What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-08-12 · 252 added, 246 removed, 20 unchanged (96% of the section changed)

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

Forward-Looking

information in this report contains forward-looking statements.

All statements other than statements of historical fact made in this

report are forward looking.

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

position are forward-looking statements.

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

“estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,”

“expects,” “may,” “will,” or “should” or other variations or similar words.

No assurances

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

Forward-looking statements reflect

management’s current expectations and are inherently uncertain.

If underlying assumptions prove inaccurate or unknown risks or

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

These risks and uncertainties

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

2021 filed with the Securities and Exchange Commission.

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

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

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

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

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

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

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

This discussion

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

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

Such discussion represents only the best present

assessment of our management.

Overview and Description of Business

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

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

We seek to accomplish this by providing

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

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

Forward-Looking Statements

The information in this report

contains forward-looking statements.

All statements other than statements of historical fact made in this report are forward looking.

In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking

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

“could,” “possibly,” “probably,” anticipates,” “projects,” “expects,”

“may,” “will,” or “should” or other variations or similar words.

No assurances can be given that the

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

Forward-looking statements reflect management’s current

expectations and are inherently uncertain.

If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our

actual results may differ significantly from management’s expectations.

These risks and uncertainties include those factors described

in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities

and Exchange Commission.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,

actual results may vary in material respects from those anticipated in these forward-looking statements.

The Company undertakes no

obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except

as may be required under applicable securities laws.

You are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case

of documents referred to or incorporated by reference, the date of those documents.

The following discussion and

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

This discussion should not be construed

to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily

be indicative of actual operating results in the future.

Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

We are a FinTech company that focuses on a suite of products in the

merchant services and payment facilitator verticals that seeks to provide integrated business solutions to merchants throughout the United States.

We seek to accomplish this by providing merchants with a wide range of products and services through our various online platforms, including

financial and transaction processing services.

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

We supplement our online

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

Our business functions primarily through three

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

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

We expect to build out our

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

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

respect to our eVance business, our merchants are currently processing over $100,000,000 in gross transactions monthly and average approximately

1,400,000 transactions a month.

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

Our business functions

primarily through three wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay, though substantially all of our revenue has been

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

We expect to build out our OmniSoft software business and to rely more on our payment processing model for revenue so that we are not

dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.

With respect to our eVance

business, our merchants are currently processing over $100,000,000 in gross transactions monthly and average approximately 1,400,000 transactions

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

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

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

SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately $9,000,000

of monthly gross transactions (though our revenue from these transactions is limited).

In July 2019, we launched a new merchant and ISO

boarding system that will be able to onboard merchants instantly.

This provides the merchant with an automated approval and ISOs will

have the ability to see all their merchants and their residuals as they load to the system.

May 22, 2020, the Company purchased certain assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements

with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”).

The assets included, but were

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

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

The purpose of OLBit is to hold the Company’s

assets and operate its business related to its emerging cryptocurrency-related lending and transactional business.

July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary (“DMINT”) to operate in the cryptocurrency mining industry.

DMINT has initiated the first phase of the cryptocurrency mining operation by placing purchase orders for data centers and ASIC-based

Antminer S19J Pro mining computers specifically configured to mine Bitcoin.

The first lot of equipment is being used to establish a proof

of concept before DMINT expands the number of computers in operation.

As of June 30, 2022, DMint has purchased 1,000 computers, of which

650 computers have been delivered with 250 online and mining for Bitcoin, 400 computers are in process of being installed and 350 additional

computers are scheduled for delivery in 2022.

It has six data centers located in Pennsylvania where it has mined ten Bitcoin.

entered into an exclusive agreement whereby it has rights to all of the natural gas produced by 15 mines in Bradford, Pennsylvania.

natural gas is taken directly from the well heads to generate electricity required to power the mining computers.

As configured, it is

expected that the computers purchased will have a combined computing power of approximately 100 petahash per second.

If the initial mining

operation results are as anticipated, DMINT plans to expand the number of mining computers every quarter, whereby it would aim to have

the computing power of 500 petahash per second by the end of 2022.

January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition).

Ignition is a web-based crowdfunding software system.

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of

the Company, owned 100% of the equity of Crowd Ignition.

The software provides broker-dealer, merchant banks and law firms a platform

to market crowdfunding offerings, collect payments and issue securities.

The software has been developed in response to, and to comply

with, recent changes in investment regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act

(Regulation CF), including raising the crowdfunding limit from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50

companies registered with the SEC to provide the services permitted under Regulation CF.

of Operations

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

results from operations of The OLB Group, Inc.

and its subsidiaries for the three and six months ended June 30, 2022 and 2021.

Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

the three months ended June 30, 2022, we had total revenue of $8,372,435 compared to $2,833,572 of revenue for the three months ended

June 30, 2022, an increase of $5,538,863 or 195.5%.

We earned $7,813,969 in transaction and processing fees, $18,174 in merchant equipment

rental and sales, $332,326 in other revenue from monthly recurring subscriptions and $207,966 of other revenue from the Cryptocurrency

Mining segment during the three months ended June 30, 2022, compared to $2,666,049 in transaction and processing fees, $46,896 in merchant

equipment sales and $120,627 in other revenue during the three months June 30, 2021.

The increase in revenue was a result of an increase

in the amount of fees earned from merchant processing transactions primarily due to the revenue attributed to the merchant portfolio

acquired in the fourth quarter ended December 31, 2021 and to revenue from cryptocurrency mining, which we did not have in the prior

The accounts consist of businesses

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

We have integrated all the

applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway, SecurePay.comTM.

SecurePay.comTM,

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

(though our revenue from these transactions is limited).

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

able to onboard merchants instantly.

This provides the merchant with an automated approval and ISOs will have the ability to see all their

merchants and their residuals as they load to the system.

On May 22, 2020, the

Company purchased certain assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and arrangements with the Doublebeam

merchant payment processing platform (the “POSaBIT Asset Acquisition”).

The assets included, but were not limited to, software

source codes, customer lists, customer contracts, hardware and website domains.

On May 14, 2021, the Company

formed OLBit, Inc., a wholly owned subsidiary (“OLBit”).

The purpose of OLBit is to hold the Company’s assets and operate

its business related to its emerging cryptocurrency-related lending and transactional business.

On July 23, 2021, we formed DMINT, Inc., a wholly owned subsidiary

(“DMINT”) to operate in the cryptocurrency mining industry.

DMINT has initiated the first phase of the cryptocurrency mining

operation by placing purchase orders for data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine

The first lot of equipment is being used to establish a proof of concept before DMINT expands the number of computers in operation.

As of September 30, 2022, DMint has purchased 1,000 computers, of which all computers have been delivered with 350 online and mining for

Bitcoin and 400 computers are in process of being installed at the Company’s newly acquired building in Selmer, Tennessee.

six data centers located in Pennsylvania where it has mined 25 Bitcoin.

It has entered into an exclusive agreement whereby it has rights

to all of the natural gas produced by 15 mines in Bradford, Pennsylvania.

The natural gas is taken directly from the well heads to generate

electricity required to power the mining computers.

As configured, it is expected that the computers purchased will have a combined computing

power of approximately 100 petahash per second.

If the initial mining operation results are as anticipated, DMINT plans to expand the

number of mining computers every quarter, whereby it would aim to have the computing power of 500 petahash per second by the end of 2022.

On January 3, 2022, the Company

entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc.

(“Crowd Ignition”) whereby the

Company purchased 100% of the equity of Crowd Ignition).

Crowd Ignition is a web-based crowdfunding

software system.

Ronny Yakov, Chairman and CEO of the Company and John Herzog, a shareholder of the Company, owned 100% of the equity

of Crowd Ignition.

The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect

payments and issue securities.

The software has been developed in response to, and to comply with, recent changes in investment regulations

including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding

limit from $1.07 million to $5.0 million.

Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services

permitted under Regulation CF.

Results of Operations

Management’s discussion

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

from operations of The OLB Group, Inc.

and its subsidiaries for the three and nine months ended September 30, 2022 and 2021.

Three Months Ended September 30, 2022

Compared to the Three Months Ended September 30, 2021

For the three months ended

September 30, 2022, we had total revenue of $6,246,551 compared to $2,823,921 of revenue for the three months ended September 30, 2021,

an increase of $3,302,173 or 123.2%.

We earned $5,982,177 in transaction and processing fees, $8,417 in merchant equipment rental and

sales, $94,708 in other revenue from monthly recurring subscriptions and $161,249 of other revenue from the Cryptocurrency Mining

segment during the three months ended September 30, 2022, compared to $2,680,004 in transaction and processing fees, $32,787 in merchant

equipment sales and $111,130 in other revenue during the three months ended September 30, 2021.

The increase in revenue was a result of

an increase in the amount of fees earned from merchant processing transactions primarily due to the revenue attributed to the merchant

portfolio acquired in the fourth quarter ended December 31, 2021 and to revenue from cryptocurrency mining, which we did not have in the

prior period.

Processing and servicing costs increased by $2,455,472 or 110.4%

Amortization and depreciation

expense for the three months ended June 30, 2022 was $903,353 compared to $215,903 for the three months ended June 30, 2021, an increase

of $687,450 or 318.4%.

We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

Our amortization

expense for the three months ended June 30, 2022, increased in the current year period due to the agreement with Cai Energy to purchase

natural gas to operate the cryptocurrency mining computers used in the Cryptocurrency Mining segment.

Depreciation expense for our cryptocurrency

mining segment was $702,494 in the current period due to the acquisition of Cryptocurrency Mining equipment.

and wage expense for the three months ended June 30, 2022, was $622,914 compared to $336,703 for the three months ended June 30, 2021

expense for the three months ended September 30, 2022 was $892,788 compared to $269,475 for the three months ended September 30, 2021,

an increase of $623,313 or 231.3%.

Salary and wage expense has increased due to the hiring of new employees during the latter part of 2021

and to an increase in salary for our officers.

fees for the three months ended June 30, 2022, were $292,747 compared to $383,383 for the three months ended June 30, 2021, a decrease

We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

Our amortization expense for the three months ended September 30, 2022, increased in the current year period due to the agreement with

Cai Energy to purchase natural gas to operate the cryptocurrency mining computers used in the Cryptocurrency Mining segment.

expense for our cryptocurrency mining segment was $799,716 in the current period due to the acquisition of Cryptocurrency Mining equipment.

Salary and wage expense for

the three months ended September 30, 2022, was $649,012 compared to $326,776 for the three months ended September 30, 2021, an increase

of $322,236 or 98.6%.

Salary and wage expense has increased due to the hiring of new employees during the latter part of 2021 and to an

increase in salary for our officers.

Professional fees for the

three months ended September 30, 2022, were $174,472 compared to $358,668 for the three months ended September 30, 2021, a decrease of

$184,196 or 51.4%.

Professional fees consist mainly of audit and legal fees.

The decrease in the current period is mainly due to a

decrease in legal expense.

and administrative expenses (“G&A”) for the three months ended June 30, 2022, was $1,007,908 compared to $464,985 for

the three months ended June 30, 2021, an increase of $542,923 or 116.8%.

Some of our larger G&A expenses included insurance policy

expense of $130,000 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s

business, travel of $71,000 from $11,000 in the same period of 2021, marketing and promotion of $58,000 from $7,400 in the same period

of 2021, contracted services of $180,000 from $61,000 in the same period of 2021, utilities of $133,00 from $0 in the same period of

2021 and computer and internet expense of $131,000 from $68,000 in the same period of 2021.

The decrease in the current period is mainly due to a decrease

in legal expense.

General and administrative

expenses (“G&A”) for the three months ended September 30, 2022, was $753,944 compared to $545,646 for the three months

ended September 30, 2021, an increase of $208,298 or 38.2%.

Some of our larger G&A expenses included insurance policy expense of approximately

$104,000 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s business,

travel of $71,000 from $29,000 in the same period of 2021 and utilities of $175,100 from $0 in the same period of 2021.

For the three months ended

June 30, 2022, we had other income of $393,168 compared to $11 for the three months ended June 30, 2021.

In the current period we recognized

a gain of $393,158 from the elimination of a liability associated with a prior adverse judgement which was reversed on appeal.

Our net loss for the three months ended June 30,

2022 was $1,437,954 compared to $666,136 for the three months ended June 30, 2021.

We had an increase in our net loss of $577,374 for

the reasons discussed above.

Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

the six months ended June 30, 2022, we had total revenue of $17,158,894 compared to $5,059,976 of revenue for the six months ended June

September 30, 2022, we had total other expense of $9,989 compared to other income of $10 for the three months ended September 30, 2021.

Our net loss for the three months ended September

30, 2022 was $1,712,562 compared to $900,354 for the three months ended September 30, 2021.

We had an increase in our net loss of $812,208

for the reasons discussed above.

Nine Months Ended September 30, 2022

Compared to the Nine Months Ended September 30, 2021

For the nine months ended

September 30, 2022, we had total revenue of $23,405,445 compared to $7,883,897 of revenue for the nine months ended September 30, 2021,

an increase of $15,521,548 or 196.9%.

We earned $16,227,398 in transaction and processing fees, $35,342 in merchant equipment

rental and sales, $423,848 in other revenue from monthly recurring subscriptions and $472,306 of other revenue from the Cryptocurrency

Mining segment during the six months ended June 30, 2022, compared to $4,756,313 in transaction and processing fees, $65,403 in merchant

equipment sales and $238,260 in other revenue during the six months June 30, 2021.

The increase in revenue was a result of an increase

in the amount of fees earned from merchant processing transactions primarily due to the revenue attributed to the merchant portfolio

acquired in the fourth quarter ended December 31, 2021 and to revenue from cryptocurrency mining, which we did not have in the prior

We earned $22,209,575 in transaction and processing fees, $43,759 in merchant equipment rental and

sales, $518,556 in other revenue from monthly recurring subscriptions and $633,555 of other revenue from the Cryptocurrency Mining

segment during the nine months ended September 30, 2022, compared to $7,436,317 in transaction and processing fees, $98,190 in merchant

equipment sales and $349,390 in other revenue during the nine months ended September 30, 2021.

The increase in revenue was a result of

an increase in the amount of fees earned from merchant processing transactions primarily due to the revenue attributed to the merchant

portfolio acquired in the fourth quarter ended December 31, 2021 and to revenue from cryptocurrency mining, which we did not have in the

prior period.

Processing and servicing costs increased by $11,739,731 or 200%.

Amortization and depreciation

expense for the six months ended June 30, 2022, was $1,901,943 compared to $431,807 for the six months ended June 30, 2021, an increase

of $1,470,136 or 340.5%.

expense for the nine months ended September 30, 2022, was $2,794,731 compared to $701,282 for the nine months ended September 30, 2021,

an increase of $2,093,449 or 298.5%.

We record amortization expense on our merchant portfolio, trademarks and natural gas purchase rights.

Our amortization

expense for the six months ended June 30, 2022, increased in the current year period due to the agreement with Cai Energy to purchase

natural gas to operate the cryptocurrency mining computers used in the Cryptocurrency Mining segment.

Depreciation expense for our cryptocurrency

mining segment was $1,594,250 in the current period due to the acquisition of Cryptocurrency Mining equipment.

and wage expense for the six months ended June 30, 2022 was $1,156,773 compared to $1,156,794 for the six months ended June 30, 2021

a decrease of only $21.

There were $275,000 in salary increases in 2022.

However, bonuses of $400,000 paid in the first quarter of 2021

which were one-time payments resulted in a year-over-year decrease in the total salary and wage expense for the six months period.

fees for the six months ended June 30, 2022 were $619,154 compared to $610,3217 for the six months ended June 30, 2021, an increase of

$8,827 or 1.4%.

Professional fees consist mainly of audit and legal fees.

The increase in the current period is mainly due to an increase

in legal expense during the second three months of 2022.

and administrative expenses (“G&A”) for the six months ended June 30, 2022 was $2,243,225 compared to $864,310 for the

six months ended June 30, 2021, an increase of $1,378,915 or 159.5%.

Some of our larger G&A expenses included insurance policy expense

of $166,000 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s

business, travel of $179,000 from $14,000 in the same period of 2021, marketing and promotion of $183,000 from $7,400 in the same period

of 2021, contracted services of $439,000 from $126,000 in the same period of 2021, utilities of $231,00 from $0 in the same period of

2021and computer and internet expense of $277,000 from $161,000 in the same period of 2021.

the six months ended June 30, 2022, we incurred $0 of interest expense, compared to $116,736 for the six months ended June 30, 2021,

a decrease of $116,736.

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

Loan in March 2021.

For the six months ended June

30, 2022, we had other income of $393,179 compared to $24 for the six months ended June 30, 2021.

In the current period we recognized

a gain of $393,158 from the reversal of a liability associated with a prior adverse judgement on appeal.

Our net loss for the six months ended June 30,

2022 was $2,893,550 compared to $1,765,993 for the six months ended June 30, 2021.

We had an increase in our net loss of $933,113 for

the reasons discussed above.

and Capital Resources

and Uncertainties

Company’s financial condition and results of operations may be adversely affected by a further prolonging of the COVID-19

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

to experience impacts of the COVID-19 pandemic in the U.S.

as some workers were forced to quarantine or convalesce as a result of the

spread of the COVID-19 virus.

The Company is currently following the recommendations of local health authorities to minimize exposure

risk for its employees and visitors.

During the first six months of 2022, the Company did not attribute any material impact on its business

as a result of the pandemic.

However, the duration of this pandemic continues to remain unknown.

If there was another increase in cases

requiring quarantines or closures of businesses by our merchants, the duration of the business disruption and related financial impact

cannot be reasonably estimated at this time.

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

of COVID-19 during 2022 and believe that its business being principally operated using digital platforms, in the long-term, will suffer

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

Our amortization expense for the nine months ended September 30, 2022, increased in the current year period due to the agreement with

Cai Energy to purchase natural gas to operate the cryptocurrency mining computers used in the Cryptocurrency Mining segment.

expense for our cryptocurrency mining segment was $2,393,966 in the current period due to the acquisition of Cryptocurrency Mining equipment.

Salary and wage expense for the nine months ended

September 30, 2022 was $1,805,785 compared to $1,483,570 for the nine months ended September 30, 2021 an increase of $322,215.

$275,000 in salary increases in 2022.

Professional fees for the nine months ended September 30, 2022 were

$793,626 compared to $968,995 for the nine months ended September 30, 2021, a decrease of $175,369 or 18.1%.

Professional fees consist

mainly of audit and legal fees.

The decrease in the current period is mainly due to a decrease in legal and auditor expenses compared

with the prior period in which the Company completed an offering of its common stock and warrants.

General and administrative

expenses (“G&A”) for the nine months ended September 30, 2022 was $2,997,169 compared to $1,409,956 for the nine months

ended September 30, 2021, an increase of $1,587,213 or 112.6%.

Some of our larger G&A expenses included insurance policy expense of

$234,000 as a result of the cost to insure the cryptocurrency mining machines and the increase in the size of the Company’s business,

travel of $250,000 from $40,000 in the same period of 2021, marketing and promotion of $180,000 from $7,400 in the same period of 2021,

contracted services of $511,000 from $233,000 in the same period of 2021, utilities of $406,000 from $0 in the same period of 2021and

computer and internet expense of $515,000 from $182,000 in the same period of 2021.

For the nine months ended

September 30, 2022, we incurred $0 of interest expense, compared to $116,736 for the nine months ended September 30, 2021, a decrease

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

For the nine months ended

September 30, 2022, we had other income of $383,190 compared to $34 for the nine months ended September 30, 2021.

In the current period

we recognized a gain of $393,158 from the reversal of a liability associated with a prior adverse judgement on appeal.

Our net loss for the nine months ended September

30, 2022 was $4,606,112 compared to $2,666,347 for the nine months ended September 30, 2021.

We had an increase in our net loss of $1,939,765

for the reasons discussed above.

Liquidity and Capital Resources

Trends and Uncertainties

The Company’s financial condition

and results of operations may be adversely affected by a further prolonging of the COVID-19 pandemic.

The New York and Atlanta areas,

including the location of the Company’s corporate headquarters and its operations business, continued to experience impacts of the

COVID-19 pandemic in the U.S.

as some workers were forced to quarantine or convalesce as a result of the spread of the COVID-19 virus.

The Company is currently following the recommendations of local health authorities to minimize exposure risk for its employees and visitors.

During the first nine months of 2022, the Company did not attribute any material impact on its business as a result of the pandemic.

the duration of this pandemic continues to remain unknown.

If there was another increase in cases requiring quarantines or closures of

businesses by our merchants, the duration of the business disruption and related financial impact cannot be reasonably estimated at this

While the Company has specific business continuity plans to reduce the potential impact of COVID-19, during the remainder of 2022

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

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

merchants will meet the number of forecasted transactions.

2021 and the first six months of 2022, the Company experienced some disruptions to its business and disruptions for the Company’s

customers and merchants that had an impact on the number of transactions processed by the Company.

The extent to which COVID-19 or any

other health epidemic may impact the Company’s results for 2022 and beyond will depend on future developments and impacts of variants

of the virus, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity

of the continuing economic impact of the response to the COVID-19 pandemic.

Accordingly, COVID-19 could still have a material adverse

effect on the Company’s business, results of operations, financial condition and prospects during the second half of 2022 and beyond.

in Cash Flows

For the six months ended June

30, 2022, $556,820 of cash was used by operating activities, which included our net loss, offset by $3,334,499 for amortization and depreciation

expense, $142,526 for stock-based compensation $65,674 of operating lease expense and net changes in operating assets and liabilities

of $1,205,969.

the six months ended June 30, 2022, we received net cash of $706,455 in financing activities from a loan payable.

and Capital Resources

June 30, 2022, the Company had cash of $3,619,974 and working capital of $2,807,441.

The Company has approximately $3.8 million of outstanding

In 2021 and the first six

months of 2022, the Company experienced some disruptions to its business and disruptions for the Company’s customers and merchants

that had an impact on the number of transactions processed by the Company.

[From June to September 2022, the Company believes that its

business experience no disruptions to its business as a result of the pandemnic.] The extent to which COVID-19 or any other health epidemic

may impact the Company’s results for the remainder of 2022 and beyond will depend on future developments and impacts of variants

of the virus, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of

the continuing economic impact of the response to the COVID-19 pandemic.

Accordingly, COVID-19 could still have a material adverse effect

on the Company’s business, results of operations, financial condition and prospects during the remainder of 2022 and beyond.

Changes in Cash Flows

For the nine months ended

September 30, 2022, $1,028,510 of cash was used by operating activities, which included our net loss, offset by $5,204,443 for amortization

and depreciation expense, $213,219 for stock-based compensation and net changes in operating assets and liabilities of $1,840,060.

For the nine months ended

September 30, 2022, we received net cash of $631,942 in financing activities from a loan payable.

Liquidity and Capital Resources

At September 30, 2022, the Company had cash of $2,296,631 and working

capital of $2,172,843.

The Company has approximately $3.4 million of outstanding liabilities.

On March 2, 2021, the Company,

3 unchanged sentences

purchase Common Stock were cancelled.

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

On October 11, 2021, the Company obtained forgiveness of all amounts due under the PPP Loan.

November 2, 2021, the Company entered into a series of securities purchase agreements with certain institutional accredited investors

pursuant to which the Company issued and sold, in a private placement (i) 1,969,091 shares (the “Shares”) of the Company’s

Common Stock (ii) pre-funded warrants exercisable for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”)

with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants exercisable for a total of 4,545,455 shares of Common

Stock (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with

an exercise price of $6.50 per Common Warrant Share.

The offering closed on November 5, 2021 and the Company received net proceeds of

approximately $22.9 million, after deducting placement agent fees and other offering expenses.

The Company intends to use the net

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

to expand and market its current products and for working capital and general corporate purposes.

Company has reviewed its cash flow for 2022, projected operating cash flows for 2022 and 2023 and performed an overall analysis of market

trends to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months

from the date of this Quarterly Report.

As a result of (a) the improved transaction volume trends the Company experienced during

2021 and the first six months ended June 30, 2022, (b) the increase in the number of merchants after the acquisitions of several portfolios

In addition, the Company has

received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP Loan”).

On October 11,

2021, the Company obtained forgiveness of all amounts due under the PPP Loan.

On November 2, 2021, the Company

entered into a series of securities purchase agreements with certain institutional accredited investors pursuant to which the Company

issued and sold, in a private placement (i) 1,969,091 shares (the “Shares”) of the Company’s Common Stock (ii) pre-funded

warrants exercisable for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price

of $0.0001 per Prefunded Warrant Share, and (iii) warrants exercisable for a total of 4,545,455 shares of Common Stock (the “Common

Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $6.50

per Common Warrant Share.

The offering closed on November 5, 2021 and the Company received net proceeds of approximately $22.9 million,

after deducting placement agent fees and other offering expenses.

The Company intends to use the net proceeds from the offering to invest

in or acquire companies or technologies that are synergistic with or complimentary to its business, to expand and market its current products

and for working capital and general corporate purposes.

The Company has reviewed its

cash flow for 2022 and projected operating cash flows for the remainder of 2022 and 2023 and performed an overall analysis of market trends

to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months from the

date of this Quarterly Report.

As a result of (a) the improved transaction volume trends the Company experienced during 2021 and

the first nine months ended September 30, 2022, (b) the increase in the number of merchants after the acquisitions of several portfolios

during 2021, and (c) the funds received from the capital raises and PPP Loan, as discussed above, the Company believes it has sufficient

liquidity in order to sustain operations for at least the twelve months following the filing of this Quarterly Report.

Accounting Policies

to our Form 10-K for the year ended December 31, 2021, for a full discussion of our critical accounting policies.

July 12, 2022, the Board of the Company authorized a share repurchase program, pursuant to which the Company may repurchase up to 1 million

shares of its outstanding shares of common stock.

The Board authorized the Company to purchase its common stock from time to time on

a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended

to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements.

The Company expects to fund these repurchases through existing cash balances.

Decisions regarding the amount and the timing of purchases

under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other

The Company is not obligated to acquire any particular amount of its common stock.

This program has no set termination date

and may be suspended or discontinued by the Board at any time.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

the information under this Item.

Critical Accounting Policies

Refer to our Form 10-K for

the year ended December 31, 2021, for a full discussion of our critical accounting policies.

Subsequent Events

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

We are a smaller reporting

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis