SecProbe.io

February 26, 2019
Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
200 Park Avenue
Suite 1700
New York, NY 10166
Re:The OLB Group, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 14, 2019
CIK No. 0001314196
Dear Mr. Yakov:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 4, 2019 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Capitalization, page 39
1.Please include an adjustment for the proceeds of the offering that will be used to repay a
portion of your outstanding debt.  Additionally, please tell us why you include both pro
forma and pro forma as adjusted columns and if necessary, revise the bullet points
preceding the table to explain what each column represents.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 26, 2019 Page 2
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
February 26, 2019
Page 2
Business
Our Industry, page 46
2.You advise that you have revised the prospectus in response to prior comment 10.  We
note, however, that no revisions have been made.  Please provide the date of publication
of the Nilson Report.
Description of Our CrowdPay Business, page 51
3.In response to prior comment 11, you include a discussion of certain requirements that
apply to issuers under Regulation D, Regulation Crowdfunding, and Regulation A+.
Please also address the different requirements that apply to you as a registered funding
portal in offerings conducted under Regulation Crowdfunding and as an unregistered
intermediary in offerings conducted under Regulation D and Regulation A+.  With regard
to each type of offering, specifically describe the scope of the services that you may
provide and the fees that you may collect without being deemed a broker-dealer.  Refer to
Item 101(h)(4)(ix) of Regulation S-K.
Certain Relationships and Related Party Transactions, page 64
4.We note your revised related party transaction disclosure in response to prior comment 12
does not include the $163,000 that you borrowed from Mr. Herzog pursuant to the terms
of a promissory note dated July 12, 2016.  Please revise or advise.  Also, please disclose
the material terms of the transaction(s) underlying the accrued expenses due to related
parties totaling $81,694 or tell us why they are not required to be disclosed.  See Item
404(d) of Regulation S-K.
Interim Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation, page F-17
5.Please tell us the amount of revenue attributable to Omnisoft and CrowdPay for each
period in which they were presented and where they are reflected in the financial
statements provided.
Revenue and cost recognition, page F-19
6.We noted your response to prior comment 16.  If you are reporting your financial
statements in conformity with U.S. GAAP, you are required to comply with either ASC
605 or ASC 606, regardless of your Emerging Growth Company status.  Please tell us
which accounting standard you are using to recognize revenue. To the extent you have not
yet adopted ASC 606, revise to include a discussion of the impact that this standard will
have on your financial statements when adopted and clearly disclose when you intend to
adopt such standard. Refer to SAB Topic 11.M.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 26, 2019 Page 3
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
February 26, 2019
Page 3
Unaudited Pro Forma Condensed Combined Financial Information, page F-47
7.We noted your response to comment 17.  Please explain further why you believe pro
forma adjustments for amortization expense related to the stepped up basis in acquired
intangible assets and interest expense related to the change in outstanding debt are not
necessary
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Bernard Nolan, Attorney-Adviser,
at (202) 551-6515 or, in his absence, Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Barry I. Grossman