SecProbe.io

July 3, 2019
Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
200 Park Avenue
Suite 1700
New York, NY 10166
Re:The OLB Group, Inc.
Registration Statement on Form S-1
Filed June 26, 2019
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless otherwise
noted, where prior comments are referred to they refer to our letter dated February 26, 2019.
Form S-1 filed June 26, 2019
Risk Factors
Failure to establish and maintain effective internal controls…, page 34
1.We note that you identified material weaknesses in your internal control over financial
reporting.  Please revise to describe management’s current plans or actions already
undertaken, if any, to remediate such weaknesses.
Capitalization, page 38
2.Please revise to include the correct amount of debt outstanding at March 31, 2019.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 July 3, 2019 Page 2
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
July 3, 2019
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
40
3.Please refer to prior comment 8 of our letter dated February 4, 2019 and disclose the
dollar amount of gross transactions and the average number of monthly transactions for all
the periods presented.
Results of Operations, page 41
4.Please refer to our comment below with regards to the predecessor/successor financial
statements and revise your results of operations disclosures accordingly.  In this regard,
discussions regarding OLB's historical results of operations for the periods ending
December 31, 2017 and March 31, 2018 should be removed.  Instead you should include a
discussion of the predecessor financial statements for the year ended December 31, 2017
compared to both the predecessor period from January 1, 2018 to April 8, 2018 and the
successor period from April 9, 2018 to December 31, 2018.  Similarly, you should discuss
the results for the predecessor and successor interim periods ending March 31st.  You may
supplement your discussion of the annual results of operations for the
predecessor/successor periods with a discussion based on pro forma financial information;
however, the pro forma information for fiscal 2018 should be presented in a format
consistent with Article 11 of Regulation S-X and should not be given greater prominence
than that of your actual results.
Liquidity and Capital Resources, page 42
5.We note that you intend to use up to 20% of the offering proceeds to repay a portion of the
Term Note. Please discuss how you intend to repay the remaining balance of such
Note after the significant shareholder's commitment to provide additional financial
support expires in 2020, and address any additional risks associated with such expiration.
Also, disclose the minimum period of time that you will be able to conduct planned
operations using only currently available capital resources.  Refer to FRC 501.03(a) and
Section IV of SEC Release 33-8350.
6.You state on pages 5 and F-17 that the significant shareholder's commitment expires in
April 2020; however, your disclosure here states that the commitment expires in
November 2020.  Please resolve this apparent inconsistency.
Consolidated Financial Statements, page F-6
7.Please remove the successor financial statements for the period prior to the Asset
Acquisition.  In this regard, the December 31, 2017 and March 31, 2018 historical
financial statements for OLB should be removed, and the successor financial statements
should be for the period from April 9, 2018 through December 31, 2018.  Please revise all
footnote disclosures as well as Marcum's audit opinion, as necessary, and remove Liggett
and Webb's audit opinion for OLB's December 31, 2017 financial statements.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 July 3, 2019 Page 3
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
July 3, 2019
Page 3
8.We note your response to prior comment 7.  Although the Asset Acquisition is reflected in
the December 31, 2018 financial statements, it is only included from a portion of the year
beginning on April 9, 2018.  Therefore, please include pro forma financial statements for
the year ended December 31, 2018, which give effect to the Asset Acquisition for the
entire year.  At a minimum, ensure that you include pro forma adjustments assuming the
transaction occurred on January 1, 2018 that reflect (a) the impact on interest expense for
the change in outstanding debt and (b) the additional amortization expense related to the
stepped up basis in acquired intangible assets. Refer to Article 11 of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Jeff Kauten, Attorney-
Adviser, at (202) 551-3447 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