What changed in this filing

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Item 9A. Controls and Procedures

2024-04-15 compared with 2023-03-30 · 540 added, 521 removed, 232 unchanged (82% of the section changed)

7 unchanged sentences

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

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

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

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

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

regarding required disclosure.

as of the end of the period covered in this report, in light of the material weaknesses described below, our disclosure controls and procedures

were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as

amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and

forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer,

as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal

2 unchanged sentences

of the control system are met.

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

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

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

benefits of controls must be considered relative to their costs.

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

5 unchanged sentences

Our internal control over financial reporting is a process designed

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

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

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

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

with the policies or procedures may deteriorate.

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

for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

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

policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination

1 unchanged sentence

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

Our management assessed the effectiveness of

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

in our internal control over financial reporting.

In making its assessment of internal control

over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO) in Internal Control—Integrated Framework (2013).

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

internal control over financial reporting were effective based on those criteria.

Our management assessed the effectiveness of the

Company’s internal control over financial reporting at December 31, 2023, and this assessment identified the following material

weaknesses in our internal control over financial reporting:

1) The Company has an insufficient control environment.

Specifically,

the Company lacks policies to ensure they maintain adequate documentation, the Company does not have a formal process or policy to ensure

there is adequate documentation of board approval for related party transactions, and the Company’s board does not include an independent

financial expert.

2) The Company lacks adequate accounting processes and controls.

Specifically, the Company does not have appropriate reviews, reconciliations, or financial close processes to ensure the financial statements

are free from material misstatement.

3) The Company lacks adequate accounting resources.

Specifically,

the Company does not have the processes and resources to ensure complex analysis of accounting issues, requiring high levels of accounting

knowledge and expertise, is completed timely or in sufficient detail.

In making its assessment of internal control over

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

in Internal Control—Integrated Framework (2013).

Management has concluded that, at December 31, 2023, the Company’s internal

control over financial reporting were not effective based on those criteria.

This annual report does not include an attestation

13 unchanged sentences

into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

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

compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial

1 unchanged sentence

statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows

for the periods presented, management continues to make improvements to internal controls as deemed necessary for changes within our

for the periods presented, management continues to make improvements to internal controls as deemed necessary for changes within our operations.

Other Information

2 unchanged sentences

Corporate Governance

The following table sets forth the names, ages, and titles of our

executive officers and directors.

The following table sets forth the names, ages, and titles of our executive

officers and directors.

Chief Executive Officer and Chairman of the Board of Directors

6 unchanged sentences

Alina Dulimof

Ronny Yakov is Chief

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

Yakov has over 25 years of

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

record of helping clients adapt their businesses to technological developments.

Yakov entered into the electronic mail-order

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

Critics’ Choice Video and Collectors’

Choice Music.

As founder of the Company, Mr.

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

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

and maintenance.

Other significant accomplishments of Mr.

Yakov have included establishing an AT&T wholesale e-commerce platform

for 180,000 employees and working with high-profile clients such as Disney, Cisco Systems, Pfizer, Motorola, and Microsoft, among many

Yakov also developed and maintains a complex extranet/intranet infrastructure that allows Doremus, an Omnicom Communication

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

Rachel Boulds is Chief

Financial Officer of the Company.

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

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

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

to comply with GAAP and SEC requirements.

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

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

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

From 2003 through 2004, Ms.

Ronny Yakov is Chief Executive Officer,

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

Yakov has over 25 years of experience of concept-to-print,

software and e-commerce marketing experience with Fortune 500 and 1,000 companies and a proven track record of helping clients adapt their

businesses to technological developments.

Yakov entered into the electronic mail-order catalog business with Playboy Enterprises,

creating and hosting two e-commerce sites:

Critics’ Choice Video and Collectors’ Choice Music.

As founder of the Company,

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

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

Other significant accomplishments

Yakov have included establishing an AT&T wholesale e-commerce platform for 180,000 employees and working with high-profile

clients such as Disney, Cisco Systems, Pfizer, Motorola, and Microsoft, among many others.

Yakov also developed and maintains a complex

extranet/intranet infrastructure that allows Doremus, an Omnicom Communication subsidiary, to provide its advertising services to 50 of

the top financial institutions on a real-time basis.

Rachel Boulds is Chief Financial Officer

of the Company.

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

Company) while also operating her sole accounting practice which she has led since 2009 and which provides all aspects of consulting and

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

GAAP and SEC requirements.

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

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

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

through 2004, Ms.

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

From September 2001 through July 2003,

Boulds worked as an ABAS Associate for PriceWaterhouseCoopers.

From September 2001 through July 2003, Ms.

worked as an ABAS Associate for PriceWaterhouseCoopers.

From April 2000 through February 2001, Ms.

Boulds was employed as

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

Boulds was employed as an e-commerce

Accountant for the Walt Disney Group’s GO.com.

Boulds earned a B.S.

in Accounting from San Jose University in

2001 and is licensed as a CPA in the state of Utah.

Patrick Smith is Vice

President, Finance of the Company.

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

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

in Accounting from San Jose University in 2001 and is licensed

as a CPA in the state of Utah.

Patrick Smith is Vice President, Finance

of the Company.

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

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

Prior to eVance, Mr.

Smith spent 2 years

as Director of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.

He worked with Pay by Touch, a biometric

payments start-up company based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.

1996 to 2004, Mr.

Smith worked for Concord EFS, a large merchant acquirer.

His titles at Concord included Internal Audit, Financial Analyst

and Vice President/Controller.

While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including

those of Star and EPS Debit networks.

Ehud Ernst is one

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

Smith spent 2 years as Director of Financial

Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.

He worked with Pay by Touch, a biometric payments start-up company

based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.

From 1996 to 2004, Mr.

worked for Concord EFS, a large merchant acquirer.

His titles at Concord included Internal Audit, Financial Analyst and Vice President/Controller.

While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including those of Star and EPS Debit

Ehud Ernst is one of our independent directors

and Chairman of the Audit Committee of the Board of Directors.

Since 2015, Mr.

Ernst has been the chief

executive officer of HyperTail.es.

Ernst has been the chief executive officer of HyperTail.es.

From 2007 to 2017, Mr.

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

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

Ernst founded and was the chief executive officer of Feelternet, a creative digital agency, which served some of

the largest brands in the Israeli market.

From 2004 to 2007, Mr.

Ernst served as division manager

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

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

direct marketing and analytics agency in Israel.

From 1985 to 1999, Mr.

Ernst founded and was the

chief executive officer of Ernst Meron studios, one of the largest commercial photography production studio in Israel.

co-founded Impressia.com, a marketing technology start-up venture enabling product displays at e-commerce stores.

Ernst graduated

from ICP New York with a degree in Photography and Art.

Amir Sternhell is

one of our independent directors.

Ernst founded and was the chief executive officer of Ernst Meron

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

Ernst also co-founded Impressia.com, a marketing technology

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

Ernst graduated from ICP New York with a degree in Photography and

Amir Sternhell is one of our independent

Since 2016, Mr.

Sternhell has served as chief strategy officer of Sertainty, a data optimization company.

Sternhell has 24 years of experience in the IT and Corporate Learning industries, including two-decades at .2013, where he was head

of a business intelligence unit representing Microstrategy, and, chief learning officer, representing Harvard Business Publishing.

Sternhell was the founder of the first Non-Profit Organization that assisted Israel’s Incubator System, in which he hand-held over

100 high-tech companies.

Sternhell was the vice chairman of the American-Israel Chamber of Commerce and Industry, overseeing its

initiatives, and a recipient of its Business Leadership Award.

Sternhell served in the Directorate of Military Intelligence for the

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

Sternhell holds an AB in Political Science

and Psychology from Tel Aviv University, an MIA in International Economics from Columbia University and an MBA from the ‘Grand

Ecole’ EDHEC ’92 specializing in IT and Management where he graduated first in his class.

Alina Dulimof is

one of our independent directors.

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

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

Since 2017, she has served as a managing director responsible

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

Prior to PAS, from 2012 to

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

She has passed the Series 7 (FINRA-General.

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

Sternhell has

24 years of experience in the IT and Corporate Learning industries, including two-decades, where he was head of a business intelligence

unit representing Microstrategy, and, chief learning officer, representing Harvard Business Publishing.

Sternhell was the founder

of the first Non-Profit Organization that assisted Israel’s Incubator System, in which he hand-held over 100 high-tech companies.

Sternhell was the vice chairman of the American-Israel Chamber of Commerce and Industry, overseeing its initiatives, and a recipient

of its Business Leadership Award.

Sternhell served in the Directorate of Military Intelligence for the Israel Defense Forces, and

was awarded the Most Outstanding Soldier of the Corp.

Sternhell holds an AB in Political Science and Psychology from Tel

Aviv University, an MIA in International Economics from Columbia University and an MBA from the ‘Grand Ecole’ EDHEC ’92

specializing in IT and Management where he graduated first in his class.

Alina Dulimof is one of our independent

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

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

Since 2017, she has served as a managing director responsible for business development

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

Prior to PAS, from 2012 to 2017, she was a partner with

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

She has passed the Series

7 (FINRA-General.

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

From 1999 to 2007, Ms.

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

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

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

supporting the management teams of its portfolio companies.

As an entrepreneur, Ms.

Dulimof achieved successful

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

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

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

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

Prior to her investment management career, she was a

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

from Bucharest University in 1988.

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

development, marketing and strategic partnerships.

During her tenure at Ericsson she earned an Executive MBA from Stockholm School of

Economics in 2001.

Dulimof achieved successful exits from 2 of her startups,

prior to joining BrainHeart.

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

Fintech, 5G, IoT, Cybersecurity, AI, Robotics, E-commerce, Creator economy, Mobile, OOH advertising and Biotech, alongside entrepreneurs,

venture capital and private equity firms.

Prior to her investment management career, she was a technology executive, starting at Ericsson

in Stockholm, directly after her graduation with distinction with a degree in Nuclear Physics from Bucharest University in 1988.

she held executive positions within diverse business areas, from research to product development, marketing and strategic partnerships.

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

She is a CFA charter holder.

None of our directors or

officers are related to each other.

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

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

No officer or director has,

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

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

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

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities

or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission

to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

None of our directors or officers are related

to each other.

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

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

No officer or director has, during the past five

years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive

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

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

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

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

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

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

To the best of the Company’s knowledge,

there are no arrangements or understandings between any director, Director Nominee or executive officer and any other person pursuant

to which any person was selected as a director, Director Nominee or executive officer.

There are no family relationships between any of

the Company’s directors, Director Nominees or executive officers.

To the Company’s knowledge there have been no material legal

proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of Regulation S-K during

the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s directors or executive

Director Independence

Our Board of Directors may

establish the authorized number of directors from time to time by resolution.

Our Board of Directors may establish the authorized

number of directors from time to time by resolution.

Our Board of Directors is currently comprised of one member.

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

We have three (3) independent

directors on the Board of Directors.

The directors will be elected annually by our stockholders.

Because our common stock

is listed on the NASDAQ Capital Market, the listing rules of this stock exchange generally require that a majority of the members of

a listed company’s board of directors, and each member of a listed company’s audit, compensation and nominating and corporate

governance committees, be independent.

Our Board of Directors has determined that Alina Dulimof, Ehud Ernst and Amir Sternhell do not

have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director

and such directors are “independent” as that term is defined under the rules of the stock market.

Audit committee members must

also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable

to a newly public company.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed

company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee

accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or be an affiliated person of the listed company or any of its subsidiaries.

Because our common stock is listed on the NASDAQ

Capital Market, the listing rules of this stock exchange generally require that a majority of the members of a listed company’s

board of directors, and each member of a listed company’s audit, compensation and nominating and corporate governance committees,

be independent.

Our Board of Directors has determined that Alina Dulimof, Ehud Ernst and Amir Sternhell do not have any relationships

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and such directors are

“independent” as that term is defined under the rules of the stock market.

Audit committee members must also satisfy the

independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable to a newly public

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not,

other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee accept, directly

or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

or be an affiliated

person of the listed company or any of its subsidiaries.

Role of the Board of Directors in Risk Oversight

The Board of Directors is

responsible for assessing the risks facing our company and considers risk in every business decision and as part of our business strategy.

The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking

is essential for us to compete in our industry and in the global market and to achieve our growth and profitability objectives.

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

While the Board of Directors

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

Our Board of Directors expects management

to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes

for day-to-day activities and to effectively implement risk management strategies that are adopted by the Board of Directors.

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

The Board of Directors is responsible for assessing

the risks facing our company and considers risk in every business decision and as part of our business strategy.

The Board of Directors

recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking is essential

for us to compete in our industry and in the global market and to achieve our growth and profitability objectives.

Effective risk oversight,

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

While the Board of Directors oversees our risk

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

Our Board of Directors expects management to consider

risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day

activities and to effectively implement risk management strategies that are adopted by the Board of Directors.

The Board of Directors

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

Code of Business Conduct

Our Board of Directors has

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

a consistently legal and ethical manner.

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

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

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

The reference to our website address in

this Annual Report does not include or incorporate by reference the information on our website into this Annual Report.

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

Our Board of Directors has adopted a code of business

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

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

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

The Code of Business Conduct is available

at our website at http://www.olb.com/code-of-conduct/ .

The reference to our website address in this Annual Report does not include

or incorporate by reference the information on our website into this Annual Report.

We intend to disclose future amendments to certain

provisions of our code of conduct, or waivers of these provisions, on our website or in public filings.

Board Committees

Our Board of Directors has

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

Our Board of Directors has an Audit Committee,

Compensation Committee and a Nominating and Corporate Committee.

Audit Committee

The Audit Committee consists

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

The Audit Committee consists of Ehud Ernst, Alina

Dulimof, and Amir Sternhell with Mr.

Ernst serving as Chairman.

The Audit Committee assists the Board of Directors

in discharging its responsibilities relating to the financial management of our Company and oversight of our accounting and financial

reporting, our independent registered public accounting firm and their audits, our internal financial controls and the continuous improvement

of our financial policies and practices.

In addition, the Audit Committee is responsible for reviewing and discussing with management

our policies with respect to risk assessment and risk management.

The responsibilities of the Audit Committee, as set forth in its charter,

● appointing, approving the compensation

of, and assessing the independence of our independent registered public accounting firm;

● pre-approving audit and permissible

non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

● reviewing and discussing with

management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

● coordinating the oversight

and reviewing the adequacy of our internal control over financial reporting;

● establishing policies and procedures

for the receipt and retention of accounting-related complaints, whistleblowers, and concerns;

● reviewing and approving any

related party transactions.

The composition of our Audit

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

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

The Audit Committee assists the Board of Directors in discharging its

responsibilities relating to the financial management of our Company and oversight of our accounting and financial reporting, our independent

registered public accounting firm and their audits, our internal financial controls and the continuous improvement of our financial policies

and practices.

In addition, the Audit Committee is responsible for reviewing and discussing with management our policies with respect

to risk assessment and risk management.

The responsibilities of the Audit Committee, as set forth in its charter, includes:

appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

establishing policies and procedures for the receipt and retention of accounting-related complaints, whistleblowers, and concerns;

reviewing and approving any related party transactions.

The composition of our Audit Committee complies

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

We intend to comply with future

requirements to the extent they become applicable to us.

Compensation Committee

The Compensation Committee

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

The Compensation Committee consists of Alina Dulimof,

Ehud Ernst and Amir Sternhell with Mr.

Ernst serving as Chairman.

The Compensation Committee assists the Board

of Directors in setting and maintaining the Company’s compensation philosophy and in discharging its responsibilities relating

to executive and other human resources hiring, assessment and compensation, and succession planning.

The responsibilities of the Compensation

Committee, as set forth in its charter, includes:

● reviewing and approving corporate

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

● evaluating the performance

of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive

● determining the compensation

of all our other officers and reviewing periodically the aggregate amount of compensation payable to such officers;

● overseeing and making recommendations

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

● reviewing and making recommendations

to the Board of Directors with respect to director compensation.

The Compensation Committee assists the Board of Directors in setting

and maintaining the Company’s compensation philosophy and in discharging its responsibilities relating to executive and other human

resources hiring, assessment and compensation, and succession planning.

The responsibilities of the Compensation Committee, as set forth

in its charter, includes:

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

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our chief executive officer;

determining the compensation of all our other officers and reviewing periodically the aggregate amount of compensation payable to such officers;

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

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

Nominating and Corporate

Governance Committee

The Nominating and Corporate

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

The Nominating and Corporate Governance Committee

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

Sternhell serving as Chairman.

The responsibilities

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

● making recommendations to the

Board of Directors regarding the size and composition of the Board of Directors;

● recommending qualified individuals

as nominees for election as directors;

● reviewing the appropriate skills

and characteristics required of director nominees;

● establishing and administering

a periodic assessment procedure relating to the performance of the Board of Directors as a whole and its individual members;

● periodically reviewing the

corporate governance guidelines and supervising the management representative charged with implementing the Company’s corporate

governance procedures.

The responsibilities of the Nominating

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

making recommendations to the Board of Directors regarding the size and composition of the Board of Directors;

recommending qualified individuals as nominees for election as directors;

reviewing the appropriate skills and characteristics required of director nominees;

establishing and administering a periodic assessment procedure relating to the performance of the Board of Directors as a whole and its individual members;

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

Compensation Committee Interlocks and Insider

Participation

None of the members of the

Compensation Committee is (or was at any time previously) an officer or employee.

None of our executive officers serve or in the past

fiscal year has served as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive

officers serving as a member of our Board of Directors or expected to serve on the Compensation Committee.

None of the members of the Compensation Committee

is (or was at any time previously) an officer or employee.

None of our executive officers serve or in the past fiscal year has served

as a member of the Board of Directors or Compensation Committee of any other entity that has one or more executive officers serving as

a member of our Board of Directors or expected to serve on the Compensation Committee.

Executive Compensation

10 unchanged sentences

Car allowance

Stock based compensation of options granted during the years ended

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

Stock based compensation reflects fair value of options granted during

the years ended December 31, 2023 and 2022, each with an exercise price of $0.01 per share.

50% of options vested as of the date

of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024.

Options expire after ten years from grant date if not exercised.

Employment Agreements

On January 11, 2022, the

Company entered into a new employment agreement with Mr.

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

Smith (the “Smith Agreement”).

On January 11, 2022, the Company entered into

a new employment agreement with Mr.

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

Smith (the “Smith

The Yakov Agreement maintains Mr.

Yakov’s role as the Company’s Chief Executive

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

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

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

The Smith Agreement maintains Mr.

Smith’s role as

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

The Yakov Agreement

increases Mr.

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

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

Yakov also received a $490,000 bonus for

acquisitions closed by the Company in 2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent

(2%) of the gross purchase price paid in connection with a future acquisition.

Yakov shall be eligible to receive an annual

bonus of Three Hundred Thousand Dollars ($300,000) based on performance criteria established by the Board.

In addition, on an annual

Yakov shall receive options to purchase up to 200,000 shares of common stock of the Company at an exercise price of

$0.001 per share (subsequently amended to $0.01 per share).

The Yakov Agreement also

states that, if Mr.

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

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

In the event the termination

is in connection with Mr.

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

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

The Smith Agreement

increases Mr.

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

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

Smith shall be eligible to receive an annual

bonus of One Hundred Fifty Thousand Dollars ($150,000) based on performance criteria established by the Committee.

Smith’s role as the Company’s Vice

President, Finance unless terminated or upon his resignation.

The Yakov Agreement sets Mr.

salary at $750,000 and he is eligible for insurance coverages and benefits available to the Company’s employees pursuant to the

terms of the Company’s insurance and benefit plans.

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

2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross purchase price paid in connection

with a future acquisition.

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

performance criteria established by the Board.

In addition, on an annual basis, Mr.

Yakov shall receive options to purchase up to 200,000

shares of common stock of the Company at an exercise price of $0.01 per share.

The Yakov Agreement also states that, if Mr.

employment is terminated without cause or he voluntarily terminates his employment for good reason, he will continue to receive his base

salary for the remainder of the term along with all earned bonuses.

In the event the termination is in connection with Mr.

death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through the termination date and

all bonuses earned through the termination date.

The Smith Agreement sets Mr.

salary to $350,000 and he is eligible for insurance coverages and benefits available to the Company’s employees pursuant to the

terms of the Company’s insurance and benefit plans.

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

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

In addition, Mr.

Smith shall receive options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an

exercise price of $0.001 per share (subsequently amended to $0.01 per share).

The Smith Agreement also

states that, if Mr.

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

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

In the event the termination

is in connection with Mr.

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

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

Smith shall receive

options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.01 per

The Smith Agreement also states that, if Mr.

employment is terminated without cause or he voluntarily terminates his employment for good reason, he will continue to receive his base

salary for the remainder of the term along with all earned bonuses.

In the event the termination is in connection with Mr.

death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base salary through the termination date and

all bonuses earned through the termination date.

On April 8, 2024, the Company entered into Amendment

1 (the “Amendment”) to the Employment Agreement with Mr.

Yakov (the “Yakov Agreement”).

The Amendment corrected

a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance for Mr.

The Amendment

affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”) shall have a per share

exercise price equal to One Cent ($0.01) and expire ten years after the date of grant.

Each Stock Option granted shall become exercisable

50% upon the grant date, then 25% upon each of the second and third anniversary of the date on which it is granted.

the notices provision of the Yakov Agreement was amended to the reflect the current business address of the Company.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2022,

the following equity awards were outstanding:

As of December 31, 2023, the following equity

awards were outstanding:

Per the terms of Mr.

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

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

The stock options

will cease vesting after the termination of Mr.

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

of employment.

Smith’s employment

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

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

The stock options will cease

vesting after the termination of Mr.

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

Pursuant to the Smith Agreement, on December 23,

Smith received options to purchase up to 275,000 shares of common stock of the Company at an exercise price of $0.01 per share.

Per the terms of Mr.

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

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

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

On November 13, 2019, the

Company entered into an agreement with Mr.

Yakov’s employment

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

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

Each stock option

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

On November 13, 2019, the Company entered into

an agreement with Mr.

Smith and on November 25, 2019, the Company entered into an agreement Mr.

Yakov, whereby the

Company and option holders each agreed that the exercise price pertaining to those options only would not be adjusted for the effects

of the Reverse Stock Split.

Yakov, whereby the Company and option

holders each agreed that the exercise price pertaining to those options only would not be adjusted for the effects of the Reverse Stock

Pursuant to the Yakov Agreement, on each of December

23, 2022 and January 1, 2023, Mr.

Yakov received options to purchase up to 200,000 shares of common stock of the Company at an exercise

price of $0.01 per share for a total of 400,00 options to purchase common stock.

At December 31, 2023, there were a total of 1,568,988

options to purchase common stock, of which 1,248,016 were vested and exercisable.

2020 Equity Incentive Plan

The Board of Directors have

adopted a 2020 Equity Incentive Plan (the “Plan”) for the Company and the holders of majority of our outstanding shares of

common stock have approved such plan.

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

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

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

In general, awards

under the Plan shall vest ratably over a period of three years (on the first, second and third anniversaries of the agreement) subject

to accelerated vesting upon a change of control of our company (although awards may be granted with different vesting terms).

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

Yakov shall receive up to 200,000 options under the

The purpose of our 2020 Equity

Incentive Plan is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable,

to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements.

The 2020 Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors or by the full Board, which may

determine, among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price

and the vesting schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject

to each option and stock purchase right.

The Plan provides for the grant of (i) “incentive” options (qualified under section

422 of the Internal Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants

of our company.

The Board of Directors have adopted a 2020 Equity

Incentive Plan (the “Plan”) for the Company and the holders of majority of our outstanding shares of common stock have approved

On December 22, 2022, the shareholders of the Company approved an amendment and restate of the Plan to increase the number

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

Grants of 715,000 options

to purchase shares of common stock have been issued under the Plan as of December 31, 2023.

In general, awards under the Plan shall vest

ratably over a period of three years (on the first, second and third anniversaries of the agreement) subject to accelerated vesting upon

a change of control of our company (although awards may be granted with different vesting terms).

Further, pursuant to the Yakov

Agreement, on an annual basis until December 31, 2027, Mr.

Yakov received up to 400,000 options under the Plan.

The purpose of our 2020 Equity Incentive Plan

is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage

a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements.

Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors or by the full Board, which may determine,

among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting

schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and

stock purchase right.

The Plan provides for the grant of (i) “incentive” options (qualified under section 422 of the Internal

Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company.

In connection with the administration of our 2020

Equity Incentive Plan, our Compensation Committee:

● determines which employees

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

● grants the awards to those

selected to participate;

● determines the exercise price

● prescribes any limitations,

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

Any grant of awards to any

of directors under our 2020 Equity Incentive Plan must be approved by the Compensation Committee of our Board of Directors.

our Compensation Committee will:

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

grants the awards to those selected to participate;

determines the exercise price for options;

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

Any grant of awards to any of directors under

our 2020 Equity Incentive Plan must be approved by the Compensation Committee of our Board of Directors.

In addition, our Compensation

Committee will:

(i) interpret our 2020 Equity Incentive Plan;

and (ii) make all other determinations and take all other

action that may be necessary or advisable to implement and administer our 2020 Equity Incentive Plan.

The 2020 Equity Incentive

Plan provides that in the event of a change of control, the Compensation Committee or our Board of Directors shall have the discretion

to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.

In addition, our Board of

Directors may amend our 2020 Equity Incentive Plan at any time.

However, without stockholder approval, our 2020 Equity Incentive Plan

may not be amended in a manner that would:

● increase the number of shares

that may be issued under our 2020 Equity Incentive Plan;

● materially modify the requirements

for eligibility for participation in our 2020 Equity Incentive Plan;

● materially increase the benefits

to participants provided by our 2020 Equity Incentive Plan;

● otherwise disqualify our 2020

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

Awards previously granted

under our 2020 Equity Incentive Plan may not be impaired or affected by any amendment of our 2020 Equity Incentive Plan, without the

consent of the affected grantees.

and (ii) make all other determinations and take all other action that may

be necessary or advisable to implement and administer our 2020 Equity Incentive Plan.

The 2020 Equity Incentive Plan provides that in

the event of a change of control, the Compensation Committee or our Board of Directors shall have the discretion to determine whether

and to what extent to accelerate the vesting, exercise or payment of an award.

In addition, our Board of Directors may amend

our 2020 Equity Incentive Plan at any time.

However, without stockholder approval, our 2020 Equity Incentive Plan may not be amended in

a manner that would:

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

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

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

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

Awards previously granted under our 2020 Equity

Incentive Plan may not be impaired or affected by any amendment of our 2020 Equity Incentive Plan, without the consent of the affected

Director Compensation

Our directors are entitled to the

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

Our directors are entitled to the following fixed

compensation for their services as directors during the fiscal year ended December 31, 2023.

Name and Principal Position

2 unchanged sentences

Amir Sternhell

Directors were reimbursed

for their reasonable out-of-pocket expenses incurred in connection with their duties.

On an annual basis, each independent director will

earn compensation in the form of shares of our Common Stock with a fair market value equal to $50,000 as of the date of issuance and

they will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties.

The Chairman of the Audit

Committee shall receive additional shares of Common Stock with a fair market value equal to $15,000 as of the date of issuance.

of Common Stock shall be issued no later than January 31 of each year.

(1) Directors were reimbursed for their reasonable out-of-pocket expenses incurred in connection with their

Through December 31, 2023, on an annual basis, each independent director earned compensation in the form of shares of our Common

Stock with a fair market value equal to $50,000 as of the date of issuance and they will be reimbursed for their reasonable out-of-pocket

expenses incurred in connection with their duties.

The Chairman of the Audit Committee received additional shares of Common Stock with

a fair market value equal to $15,000 as of the date of issuance.

(2) Beginning in 2024, all Directors will receive a fee equal to $10,000 per year, payable in four installments

of $2500 on January 1, April 1, July 1 and October 1 of each year.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

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

regarding the beneficial ownership of each class of our voting securities by:

The following table sets forth, as of April

8, 2024, information regarding the beneficial ownership of each class of our voting securities by:

(i) our officers and directors;

(ii) all of our officers

and directors as a group;

and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities.

Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or

to direct the disposition of such security.

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

the right to acquire beneficial ownership within 60 days.

The address of each holder

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

all of our officers and directors as a group;

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

voting securities.

Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the

power to dispose or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of

which the person has the right to acquire beneficial ownership within 60 days.

The address of each holder listed below, except

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

Name of Beneficial Owner

Stock Beneficially

Voting Shares

5% Beneficial Owners

John Herzog (4)

Armistice Capital (7)

Directors and Officers

7 unchanged sentences

* Less than 1%.

Under SEC rules, beneficial ownership includes shares over which the

individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within

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

our common stock plus 113,444 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which

holders will exercise voting power on an as-converted basis.

The number of shares and percentage ownership of Series A Preferred

Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which such shares

of Series A Preferred Stock are convertible into 113,444 shares of common stock accordance with the Certificate of Designations (as

hereinafter defined)).

The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock

with the holders of common stock on an as-converted basis.

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

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

Includes 907,516 shares of common stock owned by Mr.

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

John Herzog is the Chairman of

and the trustee of the trust.

Includes shares of common stock underlying 802,875 Series A Warrants to purchase one

share of common stock each at a purchase price of $9.00 per share and 200,719 Series B Warrants to purchase one share of common

stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual Report.

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

Includes (i) 176,668 vested options, (ii) 113,444 shares of common

stock underlying Series A Preferred Stock, and (iii) shares of common stock underlying 227,003 Series A Warrants to purchase one

share of common stock each at a purchase price of $9.00 per share and 56,751 Series B Warrants to purchase one share of common stock

each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual Report.

** Under SEC rules, beneficial ownership includes shares over

which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire

within sixty days.

(1) Percentage

ownership of common stock is based on 18,092,883 shares of Common Stock

plus 113,443 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise

voting power on an as-converted basis.

(2) The number of shares and percentage ownership of Series A

Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which

such shares of Series A Preferred Stock are convertible into 113,443 shares of common stock accordance with the Certificate of Designations

(as hereinafter defined)).

The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred

Stock with the holders of common stock on an as-converted basis.

(3) Percentage

of voting stock is based on 18,092,883 shares of Common Stock and 1,021

shares of Series A Preferred Stock (convertible into 113,443 shares of common stock) outstanding on November 29, 2023.

(4) Includes (a) 925,516 shares held by John E.

(b) 109,224 shares held by John E.

Herzog Revocable Trust under an agreement dated February 7, 2014, for which John E.

is the sole Trustee, and (c) 10,000 shares held in an individual retirement account.

As reported on Schedule 13G filed with

the SEC on June 21, 2023.

(5) Includes (i) 176,668 vested options, (ii) 113,444

shares of common stock underlying Series A Preferred Stock, and (iii) shares of common stock underlying 227,003 Series A

Warrants to purchase one share of common stock each at a purchase price of $9.00 per share and 56,751 Series B Warrants to purchase

one share of common stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual

(6) Consists of 312,318 vested options.

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

Certain Relationships and Related

Transactions, and Director Independence

We are a party to certain

related party transactions, as described below.

OmniSoft and CrowdPay

In accordance with the requirements

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

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

Exchange Agreement, the “Share Exchange Agreements”).

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

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

Herzog, an affiliate of the Company) transferred

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

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

Yakov and Mr.

Herzog) transferred

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

common stock.

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

Yakov, our sole director, determined

the appropriate valuation of each of our common stock and the common stock of OmniSoft and CrowdPay in reliance upon, among other matters,

a third-party independent valuation report prepared by Corporate Valuation Advisors, Inc.

On August 10, 2018, Ronny

Yakov, the Chief Executive Officer, Chairman and majority stockholder, loaned the Company $25,000, in order to pay for audit services.

The loan is unsecured, bears interest at 12% and is due on demand.

Yakov loaned the Company an additional $361,467 to the Company

during the year ended December 31, 2019.

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

The accrued compensation

Yakov and the advances to be repaid to Mr.

Yakov do not bear any interest or have any term.

On May 13, 2020, Mr.

agreed to convert $1,011,016 in principal amount of indebtedness and accrued interest, which includes deferred salary and unreimbursed

expenses (plus any additional accrued interest and other fees thereon that accrued), into shares of convertible Series A Preferred Stock

to be designated concurrently with the public offering.

On July 24, 2020, the terms of such conversion were amended such that Mr.

agreed to convert an aggregate of $1,017,573 of deferred salary, indebtedness and accrued interest into Series A Preferred Stock and

conversion warrants, which Series A Preferred Stock and conversion warrants would be issued concurrently with the closing of the offering.

On July 24, 2020, the

terms of the agreement whereby Mr.

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

$3,522,191 in principal amount of indebtedness (plus any additional accrued interest and other fees thereon that accrues prior to the

offering) into shares of convertible Series A Preferred were amended such that Mr.

Herzog agreed to convert such an aggregate of

$3,582,355 of indebtedness and accrued interest into Series A Preferred Stock and Conversion Warrants, which Series A Preferred

Stock and Conversion Warrants would be issued concurrently with the closing of the public offering.

On August 11, 2020, Mr.

Herzog converted

$3,612,940 of indebtedness into 3,612 shares of Series A Preferred Stock (the terms of which are described below) and 802,875 Series

A Conversion Warrants with an exercise price of $9.00 and 200,719 Series B Conversion Warrants with an exercise price of $4.50.

On July 24, 2020, the

terms of the agreement whereby Mr.

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

$1,017,753 in principal amount of indebtedness and accrued interest, which includes deferred salary and unreimbursed expenses (plus any

additional accrued interest and other fees thereon that accrues prior to the offering), into shares of convertible Series A Preferred

Stock to be designated concurrently with the offering such conversion were amended such that Mr.

Yakov agreed to convert an aggregate

of $1,017,573 of accrued salary, indebtedness and accrued interest into Series A Preferred Stock and conversion warrants, which Series

A Preferred Stock and conversion warrants would be issued concurrently with the closing of the offering.

On August 11, 2020, Mr.

Yakov converted $1,021,512 of indebtedness into 1,021 shares of Series A Preferred Stock (the terms of which are described in Note 10

below) and 227,003 Series A Conversion Warrants with an exercise price of $9.00 and 56,751 Series B Conversion Warrants with an exercise

price of $4.50.

On January 3, 2022, the Company

entered into a share exchange agreement with Mr.

Yakov and Mr.

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

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

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

The value of the CI Issued Shares was, for purposes

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

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

We are a party to certain related party transactions,

as described below.

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 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.

The purchase price was used solely to establish the agreed upon

purchase price between the parties and not for accounting purposes.

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

The acquisition of Crowd Ignition., was determined to be a

common control transaction as each Company has the same two shareholders with a majority ownership.

As a result, the assets and liabilities

assumed were recorded on the Company’s condensed consolidated financial statements at their respective carry-over basis;

as of January 3, 2022, Crowd Ignition has no assets, liabilities or other operations.

14, 2022, Mr.

Herzog converted 3,612 shares of Series A Preferred Stock together with $932,193 of accrued dividends into 504,910 shares

of common stock.

is obliged to issue shares worth of $165,000 to Directors for their service during the year ended December 31, 2022 – a provision

for this compensation has been accrued in the balance sheet as of December 31, 2022.

On December 31, 2022, the Company granted 41,322

shares of common stock to Alina Dulimof, Director, for services.

The shares were valued at $1.21, the closing stock price on the date

of grant, for total non-cash stock compensation expense of $50,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On December 31, 2022, the Company granted 41,322

shares of common stock to Amir Sternhell, Director, for services.

The shares were valued at $1.21, the closing stock price on the date

of grant, for total non-cash stock compensation expense of $50,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On December 31, 2022, the Company granted 53,719

shares of common stock to Ehud Ernst, Director, for services.

The shares were valued at $1.21, the closing stock price on the date of

grant, for total non-cash stock compensation expense of $65,000.

As of December 31, 2022, the shares were not yet issued by the transfer

agent and were recorded as an accrued liability as of that date.

The shares were issued on February 15, 2023, resulting in a reduction

of the accrued liability and an increase to common stock and additional paid-in capital during the year ended December 31, 2023.

On February 14, 2023, a shareholder reported to

the Company that they had incurred short swing profits of $114,654 in connection with a series of purchases and sales of the Company’s

stock on the open market.

The shareholder disgorged such short-swing profits to the Company on February 28, 2023.

During December 2023, Mr.

Yakov made payments

on behalf of the company in the amount of $12,678.

The amount is non-interest bearing and due on demand.

During the year ended December 31, 2023, the Company

accrued $124,222 for dividends on the Series A preferred stock held by Mr.

As of December 31, 2023 and 2022, total accrued dividends

on the Series A preferred stock due to Mr.

Yakov is $418,606 and $294,384, respectively.

Statement of Policy

All future transactions between

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

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

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

To the best of our knowledge,

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

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

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

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

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

All future transactions between us and our officers,

directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated

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

had access, at our expense, to our legal counsel or independent legal counsel.

To the best of our knowledge, during the past

three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently

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

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

than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other

than compensation to our officers and directors in the ordinary course of business).

Principal Accountant Fees and Services

Below is the aggregate amount

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

Audit fees – Services provided by Daszkal Bolton LLP

Audit fees – Services provided by Marcum LLP

The following table describes fees for professional

audit services rendered and billed by Mac Accounting Group & CPAs, LLP, our present independent registered public accounting

firm and principal accountant, for the review of our quarterly consolidated financial statements and for other services during fiscal

year 2023 and for professional audit services rendered and billed by Daszkal Bolton LLP for the audit of our consolidated financial statements

and for other services during fiscal year 2022.

Type of Fee – Billed by Mac Accounting Group & CPAs, LLP,

Audit Fees (1)

Audit Related Fees (2)

All other fees

All of the professional services

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

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

Consist of fees billed for

professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included

in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory

filings or engagements.

Type of Fee - Billed by Daszkal Bolton LLP

Audit Fees (1)

Audit Related Fees (2)

Consist of fees billed for

assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements

and are not reported under “Audit Fees”.

Consist of fees billed for

professional services for tax compliance, tax advice and tax planning.

These services include preparation of federal and state income

tax returns for the year ended December 31, 2022.

(1) Audit fees for fiscal years 2022 and 2023 represent

fees billed for services rendered by Mac Accounting Group & CPAs, LLP, and Daszkal Bolton LLP in 2022 and 2023 for the audit

of our consolidated financial statements and review of our quarterly reports on Form 10-Q.

(2) Audit related fees for fiscal years 2023 represent fees

billed for services rendered by Mac Accounting Group & CPAs, LLP in connection with our DMint Registration Statements filed

during fiscal year 2023.

Our Audit Committee has determined that the services

provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered public accounting

The Board has established pre-approval policies

and procedures pursuant to which the Board approved the foregoing audit, tax and non-audit services provided by the Auditor in 2022.

Consistent with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services

require pre-approval by the Audit Committee.

Fee estimates for these services are approved by the Chairman of the Board based on

information provided by our management.

Consist of fees billed for professional services

rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports

and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Consist of fees billed for assurance and related

services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported

under “Audit Fees”.

Consist of fees billed for professional services

for tax compliance, tax advice and tax planning.

These services include preparation of federal and state income tax returns.

All Other Fees

Consist of fees for product

and services other than the services reported above.

Consist of fees for product and services other

than the services reported above.

Policy for Approval of Audit and Permitted

Non-Audit Services

The Audit Committee charter

provides that the Audit Committee will pre-approve audit services and non-audit services to be provided by our independent auditors before

the accountant is engaged to render these services.

The Audit Committee may consult with management in the decision-making process, but

may not delegate this authority to management.

The Audit Committee may delegate its authority to pre-approve services to one or more

committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting.

The Audit Committee charter provides that the

Audit Committee will pre-approve audit services and non-audit services to be provided by our independent auditors before the accountant

is engaged to render these services.

The Audit Committee may consult with management in the decision-making process, but may not delegate

this authority to management.

The Audit Committee may delegate its authority to pre-approve services to one or more committee members,

provided that the designees present the pre-approvals to the full committee at the next committee meeting.

Exhibit Number

49 unchanged sentences

Letter of Resignation dated March 13, 2023 from Daszkal Bolton LLP (18) .

Certification of Chief Executive Officer pursuant

Membership Interest Purchase Agreement dated June 15, 2023 by and between the Company and SDI Black 001, LLC.

Amendment No.

1 to Employment Agreement dated April 4, 2024 by and between the Company and Ronny Yakov *

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

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

Certification of Chief Financial Officer pursuant

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

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

Certification of Chief Executive Officer and

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

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

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

Clawback Policy

Inline XBRL Instance Document.

23 unchanged sentences

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

Previously filed with Form 10-K on March 30, 2023.

Incorporated by reference to Form 8-K filed June 21, 2023.

Form 10-K Summary

2 unchanged sentences

The OLB Group, Inc.

March 30, 2023

April 15, 2024

/s/ Ronny Yakov

7 unchanged sentences

Chief Executive Officer and Chairman

March 30, 2023

April 15, 2024

/s/ Ehud Ernst

Director and Chairman of the Audit Committee

March 30, 2023

April 15, 2024

/s/ Amir Sternhell

March 30, 2023

April 15, 2024

Amir Sternhell

/s/ Alina Dulimof

March 30, 2023

April 15, 2024

Alina Dulimof

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

What changed 10-K

Item 9A. Controls and Procedures