OLB GROUP, INC. - Quarter Report: 2008 March (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For The Quarterly Period Ended March 31, 2008

Commission File Number: 0-52994

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		13-4188568
(State of jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

1120 Avenue of the Americas, Fourth Floor New York, NY		10036
(Address of Principal Executive Offices)		(Zip Code)

(212) 278-0900

(Registrant's telephone number)

Not Applicable

(Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

As of March 31, 2008, the Company had a total of 44,282,832 shares of Common Stock outstanding.

THE OLB GROUP, INC.

Form 10-Q Quarterly Report

Table of Contents

		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Balance Sheet as of March 31, 2008	F-3

	Statements of Operations for the Three months Ended March 31, 2008and March 31, 2007	F-4

	Statements of Cash Flows for three Months Ended March 31, 2008 and March 31, 2007	F-6

	Notes to Condensed Financial Statements	F-7

Item 2.	Management's Discussion and Analysis or Plan of Operation	3

Item 3.	Controls and Procedures	9

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 2.	Changes in Securities	10

Item 3.	Defaults Upon Senior Securities	11

Item 4.	Submissions of Matters to a Vote of Security Holders	11

Item 5	Other Information	11

Item 6.	Exhibits and Reports on Form 8-K	11

Signatures res		12

PART I. FINANCIAL INFORMATION

The OLB Group, Inc.

FINANCIAL STATEMENTS

March 31, 2008 and December 31, 2007

C O N T E N T S

Balance Sheets			F-3

Statements of Operations			F-4

Statement of Stockholders’ Equity (Deficit)			F-5

Statements of Cash Flows			F-6

Notes to the Financial Statements			F-7

The OLB Group, Inc.

Balance Sheets

ASSETS

	March 31,			December 31,
	2008			2007
CURRENT ASSETS	(Unaudited)

Cash	$	2,928		$	2,333

Prepaid expenses		73,332			95,833

Total Current Assets		76,260			98,166

OTHER ASSETS

Internet domain		4,965			4,965

TOTAL ASSETS	$	81,225		$	103,131

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	177,117		$	186,527
Loan Payable - Officer		15,000
Judgment payable with accrued interest		174,936			172,627

Total Current Liabilities		367,053			359,154

TOTAL LIABILITIES		367,053			359,154

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.01 par value, 50,000,000 shares authorized,
no shares outstanding		-			-
Common stock, $0.01 par value; 200,000,000 shares authorized,		-
44,282,832 and 43,691,067shares issued and outstanding, respectively		442,830			436,912
Additional paid-in capital		10,473,321			10,370,639
Accumulated deficit		(11,201,979	)		(11,063,574	)

Total Stockholders’ Equity (Deficit)		(285,828	)		(256,023	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	81,225		$	103,131

The accompanying notes are an integral part of these financial statements.

F-3

The OLB Group, Inc.

Statements of Operations

(Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007


NET REVENUES	$	-		$	-

OPERATING EXPENSES
Officer salary		62,500			62,300
General and administrative		74,161			919,226

Loss from operations		136,661			981,526

OTHER INCOME (EXPENSE)

Interest expense		(1,744	)		(1,744	)

Total Other Expense		(1,744	)		(1,744	)

NET LOSS		(138,405	)		(983,270	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.03	)

BASIC WEIGHTED AVERAGE SHARES		43,789,968			38,362,901

The accompanying notes are an integral part of these financial statements.

F-4

The OLB Group, Inc.

Statements of Shareholders’ Equity (Deficit)

	Common Stock				Additional
					Paid In		Accumulated
	Shares		Amount		Capital		Deficit

Balance at, December 31, 2006		35,300,506	$	353,006	$	8,592,018	$	(9,385,744	)

Issuance of common stock for cash		44,000		440		10,560		-

Issuance of common stock
to convert accrued salaries and loans to equity		2,060,534		20,605		263,965		-

Issuance of common stock for services		6,195,027		61,951		1,486,806		-

Issuance of common stock to convert warrants to equity		91,000		910		17,290		-

Net Loss for the year ended December 31, 2007		-		-		-		(1,677,830	)
Balance at, December 31, 2007		43,691,067		436,912		10,370,639		(11,063,574	)

Issuance of common stock for services (unaudited)		100,000		1,000		24,000

Issuance of common stock
to convert accrued salaries and loans to equity (unaudited)		491,765		4,918		78,682

Net Loss for the 3 months Ended March 31, 2008 (unaudited)		-		-		-		(138,405	)
Balance at, March 31, 2008 (unaudited)		44,282,832	$	442,830	$	10,473,321	$	(11,201,979	)

The accompanying notes are an integral part of these financial statements.

F-5

The OLB Group, Inc.

Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	March 31,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(138,405	)	$	(983,270	)
Adjustments to reconcile net loss to net cash (used in)
operating activities
Stock for services		25,000			1,086,257
Changes in assets and liabilities:
(Increase) decrease in prepaid assets		22,500			(187,500	)
Increase in accounts payable and accrued expense		55,400			72,833

Net Cash (Used in) Operating Activities		(35,505	)		(11,680	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in cash overdraft		-			(3,460	)
Repayment of loan- officer		(5,500	)		(3,000	)
Proceeds from loan - officer		41,600			11,826
Proceeds from sale of common stock		-			11,000

Net cash provided by financing activities		36,100			16,366

NET CHANGE IN CASH		595			4,686

CASH – BEGINNING OF YEAR		2,333			200

CASH – END OF YEAR	$	2,928		$	4,886

CASH PAID FOR

Interest		-			-
Taxes	$	909		$	300

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

Stock issued in conversion of accrued expenses & other debt	$	83,600		$	71,327
Stock for services	$	25,000		$	1,086,257

The accompanying notes are an integral part of these financial statements.

F-6

The OLB Group, Inc.

Notes to the Financial Statements

March 31, 2008 and December 31, 2007

NOTE 1 -

BACKGROUND

The unaudited financial statements have been prepared by The OLB Group, Inc. (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management; necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2007 included on the Company’s Form 10-KSB. The results of the three months ended March 31, 2008 are not necessarily indicative of the results to be expected for the full year ending December 31, 2008.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity date of three months or less from the date of purchase to be a cash equivalent.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist of accounts receivable and cash deposits. The Company maintains cash with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these institutions. To reduce risk, the Company performs credit evaluations of its customers and maintains reserves for potential credit losses.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income taxes

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

F-7

The OLB Group, Inc.

Notes to the Financial Statements

March 31, 2008 and December 31, 2007

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and New York. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2004. The Company has not filed a tax return since the 2005 year. Minimum state tax payments have accrued in states for which the company has operated. Upon filing all amounts paid will be subject to penalties and interest according to the state of New York. The statue of limitations remains open on all years from 2006 going forward. The statute will not begin to run until the Company files the tax return. Once the return has been filed the IRS will have 3 years to examine and adjust the amounts reported.

The company operates at a loss and will only be liable for minimum state tax payments once returns are filed. No unrecognized liability will be added to the Company’s balance sheet for the un-filed returns as the amounts reported are an immaterial amount.

At December 31, 2007, there are no tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

NOTE 3 -

RELATED PARTY TRANSACTIONS

In February 2004, the Company entered into an employment agreement with its founder and President that expires on February 28, 2009. The agreement provides for an annual salary of $250,000 plus fringe benefits and an incentive bonus based on the achievement of certain performance criteria. During 2007 the company converted $284,570 of accrued salary and loans owed to the Company’s President into 2,060,534 shares of common stock.

During the first three months of 2008 the company converted $83,600 of accrued salary and loans into 491,765 shares of common stock.

On February 20, 2008 the company extended the employment agreement with its founder and president for another 5 years commencing April 1, 2008 that expires on February 28, 2014. The agreement

F-8

The OLB Group, Inc.

Notes to the Financial Statements

March 31, 2008 and December 31, 2007

provides for an annual salary of $275,000 plus fringe benefits and an incentive bonus based on the achievement of certain performance criteria. The employment agreement also includes a covenant not to compete with the Company for a period of one (1) year after employment ceases as to the renewal of this agreement.

NOTE 4 -

GOING CONCERN

The financial statements are presented on the basis that the Company is a going concern. A gofing concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred significant losses from operations, and has a working capital deficit of approximately $290,800 which together raise substantial doubt about its ability to continue as a going concern. Management is presently pursuing financing and investment opportunities with investment bankers and private investors. The ability of the Company to achieve its operating goals and to obtain such additional finances, however, is uncertain. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

F-9

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and plan of operation together with our consolidated financial statements and the related notes appearing at the end of our Form 10-KSB for the fiscal year ended December 31, 2007. Some of the information contained in this discussion and analysis or set forth elsewhere in this form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of our Form 10-KSB for the fiscal year ended December 31, 2007 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

This Form 10-Q contains forward-looking statements. These statements relate to our expectations for future events and future financial performance. Generally, the words “anticipate,” “expect,” “intend” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. These statements are only predictions. Actual events or results may differ materially. Factors which could affect our financial results are described in the “Risk Factors” included herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements require management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.

Revenue Recognition.

The Company has had no revenues from operations since inception. Revenues will be recognized when title and risk of loss transfers to the customer and the earnings process is complete. In general, title passes to our customers upon the customer's receipt of the merchandise. Revenue is accounted for in accordance with Emerging Issue Task Force Issue No. 99-19, reporting revenue gross as a principal versus net as an agent. Revenue is recognized on a gross basis since our company has the risks and rewards of ownership, latitude in selection of vendors and pricing, and bears all credit risk. Our company records all shipping and handling fees billed to customers as revenues, and related costs as cost of goods sold, when incurred, in accordance with Emerging Issue Task Force Issue No. 00-10, accounting for shipping and handling fees and costs.

Allowance for Doubtful Accounts.

Currently we have no accounts receivable. We are required to make judgments based on historical experience and future expectations, as to the realizability of our accounts receivable. We make these assessments based on the following factors: (a) historical experience, (b) customer concentrations, customer credit worthiness, (d) current economic conditions, and (e) changes in customer payment terms.

Overview.

We are e-commerce service provider, which enables a business desiring to sell goods and services on the internet to utilize the our e-commerce resources and support services, thus creating economies of scale and cost efficiencies for e-commerce sellers throughout the entire e-commerce process.

The products that we plan to distribute over the next year and will account for most of our business are as follows:

ShopFast PC

ShopFast DSD

There are a number of trends in the eCommerce/direct response marketing industry, the most significant of which is the trend toward integrated marketing strategies. Integrated marketing campaigns involve not only advertising, but also sales promotions, internal communications, public relations, social networking, and other disciplines. The objectives of integrated marketing are to promote our products and services,

Price is no longer the sole motivator of purchasing behavior for our potential customers. With the availability of similar products from multiple sources, customers are increasingly looking for distributors who provide a tangible value-added to their products. As a result, we provide a broad range of products and related services. Specifically, we will provide research and consultancy services, artwork and design services, and fulfillment services to our customers. These services will be provided in-house as well as outsourced by our current suppliers.

We can provide no assurances that our expectations described above will be realized.

Recently Issued Accounting Pronouncements.

During the year ended December 31, 2007, the Company adopted the following accounting pronouncements which had no impact on the financial statements or results of operations:

FASB 154 - Accounting Changes and Error Corrections

In May 2005, the FASB issued FASB Statement No. 154, which replaces APB Opinion No.20 and FASB No. 3. This Statement provides guidance on the reporting of accounting changes and error corrections. It established, unless impracticable retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements to a newly adopted accounting principle. The Statement also provides guidance when the retrospective application for reporting of a change in accounting principle is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed by this Statement. This Statement is effective for financial statements for fiscal years beginning after December 15, 2005. Earlier application is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date the Statement is issued. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

FASB 155 – Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued FASB Statement No. 155, which is an amendment of FASB Statements No. 133 and 140. This Statement (a) permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, (b) clarifies which interest-only strip and principal-only strip are not subject to the requirements of Statement 133, (c) establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, (d) clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, (e) amends Statement 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for financial statements for fiscal years beginning after September 15, 2006. Earlier adoption of this Statement is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued any financial statements for that fiscal year. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

FIN 48 – Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 contains a two step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. This provision is effective for fiscal years beginning after December 15, 2006, which will be the Company’s fiscal year 2008. The Company is evaluating the impact, if any; the adoption of this statement will have on its results of operations, financial position, or cash flows. Given the Company’s substantial loss carry-forward, it does not, in the near term, expect to have any impact of the Company’s tax position with the adoption of FIN 48.

FASB 157 – Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather it applies under existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, which will be the Company’s fiscal year 2009. The Company is currently evaluating the impact of SFAS No. 157 on its financial statements.

FASB 158 – Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. SFAS 158 requires us to record the funded status of its defined benefit pension and other postretirement plans in its financial statements. We are required to record an asset in its financial statements if a plan is overfunded or record a liability in its financial statements if a plan is underfunded with a corresponding offset to shareholders’ equity. Previously unrecognized assets and liabilities are recorded as a component of shareholders’ equity in accumulated other comprehensive income, net of applicable income taxes. SFAS 158 also requires us to measure the value of our assets and liabilities as of the end of our fiscal year ending after December 15, 2008. We have implemented SFAS 158 using the required prospective method. The recognition provisions of SFAS 158 are effective for the fiscal year ending after December 15, 2006. We do not expect that adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

FASB 159 – Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on our financial condition or results of operations.

EITF 00-19-2 - Accounting for Registration Payment Arrangements

In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement

SAB 108 – Considering the Effects of Prior Year Misstatements in Current Year Financial Statements

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (SAB 108) “Considering the Effects of Prior Year Misstatements in Current Year Financial Statements.” SAB 108 provides guidance on quantifying financial statement misstatements, including the effects of prior year errors on current year financial statements. SAB 108 is effective for fiscal years beginning after November 15, 2006, which will be the Company’s fiscal year 2007.

Liquidity and Capital Resources.

We anticipate that our future liquidity requirements will require a need to obtain additional financing. The Company’s primary sources of funding to date consists of loans from its Chief Executive Officer and principal stockholder, Ronny Yakov. Although Mr., Yakov has provided financing in the past, he has no binding commitment to continue such financing. We may not be able to obtain such additional financing or, if obtained, such financing may not be available and/or not be on terms favorable to us.

PLAN OF OPERATION.

Our plan of operation is to launch the marketing of the software component of our ShopFast PC product by the end of the second quarter of fiscal 2008, to produce a 30 minute infomercial to promote this product, as well as short form two minute commercials after completing the longer infomercial, depending on the funds available to the Company for such purposes. We intend to run the advertisements for a period of time and to use focus groups to determine the prices at which we can obtain the highest level of reseller orders and then to launch a full scale media campaign. If the ratio of media spending to product orders is at least $1.50 return in orders on $1.00 spent on advertising, we would continue such advertising. Otherwise, we would consider alternatives to the advertising methods tried. After adjustments to the marketing plan and getting a satisfactory return rate on the media expenditures, we intend to launch a nationwide television distribution campaign.

Over the next twelve months, we do not expect to purchase or sell any significant equipment. We are currently redesigning ShopFast PC so that the Internet Storefront can be created by a client having limited computer expertise without our assistance. In previous versions of ShopFast DSD, the Internet Storefront would have had to have been created by an administrator employed by us. We are redesigning ShopFast PC so that the client can create the Internet Storefront on the client’s own, in the following five steps:

Step 1: Choose the categories of items to be sold on the store.

Step 2: Design the store by choosing layouts, fonts, colors and a logo.

Step 3: Personalize the store by adding descriptive text

Step 4: Account information to facilitate payments for the store subscription as well as payment of commissions

Step 5: Final store confirmation and immediate store generation.

If we successfully test our ShopFast PC product, we are planning to develop or acquire additional products to complement our e-commerce products. We anticipate that we will also need to make expenditures in the following areas: to expand our existing ecommerce platform and replace some of the existing hardware and servers to service the volume of transactions we anticipate and to add more marketing and administrative personnel, although our initial plan is outsource significant services to third party providers. The additional products to be developed and/or acquired have not yet been identified, but are expected to be the result of requests by clients and/or their customers for additional functionality, services, payment methods and/or product availability.

We are currently in the quality assurance testing phase for our re-developed ShopFast DSD software, which is based on a different design platform than the prior versions, allowing it to operate faster and under all computer operating systems that can fully support Internet Explorer 5.0 or higher. ShopFast DSD will have be a customized product to the needs of the particular clients. The immediately prior paragraph is also applicable to the successful testing of our re-developed ShopFast DSD product.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

discuss our future expectations;

contain projections of our future results of operations or of our financial condition; and

state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

OVERVIEW

We are an e-commerce service provider engaged in the development of software products and other services designed to help businesses sell products over the internet. We are currently developing two software products: ShopFast Direct Shopping Database™ (“ShopFast DSD”), and ShopFast Profit Center™ (“ShopFast PC”). Each of these software products enables the user of the software to create an internet website from which such user can sell products located on a database maintained by us (the “OLB Database”).

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2008 AS COMPARED TO THREE MONTHS ENDED MARCH 31, 2007

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative ("G&A") expenses decreased by $845,065 or 1140% to $74,161 for the three months ended March 31, 2008 as compared to the three months ended March 31, 2007. This decrease in G&A expenses was the result of a decrease in professional fees and services for the software development.

NET LOSS

Net loss decreased by $844,865 or to $138,405 for the three months ended March 31, 2008 as compared to three months ended March 31, 2007. This decrease in net loss was the result of the decrease in G&A expenses for professional fees & software development.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended March 31, 2008, the Company used $35,505 of cash for operating activities, as compared to $11,680 cash used through three months ended March 31, 2007. The increase in the use of cash for operating activities was a result of increase in legal and consulting fees.

Cash provided from financing activities during the three months ended March 31, 2008 was $36,100 as compared to $16,366 through three months ended March 31, 2007. Our capital needs have primarily been met from the proceeds of Reg-A offering, and loans from our president.

Our financial statements as of the three months ended March 31, 2008 have been prepared under the assumption that we will continue as a going concern through December 31, 2008. Our independent registered public accounting firm has issued their report that included an explanatory paragraph expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. Our ability to continue as a going concern ultimately is dependent on our ability to generate a profit which is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PLAN OF OPERATION AND FINANCING NEEDS

We are engaged in developing eCommerce software.

Our plan of operation within the next twelve months is to utilize our cash balances to continue research and development of our software. We believe that our current cash and investment balances will be sufficient to support development activity and general and administrative expenses for the next twelve months. Management estimates that it will require additional cash resources during 2008, based upon its current operating plan and condition. We will be investigating additional financing alternatives, including equity and/or debt financing. There is no assurance that capital in any form would be available to us, and if available, on terms and conditions that are acceptable. If we are unable to obtain sufficient funds during the next twelve months, we may be forced to reduce the size of our organization, which could have a material adverse impact on, or cause us to curtail and/or cease the development of our products.

ITEM 3.

CONTROLS AND PROCEDURES

Prior to the filing of our Form 10-QSB for the second quarter of 2008, our management intends to complete an evaluation of the effectiveness of the design, maintenance and operation of our disclosure controls and procedures and to implement any corrective actions. We intend to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities an Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including its chief executive officer as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e).

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We are aware of the following material weaknesses in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial date:

Due to the size of the Company there is a lack of adequate personnel and the expertise that is required to (1) prepare an accurate analysis of cash flows and ultimately the Statement of Cash Flows included in the financial statements, (2) properly account for stock for service transactions and (3) properly prepare the cash reconciliation.

In addition, the Company has a material weakness in the adequacy of its ability to complete notes to the financial statements.

Report of Management on Internal Control Over Financial Reporting.

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for new public companies.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS:

As of the filing date of this Form 10-QSB, we are not a party to any pending legal proceedings.

ITEM 2.

CHANGES IN SECURITIES.

(a) For the three months ended March 31, 2008 there were no sales of unregistered securities, except as follows:

Date of Sale	Title of Security	Number Sold	Consideration Received, Commissions	Purchasers	Exemption from Registration Claimed

January 1, 2008	Common Stock	100,000 Shares	For services rendered; no other consideration; no commissions paid.		Section 4(2) – Issued to a consultant to the Company for services rendered to the Company. The issuee is a sophisticated investor, who received the shares with a restrictive legend in connection services rendered to the Company and is able to fend for itself.

March 31, 2008	Common Stock	491,765 Shares	In conversion of accrued but unpaid salary and unpaid loans; no other consideration received; no commissions paid.	Directors and Officers	Section 4(2) – Issued to an officer of the Company in conversion of accrued but unpaid salary and unpaid loans. The issuee is a sophisticated investor, who received the shares with a restrictive legend in connection conversion of accrued but unpaid salary and unpaid loans and is able to fend for himself. .

(b) Rule 463 of the Securities Act is not applicable to the Company.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.

SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS:

Not applicable.

ITEM 5.

OTHER INFORMATION:

Not applicable

ITEM 6.

EXHIBITS:

Except for the exhibits listed below as filed herewith or unless otherwise noted, all other required exhibits have been previously filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on Form 10-SB, as amended (file no.0-52994).

Exhibit Number		Description

2.1		Certificate of Incorporation
2.2		Bylaws
2.3		Certificate of Merger between The OLB Group, Inc. and OLB.com (On-Line Business)
3.1		Common Stock Certificate
3.2		Warrant Agreement, issued by The OLB Group, Inc. to Ronny Yakov
10.1		Employment Agreement effective March 1, 2004 between The OLB Group, Inc. and Ronny Yakov
10.2		Fulfillment and Distribution Agreement, dated January 19, 2006, between the OLB Group, Inc. and Baker & Taylor Fulfillment, Inc.
10.3		Settlement and Merger Agreement dated as September 27, 2004, between OLB.com (on-Line Business) and MetaSource Group, Inc.
11		Statement re: Computation of per share earnings (1)
31.1		Rule 13a-14(a) Certification – Chief Executive Officer *
31.2		Rule 13a-14(a) Certification – Interim Chief Financial Officer *
32.1		Section 1350 Certification – Chief Executive Officer *
32.2		Section 1350 Certification – Interim Chief Financial Officer *
99.1		Press Release – First Quarter Earnings*

(1) Reference is made to Registrant’s Statements of Operations contained in the Financial Statements included in this Report on Form 10-QSB.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE OLB GROUP, INC.

Date: May __, 2008	By:	/s/ Ronny Yakov
		Ronny Yakov
		President, Chief Executive Officer and Interim Chief Financial Officer