What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-05-15 compared with 2022-11-14 · 156 added, 231 removed, 41 unchanged (90% of the section changed)

2 unchanged sentences

Forward-Looking Statements

The information in this report

contains 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.

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, 2022 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.

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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.

merchant services and payment facilitator verticals that seek 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

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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.

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.

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 a month.

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

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 into 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

The purpose of OLBit is to hold the Company’s assets and operate its business related to its emerging 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

DMINT has initiated the first phase of the Bitcoin 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 September 30, 2022, DMint has purchased 1,000 computers, of which all computers have been delivered with 350 online and mining for

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.

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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.

On November 24, 2021, we entered into an Asset

Purchase Agreement (the “Agreement”) dated as of November 15, 2021 with FFS Data Corporation (“Seller”) whereby

we acquired a portfolio of merchants utilizing financial transaction processing services (the “Acquired Merchant Portfolio”).

The purchase price was $20 million, with $16 million paid at closing, $2 million payable within six months after closing,

and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as described in the Agreement.

However, on July 18, 2022, the Company notified the Seller of certain breaches of contract relating to, among other things, representations

made by Seller in the Agreement, for which it will seek a reduction or cancellation of the final payment and a potential reduction in

the overall purchase price.

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

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

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 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%.

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.

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

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 $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 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%.

Management’s discussion and analysis of

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

of The OLB Group, Inc.

and its subsidiaries for the three months ended March 31, 2023 and 2022.

Three Months Ended March 31, 2023 Compared

to the Three Months Ended March 31, 2022

For the three months ended March 31, 2023, we

had total revenue of $6,622,589 compared to $8,786,459 of revenue for the three months ended March 31, 2022, a decrease of $2,163,870

We earned $6,353,471 in transaction and processing fees, $24,764 in merchant equipment rental and sales, $77,605 in other revenue

from monthly recurring subscriptions and $166,749 of other revenue from the Cryptocurrency Mining segment during the three months

ended March 31, 2023, compared to $ 8,413,429 in transaction and processing fees, $17,168 in merchant

equipment rental and sales, $91,522 in other revenue from monthly recurring subscriptions and $264,340 of other revenue from the

Cryptocurrency Mining segment during the three months ended March 31, 2022 .

The decrease in revenue was a result of a decrease

in the amount of fees earned from merchant processing transactions compared to the prior year primarily due to the removal and termination

of service of approximately 700 merchants that were part of the Acquired Merchant Portfolio due to their non-compliance with the credit

card processing rules.

The removal of the merchants is the subject of ongoing litigation discussed in the notes to our financial statements

Processing and servicing costs decreased by $1,180,703 or 18.9%, from $6,258,137 in the prior period to $5,077,434 for the same

Amortization and depreciation expense for the

three months ended March 31, 2023, was $899,831 compared to $998,590 for the three months ended March 31, 2022, a decrease of $98,759

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

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.

Our amortization expense

for the three months ended March 31, 2023, decreased in the current year period due to the valuation of the agreement with Cai Energy

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

Depreciation expense for our

Cryptocurrency Mining segment for the three months ended March 31, 2023 was $799,717 compared to $891,756 for the three months ended March

31, 2022, a decrease of $92,039 or 10.3%.

Depreciation expense for our Cryptocurrency Mining segment decreased in the current year period

because no new equipment was acquired during the period.

Salary and wage expense for the three months ended

March 31, 2023, was $690,352 compared to $533,859 for the three months ended March 31, 2022, an increase of $156,493 or 29.3%.

and wage expense has increased due to an increase in salary and bonuses for our officers.

Professional fees for the three months ended March

31, 2023, were $369,344 compared to $324,407 for the three months ended March 31, 2023, an increase of $44,937 or 13.9%.

fees consist mainly of audit and legal fees.

The increase in the current period is due to litigation-related legal expenses.

General and administrative expenses (“G&A”) for the

three months ended March 31, 2023, was $1,188,045 compared to $1,235,317 for the three months ended March 31, 2022, a decrease of $47,272

Some of our larger G&A expenses included insurance policy expense of approximately $59,000 as a result of the cost to insure

the Bitcoin mining machines and the increase in the size of the Company’s business, expenses for outside services were $140,000,

a decrease from $259,000 in the same period of 2022, travel expense of $53,000 from $108,000 in the same period of 2022, and utilities

We also had a $106,100 reduction of our marketing expenses.

For the three months ended March 31, 2023, we

had total other expense of $213,271 from a realized loss of $327,925 on the sale of Bitcoin and other income of $114,654, compared to

other income of $11 for the three months ended March 31, 2022.

Our net loss for the three months ended March 31, 2023 was $2,615,405

compared to $1,455,596 for the three months ended March 31, 2023.

We had an increase in our net loss of $1,159,809 for the reasons discussed

Liquidity and Capital Resources

2 unchanged sentences

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.

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.

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 2022, the Company did not attribute any material

impact on its business as a result of the pandemic.

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.

the Company has specific business continuity plans to reduce the potential impact of COVID-19 into the future, and believes 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.

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.

For the three months ended March 31, 2023, we

received $570,783 of cash from operating activities, which included our net loss, offset by $1,699,548 for amortization and depreciation

expense, $132,788 for stock-based compensation, $327,925 for realized losses on the sale of bitcoin, and net changes in operating assets

and liabilities of $1,025,482.

For the three months ended March 31, 2023, we

used net cash of $2,561 in financing activities as a result of a cash overdraft of $71,953 and payments on a note payable of $74,514.

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,

utilizing a portion of funds received from the exercise of outstanding warrants, paid approximately $7.7 million to the pay off the entire

outstanding amount of the Term Loan.

In connection with the extinguishment of the obligations under the Term Loan, 40,000 warrants to

purchase Common Stock were cancelled.

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.

At March 31, 2023, the Company had cash of $64,627 and a working capital

deficit of $1,824,026.

The Company has approximately $5,447,000 of outstanding liabilities.

Company has reviewed its projected operating cash flows for the remainder of 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) improving transaction volume trends and positive cash flow in the second

quarter, and (b) increasing the number of merchants processing payments, 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

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.

Refer to our Form 10-K for the year ended December

31, 2022, for a full discussion of our critical accounting policies.

Subsequent Events

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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

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 this Item.

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