What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-15 compared with 2023-03-30 · 373 added, 362 removed, 8 unchanged (99% of the section changed)

Forward-Looking

the context indicates otherwise, as used in this Annual Report, the terms “OLB,” “we,” “us,” “our,”

“our company” and “our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.

statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,

and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”

These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”

“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties

which may cause actual results to differ materially from the forward-looking statements.

Our ability to predict results or the actual

effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on our operations and

future prospects include, but are not limited to:

changes in economic conditions, legislative/regulatory changes, availability of capital,

interest rates, competition, and generally accepted accounting principles.

These risks and uncertainties should also be considered in

evaluating forward-looking statements and undue reliance should not be placed on such statements.

are a FinTech company that focuses on a suite of products in the merchant services marketplace and seeks to provide integrated business

solutions to merchants throughout the United States.

We seek to provide merchants with a wide range of products and services through

our various online platforms, including financial and transaction processing services.

We also have products that provide support for

crowdfunding and other capital raising initiatives.

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

with our online platforms.

Our business functions primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation

(“eVance”), OmniSoft.io, Inc., a Delaware corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation

(“CrowdPay”).

operates a cloud-based business management platform that provides turnkey solutions for merchants to enable them to build and manage

their retail businesses, whether online or at a “brick and mortar” location.

The OmniSoft platform, which can be accessed

by merchants through any mobile and computing device, allows merchants to, among other features, manage and track inventory, track sales

and process customer transactions and can provide interactive data analysis concerning sales of products and need for additional inventory.

Merchants generally utilize the platform by uploading to the platform information about their inventory (description of units, number

of units, price per unit, and related information).

Once such information has been uploaded, merchants, either with their own device

or with hardware that we sell directly to them, are able to utilize the platform to monitor inventory and process and track sales of

their products (including coordinating shipping of their products with third party logistics companies).

We manage and maintain the OmniSoft

platform through a variety of domain names or a merchant can integrate our platform with their own domain name.

Using the OmniSoft platform,

merchants can “check-out” their customers at their “brick and mortar” stores or can sell products to customers

online, in both cases accepting payment via a simple credit card or debit card transaction (either swiping the credit card or entering

the credit card number), a cash payment, or by use of a QR code or loyalty and reward points, and then print or email receipts to the

For more information regarding our OmniSoft platform, see “Description of our OmniSoft Business.”

provides competitive payment processing solutions to merchants which enable merchants to process credit and debit card-based internet

payments for sales of their products at competitive prices (whether such sales occur online or at a “brick and mortar” location).

eVance is an independent sales organization (an “ISO”) that signs up new merchants on behalf of acquiring banks and processors

that provides financial and transaction processing solutions to merchants throughout the United States.

eVance differentiates itself

from other ISOs by focusing on both obtaining and maintaining new merchant contracts for its own account (including, but not limited

to, merchants that utilize the OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs

(for which we negotiate a shared fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs differentiating

products and software.

In particular, we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform,

(iii) have in-house underwriting and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and

agents tools for online boarding, account management, residual reports among other tools, and (v) offer a suite of products in the

financial markets (through CrowdPay).

Leveraging our relationship with three of the top five merchant processors in the United States

(representing a majority of the merchant processing market) and with the use of our proprietary software, our payment gateway (which

we call “SecurePay”) enables merchants to reduce the cost of transacting with their customers by removing the need for a

third-party payment gateway solution.

eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile of the merchant

and the applicable merchant processor and acquiring bank.

As a wholesale ISO, eVance underwrites the processing transactions for merchants,

establishing a direct relationship with the merchant and generating individual merchant processing contracts in exchange for future residual

As a retail ISO, eVance primarily gathers the documents and information that our partners (acquiring banks and acquiring processors)

need to underwrite merchants’ transactions and as a result receives only residual income as commission for merchants it places

with our partners.

For more information regarding the electronic payment industry, see “Business — Description of our

eVance Business — Our Industry.”

expect to build out our OmniSoft software business and to rely more on our individualized merchant services offerings to transition away

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

is a payment gateway and virtual terminal with proprietary business management tools that is in compliance with the Payment Card Industry

has been certified by Visa and MasterCard (certified Level II and Level III) and finalized implementation of “3D Secure”

in 2019 (a feature that is unique to what we offer in order to provide for more secure environment for E-commerce and mobile payments

in-store and online).

May 22, 2020, we purchased certain assets from POSaBIT Inc., including its contracts and arrangements with the Doublebeam merchant

payment processing platform.

The assets included, but were not limited to, software source codes, customer lists, customer contracts,

hardware and website domains.

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 “Purchased Assets”).

In addition to the Purchased Assets, the Company purchased customer lists,

intellectual property, residuals, rebates, or credits relating to the Purchased Assets accruing from October 1, 2021.

merchants acquired have reported annual transaction volume of greater than $300 million.

operates a white label capital raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers

seeking to host capital raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s

Our CrowdPay platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million

and $50 million pursuant to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings

pursuant to Rule 506(b) and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities

Act”), and offerings pursuant to Regulation A+ of the Securities Act.

Our platform, which can be used for multiple offerings at

once, provides companies and broker-dealers with an easy-to-use, turnkey solution to support company offerings, allowing companies and

broker-dealers to easily present online to potential investors relevant marketing and offering materials and by aiding in the accreditation

and background check processes to ensure investors meets the applicable requirements under the rules and regulations of the Securities

Exchange Commission (the “SEC”).

CrowdPay charges a fee to each company and broker-dealer for the use of its platform under

a fee structure that is agreed to between CrowdPay and the Company and/or broker-dealer prior to the initiation of the offering.

also generates revenues by providing ancillary services to the companies and broker-dealers utilizing our platform, including running

background checks and providing anti-money laundering and know-your-customer compliance.

CrowdPay is not a registered funding portal

or a registered broker-dealer.

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

Ignition”) whereby the Company would purchase 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common

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

The value of the CI Issued Shares was, for purposes of

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

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

Ignition is a web-based crowdfunding software system.

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

of the Company, own 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.

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 money transmission and transactional business.

OLBit has been in the process

of applying for money transmission licenses in all 50 states along with New York Bitlicense.

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

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

DMINT initiated the first phase of the cryptocurrency mining operation

by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford, Pennsylvania.

Forward-Looking Statements

Unless the context indicates otherwise, as used

in this Annual Report, the terms “OLB,” “we,” “us,” “our,” “our company” and

“our business” refer, to The OLB Group, Inc., including its subsidiaries named herein.

Certain statements, other than purely

historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating

results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking

statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”

“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”

“will be,” “will continue,” “will likely result,” and similar expressions.

Forward-looking statements

are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ

materially from the forward-looking statements.

Our ability to predict results or the actual effect of future plans or strategies is inherently

Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted

accounting principles.

These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance

should not be placed on such statements.

We are a FinTech company that focuses on a suite

of products in the merchant services marketplace and seeks to provide integrated business solutions to merchants throughout the United States.

We seek to provide merchants with a wide range of products and services through our various online platforms, including financial and

transaction processing services.

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

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

Our business functions

primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc., a Delaware

corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”).

OmniSoft operates a cloud-based business management

platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses, whether online or at

a “brick and mortar” location.

The OmniSoft platform, which can be accessed by merchants through any mobile and computing

device, allows merchants to, among other features, manage and track inventory, track sales and process customer transactions and can provide

interactive data analysis concerning sales of products and need for additional inventory.

Merchants generally utilize the platform by

uploading to the platform information about their inventory (description of units, number of units, price per unit, and related information).

Once such information has been uploaded, merchants, either with their own device or with hardware that we sell directly to them, are able

to utilize the platform to monitor inventory and process and track sales of their products (including coordinating shipping of their products

with third party logistics companies).

We manage and maintain the OmniSoft platform through a variety of domain names or a merchant can

integrate our platform with their own domain name.

Using the OmniSoft platform, merchants can “check-out” their customers

at their “brick and mortar” stores or can sell products to customers online, in both cases accepting payment via a simple

credit card or debit card transaction (either swiping the credit card or entering the credit card number), a cash payment, or by use of

a QR code or loyalty and reward points, and then print or email receipts to the customer.

For more information regarding our OmniSoft

platform, see “Description of our OmniSoft Business.”

eVance provides competitive payment processing

solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their products at

competitive prices (whether such sales occur online or at a “brick and mortar” location).

eVance is an independent sales organization

(an “ISO”) that signs up new merchants on behalf of acquiring banks and processors that provides financial and transaction

processing solutions to merchants throughout the United States.

eVance differentiates itself from other ISOs by focusing on both

obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants that utilize the OmniSoft

platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which we negotiate a shared fee arrangement)

and utilizing our own software and technology to provide merchants and other ISOs differentiating products and software.

In particular,

we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform, (iii) have in-house underwriting

and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and agents tools for online boarding, account

management, residual reports among other tools, and (v) offer a suite of products in the financial markets (through CrowdPay).

our relationship with three of the top five merchant processors in the United States (representing a majority of the merchant processing

market) and with the use of our proprietary software, our payment gateway (which we call “SecurePay”) enables merchants to

reduce the cost of transacting with their customers by removing the need for a third-party payment gateway solution.

eVance operates as

both a wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor and acquiring

As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing a direct relationship with the merchant

and generating individual merchant processing contracts in exchange for future residual payments.

As a retail ISO, eVance primarily gathers

the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite merchants’ transactions

and as a result receives only residual income as commission for merchants it places with our partners.

For more information regarding

the electronic payment industry, see “Business — Description of our eVance Business — Our Industry.”

SecurePay is a payment gateway and virtual terminal

with proprietary business management tools that is in compliance with the Payment Card Industry (PCI).

SecurePay has been certified by Visa and MasterCard

(certified Level II and Level III) and finalized implementation of “3D Secure” in 2019 (a feature that is unique to what we

offer in order to provide for more secure environment for E-commerce and mobile payments in-store and online).

On June 15, 2023, the Company entered into a Membership

Interest Purchase Agreement (the “Agreement”) with SDI Black 001, LLC (“Seller”) whereby it acquired 80.01% of

the membership interests of Cuentas SDI, LLC, a Florida limited liability company (the “LLC”).

The LLC’s owns the platform

of Black011.com and the network serving over 31,000 convenience stores (“Bodegas”) in and around New York and New Jersey.

CrowdPay.us™ operates a white label capital

raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital

raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website.

platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant

to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b)

and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant

to Regulation A+ of the Securities Act.

Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers

with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to

potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure

investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”).

CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between CrowdPay

and the Company and/or broker-dealer prior to the initiation of the offering.

CrowdPay also generates revenues by providing ancillary

services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering

and know-your-customer compliance.

CrowdPay is not a registered funding portal or a registered broker-dealer.

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 would

purchase 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the

“CI Issued Shares”).

The value of the CI Issued Shares was, for purposes of the Agreement, based on the closing trading price

of the Company on October 1, 2021 (the date on which a third-party fairness opinion was issued), resulting in an aggregate purchase price

for Crowd Ignition of $5.3 million.

Crowd Ignition is a web-based crowdfunding software

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

OLBit and DMINT

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 money transmission and transactional business.

OLBit had been in the process of applying for money transmission licenses

in all 50 states along with New York Bitlicense.

Around June 2023, it was decided to delay the process of applying for licenses

in order to have a greater focus of financial and management resources on the Company’s payment processing business and DMINT’s

Bitcoin mining business.

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

owned subsidiary (“DMINT”) to operate in the Bitcoin mining industry.

DMINT initiated the first phase of the Bitcoin mining

operation by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to mine Bitcoin in Bradford,

Pennsylvania.

As of December 31, 2023, DMINT had 400 computers online and mining for Bitcoin.

It has six data centers located in Pennsylvania and

Since February 2023, DMINT has been working to redeploy the computers from the Pennsylvania location and focus the mining efforts

at the Selmer, TN location because of the lower cost of operations in the location.

It still continues to retain its natural gas rights

in Pennsylvania and, in the event that the operating cost projections lower, it may either redeploy existing computers back to Pennsylvania

or place newly purchased machines at the location.

August 16, 2022, DMINT Real Estate Holdings, Inc.

(“DREH”), a wholly owned subsidiary of purchased 4.73 acres of land and

a building located at 565 Industrial Park Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000.00.

DMINT established

a Bitcoin mining data center powered on the local power grid.

It has six data centers located in Tennessee.

In February 2023, DMINT redeployed its mining computers from its Pennsylvania location and focus the mining efforts at the Selmer, TN

location because of the lower cost of operations in the location.

On August 16, 2022, DMINT Real Estate Holdings,

(“DREH”), a wholly owned subsidiary of purchased 4.73 acres of land and a building located at 565 Industrial Park Drive,

Selmer, McNairy County, Tennessee for a purchase price of $408,000.00.

DMINT established a Bitcoin mining data center powered on the local

The location is expected to have capacity for up to 5,000 mining machines.

between the subsidiaries

success of our business model is dependent on the synergies between the business segments operated by our subsidiaries.

We have created

and developed products that we believe, form an ecosystem of e-commerce to provide a variety of clients, from online equity financing

companies or merchants selling online or in brick and mortar stores, with multiple product offerings and ancillary services from underwriting

with the banks and merchant billing from the cloud software.

We expect that these synergies will create additional revenue by charging

transaction fees on each service provided to clients by our partnerships with Merchant Acquiring Banks and PCI Compliance.

believe that our wholly-owned subsidiaries combine to create an ecosystem where each subsidiary benefits the other.

Starting with the

services provided by eVance, we enable each of our products and platforms to communicate with each other and create an ecosystem among

our products and, potentially, third-party products.

product environment created with a new registered merchant or issuer enables all merchant information to be stored in a single, centralized

location but utilized by all subsidiaries.

For example, merchant services utilizing eVance provide electronic payment processing services

that can be utilized for payments on the Crowdfunding platform.

The platform is used by merchant services to allow mobile and online

processing to merchants.

Omni commerce platform will be offered to all of the merchant services clients.

The offered Merchant Services products we provide will

enable all processing needs for the OmniCommerce system.

The gateway will allow merchants that are using the platform to accept online

eCommerce transactions.

believe that our platform of services will provide the following key advantages.

to Market — we can create a customized website for retailers within days and have it fully operational in less than 2 weeks.

we believe that we are the only content service provider that does not charge a setup fee.

● Flexibility —

our platform has the flexibility to provide customized solutions for partners.

we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

processing — we can provide financial service companies with the ability to have their customers’ accounts directly

debited for payment.

can assist existing “brick & mortar” businesses that have inventory and fulfilment capability but do not wish to

create and maintain an e-commerce website and infrastructure to sell their products.

can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.

Associated with our Business

business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide

to buy our securities.

In particular, you should consider the following risks, which are discussed more fully in the section entitled

“Risk Factors” in this Annual Report:

acquisition of eVance and share exchange with OmniSoft and CrowdPay has collectively formed a new business platform which we are continuing

to integrate into our overall operations, and which may create certain risks and may adversely affect our business, financial condition

or results of operations;

operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our

business and financial condition;

We rely on a combination

of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights

and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning

that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties

from making unauthorized use of our technology;

Our growth may not be sustainable

and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants;

we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual

Report (not giving effect to any proceeds to us from this offering), if there are unanticipated expenses, insufficient cash from operations

or the impact of the COVID-19 pandemic results in a larger than anticipated decline in transactions, we may require additional capital

to continue our operations that may not be available or, if available, may not be available on reasonable terms;

are substantially dependent on our eVance business for revenue.

If we are unable to maintain our eVance business for any reason (including

the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company;

ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely

affect our competitiveness or the demand for our products and services;

properties included in our mining network may experience damages;

Regulatory changes or actions

may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business,

prospects or operations;

and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related

services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities;

It may be illegal now, or in the future, to acquire,

own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one

or more countries, the ruling of which would adversely affect us.

The Company plans to complete the buildout

of the building to be fully operational with 5,000 machines in 2024 following a spin-off of DMINT into a standalone entity which is currently

Synergies between the subsidiaries

The success of our business model is dependent

on the synergies between the business segments operated by our subsidiaries.

We have created and developed products that we believe, form

an ecosystem of e-commerce to provide a variety of clients, from online equity financing companies or merchants selling online or in brick

and mortar stores, with multiple product offerings and ancillary services from underwriting with the banks and merchant billing from the

cloud software.

We expect that these synergies will create additional revenue by charging transaction fees on each service provided to

clients by our partnerships with Merchant Acquiring Banks and PCI Compliance.

We believe that our wholly-owned subsidiaries

combine to create an ecosystem where each subsidiary benefits the other.

Starting with the services provided by eVance, we enable each

of our products and platforms to communicate with each other and create an ecosystem among our products and, potentially, third-party

These services are provided to other subsidiaries such as Black011, the bodega distribution subsidiary.

The product environment created with a new registered

merchant or issuer enables all merchant information to be stored in a single, centralized location but utilized by all subsidiaries.

example, merchant services utilizing eVance provide electronic payment processing services that can be utilized for payments on the Crowdfunding

The platform is used by merchant services to allow mobile and online processing to merchants.

The Omni commerce platform will be offered to

all of the merchant services clients.

The offered Merchant Services products we provide will enable all processing needs for the OmniCommerce

The gateway will allow merchants that are using the platform to accept online eCommerce transactions.

Competitive Advantages

We believe that our platform of services will

provide the following key advantages.

● Time to Market —

we can create a customized website for retailers within days and have it fully operational in less than 2 weeks.

During 2022 and

2023, we did not develop any new retailer websites but continue to offer the service.

● Cost — we believe

that we are the only content service provider that does not charge a setup fee.

● Flexibility — our

platform has the flexibility to provide customized solutions for partners.

● Pricing — we provide

partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

● Payment processing —

we can provide financial service companies with the ability to have their customers’ accounts directly debited for payment.

● We can assist existing “brick &

mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and

infrastructure to sell their products.

● We can provide a platform for

early-stage companies looking for an effective and less costly way to raise capital.

Risks Associated with our Business

Our business and ability to execute our business

strategy are subject to a number of risks of which you should be aware before you decide to buy our securities.

In particular, you should

consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this Annual Report:

● We operate in a regulatory

environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial

We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology;

Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants;

While we believe that we have sufficient capital to continue operations for a period of at least twelve months from the date of this Annual Report, if there are unanticipated expenses, insufficient cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not be available on reasonable terms;

We are substantially dependent on our eVance business for revenue.

If we are unable to maintain our eVance business for any reason (including the various reasons described in the risk factors herein) or for no reason, it will have a material adverse effect on our company;

● Our ability to anticipate and

respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness

or the demand for our products and services;

The properties included in our mining network may experience damages;

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or operations;

● Banks and financial institutions may not provide banking

services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment,

including financial institutions of investors in our securities;

● It may be illegal in the future,

to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets

in one or more countries, the ruling of which would adversely affect us.

● Acquisitions create certain

risks and may adversely affect our business, financial condition or results of operations;

If we fail to improve and

enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to

our merchants’ evolving needs, our business may be adversely affected.

aspects of our service areas are subject to U.S.

● If we fail to improve and enhance

the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’

evolving needs, our business may be adversely affected.

Various aspects of our service areas are subject

federal, state, and local regulation.

Certain of our services also are subject to rules

promulgated by various card networks and banking and other authorities as more fully described below.

Dodd-Frank Act

July 2010, the Dodd-Frank Act was signed into law in the United States.

The Dodd-Frank Act has resulted in significant structural and

other changes to the regulation of the financial services industry.

Among other things, Title X of the Dodd-Frank Act established a new,

independent regulatory agency known as the Consumer Financial Protection Bureau (the “CFPB”) to regulate consumer financial

products and services (including some offered by our customers).

The CFPB may also have authority over us as a provider of services to

regulated financial institutions in connection with consumer financial products.

Separately, under the Dodd-Frank Act, debit interchange

transaction fees that a card issuer receives and are established by a payment card network for an electronic debit transaction are now

regulated by the Federal Reserve and must be “reasonable and proportional” to the cost incurred by the card issuer in authorizing,

clearing, and settling the transaction.

Effective October 1, 2011, the Federal Reserve capped debit interchange rates for card issuers

operating in the United States with assets of $10 billion or more at the sum of $0.21 per transaction and an ad valorem component of

5 basis points to reflect a portion of the issuer’s fraud losses plus, for qualifying issuers, an additional $0.01 per transaction

in debit interchange for fraud prevention costs.

In addition, the new regulations contain non-exclusivity provisions that ban debit card

networks from prohibiting an issuer from contracting with any other card network that may process an electronic debit transaction involving

an issuer’s debit cards and prohibit card issuers and card networks from inhibiting the ability of merchants to direct the routing

of debit card transactions over any network that can process the transaction.

Beginning April 1, 2012, all debit card issuers in the

United States were required to participate in at least two unaffiliated debit card networks.

On April 1, 2013, the ban on network exclusivity

arrangements became effective for prepaid card and healthcare debit card issuers, with certain exceptions for prepaid cards issued before

July 22, 2010, merchants were allowed to set minimum dollar amounts (not to exceed $10) for the acceptance of a credit card (while federal

governmental entities and institutions of higher education may set maximum amounts for the acceptance of credit cards).

They were also

allowed to provide discounts or incentives to entice consumers to pay with an alternative payment method, such as cash, checks or debit

and network rules

are subject to the rules of credit card associations and other credit and debit networks.

In order to provide processing services, a

number of our subsidiaries are registered with Visa or Mastercard as service providers for member institutions.

Various subsidiaries

of ours are also processor level members of numerous debit and electronic benefits transaction networks or are otherwise subject to various

network rules in connection with processing services and other services we provide.

Certain of our services also are subject to rules promulgated by various card networks and

banking and other authorities as more fully described below.

The Dodd-Frank Act

In July 2010, the Dodd-Frank Act was signed into

law in the United States.

The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financial

services industry.

Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer

Financial Protection Bureau (the “CFPB”) to regulate consumer financial products and services (including some offered by our

The CFPB may also have authority over us as a provider of services to regulated financial institutions in connection with

consumer financial products.

Separately, under the Dodd-Frank Act, debit interchange transaction fees that a card issuer receives and

are established by a payment card network for an electronic debit transaction are now regulated by the Federal Reserve and must be “reasonable

and proportional” to the cost incurred by the card issuer in authorizing, clearing, and settling the transaction.

Effective October

1, 2011, the Federal Reserve capped debit interchange rates for card issuers operating in the United States with assets of $10 billion

or more at the sum of $0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the issuer’s fraud

losses plus, for qualifying issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs.

the new regulations contain non-exclusivity provisions that ban debit card networks from prohibiting an issuer from contracting with any

other card network that may process an electronic debit transaction involving an issuer’s debit cards and prohibit card issuers

and card networks from inhibiting the ability of merchants to direct the routing of debit card transactions over any network that can

process the transaction.

Beginning April 1, 2012, all debit card issuers in the United States were required to participate in at least

two unaffiliated debit card networks.

On April 1, 2013, the ban on network exclusivity arrangements became effective for prepaid card

and healthcare debit card issuers, with certain exceptions for prepaid cards issued before that date.

Effective July 22, 2010, merchants were allowed

to set minimum dollar amounts (not to exceed $10) for the acceptance of a credit card (while federal governmental entities and institutions

of higher education may set maximum amounts for the acceptance of credit cards).

They were also allowed to provide discounts or incentives

to entice consumers to pay with an alternative payment method, such as cash, checks or debit cards.

Association and network rules

We are subject to the rules of credit card associations

and other credit and debit networks.

In order to provide processing services, a number of our subsidiaries are registered with Visa or

Mastercard as service providers for member institutions.

Various subsidiaries of ours are also processor level members of numerous debit

and electronic benefits transaction networks or are otherwise subject to various network rules in connection with processing services

and other services we provide.

As such, we are subject to applicable network rules.

Card networks and their member financial institutions regularly update and generally expand security expectations and requirements related

to the security of cardholder data and environments.

We are also subject to network operating rules promulgated by the National Automated

Clearing House Association relating to payment transactions processed by us using the Automated Clearing House Network and to various

state federal and foreign laws regarding such operations, including laws pertaining to electronic benefits transactions.

and information security regulations

provide services that may be subject to various state, federal, and foreign privacy laws and regulations, including, among others, the

Financial Services Modernization Act of 1999 (the “Gramm-Leach-Bliley Act”).

These laws and their implementing regulations

restrict certain collection, processing, storage, use, and disclosure of personal information, require notice to individuals of privacy

practices, and provide individuals with certain rights to prevent use and disclosure of protected information.

These laws also impose

requirements for the safeguarding and proper destruction of personal information through the issuance of data security standards or guidelines.

Certain federal, state and foreign laws and regulations impose similar privacy obligations and, in certain circumstances, obligations

to notify affected individuals, state officers or other governmental authorities, the media, and consumer reporting agencies, as well

as businesses and governmental agencies, of security breaches affecting personal information.

In addition, there are state and foreign

laws restricting the ability to collect and utilize certain types of information such as Social Security and driver’s license numbers.

trade practice regulations

and our clients are subject to various federal and state laws prohibiting unfair or deceptive trade practices, such as Section 5 of the

Federal Trade Commission Act.

Various regulatory agencies, including the Federal Trade Commission, the Consumer Financial Protection

Bureau, and state attorneys general, have authority to take action against parties that engage in unfair or deceptive trade practices

or violate other laws, rules, and regulations, and to the extent we are processing payments for a client that may be in violation of

laws, rules, and regulations, we may be subject to enforcement actions and incur losses and liabilities that may impact our business.

laundering, anti-bribery, sanctions, and counter-terrorist regulations

are subject to anti-money laundering laws and regulations, including certain sections of the USA PATRIOT Act of 2001.

We are also subject

to anti-corruption laws and regulations, including the U.S.

Foreign Corrupt Practices Act (the “FCPA”) and other laws, that

prohibit the making or offering of improper payments to foreign government officials and political figures and includes anti-bribery

provisions enforced by the Department of Justice and accounting provisions enforced by the SEC.

The FCPA has a broad reach and requires

maintenance of appropriate records and adequate internal controls to prevent and detect possible FCPA violations.

Many other jurisdictions

where we conduct business also have similar anticorruption laws and regulations.

We have policies, procedures, systems, and controls

designed to identify and address potentially impermissible transactions under such laws and regulations.

are also subject to certain economic and trade sanctions programs that are administered by the Office of Foreign Assets Control (“OFAC”)

which prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances,

their nationals, and with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers,

and terrorists or terrorist organizations.

Other group entities may be subject to additional local sanctions requirements in other relevant

jurisdictions.

the JOBS Act was passed, Crowdfunding, Regulation D offerings and Regulation A and A+ offerings rapidly became a familiar concept among

investment firms, venture capitalists, real estate developers and small to medium sized businesses as a way to facilitate and democratize

We believe it has created, and continues to create, a profound shift in the world of investments.

Below is a brief overview

of the rules that permit the offer and sale of securities through such platforms.

This overview is in no way intended to be a comprehensive

review of all the rules and regulations associated with the above mentioned offerings and should not be relied upon by anyone.

D under the Securities Act is the most common regulatory exemption used small businesses to raise capital through equity financing.

exempts private placement offerings under Rule 506(b) and 506(c) when sold to accredited investors, as defined under Rule 501 of Regulation

Companies relying on the Rule 506 exemptions can raise an unlimited amount of money, so long as they comply with the rule’s

requirements.

Regulation A and Regulation A+ are more similar to a public offerings, and require filing Form 1-A with the SEC.

A and Regulation A+ offer two tiers of offerings;

the first tier is for offerings of up to $20 million within any 12 month period and

the second tier is for offerings of up to $50 million, within any 12 month period.

Regulation CF allows a company to raise up to $1.07

million from non-accredited investors.

products and services utilize a combination of proprietary software and hardware that we own and license from third parties.

last few years, we have developed a payment gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding

We generally control access to and use of our proprietary software and other confidential information through the use of internal

and external controls, including entering into non-disclosure and confidentiality agreements with both our employees and third parties.

As of the date of this report, we have a patent pending on transferable QR codes on Omni Commerce devices.

of December 31, 2022, we had six key employees as part of our overall staff of 26 full-time employees.

Our risk, compliance, underwriting

and analyst’s accounting and customer service functions are primarily located in Georgia.

In addition, we have operations in India

where we retain 35 developers at any given time depending on our requirements and scope of projects.

None of our employees are represented

by a labor union or covered by a collective bargaining agreement.

Card networks and their member financial institutions

regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments.

We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions

processed by us using the Automated Clearing House Network and to various state federal and foreign laws regarding such operations, including

laws pertaining to electronic benefits transactions.

Privacy and information security regulations

We provide services that may be subject to various

state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act of 1999 (the

“Gramm-Leach-Bliley Act”).

These laws and their implementing regulations restrict certain collection, processing, storage,

use, and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with certain

rights to prevent use and disclosure of protected information.

These laws also impose requirements for the safeguarding and proper destruction

of personal information through the issuance of data security standards or guidelines.

Certain federal, state and foreign laws and regulations

impose similar privacy obligations and, in certain circumstances, obligations to notify affected individuals, state officers or other

governmental authorities, the media, and consumer reporting agencies, as well as businesses and governmental agencies, of security breaches

affecting personal information.

In addition, there are state and foreign laws restricting the ability to collect and utilize certain types

of information such as Social Security and driver’s license numbers.

Unfair trade practice regulations

We and our clients are subject to various federal

and state laws prohibiting unfair or deceptive trade practices, such as Section 5 of the Federal Trade Commission Act.

Various regulatory

agencies, including the Federal Trade Commission, the Consumer Financial Protection Bureau, and state attorneys general, have authority

to take action against parties that engage in unfair or deceptive trade practices or violate other laws, rules, and regulations, and to

the extent we are processing payments for a client that may be in violation of laws, rules, and regulations, we may be subject to enforcement

actions and incur losses and liabilities that may impact our business.

Anti-money laundering, anti-bribery, sanctions,

and counter-terrorist regulations

We are subject to anti-money laundering laws and

regulations, including certain sections of the USA PATRIOT Act of 2001.

We are also subject to anti-corruption laws and regulations, including

Foreign Corrupt Practices Act (the “FCPA”) and other laws, that prohibit the making or offering of improper payments

to foreign government officials and political figures and includes anti-bribery provisions enforced by the Department of Justice and accounting

provisions enforced by the SEC.

The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls

to prevent and detect possible FCPA violations.

Many other jurisdictions where we conduct business also have similar anticorruption laws

and regulations.

We have policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions

under such laws and regulations.

We are also subject to certain economic and trade

sanctions programs that are administered by the Office of Foreign Assets Control (“OFAC”) which prohibit or restrict transactions

to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals

and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.

Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions.

Securities Act

Since the JOBS Act was passed, Crowdfunding, Regulation

D offerings and Regulation A and A+ offerings rapidly became a familiar concept among investment firms, venture capitalists, real estate

developers and small to medium sized businesses as a way to facilitate and democratize financing.

We believe it has created, and continues

to create, a profound shift in the world of investments.

Below is a brief overview of the rules that permit the offer and sale of securities

through such platforms.

This overview is in no way intended to be a comprehensive review of all the rules and regulations associated with

the above mentioned offerings and should not be relied upon by anyone.

Regulation D under the Securities Act is the most

common regulatory exemption used small businesses to raise capital through equity financing.

It exempts private placement offerings under

Rule 506(b) and 506(c) when sold to accredited investors, as defined under Rule 501 of Regulation D.

Companies relying on the Rule 506

exemptions can raise an unlimited amount of money, so long as they comply with the rule’s requirements.

Regulation A and Regulation A+

are more similar to a public offerings, and require filing Form 1-A with the SEC.

Regulation A and Regulation A+ offer two tiers of offerings;

the first tier is for offerings of up to $20 million within any 12 month period and the second tier is for offerings of up to $50 million,

within any 12 month period.

Regulation CF allows a company to raise up to $1.07 million from non-accredited investors.

Intellectual property

Our products and services utilize a combination

of proprietary software and hardware that we own and license from third parties.

Over the last few years, we have developed a payment

gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding platform.

We generally control access to

and use of our proprietary software and other confidential information through the use of internal and external controls, including entering

into non-disclosure and confidentiality agreements with both our employees and third parties.

As of the date of this report, we have a

patent pending on transferable QR codes on Omni Commerce devices.

As of December 31, 2023, we had six key employees

as part of our overall staff of 26 full-time employees.

Our risk, compliance, underwriting and analyst’s accounting and customer

service functions are primarily located in Georgia.

In addition, we have operations in India where we retain 35 developers at any given

time depending on our requirements and scope of projects.

None of our employees are represented by a labor union or covered by a collective

bargaining agreement.

We consider our relationship with our employees to be good.

were incorporated in the State of Delaware on November 18, 2004 for the purpose of merging with OLB.com, Inc., a New York corporation

incorporated in 1993 (“OLB.com”).

The merger was done for the purpose of changing our state of incorporation from New York

In April 2018, we completed an acquisition of substantially all of the assets of Excel Corporation and its subsidiaries

Payprotec Oregon, LLC, Excel Business Solutions, Inc.

and eVance Processing, Inc.

Corporate Information

We were incorporated in the State of Delaware

on November 18, 2004, for the purpose of merging with OLB.com, Inc., a New York corporation incorporated in 1993 (“OLB.com”).

The merger was done for the purpose of changing our state of incorporation from New York to Delaware.

In April 2018, we completed an acquisition

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

eVance Processing, Inc.

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

In connection with the Asset Acquisition, in May 2018, we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate

companies owned by Mr.

Yakov and John Herzog, an affiliate of our company, pursuant to which each of CrowdPay and OmniSoft became wholly

owned subsidiaries of our company.

Company’s headquarters is located at 1120 Avenue of the Americas, 4 th Floor, New York, NY 10036.

Our telephone number

is (212) 278-0900.

of Being an Emerging Growth Company

qualify as an “emerging growth company” as defined under the Securities Act.

As a result, we are permitted to, and intend

to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies.

These provisions include,

but are not limited to:

not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act);

reduced disclosure obligations

regarding executive compensation in our periodic reports, proxy statements and registration statements;

exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting

This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards

would otherwise apply to private companies.

We have elected to avail ourselves of this extended transition period.

We will remain an

emerging growth company until the earliest to occur of:

(i) our reporting $1.07 billion or more in annual gross revenues;

of fiscal year 2024;

(iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt;

and (iv) the end of

the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of

our second fiscal quarter.

In connection with the Asset Acquisition, in May 2018,

we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate companies owned by Mr.

Yakov and John Herzog, an affiliate

of our company, pursuant to which each of CrowdPay and OmniSoft became wholly owned subsidiaries of our company.

Our Company’s headquarters is located at

1120 Avenue of the Americas, 4 th Floor, New York, NY 10036.

Our telephone number is (212) 278-0900.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company”

as defined under the Securities Act.

As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements

that are otherwise applicable to public companies.

These provisions include, but are not limited to:

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act);

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, an emerging growth company can take

advantage of an extended transition period for complying with new or revised accounting standards.

This provision allows an emerging growth

company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies.

We have elected

to avail ourselves of this extended transition period.

We will remain an emerging growth company until the earliest to occur of:

reporting $1.07 billion or more in annual gross revenues;

(ii) the end of fiscal year 2024;

(iii) our issuance, in a three year period,

of more than $1 billion in non-convertible debt;

and (iv) the end of the fiscal year in which the market value of our common stock held

by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.

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 1. Business