (the “Units”),

with each Unit consisting of:

(a) one share of our common stock;

(b) two Series A warrants (the “Series A Warrants”), with

each Series A Warrant entitling the holder thereof to purchase one share of our common stock at an exercise price equal to $9.00 per

share, exercisable until the fifth anniversary of the issuance date, subject to their earlier redemption as described therein;

one-half of one Series B warrant (the “Series B Warrants,”

and together with the Series A Warrants, the “Warrants”),

with each whole Series B Warrant entitling the holder thereof to purchase one share of common stock at an exercise price equal to $4.50

per share, exercisable until the fifth anniversary of the issuance date and subject to their earlier redemption as described therein.

The Company also granted the underwriters a 45-day option to purchase up to an additional 105,000 shares of common stock, and/or an additional

210,000 Class A Warrants to purchase shares of common stock and/or an additional 52,500 Class B Warrants to purchase shares of common

stock as may be necessary to cover over-allotments in connection with the Offering.

The Offering, including the exercise in full of the

over-allotment option for the Warrants, closed on August 11, 2020.

Units and the securities underlying the Units were offered by the Company pursuant to a registration statement on Form S-1, as amended

333-232368), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective

by the Commission on August 6, 2020 (the “Registration Statement”).

net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’

fees and expenses and

the Company’s Offering expenses, was approximately $4.9 million.

The Company utilized $1,120,155 of the net proceeds to repay

a portion of the Company’s long-term indebtedness (the “Term Loan”) and anticipates using the remainder of the net

proceeds from the Offering to invest in or acquire companies or technologies that are synergistic with or complimentary to our business,

expand and market our current products and for working capital and other general corporate purposes (including payment of outstanding

accounts payable).

Warrants were issued in registered form under separate warrant agent agreements (each a “Warrant Agent Agreement”) between

us and our warrant agent, Transfer Online, Inc.

(the “Warrant Agent”).

Series A Warrant entitles the registered holder to purchase one share of our common stock at a price equal to $9.00 per share, subject

to adjustment as discussed below, terminating at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of issuance.

No fractional warrants will be issued and only whole warrants are exercisable.

The exercise price and number of shares of common stock

issuable upon exercise of the Series A Warrants may be adjusted in certain circumstances, including in the event of a stock dividend,

extraordinary dividend on or recapitalization, reorganization, merger or consolidation.

If we fail to maintain a current prospectus or

prospectus relating to the common stock issuable upon the exercise of the Series A Warrants, such holders may exercise their Series A

warrants on a “cashless”

basis pursuant to a formula set forth in the terms of the Series A Warrants.

whole Series B Warrant entitles the holder thereof to purchase one share of our common stock at an exercise price of $4.50 per share,

subject to adjustment as discussed below, terminating at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of

No fractional warrants will be issued and only whole warrants are exercisable.

The exercise price and number of shares of common

stock issuable upon exercise of a whole Series B Warrant may be adjusted in certain circumstances, including in the event of a stock

dividend, extraordinary dividend on or recapitalization, reorganization, merger or consolidation.

If we fail to maintain a current prospectus

or prospectus relating to the common stock issuable upon the exercise of the Series B Warrants, such holders may exercise their Series

B warrants on a “cashless”

basis pursuant to a formula set forth in the terms of the Series B Warrants.

holder of the Warrants will be subject to a requirement that they will not have the right to exercise the Warrants to the extent that,

after giving effect to such exercise, such holder (together with its affiliates) would beneficially own in excess of 4.99% (subject to

increase to 9.99%) of the shares of our common stock outstanding immediately after giving effect to such exercise.

Warrants are callable in the event that the last sales price of our common stock for any twenty (20) consecutive trading day period on

or after the date of issuance (the “Measurement Period”) exceeds $9.00.

The Company may, within ten (10) trading days of

the end of such Measurement Period, call for the redemption of all or any portion of the outstanding and unexercised Warrants for consideration

equal to the Black Scholes Value (as defined therein) of the remaining unexercised portion of the Warrants called for redemption on such

to the Underwriting Agreement, the Company issued to Aegis a warrant (the “Representative’s Warrants”) to purchase

35,000 shares of common stock.

The Representative’s Warrants will be exercisable at a per share exercise price equal to $11.25

and is exercisable at any time and from time to time, in whole or in part, during the four-year period commencing twelve months from

the effective date of the Registration Statement.

The Representative’s Warrants also provide for one demand registration right

of the shares underlying the Representative’s Warrants, and unlimited “piggyback”

registration rights with respect

to the registration of the shares of common stock underlying the Representative’s Warrants and customary anti-dilution provisions.

aggregate fair value of the 35,000 warrants, totaled $363,958 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $11.25, 0.21% risk free rate, 315.6% volatility and expected life of the warrants of 6 years.

The value of the warrants

has been netted against the proceeds of the offering proceeds and accounted for in additional paid in capital.

Number of Warrants

Weighted Average

Exercise Price

Weighted Average Remaining Contract Term

Options outstanding June 30, 2021

Shares exercisable at June 30, 2021

NOTE 7 – WARRANTS

On August 6, 2020, the Company entered into an

underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., acting as representative of the underwriters

(“Aegis”), pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering

(the “Offering”) an aggregate of 700,000 units (the “Units”), with each Unit consisting of:

(a) one share of our

common stock;

(b) two Series A warrants (the “Series A Warrants”), with each Series A Warrant entitling the holder thereof

to purchase one share of our common stock at an exercise price equal to $ 9.00 per share, exercisable until the fifth anniversary of the

issuance date, subject to their earlier redemption as described therein;

and (c) one-half of one Series B warrant (the “Series B

Warrants,” and together with the Series A Warrants, the “Warrants”), with each whole Series B Warrant entitling the

holder thereof to purchase one share of common stock at an exercise price equal to $ 4.50 per share, exercisable until the fifth anniversary

of the issuance date and subject to their earlier redemption as described therein.

The Company also granted the underwriters a 45-day

option to purchase up to an additional 105,000 shares of common stock, and/or an additional 210,000 Class A Warrants to purchase shares

of common stock and/or an additional 52,500 Class B Warrants to purchase shares of common stock as may be necessary to cover over-allotments

in connection with the Offering.

The Offering, including the exercise in full of the over-allotment option for the Warrants, closed on

August 11, 2020.

The Units and the securities underlying the Units

were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

333-232368), filed with the Securities

and Exchange Commission (the “Commission”), which was declared effective by the Commission on August 6, 2020 (the “Registration

The net proceeds to the Company from the Offering,

after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s Offering expenses, was approximately

$ 4.9 million.

The Company utilized $ 1,120,155 of the net proceeds to repay a portion of the Company’s long-term indebtedness

(the “Term Loan”) and anticipates using the remainder of the net proceeds from the Offering to invest in or acquire companies

or technologies that are synergistic with or complimentary to our business, expand and market our current products and for working capital

and other general corporate purposes (including payment of outstanding accounts payable).

The Warrants were issued in registered form under

separate warrant agent agreements (each a “Warrant Agent Agreement”) between us and our warrant agent, Transfer Online, Inc.

(the “Warrant Agent”).

Each Series A Warrant entitles the registered

holder to purchase one share of our common stock at a price equal to $ 9.00 per share, subject to adjustment as discussed below, terminating

at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of issuance.

No fractional warrants will be issued and only

whole warrants are exercisable.

The exercise price and number of shares of common stock issuable upon exercise of the Series A Warrants

may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization,

merger or consolidation.

If we fail to maintain a current prospectus or prospectus relating to the common stock issuable upon the exercise

of the Series A Warrants, such holders may exercise their Series A warrants on a “cashless” basis pursuant to a formula set

forth in the terms of the Series A Warrants.

Each whole Series B Warrant entitles the holder

thereof to purchase one share of our common stock at an exercise price of $ 4.50 per share, subject to adjustment as discussed below, terminating

at 5:00 p.m., New York City time, on the fifth (5th) anniversary of the date of issuance.

No fractional warrants will be issued and only

whole warrants are exercisable.

The exercise price and number of shares of common stock issuable upon exercise of a whole Series B Warrant

may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization,

merger or consolidation.

If we fail to maintain a current prospectus or prospectus relating to the common stock issuable upon the exercise

of the Series B Warrants, such holders may exercise their Series B warrants on a “cashless” basis pursuant to a formula set

forth in the terms of the Series B Warrants.

Each holder of the Warrants will be subject to

a requirement that they will not have the right to exercise the Warrants to the extent that, after giving effect to such exercise, such

holder (together with its affiliates) would beneficially own in excess of 4.99% (subject to increase to 9.99%) of the shares of our common

stock outstanding immediately after giving effect to such exercise.

The Warrants are callable in the event that the

last sales price of our common stock for any twenty (20) consecutive trading day period on or after the date of issuance (the “Measurement

Period”) exceeds $ 9.00 .

The Company may, within ten (10) trading days of the end of such Measurement Period, call for the redemption

of all or any portion of the outstanding and unexercised Warrants for consideration equal to the Black Scholes Value (as defined therein)

of the remaining unexercised portion of the Warrants called for redemption on such date.

Pursuant to the Underwriting Agreement, the Company

issued to Aegis a warrant (the “Representative’s Warrants”) to purchase 35,000 shares of common stock.

The Representative’s

Warrants will be exercisable at a per share exercise price equal to $ 11.25 and is exercisable at any time and from time to time, in whole

or in part, during the four-year period commencing twelve months from the effective date of the Registration Statement.

The Representative’s

Warrants also provide for one demand registration right of the shares underlying the Representative’s Warrants, and unlimited “piggyback”

registration rights with respect to the registration of the shares of common stock underlying the Representative’s Warrants and

customary anti-dilution provisions.

The aggregate fair value of the 35,000 warrants,

totaled $ 363,958 based on the Black Scholes Merton pricing model using the following estimates:

exercise price of $ 11.25 , 0.21 % risk free

rate, 315.6 % volatility and expected life of the warrants of 6 years.

The value of the warrants has been netted against the proceeds of

the offering proceeds and accounted for in additional paid in capital.

Outstanding, December 31, 2018

8 unchanged sentences

Warrant B Exercised

Outstanding, March 31, 2021

210,000 Warrant A granted to Underwriters upon exercise of overallotment in connection with the Offering

525,000 Warrant B granted to Underwriters upon exercise of overallotment in connection with the Offering

OPERATING LEASE

June 24, 2020, eVance, Inc.

(“eVance”), a Delaware corporation and an indirect, wholly owned subsidiary of The OLB Group, Inc.

(the “Company”), entered into a Lease Agreement dated June 24, 2020 (the “Lease”) with Pergament Lodi, LLC (the

“Lessor”) relating to approximately 4,277 square feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia,

The term of the Lease is for thirty-nine (39) months commencing September 1, 2020.

The monthly base rent is $8,019 for

the first twelve (12) months increasing thereafter to $8,768.

The total rent for the entire lease term is $315,044 and $8,768 is payable

as a security deposit.

The first three months of rent will be abated so long as eVance is not in default of any portion of the Lease.

Outstanding, June 30, 2021

(1) Includes 210,000 Warrant A granted to Underwriters upon exercise of overallotment in connection with the Offering

(2) Includes 525,000 Warrant B granted to Underwriters upon exercise of overallotment in connection with the Offering

NOTE 8 – OPERATING LEASE

On June 24, 2020, eVance, Inc.

entered into a Lease Agreement (the “Lease”) with Pergament Lodi, LLC (the “Lessor”) relating to approximately

4,277 square feet of property located at 960 Northpoint Parkway, Alpharetta, Georgia, Suite 400.

The term of the Lease is for thirty-nine

(39) months commencing September 1, 2020.

The monthly base rent is $8,019 for the first twelve (12) months increasing thereafter

The total rent for the entire lease term is $ 315,044 and $ 8,768 is payable as a security deposit.

The first three months of

rent will be abated so long as eVance is not in default of any portion of the Lease.

Balance Sheet Classification

2 unchanged sentences

Total lease asset

Operating lease liability –

current portion

Operating lease liability – current portion

Current operating lease liability

Operating lease liability –

noncurrent portion

Operating lease liability – noncurrent portion

Long-term operating lease liability

Total lease liability

obligations at March 31, 2021 consisted of the following:

Lease obligations at June 30, 2021 consisted of

the following:

For the year ended December 31:

2021 – six months

Total payments

2 unchanged sentences

Less current portion

Lease obligation –

expense for the three months ended March 31, 2021 and 2020, was $24,909 and $27,818, respectively.

March 31, 2021, the weighted average remaining lease term is 2.67 years and the weighted average discount rate is 5%.

PREFERRED STOCK

certificate of incorporation authorizes the issuance of 50,000,000 shares of blank check preferred stock with such designation, rights

and preferences as may be determined from time to time by our board of directors.

No shares of preferred stock are currently issued or

A Preferred Stock

August 7, 2020, we filed a Certificate of Designations, Preferences and Rights of Series A Preferred Stock (the “Certificate of

Designations”) with the Secretary of State of Delaware.

The Certificate of Designations will provide that the Company may issue

up to 10,000 shares of Series A Preferred Stock at a stated value (the “Stated Value”) of $1,000.00 per share.

Series A Preferred Stock are entitled to the following rights and preferences:

Series A Preferred Stockholders are entitled to receive cash dividends at a rate per share (as a percentage of the Stated Value per share)

of 12% per annum.

Lease obligation – long term

Rent expense for the three months ended June 30,

2021 and 2020, was $ 24,908 and $ 28,634 , respectively.

Rent expense for the six months ended June 30,

2021 and 2020, was $ 49,817 and $ 56,452 , respectively.

At June 30, 2021, the weighted average remaining

lease term is 2.42 years and the weighted average discount rate is 5 %.

NOTE 9 – PREFERRED STOCK

Our certificate of incorporation authorizes the

issuance of 50,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time

to time by our board of directors.

No shares of preferred stock are currently issued or outstanding.

Series A Preferred Stock

On August 7, 2020, we filed a Certificate of Designations,

Preferences and Rights of Series A Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware.

The Certificate of Designations will provide that the Company may issue up to 10,000 shares of Series A Preferred Stock at a stated value

(the “Stated Value”) of $1,000.00 per share.

Holders of Series A Preferred Stock are entitled to the following rights and

The Series A Preferred Stockholders are entitled

to receive cash dividends at a rate per share (as a percentage of the Stated Value per share) of 12 % per annum.

Dividends accrue quarterly.

Dividends are to be paid to the holders from funds legally available for payment and as

approved for payment by the Board of Directors of the Company.

Series A Preferred Stock holders may convert, at their option, on or after the date on which the Term Loan is repaid in full, each share

of Series A Preferred Stock (along with accrued but unpaid dividends thereon) into such number of shares of common stock as determined

by dividing the Stated Value by the conversion price.

The conversion price for the Series A Preferred Stock will be equal to the offering

price per Unit in this offering and will be subject to adjustment for splits and the like.

The holders of Series A Preferred Stock will

only be permitted to convert their shares of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been

repaid in full and there is no further outstanding obligations regarding such indebtedness.

holder of a share of Series A Preferred Stock will have the right to vote its shares of Series A Preferred Stock with the common stock

on an as-converted basis, and with respect to such votes, such holder shall have full voting rights and powers equal to the voting rights

and powers of the holders of common stock, and shall be entitled, to notice of any stockholders’

meeting in accordance with the

Company’s bylaws, and shall be entitled to vote, together with holders of common stock, with respect to any question upon which

holders of common stock have the right to vote.

Dividends are to be paid to the holders from funds legally available for payment and as approved for payment by the Board of Directors

of the Company.

The Series A Preferred Stock holders may convert,

at their option, on or after the date on which the Term Loan is repaid in full, each share of Series A Preferred Stock (along with accrued

but unpaid dividends thereon) into such number of shares of common stock as determined by dividing the Stated Value by the conversion

The conversion price for the Series A Preferred Stock will be equal to the offering price per Unit in this offering and will be

subject to adjustment for splits and the like.

The holders of Series A Preferred Stock will only be permitted to convert their shares

of Series A Preferred Stock into shares of common stock at such time as the Term Loan has been repaid in full and there is no further

outstanding obligations regarding such indebtedness.

Each holder of a share of Series A Preferred Stock

will have the right to vote its shares of Series A Preferred Stock with the common stock on an as-converted basis, and with respect to

such votes, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of common stock,

and shall be entitled, to notice of any stockholders’ meeting in accordance with the Company’s bylaws, and shall be entitled

to vote, together with holders of common stock, with respect to any question upon which holders of common stock have the right to vote.

Fractional votes shall not be permitted, and such shares shall be rounded up.

share of Series A Preferred Stock will have a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends

In the event of a liquidation, dissolution or winding up of the Company (which includes any merger, reorganization, sale of

assets in which control of the Company is transferred or event which results in all or substantially all of the Company’s assets

being transferred), the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Company, before any

payment is made to the holders of the Company’s common stock and either in preference to or pari pasu with the holders of

any other series of preferred stock that may be issued in the future, a per share amount equal to the liquidation preference.

COMMITMENTS AND CONTINGENCIES

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable

October 20, 2017, the Company entered into a 7-year term employment agreement with its founder and President, effective January 1, 2018

through December 31, 2024.

The agreement provides for an annual salary of $375,000, fringe benefits ($2,500 monthly automobile allowance,

any benefit plans of the Company and 4 weeks paid vacation), an incentive bonus of $200,000 based on the achievement of certain performance

criteria and an acquisition bonus equal to two (2%) percent of the gross purchase price paid in connection therewith upon the closing

of any acquisition directly or indirectly by the Company or its subsidiaries during the Employment Period of any company or business

(including purchases of all or substantially all of the assets of any such entity) having then existing sales of not less than three

million five hundred thousand dollars ($3,500,000).

Liquidation Preference

Each share of Series A Preferred Stock will have

a liquidation preference equal to the Stated Value plus any accrued but unpaid dividends thereon.

In the event of a liquidation, dissolution

or winding up of the Company (which includes any merger, reorganization, sale of assets in which control of the Company is transferred

or event which results in all or substantially all of the Company’s assets being transferred), the holders of Series A Preferred

Stock shall be entitled to receive out of the assets of the Company, before any payment is made to the holders of the Company’s

common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued

in the future, a per share amount equal to the liquidation preference.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company

may be involved in legal proceedings, claims and assessments arising in the ordinary course of business.

The Company records legal costs

associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

On October 20, 2017, the Company entered into

a 7-year term employment agreement with its founder and President, effective January 1, 2018 through December 31, 2024.

The agreement

provides for an annual salary of $ 375,000 , fringe benefits ($ 2,500 monthly automobile allowance, any benefit plans of the Company and

4 weeks paid vacation), an incentive bonus of $ 200,000 based on the achievement of certain performance criteria and an acquisition bonus

equal to two ( 2 %) percent of the gross purchase price paid in connection therewith upon the closing of any acquisition directly or indirectly

by the Company or its subsidiaries during the Employment Period of any company or business (including purchases of all or substantially

all of the assets of any such entity) having then existing sales of not less than three million five hundred thousand dollars ($ 3,500,000 ).

During the year ended December 31, 2020, Mr.

Yakov was paid a $400,000 bonus ($200,000

per year for 2019 and 2020).

SUBSEQUENT EVENTS

April 2021, the Company files a registration statement for the sale of securities of up to $75,000,000.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking

information in this report contains forward-looking statements.

All statements other than statements of historical fact made in this

report are forward looking.

In particular, the statements herein regarding industry prospects and future results of operations or financial

position are forward-looking statements.

These forward-looking statements can be identified by the use of words such as “believes,”

“estimates,”

“could,”

“possibly,”

“probably,”

anticipates,”

“projects,”

“expects,”

“may,”

“will,”

or “should”

or other variations or similar words.

No assurances

can be given that the future results anticipated by the forward-looking statements will be achieved.

Forward-looking statements reflect

management’s current expectations and are inherently uncertain.

If underlying assumptions prove inaccurate or unknown risks or

uncertainties materialize, our actual results may differ significantly from management’s expectations.

These risks and uncertainties

include those factors described in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31,

2020 filed with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should any

of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements.

Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events

or otherwise, except as may be required under applicable securities laws.

are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report

on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith.

This discussion

should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion

reached herein will necessarily be indicative of actual operating results in the future.

Such discussion represents only the best present

assessment of our management.

Overview and Description of Business

were incorporated in the State of Delaware on November 18, 2004 for the purpose of merging with OLB.com.

The merger was done for the

purpose of changing our state of incorporation from New York to Delaware.

In April 2018, we completed an acquisition of substantially

all of the net assets of Excel and its subsidiaries Payprotec Oregon, LLC, Excel Business Solutions, Inc.

and eVance Processing, Inc.

(such assets are the foundation of our eVance business).

In May 2018, we entered into share exchange agreements with Crowdpay and Omnisoft,

affiliate companies of our company’s majority stockholder, pursuant to which each of Crowdpay and Omnisoft became solely owned

subsidiaries of our Company.

Our Company’s headquarters is located at 200 Park Avenue, Suite 1700, New York, NY 10166.

Our telephone

number is (212) 278-0900.

are a FinTech company and PayFac that focuses on a suite of products in the merchant services and payment facilitator verticals that

seeks to provide integrated business solutions to merchants throughout the United States.

We seek to accomplish this by providing

merchants with a wide range of products and services through our various online platforms, including financial and transaction processing

We also have products that provide support for crowdfunding and other capital raising initiatives.

We supplement our online

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

Our business functions primarily through three

wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay, though substantially all of our revenue has been generated from our eVance

business (we began generating revenue from our OmniSoft and CrowdPay businesses in the second half of 2019).

We expect to build out our

OmniSoft software business and to rely more on our PayFac model for revenue so that we are not dependent on our revenue from our eVance

business but there is no guarantee that we will be able to do so.

respect to our eVance business, our merchants are currently processing over $82,000,000 in gross transactions monthly and average approximately

1,400,000 transactions a month.

These transactions come from a variety of sources including direct accounts and ISO channels.

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

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”).

The assets included, but were

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

The total purchase price was

$215,000 (the “Purchase Price”) following post-closing adjustments.

of Operations

Management’s

discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated

results from operations of The OLB Group, Inc.

and its subsidiaries for the three months ended March 31, 2021 and 2020.

Months Ended March 31, 2021 Compared to the Three Months Ended March 31, 2020

the three months ended March 31, 2021, we had total revenue of $2,226,404 compared to $2,613,993 of revenue for the three months ended

March 31, 2020, a decrease of $387,589 or 14.8%.

We earned $2,090,264 in transaction and processing fees, $18,507 in merchant equipment

rental and sales and $117,633 in other revenue during the three months ended March 31, 2021, compared to $2,336,479 in transaction and

processing fees, $20,262 in merchant equipment sales and $257,252 in other revenue during the three months ended March 31, 2020.

Our transaction and processing

fee revenue decreased $246,215 compared with the prior period, primarily due to initial impact of the COVID-19 pandemic and the reduction

in the number of transactions processed while businesses were not at full capacity and customers stayed home in during the period.

more businesses reopen and expand capacity, transaction volume has continued to increase.

The Company expects volume to continue to increase

but still remain at a depressed level compared to pre-COVID volumes.

The depressed level can be attributed to the fact numerous businesses

are still operating at a limited capacity and that business have closed down.

In addition, the Company provides processing services to

businesses all across the United States.

Some areas of the United States continue to remain at lower-than-normal operating capacity more

than other regions.

the three months ended March 31, 2021, we had processing and servicing costs of $1,547,274 compared to $1,720,413 of processing and servicing

costs for the three months ended March 31, 2020.

Processing and servicing costs decreased by $173,139 or 10.1% because of the decrease

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

expense for the three months ended March 31, 2021 was $215,904 compared to $203,214 for the three months ended March 31, 2020, an increase

of $12,690 or 6.2%.

We recorded amortization expense on our merchant portfolio and trademarks.

and wage expense for the three months ended March 31, 2021 was $820,091 compared to $400,188 for the three months ended March 31, 2020,

an increase of $419,903 or 104.9%.

Salary and wage expense increased in the current period due to bonuses paid to our CEO and President

for the Company’s performance in 2019 and 2020.

and administrative expenses (“G&A”) for the three months ended March 31, 2021 was $626,269 compared to $515,367 for the

three months ended March 31, 2020, an increase of $110,902 or 21.5%.

In the current period we had increases of our legal expense of approximately

$146,000 relating to ongoing litigation matters and the prepayment of the Term Loan.

This was offset by a decrease in our audit fees

the three months ended March 31, 2021, we incurred $116,736 of interest expense, compared to $317,441 for the three months ended March

31, 2020, a decrease of $200,705 or 146%.

The decrease in interest expense is due the conversion of all related party debt and the repayment

of the Term Loan.

net loss for the three months ended March 31, 2021 was $1,099,857 compared to $542,207 for the three months ended March 31, 2020.

had an increase in our net loss of $557,650 for the reasons discussed above.

and Capital Resources

and Uncertainties

Company’s future financial condition and results of operations may be adversely affected by the prolongation of theCOVID-19 pandemic

and any need to institute additional business capacity restrictions or temporary closures.

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

experienced and continue to experience a significant impact of the COVID-19 pandemic in the U.S.

In New York, certain types of businesses

continue to remain at a reduced capacity.

The Company is continues to follow the recommendations of local health authorities to minimize

exposure risk for its employees and visitors.

However, the scale and scope and duration of the ongoing pandemic remains unknown, and

the ongoing business disruption and related financial impact cannot be reasonably estimated at this time as different states have different

regulations relating to business capacity.

While the Company has implemented specific business continuity plans to reduce the potential

impact of the ongoing COVID-19 pandemic during 2021 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.

In 2020 and the first three months

of 2021, the Company continued to experience certain disruptions to its business and disruptions for the Company’s customers and

merchants, along with closures, that may materially affect the number of transactions processed by the Company.

Similarly, the COVID-19

pandemic could have a long-term impact on the Company’s customers and/or merchants during 2021 which could reduce their demand for

Company products, if pre-pandemic levels of purchasing activity does not resume.

The extent to which the COVID-19 pandemic 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 the impact of vaccinations, the impact of the reopening of international travel and new information

which may emerge concerning the severity of the economic impact of the response to the COVID-19 pandemic on the retail and service industries

where the Company has many customers and merchants.

Accordingly, the COVID-19 pandemic could continue to have a material adverse effect

on the Company’s business, results of operations, financial condition and prospects during 2021 and beyond.

in Cash Flows

the three months ended March 31, 2021, $939,764 of cash was used by operating activities, which included our net loss, offset by $154,425

for amortization and depreciation expense, $74,011 for stock-based compensation and net changes in operating assets and liabilities of

the three months ended March 31, 2021 and 2020, no cash was used for investment activities.

For the three months ended March

31, 2021, we used net cash of $493,903 in financing activities.

$7,654,845 was repaid on our loan to GACP.

We received a total of $7,160,940

from the exercise of warrants issued in the Offering.

and Capital Resources

At March 31, 2021, the Company

had cash of $2,390,822 and working capital of $2,325,957.

For the three months ended March 31, 2021, the Company’s net loss was

In 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.

to the first three months of 2020, the first three months of 2021 volume declined by 11%.

This decrease began in March 2020 as COVID-19

restrictions and business capacity rules were implemented across the United States.

After a decrease during March through June of 2020,

transaction volume began to increase throughout 2020 as third quarter 2020 transaction volume increased by 16% compared to the second

quarter of 2020.

During the first quarter of 2021, transaction volume increased by 2% compared to the fourth quarter of 2020 reflecting

continued recovery of transaction volume, despite the year over year decrease of 11% during the first three months of 2021 compared with

As COVID-19 restrictions and business capacity rules ease across the country, the Company expects transactions volume to continue

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

closing and reopening 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.

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

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.

The 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.

The Company has reviewed 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 Quarterly Report.

As a result of the improved transaction volume

trends the Company experienced in the three month period ended March 31, 2021, as well as the funds received from the capital raises discussed

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

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.

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.

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

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

Yakov agreed to convert, concurrently with the public offering of the Company’s

securities, $1,011,016 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 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 that Mr.

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.

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.

Accounting Policies

to our Form 10-K for the year ended December 31, 2020, for a full discussion of our critical accounting policies.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

the information under this Item.

Yakov was paid a $ 400,000 bonus ($ 200,000 per year for 2019 and 2020).

NOTE 11 – SUBSEQUENT EVENTS

On July 23, 2021, the Company formed DMINT, Inc.,

a wholly owned subsidiary (“DMINT”).

The purpose of DMINT is to operate its business related to cryptocurrency mining.

On July 28, 2021, the Company entered into an

exclusive agreement with Cai Energy Blockchain, Inc.

(“CAI”) whereby CAI provided the Company with an exclusive natural gas

supply agreement (the “Services”).

In exchange for the Services, the Company granted CAI options to purchase up to 767,918

shares of Common Stock, $ 0.0001 par value (with a fair market value equal to $ 4.5 million on the date of grant) at an exercise price of

$ 0.0001 per share.

The natural gas will be used in connection with the Company’s, newly launched, cryptocurrency-related mining

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-Q

Item 1. Financial Statements