OLB GROUP, INC. - Quarter Report: 2010 June (Form 10-Q)

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______to _______

Commission File Number: 000-52994

THE OLB GROUP, INC.

(Exact name of small business issuer as specified in its charter)

DELAWARE	13-4188568

(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

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

(Address of principal executive offices)

(212) 278-0900

(Registrant's telephone number)

(Former name, 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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 July 12, 2010, the Company had outstanding 87,071,456 shares of its common stock, par value $0.01.

THE OLB GROUP, INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2010

INDEX

PART I	Financial Information	3
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4.	Controls and Procedures	16

PART II	Other Information	17
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Submission of Matters to a Vote of Security Holders	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
Signatures		19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The OLB Group, Inc.

FINANCIAL STATEMENTS

June 30, 2010 and December 31, 2009

CONTENTS

Balance Sheets	5

Statements of Operations	6

Statements of Stockholders’ Equity (Deficit)	7

Statements of Cash Flows	8

Notes to the Financial Statements	9

The OLB Group, Inc.

Balance Sheets

	June 30, 2010		December 31, 2009
	(Unaudited)

ASSETS

CURRENT ASSETS

Cash	$	43,096	$	555

Total Current Assets		43,096		555

OTHER ASSETS

Internet domain		4,965		4,965
Intangible assets, net		650,050		-

TOTAL ASSETS	$	698,111	$	5,520


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	56,872	$	85,769
Accrued salary		95,890		-

Total Current Liabilities		152,762		85,769

TOTAL LIABILITIES		152,762		85,769

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, 87,071,456 and 71,943,192 shares issued and outstanding, respectively		870,716		719,434
Additional paid-in capital		11,668,503		11,069,735
Accumulated deficit		(11,993,870)		(11,869,418)

Total Stockholders’ Equity (Deficit)		545,349		(80,249)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	698,111	$	5,520

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

The OLB Group, Inc.

Statements of Operations

(Unaudited)

	For the Six Months Ended June 30						For the Three Months Ended June 30,
	2010			2009			2010			2009

Net revenues	$	103,281		$	178,256		$	45,377		$	82,766

Cost of sales		83,163			108,310			26,333			35,991

Gross profit		20,118			69,946			19,044			46,775

OPERATING EXPENSES
Officer’s salary		137,500			137,500			68,750			68,750
Other general & administrative expenses		93,957			60,343			51,617			34,721
Total operating expenses		231,457			197,843			120,367			103,471

Loss from operations		(211,339	)		(127,897	)		(101,323	)		(56,696	)

OTHER INCOME (EXPENSE)
Interest expense		-			(4,618	)		-			(2,309	)
Gain on/Settlement of a lawsuit		86,887			-			-			-

Total Other Income (Expense)		86,887			(4,618	)		-			(2,309	)

NET LOSS	$	(124,452	)	$	(132,515	)	$	(101,323	)	$	(59,005	)

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

BASIC WEIGHTED AVERAGE SHARES		73,113,334			56,782,832			74,270,617			56,782,832

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

The OLB Group, Inc.

Statements of Shareholders’ Equity (Deficit)

	Common Stock					Additional Paid		Accumulated
	Shares			Amount		In Capital		Deficit
Balance at December 31, 2008		56,782,832		$	567,830	$	10,473,321	$	(11,546,349	)

Issuance of common stock for services		1,000,000			10,000		30,000		-

Issuance of common stock to convert accrued salaries and loans to equity		8,438,160			84,382		337,526		-

Issuance of common stock to convert debt assumed by officer		5,722,200			57,222		228,888		-

Net loss for the year ended December 31, 2009		-			-		-		(323,069	)

Balance at December 31, 2009		71,943,192			719,434		11,069,735		(11,869,418	)

Issuance of common stock for the purchase of intangible assets (unaudited)		11,556,835			115,568		208,023		-

Issuance of warrants for the purchase of intangible assets (unaudited)			-		-		326,459		-

Issuance of common stock for cash (unaudited)		3,571,429			35,714		64,286		-

Net loss for the period ended
June 30, 2010 (unaudited)		-			-		-		(124,452)

Balance at June 30, 2010 (unaudited)		87,071,456		$	870,716	$	11,668,503	$	(11,993,870)

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

The OLB Group, Inc.

Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2010		2009

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(124,452)	$	(132,515)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		66,993		155,683

Net Cash Provided (Used) by Operating Activities		(57,459)		23,168

CASH FLOWS FROM INVESTING ACTIVITIES		-		-

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in cash overdraft		-		869
Sale of common stock		100,000		-
Repayment of loan- officer		(3,700)		(47,950)
Proceeds from loan - officer		3,700		23,945

Net Cash Provided (Used) by Financing Activities		100,000		(23,136)

NET CHANGE IN CASH		42,541		32

CASH – BEGINNING OF YEAR		555		670

CASH – END OF YEAR	$	43,096	$	702

CASH PAID FOR

Interest	$	-	$	-
Taxes	$	-	$	418

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES

Stock issued in conversion of accrued expenses & other debt	$	-	$	-
Stock issued for intangible assets	$	323,591	$	-
Warrants issued for intangible assets	$	326,459	$	-

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

The OLB Group, Inc.

Notes to the Financial Statements

June 30, 2010 and December 31, 2009

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, 2009 included on the Company’s Form 10-K. The results of the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.

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

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.

Intangible Assets

Intangible assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis over two years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

The OLB Group, Inc.

Notes to the Financial Statements

June 30, 2010 and December 31, 2009

Recent Accounting Pronouncements

During the quarter ended June 30, 2010 and the year ended December 31, 2009, the Company adopted the following accounting pronouncements:

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, which amends FASB Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and ASU 2009-14, Certain Arrangements That Include Software Elements, which amends FASB ASC Topic 985, Software. ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy.

In February 2010, the FASB amended Subsequent Events, Topic 855. It defines subsequent events as those events or transactions that occur after the balance sheet date, but before the financial statements are issued or available to be issued. The adoption of this standard did not have a material impact on our financial statements.

In September 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The FASB established the ASC as the single source of authoritative non-governmental United States Generally Accepted Accounting Principles (“GAAP”), superseding various existing authoritative accounting pronouncements.

NOTE 3

RELATED PARTY TRANSACTIONS

In February 2008, the Company renewed the employment agreement with its founder and President that expires on February 28, 2013. The agreement provides for an annual salary of $275,000, fringe benefits and an incentive bonus based on achievement of certain performance targets.

On December 31, 2009, the Company issued 8,438,160 shares of common stock in conversion of $421,908 of accrued salaries and related party loans. Shares were valued at $0.05. On December 31, 2009, the Company issued 5,722,200 shares of common stock in conversion of $286,110 of company debt that was assumed by an officer. Shares were valued at $0.05.

NOTE 4

SIGNIFICANT EVENTS

In February 2010 the Company received $175,000, less $88,113 in attorney fees, as settlement of a lawsuit that was filed in a previous year. The proceedings were initiated due to non-performance of a consulting agreement between the Company and the plaintiff. With receipt of the settlement all further legal action has been dismissed.

On June 17, 2010 the Company completed an asset purchase agreement with Retailer Networks, Inc. (RNI). Pursuant to the terms of that agreement the Company purchased a number of intangible assets from RNI, including but not limited to customer information, trademarks, domain names, and educational resources for e-commerce. The purchase price that was paid to RNI for the assets consisted of 11,556,835 shares of OLB common stock and 13,316,835 warrants exercisable for the purchase of common stock, at the purchase price of $0.40. The fair value of the common stock was determined using the quoted market price on the date of issuance of $0.028 and the fair value of the purchase warrants were determined using the Black-Scholes option pricing model, for a total purchase price of $650,050. The warrants are valid to exercise for 24 months from the closing date.

On June 17, 2010 the Company sold 3,571,429 shares of common stock to RNI at a purchase price of $0.028 for total proceeds of $100,000.

The OLB Group, Inc.

Notes to the Financial Statements

June 30, 2010 and December 31, 2009

NOTE 5 - INTANGIBLE ASSETS

The following table summarizes the Company’s carrying amount of intangible assets

Amortizable Intangible Assets
Customer and Product Information	$	390,030
Trademarks, Domain names, & other intangibles		97,507
Educational Resource		162,513
Total Intangible Assets	$	650,050

The amortizable intangible assets have useful lives not exceeding two years and a weighted average useful life of two years.

NOTE 6- STOCK WARRANTS

A summary of the status of the Company’s outstanding stock warrants as of June 30, 2010 and December 31, 2009 and changes during the periods is presented below:

	Warrant		Weighted Average Price		Weighted Average Fair Value

Outstanding, December 31, 2009		-	$	-	$	-

Issued		13,316,835		0.40		0.40
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-

Outstanding, June 30, 2010		13,316,835	$	0.40	$	0.40

Exercisable, June 30, 2010		13,316,835	$	0.40	$	0.40

		Outstanding						Exercisable
	Range of Exercise Prices	Number Outstanding at 6/30/2010		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable at 6/30/2010		Weighted Average Exercise Price

$	0.40		13,316,835		2	$	0.40		13,316,835	$	0.40

NOTE 7 - GOING CONCERN

The financial statements are presented on the basis that the Company is a going concern. A going 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 $109,666 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

Overview

We are an e-commerce service provider, which enables a business desiring to sell goods and services on the internet to utilize 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 which will account for most of our business are as follows:

ShopFast PC

ShopFast DSD

There are a number of trends in the e-commerce/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 objective of integrated marketing is 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 service 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.

Our plan of operation is to launch the marketing of the software component of our ShopFast PC product in the fourth quarter of 2010, to produce a 30 minute infomercial to promote this product, as well as a short form two minute commercial 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.

The purchase of the intangible assets in the second quarter fits into the company's overall e-commerce strategy and future revenue growth.

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 to 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 final stages of our quality assurance 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.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2010 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2009

REVENUE

Revenue from operations for the six months ended June 30, 2010 decreased $74,975 or 42%, to $103,281 from $178,256 for the six months ended June 30, 2009. The decrease is mainly attributed to a decrease in the number of subscribers for the sales of health-related discount benefit plans as earned as part of the ShopFast program.

GROSS PROFIT

Gross profit from operations for the six months ended June 30, 2010 decreased $49,828 or 71% to $20,118 from $69,946 for the six months ended June 30, 2009. The decrease is mainly attributed to a decrease in the number of subscribers for the sales of health-related discount benefit plans as earned as part of the ShopFast program, and an increase in software development expenses.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative ("G&A") expenses increased $33,614 or 56% to $93,957 from $60,343 for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009. This increase in expense was attributable mainly to travel and entertainment expense.

NET LOSS

Net loss decreased by $8,063 to $124,452 from $132,515 for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009. This decrease in net loss was the result of $86,887 of other income received as settlement of a lawsuit that was filed in a previous year.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 2010, the Company used $57,459 of cash for operating activities, as compared to providing $23,168 of cash through the six months ended June 30, 2009. The increase in the use of cash was related to expenditures for software development and travel.

During the six months ended June 30, 2010, the Company received $100,000 of cash for the sale of common stock.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2010 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2009

REVENUE

Revenue from operations for the three months ended June 30, 2010 decreased $37,389 or 45%, to $45,377 from $82,766 for the three months ended June 30, 2009. The decrease is mainly attributed to a decrease in the number of subscribers for the sales of health-related discount benefit plans as earned as part of the ShopFast program.

GROSS PROFIT

Gross profit from operations for the three months ended June 30, 2010 decreased $27,730 or 59% to $19,044 from $46,775 for the three months ended June 30, 2009. The decrease is mainly attributed to a decrease in the number of subscribers for the sales of health-related discount benefit plans as earned as part of the ShopFast program..

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative ("G&A") expenses increased $16,896 or 49% to $51,617 from $34,721 for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009. This increase in expense was attributable mainly to travel and entertainment expense.

NET LOSS

Net loss increased by $42,318 to $101,323 from $59,005 for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009. This increase in net loss was the result of the combination of the decreased revenue and the increase in general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended June 30, 2010, the Company received $100,000 of cash for the sale of common stock.

Our financial statements as of the six months ended June 30, 2010 have been prepared under the assumption that we will continue as a going concern through December 31, 2010. Our independent registered public accounting firm has issued their report on the December 31, 2009 financial statements 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.

We anticipate that our future liquidity requirements will require a need to obtain additional financing. The Company’s primary source 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.

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 and Cost Recognition

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 the Revenue Recognition topic of the FASB ASC 605, 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.

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured.

As a rule, a majority of revenue for The Company is recognized when actual collection of cash occurs. This is true for License revenue paid in full, Advanced Solutions revenue and Subscription revenue. Our License revenue on payment plans allows for customers to pay over time in installments and is recognized upon delivery of the product at the present value of the installment payment stream.

Costs are recorded at the time the related revenue is recorded. Payment processing costs are recorded in the period the costs are incurred and customer acquisition costs are comprised primarily of telemarketing costs and service costs and other additional benefit services.

Membership Fees

The Company recognizes revenues from membership fees for the sales of health-related discount benefit plans as earned as part of the ShopFast program. These arrangements are generally renewable monthly and revenue is recognized over the renewal period. As these products often include elements sold through contracts with third-party providers, the Company considers each contractual arrangement in accordance with the Revenue Recognition topic of the FASB ASC 605. The Company’s current contracts meets these requirements for reporting revenue on a gross basis. The Company records a reduction in revenue for refunds, chargeback’s from credit card companies, and allowances based upon actual history and management’s evaluation of current facts and circumstances.

Commissions

The Company will pay commissions for its sales of third-party products. Commissions are recognized as products are sold and services performed and the Company has accomplished all activities necessary to complete the earnings process.

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.

Intangible Assets

Recently Issued Accounting Pronouncements

During the quarter ended June 30, 2010 and the year ended December 31, 2009, the Company adopted the following accounting pronouncements:

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, which amends FASB Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, and ASU 2009-14, Certain Arrangements That Include Software Elements , which amends FASB ASC Topic 985, Software . ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Control and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act ”), that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported-, within the time periods specified in- Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management designed its disclosure controls and procedures to provide reasonable assurance that the objectives of the disclosure controls and procedures are met. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of June 30, 2010, we carried out an evaluation, under the supervision and with the participation of our President and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Interim Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changed in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to material affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description

31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

SIGNATURES

Pursuant to the requirements 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.

	By:	/s/ Ronny Yakov
Date: July 20, 2010	Name:	Ronny Yakov
	Title:	President and Interim Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)