What changed in this filing

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Item 9A. Controls and Procedures

2022-03-28 compared with 2021-03-30 · 734 added, 641 removed, 79 unchanged (95% of the section changed)

Controls and Procedures.

Management’s

Report Disclosure Controls and Procedures

the fourth quarter of the year ended December 31, 2020, we carried out an evaluation, under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).

Based upon that evaluation, our

principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report,

our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under

the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods

specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our

internal controls will prevent all error or fraud.

A control system, no matter how well conceived and operated, can

provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered

relative to their costs.

Due to the inherent limitations in all control systems, no evaluation of controls can provide

absolute assurance that all control issues and instances of fraud, if any, have been detected.

address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our

financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles.

addition, we engaged accounting consultants to assist in the preparation of our financial statements.

Accordingly, management

believes that the financial statements included in this report fairly present in all material respects our financial condition,

results of operations and cash flows for the periods presented.

Management’s

Report on Internal Control over Financial Reporting

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is a process designed by,

or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles.

The management is responsible

for establishing and maintaining adequate internal control over our financial reporting.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the

effectiveness of our internal control over financial reporting using the Internal Control –

Integrated Framework (2013)

developed by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our Chief Executive

Officer and Interim Financial Officer have concluded that our internal control over financial reporting was not effective as of

December 31, 2020.

are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to

record, process, summarize and report financial data:

Due to our size

and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation

of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual

Due to our size

and scope of operations, we currently do not have an independent audit committee in place

Due to our size

and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation

of our internal control over financial reporting.

limitations on effectiveness of controls

control over financial reporting has inherent limitations, which include but is not limited to the use of independent professionals

for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale

of organization, and personnel factors.

Internal control over financial reporting is a process, which involves human diligence

and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Management’s Report Disclosure Controls

and Procedures

During the fourth quarter of the year ended December

31, 2021, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive

officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules

13a-15(e) and 15d-15(e)).

Based upon that evaluation, our principal executive officer and principal financial officer concluded that,

as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information

required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized

and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated

to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions

regarding required disclosure.

Our principal executive officer

and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all

error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that

the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints

and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations in all control systems, no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is a process designed

to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management assessed the effectiveness of the

Company's internal control over financial reporting at December 31, 2021, and this assessment identified the following material weaknesses

in our internal control over financial reporting.

We identified a material weakness in our risk

assessment process, which we determined was not operating adequately to identify and address the risks to our business and to establish

appropriate control objectives given the environment in which we operate.

This material weakness in our risk assessment process was a

factor contributing to the other material weaknesses which we have further described below.

We have identified a material weakness in our

review of key accounting policies and procedures at December 31, 2021.

We have determined that although such policies and procedures exist,

they are generally not formalized.

Additionally, our management has assessed certain policies and procedures as inadequate regarding their

design adequacy, including a lack of formalized evidence of their effective operation.

We have identified a material weakness in that

due to the lack of formalized documentation as to the adequacy of design and effective operation of both preventative and detective controls,

management’s ability to monitor the effective operation of these internal controls is limited.

Accordingly, management’s ability

to timely detect, prevent and remediate deficiencies and potential fraud risks has been assessed as inadequate.

In making its assessment of internal control over

financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)

in Internal Control—Integrated Framework (2013).

Because of the material weaknesses described in the preceding paragraphs, management

concluded that, at December 31, 2021, the Company's internal control over financial reporting was not effective based on those criteria.

This annual report does not include an attestation

report of the Company's registered public accounting firm regarding internal control over financial reporting.

Management's report was

not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to

provide only management's report in this annual report.

Remediation Plan

As of December 31, 2021, the material weaknesses

disclosed in the previous year has not yet been fully remediated;

however, significant progress has been made during 2021 in remediating

certain material weaknesses.

Several steps taken in improving and remediating internal controls over financial reporting have included

retaining a financial reporting consultant and the addition of an audit committee financial expert.

Remediation activities for our material

weaknesses include:

● Risk Assessment.

We are in the process of designing and implementing

an improved enterprise wide risk management process that follows the COSO 2013 framework and one aspect of this process will focus on

identifying and mitigating risks to our business that could have an impact on our internal control over financial reporting.

includes periodic updates of the enterprise risk universe through the consideration of current and historical risks, periodic input from

executive management, and our segment local management.

Each time a new risk is identified, we will evaluate if any additional controls

are required to mitigate risks to our internal control over financial reporting.

We expect to fully remediate the material weaknesses

noted above, and allocate appropriate resources to department heads in the course of the next nine to twelve months.

We expect to maintain continuous monitoring and

implement changes to existing controls, as deemed necessary, to mitigate or remediate the material control weaknesses, where applicable.

Inherent limitations on effectiveness of controls

Internal control over financial

reporting also can be circumvented by collusion or improper management override.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations

are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though

not eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

reporting has inherent limitations, which include but is not limited to the use of independent professionals for advice and guidance,

interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel

Internal control over financial reporting is a process, which involves human diligence and compliance and is subject to lapses

in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion

or improper management override.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible

to design into the process safeguards to reduc e, though not

eliminate, this risk.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to

financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

in Internal Control over Financial Reporting

have been no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended

December 31, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

2020 and 2021, we undertook several initiatives with the goal of improving our internal controls, including, but not limited to the following.

engaged accounting consultants to assist with more complex areas;

appointed independent members to our Board of Directors;

created an Audit Committee of the Board of Directors composed of independent directors;

hired additional accounting personnel with experience with publicly held companies;

engaged a consultant to assist the Company with documentation of our internal control processes

and procedures.

management believes that the financial statements included in this report fairly present in all material respects our financial condition,

results of operations and cash flows for the periods presented.

Other Information

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and

Corporate Governance

The 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

Rachel Boulds

Chief Financial

Chief Financial Officer

Patrick Smith

Vice President

George Katsiaunis

Director and Chairman

of the Audit Committee

Director Nominee

Vice President, Finance

Director and Chairman of the Audit Committee

Amir Sternhell

Director Nominee

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

Yakov has over 25 years of experience of concept-to-print, software and e-commerce marketing experience with Fortune 500 and 1,000

companies and a proven track record of helping clients adapt their businesses to technological developments.

entered into the electronic mail-order catalog business with Playboy Enterprises, creating and hosting two e-commerce sites:

Critics’

Choice Video and Collectors’

Choice Music.

Alina Dulimof

Ronny Yakov is Chief

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

Yakov has over 25 years of

experience of concept-to-print, software and e-commerce marketing experience with Fortune 500 and 1,000 companies and a proven track record

of helping clients adapt their businesses to technological developments.

Yakov entered into the electronic mail-order catalog

business with Playboy Enterprises, creating and hosting two e-commerce sites:

Critics’ Choice Video and Collectors’ Choice

As founder of the Company, Mr.

Yakov has since developed a number of other branded

e-commerce sites for clients, selling a variety of products including sporting goods, chocolates and cosmetics, with which the

company now partners to provide ongoing hosting and maintenance.

Yakov has since developed a number of other branded e-commerce sites for clients, selling a variety

of products including sporting goods, chocolates and cosmetics, with which the company now partners to provide ongoing hosting and maintenance.

Other significant accomplishments of Mr.

Yakov have included

establishing an AT&T wholesale e-commerce platform for 180,000 employees and working with high-profile clients such as Disney,

Cisco Systems, Pfizer, Motorola, and Microsoft, among many others.

Yakov also developed and maintains a complex extranet/intranet

infrastructure that allows Doremus, an Omnicom Communication subsidiary, to provide its advertising services to 50 of the top

financial institutions on a real-time basis.

Boulds is Chief Financial Officer of the Company.

Boulds currently works for the Company on a part-time basis (spending

approximately 80% of her time working for the Company) while also operating her sole accounting practice which she has led since

2009 and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure

financial statements for public companies to comply with GAAP and SEC requirements.

Boulds also currently provides outsourced

chief financial officer services for two other companies.

From August 2004 through July 2009, she was employed as a Senior Auditor

for HJ & Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation

of financial statements to comply with GAAP and SEC requirements.

Yakov have included establishing an AT&T wholesale e-commerce platform for 180,000 employees

and working with high-profile clients such as Disney, Cisco Systems, Pfizer, Motorola, and Microsoft, among many others.

developed and maintains a complex extranet/intranet infrastructure that allows Doremus, an Omnicom Communication subsidiary, to provide

its advertising services to 50 of the top financial institutions on a real-time basis.

Rachel Boulds is Chief

Financial Officer of the Company.

Boulds currently works for the Company on a part-time basis (spending approximately 80% of her time

working for the Company) while also operating her sole accounting practice which she has led since 2009 and which provides all aspects

of consulting and accounting services to clients, including the preparation of full disclosure financial statements for public companies

to comply with GAAP and SEC requirements.

Boulds also currently provides outsourced chief financial officer services for two other

From August 2004 through July 2009, she was employed as a Senior Auditor for HJ & Associates, LLC, where she performed

audits and reviews of public and private companies, including the preparation of financial statements to comply with GAAP and SEC requirements.

From 2003 through 2004, Ms.

Boulds was employed as a Senior

Auditor at Mohler, Nixon and Williams.

From September 2001 through July 2003, Ms.

Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams.

From September 2001 through July 2003,

Boulds worked as an ABAS Associate for PriceWaterhouseCoopers.

From April 2000 through February 2001, Ms.

Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com.

Boulds was employed as an

e-commerce Accountant for the Walt Disney Group’s GO.com.

Boulds earned a B.S.

in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.

Smith is Vice President of the Company.

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

in the merchant services industry.

in Accounting from San Jose University in 2001

and is licensed as a CPA in the state of Utah.

Patrick Smith is Vice

President, Finance of the Company.

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

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

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.

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.

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.

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.

1996 to 2004, 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.

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.

Ehud Ernst is one of

our independent directors and Chairman of the Audit Committee of the Board of Directors.

Since 2015, Mr.

Ernst has been the chief executive

officer of HyperTail.es.

From 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,

1 unchanged sentence

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.

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

Amir 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.

There are no arrangements or understandings with any of our principal

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

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

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior

to that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic

violations and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of

any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action),

the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law,

and the judgment has not been reversed, suspended, or vacated.

to the early stage nature of our business, we do not have an audit committee, nor have our board of directors deemed it necessary

to have an audit committee financial expert.

Insofar that we are not a listed security, we are not required to have an audit committee.

the next 12 months, however, we expect to have several committees in place, including a compensation, budget and audit committee.

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;

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.

Sternhell served in the Directorate of Military Intelligence for the Israel Defense

Forces, and was awarded the Most Outstanding Soldier of the Corp.

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.

Alina Dulimof is

one of our independent directors.

She is currently Chief Operating Officer and Head of Investor Relations and Business Development

at Dorset Management LLC, a commodity trading hedge fund she co-founded.

Since 2017, she has served as a managing director responsible

for business development with Park Avenue Securities (PAS), a wealth management advisory firm in New York.

Prior to PAS, from 2012 to

2017, she was a partner with Nationwide Planning Associates and from 2007-2009, she was a VP, Private Banking at Merrill Lynch in New

She has passed the Series 7 (FINRA-General.

Securities Representative exam) and Series 66 (NASAA_Uniform Combined State Law exam)

From 1999 to 2007, Ms.

Dulimoff was an Investment Manager with BrainHeart, a VC firm in Stockholm, where she was responsible for

investment decisions, while supporting the management teams of its portfolio companies.

As an entrepreneur, Ms.

Dulimof achieved successful

exits from 2 of her startups, prior to joining BrainHeart.

For over 15 years she had managed, advised and invested in a wide range of

companies in Blockchain technology, Fintech, 5G, IoT, Cybersecurity, AI, Robotics, E-commerce, Creator economy, Mobile, OOH advertising

and Biotech, alongside entrepreneurs, venture capital and private equity firms.

Prior to her investment management career, she was a technology

executive, starting at Ericsson in Stockholm, directly after her graduation with distinction with a degree in Nuclear Physics from Bucharest

University in 1988.

At Ericsson, she held executive positions within diverse business areas, from research to product development, marketing

and strategic partnerships.

During her tenure at Ericsson she earned an Executive MBA from Stockholm School of Economics in 2001.

is a CFA charter holder.

None of our directors or officers

are related to each other.

There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or

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

No officer or director has,

during the past five years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general

partner or executive officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by

a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal

or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Director Independence

Our 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 have three (3) independent directors on the Board of Directors.

The directors will be elected annually by our stockholders.

Because 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.

Our Board of Directors has determined that Alina Dulimof, 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.

Audit 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

Board of Directors has adopted a code of business conduct and ethics, the “Code of Business Conduct,”

to ensure that

our business is conducted in a consistently legal and ethical manner.

Our policies and procedures cover all major areas of professional

conduct, including employee policies, conflicts of interest, protection of confidential information, and compliance with applicable

laws and regulations.

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 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.

Role of the Board of Directors in Risk Oversight

The 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.

risk oversight, therefore, is an important priority of the Board of Directors.

While the Board of Directors

oversees our risk management, management is responsible for day-to-day risk management processes.

Our Board 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.

of Directors expects to review and adjust our risk management strategies at regular intervals or as needed.

Code of Business Conduct

Our Board of Directors has

adopted a code of business conduct and ethics, the “Code of Business Conduct,” to ensure that our business is conducted in

a consistently legal and ethical manner.

Our policies and procedures cover all major areas of professional conduct, including employee

policies, conflicts of interest, protection of confidential information, and compliance with applicable laws and regulations.

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

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 Committees

Our Board of Directors has

an Audit Committee, Compensation Committee and a Nominating and Corporate Committee.

Audit Committee

The Audit Committee consists

of Ehud Ernst, Alina Dulimof, 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

The Audit 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,

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;

reviewing 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;

reviewing and approving any related party transactions.

The composition of our Audit

Committee complies with all applicable requirements of the SEC and the listing requirements of the Nasdaq Capital Market.

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

Compensation Committee

The Compensation Committee

consists of Alina Dulimof, 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:

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

evaluating 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;

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

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

Nominating and Corporate

Governance Committee

The Nominating and Corporate

Governance Committee consists of Alina Dulimof, Ehud Ernst and Amir Sternhell with Mr.

Sternhell serving as Chairman.

The responsibilities

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

making 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;

reviewing 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 members;

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

Compensation Committee Interlocks and Insider

Participation

None 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 Committee.

Executive Compensation

table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed

fiscal years for all services rendered to us.

Compensation Table

The table below summarizes

all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services

rendered to us.

Summary Compensation Table

Name and Principal Position

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Incentive Plan

CEO, (1) Chairman

2 unchanged sentences

Rachel Boulds,

Partially accrued

but not paid.

Partially accrued but not paid.

Car allowance

Stock based compensation

of options granted during the years ended December 31, 2020 and 2019.

October 20, 2017, the Company entered into a new employment agreement with Ronny Yakov for 7 years 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 annual stock option grant as described under “Outstanding Equity Awards at Fiscal Year-End”

As of December 31, 2020, no bonuses have been accrued or paid.

Further, the agreement provides for 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.

April 10, 2018, the Company entered into an employment agreement with Patrick Smith until either party terminates the agreement.

The agreement provides for an annual salary of $175,000, an annual bonus of up to $45,000.

As of December 31, 2020, no bonuses

Stock based compensation of options granted during the years ended December 31, 2021 and 2020.

Employment Agreements

On October 20, 2017, the Company

entered into a new employment agreement with Ronny Yakov for 7 years 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 annual stock option

grant as described under “Outstanding Equity Awards at Fiscal Year-End” below.

As of December 31, 2021, $490,000 of bonuses

have been accrued or paid.

Equity Awards at Fiscal Year-End

of December 31, 2020, the following equity awards were outstanding:

the terms of Mr.

Smith’s employment agreement, he was granted stock options to purchase up to 265,172 shares of common stock

at an exercise price of $0.003 per share.

The grant vests at the rate of 1/5 beginning on each anniversary of the effective date

of grant (April 10, 2018).

The stock options will cease vesting after the termination of Mr.

Smith’s employment and any

unvested options shall be forfeited upon the termination of employment.

the terms of Mr.

Yakov’s employment agreement, effective on January 1, 2018, and on each anniversary thereafter during the

term of his employment agreement, the Company will grant to him options to purchase up to 6,667 shares of common stock with a

per share exercise price equal $0.03 per share.

Each stock option shall become exercisable in increments of one-third upon each

anniversary of the date on which it is granted.

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.

Further, the agreement provides for 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.

On April 10, 2018, the Company

entered into an employment agreement with Patrick Smith until either party terminates the agreement.

The agreement provides for an annual

salary of $175,000, an annual bonus of up to $45,000.

During the year ended December 31, 2021, Mr.

Smith received a $90,000 bonus.

Subsequent Events Relating to Employment Agreements

On January 11, 2022, the Company

entered into a new employment agreement with Mr.

Yakov (the “Yakov Agreement”) and a new employment agreement with Mr.

(the “Smith Agreement”).

The Yakov Agreement maintains Mr.

Yakov’s role as the Company’s Chief Executive Officer

through December 31, 2027 and extended for one-year terms thereafter.

The Smith Agreement maintains Mr.

Smith’s role as the Company’s

Vice President, Finance unless terminated or upon his resignation.

The Yakov Agreement increases

Yakov’s base salary to $750,000 and he will continue to be eligible for insurance coverages and benefits available to the Company’s

employees pursuant to the terms of such plans.

Yakov also received a $490,000 bonus for acquisitions closed by the Company in 2020

and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross purchase price paid in connection

with a future acquisition.

Yakov shall be eligible to receive an annual bonus of Three Hundred Thousand Dollars ($300,000) based on

performance criteria established by the Board.

In addition, on an annual basis, Mr.

Yakov shall receive options to purchase up to 200,000

shares of common stock of the Company at an exercise price of $0.001 per share.

The Yakov Agreement also states

Yakov’s employment is terminated without cause or he voluntarily terminates his employment for good reason, he will

continue to receive his base salary for the remainder of the term along with all earned bonuses.

In the event the termination is in connection

Yakov’s death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through

the termination date and all bonuses earned through the termination date.

The Smith Agreement increases

Smith’s base salary to $350,000 and he will continue to be eligible for insurance coverages and benefits available to the

Company’s employees pursuant to the terms of such plans.

Smith shall be eligible to receive an annual bonus of One Hundred Fifty

Thousand Dollars ($150,000) based on performance criteria established by the Committee.

In addition, Mr.

Smith shall receive options (the

“Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.001 per share.

vest equally over five years at the rate of one-fifth (1/5 th ) beginning on the anniversary of the Effective Date of the Agreement.

The Smith Agreement also states

Smith’s employment is terminated without cause or he voluntarily terminates his employment for good reason, he will

continue to receive his base salary for the remainder of the term along with all earned bonuses.

In the event the termination is in connection

Smith’s death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through

the termination date and all bonuses earned through the termination date.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2021, the

following equity awards were outstanding:

Per the terms of Mr.

employment agreement, he was granted stock options to purchase up to 265,172 shares of common stock at an exercise price of $0.003 per

The grant vests at the rate of 1/5 beginning on each anniversary of the effective date of grant (April 10, 2018).

The stock options

will cease vesting after the termination of Mr.

Smith’s employment and any unvested options shall be forfeited upon the termination

of employment.

Per the terms of Mr.

employment agreement, effective on January 1, 2018, and on each anniversary thereafter during the term of his employment agreement, the

Company will grant to him options to purchase up to 6,667 shares of common stock with a per share exercise price equal $0.03 per share.

Each stock option shall become exercisable in increments of one-third upon each anniversary of the date on which it is granted.

On 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.

2020 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:

The 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.

240,000 shares of our common are reserved for issuance under the Plan.

Grants of 61,838 restricted

shares of common stock have been issued under the Plan as of December 31, 2021.

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).

The 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 provides 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.

In connection with the administration

of our 2020 Equity Incentive Plan, our Compensation Committee:

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

grants the awards to those selected to participate;

determines the exercise price for options;

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

Any 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.

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,

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.

The 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.

In 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:

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

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

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

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

Awards 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.

Director Compensation

Our directors received the

following fixed compensation for their services as directors during the fiscal year ended December 31, 2021.

Name and Principal Position

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Geroge Kastisiaunis

Incentive Plan

Alina Dulimof

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 March 22, 2021, information regarding the beneficial ownership of each class of our voting

securities by:

(i) our officers and directors;

Directors 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

The following table sets forth,

as of March 18, 2022, information regarding the beneficial ownership of each class of our voting securities by:

(i) our officers

and directors;

(ii) all of our officers and directors as a group;

and (iii) each person known

by us to beneficially own 5% or more of any class of our outstanding voting securities.

Generally, a person is deemed to be a

“beneficial owner”

of a security if that person has or shares the power to dispose or to direct the disposition of

such security.

A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire

beneficial ownership within 60 days.

address of each holder listed below, except as otherwise indicated, is c/o The OLB Group, Inc., 200 Park Avenue, Suite 1700, New

and (iii) each person known by us to beneficially own 5% or more of

any class of our outstanding voting securities.

Generally, a person is deemed to be a “beneficial owner” of a security if

that person has or shares the power to dispose or to direct the disposition of such security.

A person is also deemed to be a beneficial

owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

The address of each holder

listed below, except as otherwise indicated, is c/o The OLB Group, Inc., 200 Park Avenue, Suite 1700, New York, NY.

Name of Beneficial Owner

Stock Beneficially

Voting Shares

5% Beneficial Owners

John Herzog (4)

Armistice Capital (7)

Directors and Officers

Ronny Yakov (5)

3,898,620 (5)

4,619,835 (5)

Rachel Boulds

Patrick Smith (6)

Alina Dulimof

Amir Sternhell

All directors and executive officers as a group (6 persons)

SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares

which the individual or entity has the right to acquire within sixty days.

1) Percentage

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.

and 28,524 shares of common stock held by John E Herzog TTEE John E Herzog

REV Trust U/A/D 02/07/2014.

Less than 1%.

Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days.

Percentage ownership of common stock is based on 14,702,804 shares of our common stock plus 514,777 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise voting power on an as-converted basis.

The number of shares and percentage ownership of Series A Preferred Stock is presented on an as-converted basis and is based on 4,633 shares of Series A Preferred Stock outstanding (which such shares of Series A Preferred Stock are convertible into 514,777 shares of common stock accordance with the Certificate of Designations (as hereinafter defined)).

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.

Percentage of voting stock is based on 10,808,032 shares of our common stock and 4,633 shares of Series A Preferred Stock (convertible into 514,777 shares of common stock) outstanding on December 13, 2021.

Includes 735,784 shares of common stock owned by Mr.

Herzog and 28,524 shares of common stock held by John E Herzog TTEE John E Herzog REV Trust U/A/D 02/07/2014.

John Herzog is the Chairman of Herzog & Co.

and the trustee of the trust.

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

are a party to certain related party transactions, as described below.

accordance with the requirements of the Term Loan, on May 9, 2018, we entered into separate share exchange agreements with the

stockholders of OmniSoft (the “OmniSoft Share Exchange Agreement”) and CrowdPay (the “CrowdPay Share Exchange

Agreement”

and together with the OmniSoft Share Exchange Agreement, the “Share Exchange Agreements”).

to the terms of the OmniSoft Share Exchange Agreement, the stockholders of OmniSoft (Ronny Yakov, our Chief Executive Officer

and director, and Mr.

Herzog, an affiliate of the Company) transferred to us all of the issued and outstanding shares of OmniSoft

common stock in exchange for an aggregate of 1,833,333 shares of our common stock.

Pursuant to the terms of the CrowdPay Share

Exchange Agreement, the stockholders of CrowdPay (Mr.

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 to purchase one share of common stock each at a purchase price of $9.00 per share and 200,719 Series B Warrants to purchase one share of common stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual Report.

Includes (i) 13,332 vested options, (ii) 113,444 shares of common stock underlying Series A Preferred Stock, and (iii) shares of common stock underlying 227,003 Series A Warrants to purchase one share of common stock each at a purchase price of $9.00 per share and 56,751 Series B Warrants to purchase one share of common stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual Report.

Consists of 106,068 vested options.

As reported on Schedule 13G filed with the SEC on February 15, 2022.

Certain Relationships and Related

Transactions, and Director Independence

We are a party to certain

related party transactions, as described below.

OmniSoft and CrowdPay

In accordance with the requirements

of the Term Loan, on May 9, 2018, we entered into separate share exchange agreements with the stockholders of OmniSoft (the “OmniSoft

Share Exchange Agreement”) and CrowdPay (the “CrowdPay Share Exchange Agreement” and together with the OmniSoft Share

Exchange Agreement, the “Share Exchange Agreements”).

Pursuant to the terms of the OmniSoft Share Exchange Agreement, the

stockholders of OmniSoft (Ronny Yakov, our Chief Executive Officer and director, and Mr.

Herzog, an affiliate of the Company) transferred

to us all of the issued and outstanding shares of OmniSoft common stock in exchange for an aggregate of 1,833,333 shares of our common

Pursuant to the terms of the CrowdPay Share Exchange Agreement, the stockholders of CrowdPay (Mr.

Yakov and Mr.

Herzog) transferred to us all of the issued and outstanding

shares of CrowdPay common stock in exchange for an aggregate of 2,916,667 shares of the Company’s common stock.

The transactions

contemplated by the Share Exchange Agreements closed on May 9, 2018.

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.

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

pursuant to a promissory note dated July 12, 2016, brought the total amount loaned from Mr.

Herzog) transferred

to us all of the issued and outstanding shares of CrowdPay common stock in exchange for an aggregate of 2,916,667 shares of the Company’s

common stock.

The transactions contemplated by the Share Exchange Agreements closed on May 9, 2018.

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.

During 2017, Mr.

Herzog loaned

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

Herzog pursuant to a promissory note

dated July 12, 2016, brought the total amount loaned from Mr.

Herzog to $216,500).

On November 20,

2017, the $216,500 of principal and $35,105 of accrued interest was converted into 83,868 shares of the Company’s common

March 12, 2018, the Company received $30,000 from John Herzog.

The advance was used for operating expenses, is unsecured, bore

no interest was due on demand.

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

July 2018, the Company issued to Mr.

Herzog a subordinated promissory note in the principal amount of $1,000,000 for cash proceeds

of $1,000,000.

At the time of issuance, the note was to mature on March 31, 2019 (though the Company has the right to prepay the

note, in whole or in part, at any time prior to maturity) and bears interest at a rate of 12% per annum, compounding annually.

The note is secured by shares of common stock of a publicly traded company held by the Company (the “Note Collateral Shares”).

The note is subordinated to the Credit Agreement, other than the Note Collateral Shares.

The Company used the proceeds received

Herzog to make the initial payment under the Credit Agreement.

March 1, 2019, the Company entered into Amendment No.

1 to the subordinated promissory note with Mr.

The purpose of the

amendment was to amend the subordinated promissory note issued in July 2018 to reflect an increase in the amount of principal

due under the note from $1,000,000 to $3,000,000 reflecting a payment made by Mr.

Herzog to the Company of $2,000,000 on November

14, 2018 (the proceeds of which were used by the Company to make a second required payment under the Credit Agreement) and to

extend the maturity date of the subordinated promissory note from March 31, 2019 to September 30, 2020.

On June 25, 2019, the

Company entered into Amendment No.

On November 20, 2017, the $216,500 of principal and

$35,105 of accrued interest was converted into 83,868 shares of the Company’s common stock.

On March 12, 2018, the Company

received $30,000 from John Herzog.

The advance was used for operating expenses, is unsecured, bore no interest was due on demand.

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

In July 2018, the Company

issued to Mr.

Herzog a subordinated promissory note in the principal amount of $1,000,000 for cash proceeds of $1,000,000.

of issuance, the note was to mature on March 31, 2019 (though the Company has the right to prepay the note, in whole or in part, at any

time prior to maturity) and bears interest at a rate of 12% per annum, compounding annually.

The note is secured by shares of common stock

of a publicly traded company held by the Company (the “Note Collateral Shares”).

The note is subordinated to the Credit Agreement,

other than the Note Collateral Shares.

The Company used the proceeds received by the Mr.

Herzog to make the initial payment under the

Credit Agreement.

On March 1, 2019, the Company

entered into Amendment No.

1 to the subordinated promissory note with Mr.

December 10, 2019, Mr.

Herzog provided a letter to the Company whereby he addressed his prior commitments to provide financial

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

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 purpose of the amendment was to amend the subordinated

promissory note issued in July 2018 to reflect an increase in the amount of principal due under the note from $1,000,000 to $3,000,000

reflecting a payment made by Mr.

Herzog to the Company of $2,000,000 on November 14, 2018 (the proceeds of which were used by the Company

to make a second required payment under the Credit Agreement) and to extend the maturity date of the subordinated promissory note from

March 31, 2019 to September 30, 2020.

On June 25, 2019, the Company entered into Amendment No.

2 to the subordinated promissory note with

On December 10, 2019, Mr.

Herzog provided a letter to the Company whereby he addressed his prior commitments to provide financial assistance to the Company and

agreed to provide us with financial support, that may be needed, to assist with our ongoing working capital needs (other than our obligations

to pay principal or interest with respect to the Excel Loan and Credit Agreement).

On May 13, 2020, Mr.

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.

On July 24, 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.

On 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 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.

The accrued compensation due

Yakov and the advances to be repaid to Mr.

Yakov do not bear any interest or have any term.

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 May 13, 2020, Mr.

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.

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.

On 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 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.

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 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 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.

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

terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent

directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent

legal counsel.

the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions,

or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were

or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security

holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the

immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the

ordinary course of business).

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.

On January 3, 2022, the Company

entered into a share exchange agreement with Mr.

Yakov and Mr.

Herzog who represented all of the shareholders of Crowd Ignition, Inc.

(“Crowd Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of

the common stock, par value $0.0001 of the Company (the “CI Issued Shares”).

The value of the CI Issued Shares was, for purposes

of the transaction, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion

was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million.

Statement of Policy

All future transactions between

us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be

obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in

the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

To the best of our knowledge,

during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions,

or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount

involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record

or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons,

has an interest (other than compensation to our officers and directors in the ordinary course of business).

Principal Accountant Fees and Services

is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last

two fiscal years.

Below is the aggregate amount

of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

Audit fees – Services provided by Daszkal Bolton LLP

Audit fees – Services provided by Marcum LLP

Audit related fees

All other fees

of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally

provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved

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.

of Incorporation, as amended (6)

All of the professional services

rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection

with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Consist 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.

Audit Related Fees

Consist 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”.

Consist 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, 2021.

All Other Fees

Consist of fees for product

and services other than the services reported above.

Policy for Approval of Audit and Permitted

Non-Audit Services

The 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.

Exhibit Number

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

Certificate 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)

Warrant, 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)

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.

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.

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)

Amendment No.

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)

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.

and the stockholders of CrowdPay.US, Inc.

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

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

and the stockholders of OmniSoft, Inc.

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

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

Amendment No.

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)

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.

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 (8)

Debt 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.

Debt 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.

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

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

Form of 2020 Equity Incentive Plan (10)

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

Underwriting Agreement with Aegis Capital Corp.

dated August 6, 2020.

Asset Purchase Agreement dated November 24, 2021 by and between the Company and FFS Data Corporation (15) .

Share Exchange Agreement dated January 3, 2022 between the Company and all of the shareholders of Crowd Ignition, Inc.

Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc.

related to “Cell 3” (4,000 square feet) ( 17 ) .

Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc.

related to “Cell 4” (6,000 square feet) (17) .

Exhibit Number

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

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)

Data Files for The OLB Group, Inc.

Form 10-K for the period ended December 31, 2020 (*)

(1) Incorporated

by reference to Current Report on Form 8-K filed April 13, 2018.

(2) Incorporated

by reference to Form 8-K filed May 15, 2018.

(3) Incorporated

by reference to Form 8-K filed August 3, 2018.

(4) Incorporated

by reference to Form 8-K filed March 12, 2019.

(5) Previously

filed with Form S-1 on June 26, 2019.

(6) Previously

filed with Form S-1 on December 18, 2019.

(7) Previously

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.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Incorporated by reference to Current Report on Form 8-K filed April 13, 2018.

Incorporated by reference to Form 8-K filed May 15, 2018.

Incorporated by reference to Form 8-K filed August 3, 2018.

Incorporated by reference to Form 8-K filed March 12, 2019.

Previously filed with Form S-1 on June 26, 2019.

Previously filed with Form S-1 on December 18, 2019.

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

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

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

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

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

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

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

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

Incorporated by reference to Form 8-K filed November 30, 2021.

Incorporated by reference to Form 8-K filed January 5, 2022.

Incorporated by reference to Form 8-K filed January 11, 2022

Form 10-K Summary

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

OLB Group, Inc.

In accordance with Section

13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The OLB Group, Inc.

March 28, 2022

Chief Executive

Rachel Boulds

/s/ Ronny Yakov

Chief Executive Officer

/s/ Rachel Boulds

Rachel Boulds

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.

Executive Officer and Chairman

George Katsiaunis

and Chairman of the Audit Committee

George Katsiaunis

Amir Sternhell

Chief Financial Officer

In 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.

/s/ Ronny Yakov

Chief Executive Officer and Chairman

March 28, 2022

/s//Amir Sternhell

Director and Chairman of the Audit Committee

March 28, 2022

Amir Sternhell

/s/ Ehud Ernst

March 28, 2022

/s/ Alina Dulimof

March 28, 2022

Alina Dulimof

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