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filename1.htm

The
OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

October
8, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Information Technologies and Services

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Kathleen Collins, Accounting Branch Chief

 Re: The
OLB Group, Inc.

Registration
Statement on Form S-1

Filed
June 26, 2019

File
No. 333-232368

Dear
Ms. Collins,

On
behalf of The OLB Group, Inc. (the “Company”) we hereby transmit the Company’s response to the comment
letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated July 3, 2019, regarding the Company’s Registration Statement on Form S-1 filed on June 26, 2019 (the “Registration
Statement”), which such Registration Statement reflects the Staff’s comments. For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

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.

The
Company has revised this risk factor in the Registration Statement to include a description of management’s current plans
or actions already undertaken to remediate the Company’s material weaknesses.

Capitalization,
page 38

 2. Please
                                         revise to include the correct amount of debt outstanding at March 31, 2019.

The
Company has revised the Registration Statement to include the correct amount of debt in the Capitalization section.

Securities
and Exchange Commission

October
8, 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.

The
Company has revised the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations
(the “MD&A Section”) in the Registration Statement to 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.

The
Company refers to various telephonic conversations that it had with the Staff and respectfully advises the Staff that it does
not believe that this comment (or comment 7 and comment 8) applies to the Company. The Company maintains that it had an operating
business prior to the acquisition of substantially all of the assets of Excel Corporation and its subsidiaries Payprotec Oregon,
LLC, Excel Business Solutions, Inc. and eVance Processing, Inc. through a foreclosure sale conducted under the Uniform Commercial
Code of the State of New York (the “Asset Acquisition”). Accordingly, the Company believes that it is appropriate
to continue to include historical results of operations for the periods ending December 31, 2017 and March 31, 2018 (updated to
June 30, 2018 in the Registration Statement). That being said, the Company has modified the MD&A Section to include additional
detail regarding the operations of the Company prior to and following the Asset Acquisition and has provided disclosure regarding
the financial performance of the assets acquired in the Asset Acquisition prior to the Asset Acquisition.

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.

The
Company will revise the MD&A Section in the Registration Statement to include disclosure regarding how the Company intends
to repay the remaining balances of its long-term debt following the offering.

Securities
and Exchange Commission

October
8, 2019

Page
3

The
Company has revised the MD&A Section in the Registration Statement to disclose the minimum period of time that the Company
will be able to conduct planned operations using only currently available capital resources.

The
Company has also revised the Risk Factors section in the Registration Statement to incorporate a risk factor relating to the significant
shareholder’s commitment to provide additional financial support through November 2020 and the expiration of such commitment.1

 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.

The
Staff is advised that the significant shareholder’s commitment to provide additional financial support was extended on
May 15, 2019 whereby the commitment is through November 2020. Because the commitment was extended after the filing of the
Company’s audited financial statements, the Company does not believe that the audited financial statements should be
updated for this subsequent event.

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.

Reference
is made to the Company’s response to comment 4. The Staff is advised that the Company does not believe that this comment
applies to the Company that the Company.

 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.

The
Company has revised the Registration Statement to include pro forma financial statements for the year ended December 31, 2018,
which give effect to the Asset Acquisition for the entire year.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Matthew Bernstein, Esq. at mbernstein@egsllp.com or by telephone at (212) 370-1300.

1
Risk factor still needs to be crafted / bolstered.

Securities
and Exchange Commission

October
8, 2019

Page
4

    Very
    truly yours,

    /s/
    Ronny Yakov

    Ronny
                                         Yakov

        Chief
        Executive Officer

    cc:
    Matthew
    Bernstein, Esq.

    Ellenoff
    Grossman & Schole LLP