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filename1.htm

The
OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

January
9, 2020

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.

Amendment
No. 2 to Registration Statement on Form S-1

Filed
December 19, 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 January 2, 2020, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on December 19,
2019 (the “Registration Statement”), which such Registration Statement reflects the Staff’s comments.
Concurrently with this response, the Company has filed an amended Registration Statement on Form S-1 reflecting 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.

Amendment
No. 2 to Registration Statement on Form S-1

Summary
of financial and other data, page 9

 1. Revise
                                         here to include predecessor summary financial statement information for fiscal 2017 and
                                         from January 1, 2018 through April 30, 2018.

The
Company has revised the Registration Statement to include in the summary of financial and other data subsection predecessor summary
financial statement information for fiscal 2017 and from January 1, 2018 through April 30, 2018.

 2. On
                                         page 57 you include quantified information in footnote (1) regarding the Transaction
                                         Volume and Transaction Count for fiscal 2018 and the nine months ended September 30,
                                         2018 related to the predecessor entity. Please revise here to include similar footnote
                                         disclosures related to such metrics. Also, tell us whether the Merchant totals were adjusted
                                         to include predecessor information, and if so, revise to include a quantified discussion
                                         of such amounts.

The
Company has revised the Registration Statement to include a footnote regarding the portions of transaction volume and transaction
count that were attributable to the predecessor during the relevant periods. The Company has further revised the Registration
Statement to reflect the portion of the number of merchants that were attributable to the predecessor during the relevant periods.

Securities and
Exchange Commission

January 9, 2020

Page 2

Liquidity
and Capital Resources, page 61

 3. You
                                         state that your current available cash resources, excluding the proceeds of this offering,
                                         will allow you to continue your operations until December 2020. Please revise to clarify
                                         whether your available cash resources includes the additional financial assistance promised
                                         by Mr. Herzog. If so, discuss how your liquidity might be impacted should Mr. Herzog
                                         fail to satisfy the commitment. To the extent Mr. Herzog's funding is not part of the
                                         capital resources referenced in your disclosures, please clarify the source of such resources.

The
Company has revised the Registration Statement to reflect that the Company believes that the currently available cash resources
of the Company, along with projected operating revenue and cost reductions will be sufficient for the Company to continue operations
until January 2021.

Consolidated
Statements of Cash Flows for the Years Ended December 31, 2018 and 2017, page F-9

 4. We
                                         note that you added a footnote to the consolidated statement of operations for the year
                                         ended December 31, 2018 in response to prior comment 6. Please include a similar footnote
                                         to the consolidated statement of cash flows for the same period.

The
Company has revised the Registration Statement in accordance with the Staff’s comment.

Exhibits

 5. Please
                                         revise to ensure that the consent of your independent registered public accounting firm
                                         refers to the correct opinion date. In this regard, the consent in Exhibit 23.2 refers
                                         to the report dated April 13, 2018 when the opinion is also dated December 18, 2019 as
                                         it relates to Note 1A.

The
Company’s prior independent registered public accounting firm amended its consent in accordance with the Staff’s comment.

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.

    Very
    truly yours,

    /s/
    Ronny Yakov

    Ronny
        Yakov

        Chief
        Executive Officer

    cc:
    Matthew
    Bernstein, Esq.

    Ellenoff
    Grossman & Schole LLP