SEC Comment Letter for OLB GROUP, INC. (OLB) (CIK 0001314196) (OLB) — Mar 2, 2009
OLB GROUP, INC. (OLB) (CIK 0001314196)
Date: March 2, 2009 · CIK: 0001314196 · Accession: 0000000000-09-010735
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File numbers found in text: 000-52994
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Mail Stop 4561 M a r c h 2 , 2 0 0 9 Mr. Ronny Yakov President and Chief Executive Officer The OLB Group, Inc. 1120 Avenue of the Americas, Fourth Floor New York, NY 10036
Re: The OLB Group, Inc.
Form 10-KSB For Fiscal Year Ended December 31, 2007
Filed April 7, 2008 Form 10-Q For Fiscal Quarter Ended September 30, 2008 Filed November 10, 2008
File No. 000-52994
Dear Mr. Yakov:
We have reviewed the above-referenced f ilings and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document. If indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-KSB For Fiscal Year Ended December 31, 2007
Item 8A – Controls a nd Procedures, page 40
1. We note your statement that “prior to th e filing of [y]our Form 10-QSB for the
second quarter of 2008, [y]our management intends to complete an evaluation of
the design, maintenance and operation of [y]our disclosure controls and
Mr. Ronny Yakov
The OLB Group, Inc.
March 2, 2009 Page 2
procedures and to implement any correc tive actions.” It does not, therefore,
appear that your management has comp leted its assessment of, and concluded
upon the effectiveness of your disclosure controls and procedures as required by
Item 307 of Regulation S-B. Please expl ain the reasons for not performing this
required assessment and confirm that you will comply with the requirements of
Item 307 of Regulation S-K in future filings . We have similar concerns about like
statements made in your Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008.
2. We also note your statement that “in designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and
procedures, no matter how well design ed and operated, can provide only
reasonable assurance of achieving the desi red control objectives.” In future
filings, you should also state clearly, if true, that your disclosure controls and
procedures are designed to provide reasonable assu rance of achieving their
objectives and that your prin cipal executive officer and principal financial officer
concluded that your disclosure controls and procedures are effective at that
reasonable assurance level. In the alternat ive, remove the reference to the level of
assurance of your disclosure controls a nd procedures. Please refer to Section
II.F.4. of Management’s Reports on Inte rnal Control Over Financial Reporting
and Certification of Disclosure in Ex change Act Periodic Reports, SEC Release
No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-
8238.htm .
3. You appear to have excluded the disclosu re required by Item 308(c) of Regulation
S-B from your Form 10-KSB. Please e xplain the reason for this exclusion and
confirm that in future filings you will comp ly with the disclosure requirements of
Item 308T(b) of Regulation S-K.
Form 10-Q For Fiscal Quarter Ended September 30, 2008
4. You appear to have omitted the numbers and captions of various items contained in Form 10-Q. The report is required to contain the numbers and captions of all
items. Unless expressly provided otherwise, if any item is inapplicable or the
answer to the item is in the negative, pleas e make an appropriate statement to that
effect. Refer to General Instructi on B.2 of Form 10-Q and Rule 12b-13 of
Regulation 12B. Please ensure that you comply with this rule in all of your future
periodic reports.
5. Please explain why you have excluded the Controls and Procedures disclosures required by Items 307 and 308(c) of Regulation S-K from your Form 10-Q filing and confirm that in future period report s your disclosures will comply with the
requirements of Items 307 and 308 of Regulation S-K.
* * * * * * *
Mr. Ronny Yakov
The OLB Group, Inc. March 2, 2009 Page 3
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Tamara Tangen, Staff A ccountant, at (202) 551-3443 or me at
(202) 551-3730 if you have any questions regarding the above comments.
S i n c e r e l y , Stephen G. Krikorian
Accounting Branch Chief