What changed in this filing

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Item 9A. Controls and Procedures

2023-03-30 compared with 2022-03-28 · 295 added, 355 removed, 458 unchanged (59% of the section changed)

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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.

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

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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.

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

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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

Our management assessed the effectiveness of

the Company’s internal control over financial reporting at December 31, 2022, and this assessment identified no 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.

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).

Management has concluded that, at December 31, 2022, the Company’s

internal control over financial reporting were 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.

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.

Inherent limitations on effectiveness of controls

Internal 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

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

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.

Internal 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.

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 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.

Changes in Internal Control over Financial

Although, 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 continues to make improvements to internal controls as deemed necessary for changes within our

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Disclosure Regarding Foreign Jurisdictions that Prevent

Directors, Executive Officers and

Corporate Governance

The following table sets forth

the names, ages, and titles of our executive officers and directors.

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

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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

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 Music.

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.

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.

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

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.

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

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

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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.

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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.

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.

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.

Ernst founded and was the chief executive officer of Feelternet, a creative

digital agency, which served some of the largest brands in the Israeli market.

From 2004 to 2007, Mr.

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

a large direct marketing and analytics agency in Israel.

Ernst served as division manager

at Data-Pro Proximity/BBDO, a large direct marketing and analytics agency in Israel.

From 1985 to 1999, Mr.

Ernst founded and was the chief executive officer of Ernst

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

Ernst also co-founded Impressia.com, a marketing

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

Ernst graduated from ICP New York with a degree in Photography

Amir 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.

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.

Amir Sternhell is

one of our independent directors.

Since 2016, Mr.

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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.

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

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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.

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.

She 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.

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

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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.

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

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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.

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

Board Committees

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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.

● 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

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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.

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.

● 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

● 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

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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.

● 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

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Rachel Boulds,

Partially accrued but not paid.

Car allowance

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

Stock based compensation of options granted during the years ended

December 31, 2022 and 2021 (main part vests subsequently).

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.

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”).

On January 11, 2022, the

Company entered into a new employment agreement with Mr.

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

Smith (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.

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.

Smith’s role as

the Company’s Vice President, Finance unless terminated or upon his resignation.

The Yakov Agreement

increases Mr.

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

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 (subsequently amended to $0.01 per share).

The Yakov Agreement also

states that, if Mr.

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 with Mr.

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 Mr.

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.

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 (subsequently amended to $0.01 per share).

The Smith Agreement also

states that, if Mr.

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 with Mr.

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:

As of December 31, 2022,

the following equity awards were outstanding:

Per the terms of Mr.

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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).

On December 22, 2022, the shareholders of the Company approved an amendment and restate of the

Plan to increase the number of our shares of Common Stock available for issuance under the 2020 Plan from 240,000 to 2,000,000 shares.

Grants of 715,000 options to purchase shares of common stock have been issued under the Plan as of December 31, 2022.

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).

pursuant to the Yakov Agreement, on an annual basis until December 31, 2027, Mr.

Yakov shall receive up to 200,000 options under the

The purpose of our 2020 Equity

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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.

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

● prescribes any limitations,

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

Any grant of awards to any

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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.

● 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.

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

Our directors are entitled to the

following fixed compensation for their services as directors during the fiscal year ended December 31, 2022.

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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.

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.

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.

The following table sets forth, as of March 28, 2023, 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.

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.

listed below, except as otherwise indicated, is c/o The OLB Group, Inc., 1120 Avenue of the Americas, 4 th Floor, New York,

Name of Beneficial Owner

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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.

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

Percentage ownership of common stock is based on 15,344,077shares of

our common stock plus 113,444 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 1,021 shares of Series A Preferred Stock outstanding (which such shares

of Series A Preferred Stock are convertible into 113,444 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 15,344,077shares of our common

stock and 1,021 shares of Series A Preferred Stock (convertible into 113,444 shares of common stock) outstanding on March 28, 2023.

Includes 907,516 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.

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

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 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.

Includes 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.

on Schedule 13G filed with the SEC on February 14, 2023.

Includes (i) 176,668 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 312,318 vested options.

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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 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.

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

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

The accrued compensation due

The accrued compensation

Yakov and the advances to be repaid to Mr.

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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.

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

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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.

$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.

$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

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

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.

$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.

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

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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.

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,

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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.

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

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Series B Warrant Agency Agreement (including the terms of the Series B Warrant) (13)

Description of Registered Securities (*)

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)

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related to “Cell 4” (6,000 square feet) (16) .

Exhibit Number

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

Services Agreement between Executive Workspace LLC d/b/a Elevated NY and The OLB Group, Inc.

Contract for Sale of Realty between Madison Haywood Developmental Services, Inc.

and DMINT Real Estate Holdings, Inc.

SURRENDER AND RELEASE AGREEMENT (this “Agreement”) dated as of March 29, 2023 (the “Effective Date”) is made by and between THE BRADFORD REGIONAL AIRPORT AUTHORITY and DMINT, Inc.

Letter of Resignation dated March 13, 2023 from Daszkal Bolton LLP (*).

Certification of Chief Executive Officer pursuant

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

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

Certification of Chief Financial Officer pursuant

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)

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

Certification of Chief Executive Officer and

Chief Financial Officer pursuant to 18 U.S.C.

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

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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.

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

Incorporated by reference to Form 8-K filed August 16, 2022.

Form 10-K Summary

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March 30, 2023

/s//Amir Sternhell

/s/Ehud Ernst

Director and Chairman of the Audit Committee

March 30, 2023

Amir Sternhell

/s/ Ehud Ernst

/s/ Amir Sternhell

March 30, 2023

Amir Sternhell

/s/ Alina Dulimof

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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