SecProbe.io

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 The OLB Group, Inc.

 1120 Avenue of the Americas, 4 th
Floor

 New York, NY 10036

 April 27, 2026

 VIA EDGAR

 Rucha Pandit

 Division of Corporation Finance

 Office of Trade and Services
U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

 Re:
 The OLB Group, Inc.

 Registration Statement on Form S-1
 Filed April 16, 2026

 File No. 333-295107

 Dear Ms. Park:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, The OLB Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on Monday, April 28, 2026, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Ronny Yakov

 Ronny Yakov

 Chief Executive Officer

 cc:

 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2026

Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
1120 Avenue of the Americas, 4th Floor
New York, NY 10036

 Re: The OLB Group, Inc.
 Registration Statement on Form S-1
 Filed April 16, 2026
 File No. 333-295107
Dear Ronny Yakov:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Justin Grossman
</TEXT>
</DOCUMENT>

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OLB Group, Inc.

1120 Avenue of the Americas, 4th Floor

New York, NY 10036

June 28, 2024

VIA EDGAR

Jenna Hough

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

    Re:

    OLB Group, Inc.

    Registration Statement on Form S-3

    Filed June 20, 2024

    File No. 333- 280347

Dear Ms. Hough:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, OLB Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. ET on July 2, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Ronny Yakov

    Ronny Yakov

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
June 25, 2024
Ronny Yakov
Chief Executive Officer
OLB Group, Inc.
1120 Avenue of the Americas, 4th Floor
New York, NY 10036
Re:OLB Group, Inc.
Registration Statement on Form S-3
Filed June 20, 2024
File No. 333-280347
Dear Ronny Yakov:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jenna Hough at 202-551-3063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Justin Grossman

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

December 15, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Brian Fetterolf

    Re:
    The OLB Group, Inc.

    Registration Statement on Form S-1

    File No. 333-261153

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, The OLB Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it
will be declared effective at 4:30 p.m., Eastern Time, on Thursday, December 16, 2021 or as soon thereafter as practicable

    Very truly yours,

    /s/ Ronny Yakov

    By: Ronny Yakov

    Title: Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

December 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian Fetterolf

    Re:
    The OLB Group, Inc.

Amendment No. 1 to Form S-3 on Form S-1 Registration Statement

Filed December 3, 2021

File No. 333-261153

Dear Mr. Fetterolf:

The OLB Group, Inc. (the “Company”
or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated December 13, 2021, regarding the Amendment
No. 1 to Form S-3 on Form S-1 Registration Statement filed December 3, 2021 (“Amendment No. 1”).

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Changes made
in response to the Staff’s comments have been made in the Company’s Amendment No. 2 to Registration Statement on Form S-1,
which is being filed with the Commission contemporaneously with the submission of this letter.

Amendment No. 1 to Form S-3 on Form S-1 Registration Statement
filed December 3, 2021

General

    1.

    Please amend your registration statement to include the following
    information:

    • a summary of your risk factors pursuant to Item 105(b) of
    Regulation S-K;

    • a description of your common stock pursuant to Item 202 of
    Regulation S-K; and

    • a beneficial ownership table as of the most recent practicable
    date pursuant to Item

    403 of Regulation S-K.

Response: In response to the Staff’s
comment, the Company has included the information set forth in the comment in Amendment No. 2 to the Registration Statement on Form S-1.

**************

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, Barry I. Grossman,
Esq. at bigrossman@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Ronny Yakov

    Ronny Yakov

    Chief Executive Officer

    cc:

    Barry I. Grossman, Esq.

    David Selengut, Esq.

    Samuel Katz, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 13, 2021
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 Form S-3 on Form S-1 Registration Statement
Filed December 3, 2021
File No. 333-261153
Dear Mr. Yakov:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our November 29, 2021 letter.
Amendment No. 1 to Form S-3 on Form S-1 Registration Statement filed December 3, 2021
General
1.Please amend your registration statement to include the following information:
•a summary of your risk factors pursuant to Item 105(b) of Regulation S-K;
•a description of your common stock pursuant to Item 202 of Regulation S-K; and
•a beneficial ownership table as of the most recent practicable date pursuant to Item
403 of Regulation S-K.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 December 13, 2021 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
December 13, 2021
Page 2
            You may contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Samuel Katz

United States securities and exchange commission logo
November 29, 2021
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-3
Filed November 17, 2021
File No. 333-261153
Dear Mr. Yakov:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3 filed November 17, 2021
General
1.We note that the Form 8-K filed on August 26, 2021, does not appear to have been timely
filed, given that it relates to an event that occurred on August 18, 2021.  Accordingly, it
does not appear that you meet the eligibility requirements set forth in General Instruction
I.A.3(b) of Form S-3.  Please explain to us why you believe you are eligible to file on
Form S-3, or amend your registration statement on an appropriate form.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 November 29, 2021 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
November 29, 2021
Page 2
            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 Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Samuel Katz

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

April 29, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Daniel Morris

 Re: The OLB Group, Inc.

Registration Statement on Form S-3

File No. 333-255152

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, The OLB Group, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it
will be declared effective at 4:30 p.m., Eastern Time, on Monday, May 3, 2021 or as soon thereafter as practicable

    Very truly yours,

    /s/ Ronny Yakov

    By: Ronny Yakov

    Title: Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

United States securities and exchange commission logo
April 16, 2021
Ronny Yakov
Chief Executive Officer
OLB Group, Inc.
200 Park Avenue, Suite 1700
New York, NY 10166
Re:OLB Group, Inc.
Registration Statement on Form S-3
Filed April 9, 2021
File No. 333-255152
Dear Mr. Yakov:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

(212) 278-0900

August 6, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Office of Financial Services

100 F Street, N.E.

Mail Stop 4628

Washington, DC 20549

    Re:

    The OLB Group, Inc

    Registration Statement on Form S-1

    Filed June 26, 2019, as amended

    File No. 333-232368

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, The OLB Group, Inc., hereby requests acceleration of effectiveness of the above referenced Registration Statement
so that it will become effective at 4:05 p.m. EST on Thursday, August 6, 2020, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Ronny Yakov

    Ronny Yakov

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

    Loeb & Loeb LLP

CORRESP
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August 6, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:  The OLB Group, Inc.

    Registration Statement on Form S-1

    File No. 333-232368

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the
U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Aegis Capital Corp., as representative of
the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it
becomes effective at 4:05 PM, Eastern Time, on August 6, 2020, or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Ellenoff Grossman & Schole LLP, request by telephone that such Registration Statement be declared
effective.

The following is supplemental information supplied under Rule 418(a)(7)
and Rule 460 under the Securities Act of 1933:

    (i)
    Date of preliminary prospectus: August 5, 2020;

    (ii)
    Dates of distribution: August 5, 2020 through the date hereof;

    (iii)
    Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 10; and

    (iv)
    Number of prospectuses so distributed:  electronic 200, print 0.

The undersigned confirms that it has complied with and will continue
to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

[Signature Page Follows]

    AEGIS CAPITAL CORP.

    By:
    /s/ Robert Eide

    Name:

        Title:

    Robert Eide
CEO

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

August 5, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Collins, Accounting Branch Chief

Re:  The OLB
Group, Inc.

    Amendment No. 10 to Registration Statement
                                         on Form S-1

    Filed July 31, 2020

    File No. 333-232368

Dear Ms. Collins,

The OLB Group, Inc. (the
“Company” or “we”) hereby transmits its response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated
August 3, 2020, regarding Amendment No. 10 to the Registration Statement on Form S-1 filed on July 31, 2020.

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. Disclosure
changes made in response to the Staff’s comments have been made in the Company’s Amendment No. 11 to Registration Statement
on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with
the submission of this letter.

Amendment No. 10 to Form S-1 Filed on July 31, 2020

Impact of COVID-19, page 6

 1. We note your revised disclosures in response to prior comment 1. While you state that you expect
an overall decrease in revenue and cash flows for the remainder of 2020 as compared to 2019, it remains unclear how your transaction
volumes and revenues were impacted in the second quarter of fiscal 2020. To the extent management is aware of reasonably known
material adverse effects of the pandemic on your current operations and financial condition, please discuss (and quantify if reasonably
possible) the impact, or estimated range of such impact, on your transaction volumes, revenues and results of operations in the
most recent quarter.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 6, 20 and 61 of the Registration Statement to include the following:

Impact of COVID-19

On January 30,
2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International
Concern” and on March 11, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have
had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including
the geographical areas in which the Company operates. In response to the pandemic, the Company is working with merchants to address
potential changes to the purchase patterns of consumers. In addition, the Company is focusing on servicing merchants that sell
products with an extended delivery time frame, that have products that are paid for in advance, and that work in the catering,
ticketing, limo and travel related businesses which have been directly impacted by the social distancing requirement of the pandemic.
Further, for those of the Company’s employees that are able to perform their job remotely, the Company has implemented a
“remote work” policy and provided employees with the technology necessary to do continue to do their jobs from home
and for those employees that are unable to perform their job from a remote location, the Company has taken steps to ensure appropriate
distancing and added sanitizing stations along with requiring frequent hand washing and work station cleaning.

 Securities
and Exchange Commission

August
5, 2020

Page
2

The Company
has experienced disruptions to its business and has observed disruptions for the Company’s customers and merchants which
has resulted in a decline in transaction volume. While the volume of processing transactions by merchants in March was relatively
in-line with the Company’s expectations that the number of transactions during March would be below the prior year
because states in the United States began to implement stay-at-home orders, the number of transactions and resulting revenue
was approximately 15% lower in March than in February and 30% lower in April than in March. In May, the number of transactions
increased whereby they were 5% higher than in April, and in June, transactions were 7% higher than May. The Company’s revenue
during the period of time decreased and then increased in the amount of similar to the percentage of month-to-month transaction
volume. The following is a summary of a comparison of the number of transactions and transaction revenue for the first quarter
and second quarter of 2020 and a comparison of the three months ended June 30, 2020 with the comparable period in 2019. The below
summary of preliminary estimated unaudited financial results is not a comprehensive statement of our financial results for the
three months ended June 30, 2020. We are still in the process of completing our financial statements for the subject period. Therefore,
it is possible that adjustments to the data presented below will be made.

    First Quarter 2020
    Second Quarter 2020
    Change
    Change

    Revenue
    $ 2,613,992
    $ 2,000,035
    $ (613,958 )
      -23 %

    Net Loss
    $ (542,207 )
    $ (510,409 )
    $ 31,798
      6 %

    Transaction Vol
      219,983,716
      171,589,645
      (48,394,071 )
      22 %

      Second Quarter 2020
      Second Quarter 2019
      Change
      Change

    Revenue
    $ 2,000,035
    $ 2,581,940
    $ (581,905 )
      -29 %

    Net Loss
    $ (510,409 )
    $ (472,838 )
    $ (37,572 )
      -7 %

    Transaction Vol
      171,589,645
      226,135,952
      (54,546,307 )
      -32 %

We do estimate
that the number of transactions will continue to stay at a depressed level or further decline from the prior year, along with
revenues, until the response to the COVID-19 pandemic relaxes further stay-at-home restrictions and allows customers
to make more point of purchase transactions for merchants and/or more merchants provide for additional contactless and online
purchase options. The anticipated amount of anticipated decline from prior year is unknown, but it will be impacted by when consumers
return to the level of purchasing that occurred in the prior year and before the pandemic. The Company does not anticipate that
the pandemic will have a material impact on the Company’s business or liquidity. However, additional closings and reopenings
of businesses in the future will likely result in a month over month decline and then increase similar to what occurred in March
through June.

Securities
and Exchange Commission

August
5, 2020

Page
3

Notes to Financial Statements

Note 10. Subsequent Events, page F-43

 2. You state in your response to prior comment 3 that you anticipate taking a charge into earnings
upon conversion of the notes to Messrs Herzog and Yakov. Please tell us what this charge relates to and the specific accounting
guidance considered. Also, while we understand this event will not occur until consummation of the offering, to the extent this
charge will be material to your future financial statements, such impact should be quantified here. We refer you to ASC 855-10-50-2.
Similar disclosures should be made in the forepart of the filing.

Response: The Company respectfully
advises the Staff that it has revised its interpretation of the accounting for the related party debt conversion and warrant issuance.
The Company has determined the related party debt is being extinguished in order to protect the holders’ equity investment
in the borrower. The debt holders were principal owners which in the aggregate own more than 70% of voting interests of the Company
prior to this offering. We believe the debt holders equity investment in the Company is significant and indicates that the lender
entered into the exchange to protect its equity investment. In accordance with ASC 470-50-40-2, an extinguishment transaction between
related entities may be capital transactions. If the extinguishment accounting is applied, any gain or loss that results should
be reflected in equity. As a result, we believe the extinguishment will not have any impact to the Company’s future financial
statements and further disclosures related to ASC 855-10-50-2  are not necessary.

**************

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, Barry
I. Grossman, Esq. at bigrossman@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Ronny Yakov

        Ronny Yakov

        Chief Executive Officer

    cc:
    Barry I. Grossman, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
August 3, 2020
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. 10 to Registration Statement on Form S-1
Filed July 31, 2020
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our July 29, 2020 letter.
Amendment No. 10 to Form S-1 Filed on July 31, 2020
Impact of COVID-19, page 6
1.We note your revised disclosures in response to prior comment 1.  While you state that
you expect an overall decrease in revenue and cash flows for the remainder of 2020 as
compared to 2019, it remains unclear how your transaction volumes and revenues were
impacted in the second quarter of fiscal 2020.  To the extent management is aware of
reasonably known material adverse effects of the pandemic on your current operations and
financial condition, please discuss (and quantify if reasonably possible) the impact, or
estimated range of such impact, on your transaction volumes, revenues and results of
operations in the most recent quarter.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 August 3, 2020 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
August 3, 2020
Page 2
Notes to Financial Statements
Note 10. Subsequent Events, page F-43
2.You state in your response to prior comment 3 that you anticipate taking a charge into
earnings upon conversion of the notes to Messers Herzog and Yakov.  Please tell us what
this charge relates to and the specific accounting guidance considered.  Also, while we
understand this event will not occur until consummation of the offering, to the extent this
charge will be material to your future financial statements, such impact should be
quantified here. We refer you to ASC 855-10-50-2.  Similar disclosures should be made in
the forepart of the filing.
            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 Advisor, at
(202) 551-3447 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Barry I. Grossman

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The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

July 31, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Collins, Accounting Branch Chief

    Re:
    The OLB Group, Inc.

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

Filed July 27, 2020

File No. 333-232368

Dear Ms. Collins,

The OLB Group, Inc. (the
“Company” or “we”) hereby transmits its response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated
July 29, 2020, regarding Amendment No. 9 to the Registration Statement on Form S-1 filed on July 27, 2020.

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. Disclosure
changes made in response to the Staff’s comments have been made in the Company’s Amendment No. 10 to Registration Statement
on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with
the submission of this letter.

Amendment No. 9 to Form S-1 Filed July 27, 2020

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

Trends and Uncertainties, page 59

    1.
    Throughout the filing you state that the number of transactions and resulting revenues were approximately 15% lower in March 2020 than February 2020 and 40% lower in April 2020 than March 2020. Please update your disclosures throughout to include a discussion of the impact of COVID-19 to your May and June 2020 transaction volumes and related revenues and explain how your second quarter results may compare to the same period in fiscal 2019. Also, clarify how this updated information might impact the company’s results of operations and liquidity.

Response: In response to the Staff’s
comments, the Company has revised its disclosure on pages 20, 23, 60 and 61 of the Registration Statement to include a discussion
of the impact of COVID-19 on the Company’s transaction volumes and related revenues in the second quarter of 2020 as well
as potential impact of the Company’s results of operations and liquidity.

Description of the Securities We are Offering

Series A Warrants, page 95

    2.
    Please clarify whether the Series
        A Warrants have terms similar to the Series B Warrants such that holders may exercise such warrants on a cashless basis
        if you fail to maintain a current prospectus or a prospectus relating to the common stock issuable upon the exercise of
        the Series B Warrants. If so, revise your disclosures accordingly. If not, tell us whether you intend to classify such
        warrants as liabilities upon issuance. In this regard, because these warrants are part of the units being registered in
        this offering, you will be required to deliver registered shares upon issuance. As such, please tell us how you considered
        the guidance in ASC 815-40-25-16 or explain what other guidance was considered in the intended accounting for such warrants.
        To the extent the Series A Warrants will require liability classification, please revise your Capitalization table disclosures
        accordingly.

Securities and Exchange Commission

        July 31, 2020

        Page 2

Response: The Company respectfully
advises the Staff that it has revised the terms of the Series A Warrants to add the same cashless exercise feature included in
the Series B Warrant to enable holders to exercise the warrants on a cashless basis if a current prospectus relating to the common
stock underlying the warrants is not available. The Company has revised its disclosure on page 95 of the Registration Statement
for this change and has filed forms of the Series A Warrant Agency Agreement and Series B Warrant Agency Agreement as Exhibits
4.3 and 4.4, respectively. Based upon our review of the terms of each of the Series A Warrant and Series B Warrant, the Company
does not believe that there are any provisions included that would preclude the Company from accounting for each warrant as an
equity instrument when they are issued in connection with the offering.

Notes to the Consolidated Financial Statements (unaudited)

Note 10. Subsequent Events, page F-43

    3.
    We note that the conversion terms of certain outstanding debt were recently amended such that Messrs. Herzog and Yakov will receive both Series A preferred stock and conversion warrants. Please tell us whether this revision resulted in such debt having a beneficial conversion feature pursuant to ASC 470-20-30-3 and if material, revise to include a quantified discussion of such impact on your financial statements. Refer to ASC 855-10-50-2(b). Similar disclosures may be necessary in the forepart of the filing as well.

Response: The Company respectfully
advises the Staff that the terms of the amended conversion agreements with Messrs. Herzog and Yakov include an exchange of certain
outstanding indebtedness for Series A Preferred Stock and conversion warrants, which are each anticipated to be accounted for as
an equity instrument in accordance with applicable accounting guidance. The conversion of such indebtedness is contingent upon
the completion of the Offering. While the Company does anticipate a chage to be taken into earnings upon the exchange, such charge
will have corresponding entry to additional paid in capital, whereby there would be no net impact to the Company’s stockholders’
deficit, including on the capitalization and dilution disclosure presented in the Registration Statement. The Company believes
that including additional disclosure as a subsequent event in the financial statements is not necessary as the exchange is an event
that will not yet occur until consummation of the Offering.

**************

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, Barry
I. Grossman, Esq. at bigrossman@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Ronny Yakov

        Ronny Yakov

        Chief Executive Officer

    cc:
    Barry I. Grossman, Esq.

    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
July 29, 2020
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.9 to Registration Statement on Form S-1
Filed July 27, 2020
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.
Amendment No. 9 to Form S-1 Filed July 27, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Trends and Uncertainties, page 59
1.Throughout the filing you state that the number of transactions and resulting revenues
were approximately 15% lower in March 2020 than February 2020 and 40% lower in
April 2020 than March 2020.  Please update your disclosures throughout to include a
discussion of the impact of COVID-19 to your May and June 2020 transaction
volumes and related revenues and explain how your second quarter results may compare
to the same period in fiscal 2019.   Also, clarify how this updated information might
impact the company's results of operations and liquidity.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 July 29, 2020 Page 2
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
July 29, 2020
Page 2
Description of the Securities We are Offering
Series A Warrants, page 95
2.Please clarify whether the Series A Warrants have terms similar to the Series B Warrants
such that holders may exercise such warrants on a cashless basis if you fail to maintain a
current prospectus or a prospectus relating to the common stock issuable upon the exercise
of the Series B Warrants.  If so, revise your disclosures accordingly.  If not, tell us
whether you intend to classify such warrants as liabilities upon issuance.  In this regard,
because these warrants are part of the units being registered in this offering, you will be
required to deliver registered shares upon issuance. As such, please tell us how you
considered the guidance in ASC 815-40-25-16 or explain what other guidance was
considered in the intended accounting for such warrants.  To the extent the Series A
Warrants will require liability classification, please revise your Capitalization table
disclosures accordingly.
Notes to the Consolidated Financial Statements (unaudited)
Note 10. Subsequent Events, page F-43
3.We note that the conversion terms of certain outstanding debt were recently amended such
that Messrs. Herzog and Yakov will receive both Series A preferred stock and conversion
warrants.  Please tell us whether this revision resulted in such debt having a beneficial
conversion feature pursuant to ASC 470-20-30-3 and if material, revise to include a
quantified discussion of such impact on your financial statements. Refer to ASC 855-10-
50-2(b).  Similar disclosures may be necessary in the forepart of the filing as well.
            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 Advisor at
(202) 551-3447 or Jan Woo, Legal Branch Chief at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 July 29, 2020 Page 3
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
July 29, 2020
Page 3
cc:       Barry I. Grossman

CORRESP
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CONFIDENTIAL TREATMENT REQUESTED BY THE OLB GROUP, INC. PURSUANT TO 17 C.F.R. §200.83

The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

June 16, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Collins, Accounting Branch Chief

    Re:
    The OLB Group, Inc.

    Amendment No. 7 to Registration Statement on Form S-1

    Filed June 8, 2020

    File No. 333-232368

CERTAIN PORTIONS OF THIS LETTER AS FILED
VIA EDGAR HAVE BEEN OMITTED AND PROVIDED TO THE DIVISION OF CORPORATION FINANCE. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED
BY THE MARK “[***].”

Dear Ms. Collins,

The OLB Group, Inc. (the
“Company” or “we”) hereby transmits this supplemental response letter to its response letter
dated June 12, 2020 that was responsive to the comment letter (the “June Comment Letter”) received from the
staff (the “Staff” ) of the U.S. Securities and Exchange Commission (the “Commission” ),
dated June 10, 2020, regarding Amendment No. 7 to the Registration Statement on Form S-1 (the “Registration Statement”)
filed on June 8, 2020. The purposes of this supplemental response letter is to provide additional information pertaining to Comment
3 from the June Comment Letter.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s supplemental response.

Notes to the Consolidated Financial Statements

Note 3. Liquidity and Capital Resources, page F-17

[***] = Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

Securities and Exchange Commission

June 16, 2020

Page 2

 3. Your
state here that you believe you will be able to fund future liquidity and capital requirements through cash flows generated from
your operating activities alone for a period of twelve months. However, your disclosure on page 59 indicates that you will need
other capital sources, such as funding from one of your significant shareholders, in addition to the cash flows generated from
your operating activities to fund your future liquidity and capital requirements. Please revise your disclosures here and on page
F-39 to resolve this inconsistency, or explain further the basis for your conclusion.

The Company believes
it will be able to fund future liquidity and capital requirements through cash flow generated from its operating activities for
a period of at least twelve months from the date of the prospectus. The Company’s assessment is based on a cash flow forecast
analysis attached as Annex A hereto considering its historical and anticipated revenues, expenses and debt payment obligations
during such period. The Company reduced its expenses during 2019 and it is not anticipated that the Company will increase its non-transaction
related expenses for the next twelve months. Further, our cash flow analysis included the Company’s projections with respect
to the anticipated impact of the COVID-19 pandemic in the United States and the related disruptions for the Company’s customers
and merchants. A decline in the number of transactions will result in a decline in revenue and a proportional decline in expenses.
Therefore, the cash flow forecast anticipated that, even with the impact of the COVID-19 pandemic, that the Company would have
cash from operations to pay its expenses without the need to obtain additional capital or rely upon funding from our significant
shareholders.

In the event that the
response to the COVID-19 pandemic results in a greater than anticipated reduction in processing transaction volume, the Company
can further reduce or defer expenses. More specifically, the Company could (a) implement certain discretionary cost reduction initiatives
relating to our spend on employee travel and entertainment, consulting costs and marketing expenses, (b) negotiate deferred salary
arrangements with Mr. Yakov or other employees, (c) furlough employees or reduce headcount, (d) negotiate extensions of payments
of rent and utilities, or (e) enter in or to additional short term loans with Mr. Yakov whereby certain of our expenses as
they come due continue to be paid by him and not immediately reimbursed as a normal business expense.

At March 31, 2020, our
cash was $434,533. During the period from January 1, 2020 to March 31, 2020 we used $24,361 per month and our quarterly burn rate
was $73,013. Subsequent to March 31, 2020, we amended our credit agreement which now requires us to pay $25,000 per month (the
“Credit Amendment”) and we acquired certain assets from POSaBIT (the “Asset Purchase”) for $270,000, with
the first payment of $125,000 being made on May 22, 2020. We also received a Paycheck Protection Program loan under the CARES Act
for $236,231 on May 6, 2020 (the “PPP Loan”). Each of these subsequent events are reflected in our cash flow analysis.
Further, we have built into our cash flow analysis certain assumptions on the impact of the COVID-19 pandemic from June 16 through
September 2020 (to date, the negative impact of the pandemic has been lower than we had previously forecasted). Other than these
changes, we expect our cash usage rate and monthly rate of cash expenditures to remain consistent with the prior quarter. Accordingly,
we believe that we have the ability to fund future liquidity and capital requirements through cash flow generated for a period
of at least twelve months.

As such, the Company believes it will be able
to fund future liquidity and capital requirements through cash flows generated from its operating activities for a period of at
least twelve months from the date of this prospectus.

Attached as Annex A is a
cash flow forecast reflecting the actual results from January 1, 2020 through June 15, 2020 and anticipated cash flow of the Company
through June 30, 2021. Projecting the next twelve months of revenue and expenses, the likely negative impact of the COVID-19 pandemic
on our business and the impact of the events subsequent to March 31, 2020, such as the Credit Amendment, the Asset Purchase and
the PPP Loan, the Company projects having cash on account during the next twelve months.

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

[***] = Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

Annex A

[***]

[***] = Certain confidential information contained in this document,
marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to 17 C.F.R. §200.83.

CORRESP
1
filename1.htm

The
OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

June
11, 2020

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Kathleen Collins, Accounting Branch Chief

    Re:
    The
    OLB Group, Inc.

Amendment
No. 7 to Registration Statement on Form S-1

Filed
June 8, 2020

File
No. 333-232368

Dear
Ms. Collins,

The
OLB Group, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter
received from the staff (the “Staff” ) of the U.S. Securities and Exchange Commission (the “Commission”
), dated June 10, 2020, regarding Amendment No. 7 to the Registration Statement on Form S-1 (the “Registration Statement”)
filed on June 8, 2020.

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. Disclosure changes made in response to the Staff’s comments have been made in the Company’s
Amendment No. 8 to Registration Statement on Form S-1 (the “Registration Statement”), which is being filed
with the Commission contemporaneously with the submission of this letter.

Amendment
No. 7 to Form S-1 Filed June 8, 2020

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Critical
Accounting Policies

Goodwill,
page 61

1. Your
                                         revised disclosures in response to prior comment 4 indicates that the company utilized
                                         the services of an independent appraisal firm to perform a quantitative assessment of
                                         indefinite lived intangible assets and goodwill. This disclosure appears to indicate
                                         that you are attributing the determination of fair value to the unrelated valuation specialist.
                                         As a result, you must disclose the name of the valuation firm and include their consent.
                                         Alternatively, you may modify your disclosure to indicate, if true, that the responsibility
                                         for determining the value rested with you and the valuation report was used as part of
                                         your analysis. Please revise accordingly. Refer to Rule 436(b) of the Securities Act.

The
Company has revised the Registration Statement in response to the Staff’s comment by disclosing the name of the valuation
firm and has included the consent of the valuation firm as Exhibit 23.4 to the Registration Statement.

2. Please
                                         revise to clarify, if true, that the “implied” fair value of goodwill exceeded
                                         its carrying value at December 31, 2019 or explain. Refer to ASC 350-20-35-2.

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

Securities
and Exchange Commission

June
11, 2020

Page
2

Notes
to the Consolidated Financial Statements

Note
3. Liquidity and Capital Resources, page F-17

3. Your
                                         state here that you believe you will be able to fund future liquidity and capital requirements
                                         through cash flows generated from your operating activities alone for a period of twelve
                                         months. However, your disclosure on page 59 indicates that you will need other capital
                                         sources, such as funding from one of your significant shareholders, in addition to the
                                         cash flows generated from your operating activities to fund your future liquidity and
                                         capital requirements. Please revise your disclosures here and on page F-39 to resolve
                                         this inconsistency, or explain further the basis for your conclusion.

The
Company has revised the Registration Statement to clarify that the Company will be able to fund future liquidity and capital requirements
through cash flows generated from its operating activities alone for a period of twelve months.

Exhibits

4. Please
                                         revise Exhibit 23.2 to remove the reference to the report of Liggett & Webb dated
                                         October 3, 2018 as that report is no longer included in the filing.

The
Company has revised the Registration Statement 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

United States securities and exchange commission logo
June 10, 2020
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.7 to Registration Statement on Form S-1
Filed June 8, 2020
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our June 4, 2020 letter.
Amendment No. 7 to Form S-1 Filed June 8, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Goodwill, page 61
1.Your revised disclosures in response to prior comment 4 indicates that the company
utilized the services of an independent appraisal firm to perform a quantitative assessment
of indefinite lived intangible assets and goodwill.  This disclosure appears to indicate that
you are attributing the determination of fair value to the unrelated valuation specialist. As
a result, you must disclose the name of the valuation firm and include their consent.
Alternatively, you may modify your disclosure to indicate, if true, that the responsibility

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 June 10, 2020 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
June 10, 2020
Page 2
for determining the value rested with you and the valuation report was used as part of your
analysis. Please revise accordingly.  Refer to Rule 436(b) of the Securities Act.
2.Please revise to clarify, if true, that the "implied" fair value of goodwill exceeded its
carrying value at December 31, 2019 or explain.  Refer to ASC 350-20-35-2.
Notes to the Consolidated Financial Statements
Note 3. Liquidity and Capital Resources, page F-17
3.Your state here that you believe you will be able to fund future liquidity and capital
requirements through cash flows generated from your operating activities alone for a
period of twelve months. However, your disclosure on page 59 indicates that you will
need other capital sources, such as funding from one of your significant shareholders, in
addition to the cash flows generated from your operating activities to fund your future
liquidity and capital requirements. Please revise your disclosures here and on page F-39 to
resolve this inconsistency, or explain further the basis for your conclusion.
Exhibits
4.Please revise Exhibit 23.2 to remove the reference to the report of Liggett & Webb dated
October 3, 2018 as that report is no longer included in the filing.
            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 Jan Woo, Legal Brach Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

The OLB Group, Inc.

200 Park Avenue, Suite 1700

New York, NY 10166

June 8, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Collins, Accounting Branch Chief

    Re:
    The OLB Group, Inc.

    Amendment No. 6 to Registration Statement on Form S-1

Filed May 21, 2020

File No. 333-232368

Dear Ms. Collins,

The OLB Group, Inc. (the
“Company” or “we”) hereby transmits its response to the comment letter received from the
staff (the “Staff” ) of the U.S. Securities and Exchange Commission (the “Commission” ),
dated June 4, 2020, regarding Amendment No. 6 to the Registration Statement on Form S-1 (the “Registration Statement”
) filed on May 21, 2020.

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. Disclosure
changes made in response to the Staff’s comments have been made in the Company’s Amendment No. 7 to Registration Statement
on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with
the submission of this letter.

Capitalization, page 53

    1.
    We note that you are required to use 20% of the net proceeds from this offering to repay a portion of your indebtedness. Please confirm that you reflected the impact of this transaction in the capitalization table and revise the introductory paragraph to indicate that you are also giving effect to this transaction.

The Company confirms that
it has reflected the impact of repaying a portion of its indebtedness in the capitalization table and has revised the introductory
paragraph of the capitalization table in the Registration Statement to reflect the same.

    2.
    Please revise the introductory paragraph to clarify that $3.0 million of long-term debt will be converted into Series A Preferred Stock along with $1,533,207 of interest, deferred salary and unreimbursed expenses. Also, disclose the significant terms of the Series A Preferred Stock.

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

Securities and Exchange Commission

June 8, 2020

Page 2

Management's Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Capital Resources, page 59

    3.
    You state that you believe you will be able to fund future liquidity and capital requirements through cash flows generated from your operating activities for a period of twelve months. However, you also state that you will be able to fund your liquidity needs after giving effect to the net proceeds of this offering. Please revise your disclosures throughout the filing to clarify this apparent inconsistency. Also, if the former statement is true, please explain the basis for such conclusion.

The Company has revised the Registration Statement
to clarify that the Company will be able to fund future liquidity and capital requirements through cash flows generated from the
Company’s operating activities for a period of twelve months, without giving effect to the offering. The Company has come
to this conclusion based on its current cash position and the implementation of certain cost cutting measures meant to reduce the
Company’s operating expenses to offset the impact of COVID-19 on the Company’s forecasted revenues.

Critical Accounting Policies, page 61

    4.
    We note that you performed a quantitative assessment of your goodwill in the fourth quarter of fiscal 2019 and determined that goodwill was not impaired. Please tell us the percentage by which fair value exceeded the carrying value for each of your reporting units. To the extent any reporting unit is at risk of failing step one of the goodwill impairment test, disclose the percentage by which the fair value exceeded the carrying value as of the date of the most recent test and describe any potential events and/or changes in circumstances, such as the recent pandemic, that could reasonably be expected to negatively affect any key assumptions. If you have determined that the estimated fair value substantially exceeds the carrying value of your reporting units, please disclose such determination. Refer to Section V of SEC Release 33-8350.

The Company tests for indefinite lived intangibles
and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount
of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company utilized the services
of an independent appraisal firm to perform a quantitative assessment of indefinite lived intangibles and goodwill and determined
there was no impairment at December 31, 2019. For purposes of conducting the goodwill impairment evaluation, the Company was considered
as a single reporting unit. The fair value of goodwill at December 31, 2019 is indicated at $35.6 million compared to a carrying
amount of $6.9 million. Accordingly, goodwill exceeds its carrying amount by approximately 420%.

In connection with the response
to the COVID-19 pandemic in the United States, the Company has experienced certain disruptions to its business and has observed
disruptions for the Company’s customers and merchants which has resulted in a decline in transaction volume and revenue which
will more than likely continue during the remainder of 2020. However, management does not believe that the decline will be significant
enough to materially impact the valuation of the goodwill.

The Company has revised
the Registration Statement to include this disclosure.

Experts, page 96

    5.
    Please revise to include the reference to Liggett & Webb, P.A. Refer to Item 10 of Form S-1.

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

Note 8. Notes Payable, page F-21

    6.
    Please revise to clarify that the third anniversary of the Term Loan is April 9, 2021.

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

Securities and Exchange Commission

June 8, 2020

Page 3

Condensed Financial Statements

Note 10. Subsequent Events, page F-44

    7.
    We note from your Form 8-K filed on May 29, 2020 that certain assets constituting the Doublebeam business were purchased from POSaBIT Inc. on May 22, 2020. Please tell us the amount and form of consideration paid and to the extent material, revise to include a discussion of this transaction in your subsequent event disclosures. Refer to ASC 855-10-50-3.

The Registration Statement has been amended to
add a discussion of the POSaBIT Inc. transaction that took place on May 22, 2020 (the “POSaBIT Transaction”).
The assets were purchased from POSaBIT Inc. for a total purchase price of $270,000 (the “Purchase Price”) with
$125,000 payable at closing of this transaction; (b) $25,000 payable within 90 days of the closing and (c) $120,000 payable within
180 days of the closing. The Purchase Price may be reduced by an amount that is equal to the percentage of the decrease in average
monthly revenue in the period from August 1, 2020 through October 31, 2020 compared with the period from March 1, 2020 through
April 30, 2020.

In addition, in the
event that a customer contract which is anticipated to result in the greatest revenue of all contracts acquired in the POSaBIT
Transaction is terminated by that customer, at its option, (1) within ninety (90) days from May 22, 2020, the second and third
instalment payments shall not become due and the Purchase Price will automatically be adjusted to $125,000 or (2) within 180 days
from May 22, 2020, the third instalment payment of the Purchase Price will not become due and owing and the Purchase Price will
automatically be adjusted to $150,000.

**************

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

United States securities and exchange commission logo
June 4, 2020
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. 6 to Registration Statement on Form S-1
Filed May 21, 2020
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended 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.
Amendment No. 6 to Form S-1 Filed May 21, 2020
Capitalization, page 53
1.We note that you are required to use 20% of the net proceeds from this offering to repay a
portion of your indebtedness. Please confirm that you reflected the impact of this
transaction in the capitalization table and revise the introductory paragraph to indicate that
you are also giving effect to this transaction.
2.Please revise the introductory paragraph to clarify that $3.0 million of long-term debt will
be converted into Series A Preferred Stock along with $1,533,207 of interest, deferred
salary and unreimbursed expenses.  Also, disclose the significant terms of the Series A
Preferred Stock.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 June 4, 2020 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
June 4, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 59
3.You state that you believe you will be able to fund future liquidity and capital
requirements through cash flows generated from your operating activities for a period of
twelve months. However, you also state that you will be able to fund your liquidity needs
after giving effect to the net proceeds of this offering. Please revise your disclosures
throughout the filing to clarify this apparent inconsistency. Also, if the former statement is
true, please explain the basis for such conclusion.
Critical Accounting Policies, page 61
4.We note that you performed a quantitative assessment of your goodwill in the fourth
quarter of fiscal 2019 and determined that goodwill was not impaired. Please tell us the
percentage by which fair value exceeded the carrying value for each of your reporting
units. To the extent any reporting unit is at risk of failing step one of the goodwill
impairment test, disclose the percentage by which the fair value exceeded the carrying
value as of the date of the most recent test and describe any potential events and/or
changes in circumstances, such as the recent pandemic, that could reasonably be expected
to negatively affect any key assumptions. If you have determined that the estimated fair
value substantially exceeds the carrying value of your reporting units, please disclose such
determination. Refer to Section V of SEC Release 33-8350.
Experts, page 96
5.Please revise to include the reference to Liggett & Webb, P.A.  Refer to Item 10 of Form
S-1.
Note 8. Notes Payable, page F-21
6.Please revise to clarify that the third anniversary of the Term Loan is April 9, 2021.
Condensed Financial Statements
Note 10. Subsequent Events, page F-44
7.We note from your Form 8-K filed on May 29, 2020 that certain assets constituting the
Doublebeam business were purchased from POSaBIT Inc. on May 22, 2020. Please tell us
the amount and form of consideration paid and to the extent material, revise to include a
discussion of this transaction in your subsequent event disclosures. Refer to ASC 855-10-
50-3.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 June 4, 2020 Page 3
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
June 4, 2020
Page 3
            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 Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

January 17, 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. 3
to Registration Statement on Form S-1

Filed January 9, 2020

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
16, 2020, regarding the Company’s Amendment No. 3 to Registration Statement on Form S-1 filed on January 9, 2020 (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. 3 to Registration Statement on Form S-1 Management,
page 76

 1. Please disclose the information required by Item 401 of Regulation S-K for the new director nominees, Messers. Katsiaunis,
Ernst and Sternhell. Also, file consents for each director nominee. See Securities Act Rule 438.

The Company has revised
the Registration Statement to include in the information required by Item 401 of Regulation S-K for the new director nominees,
Messers. Katsiaunis, Ernst and Sternhell. Further, consents of each director nominee have been filed as exhibits to the Registration
Statement.

 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

January 16, 2020
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. 3 to Registration Statement on Form S-1
Filed January 9, 2020
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Management, page 76
1.Please disclose the information required by Item 401 of Regulation S-K for the new
director nominees, Messers. Katsiaunis, Ernst and Sternhell.  Also, file consents for each
director nominee.  See Securities Act Rule 438.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 January 16, 2020 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
January 16, 2020
Page 2
            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 Technology
cc:       Barry I. Grossman

CORRESP
1
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

January 2, 2020
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. 2 to Registration Statement on Form S-1
Filed December 19, 2019
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
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.
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 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.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 January 2, 2020 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
January 2, 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.
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.
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.
            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 Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

December 18, 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.

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

Filed October 9, 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
October 22, 2019, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on October 9, 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.1 to Registration Statement on Form S-1

Summary of financial and other data, page 10

 1. Please revise to provide your non-GAAP measures and other key performance indicators for the interim periods presented and
discuss any significant trends or fluctuations.

The Company has revised
the Registration Statement to include the non-GAAP measures and other key performance indicators for the interim periods presented
in the Registration Statement. The Company is not aware of any significant trends or fluctuations concerning these metrics.

Risk Factors

Failure to establish and maintain
effective internal controls in accordance with Section 404..., page 47

 2. Please revise both here and on page 18 to clearly state that management has concluded that your internal controls over financial
reporting were not effective at December 31, 2018.

The Company has revised the Registration
Statement to clearly state that management has concluded that its internal controls over financial reporting were not effective
at December 31, 2018.

Securities and Exchange Commission

December 18, 2019

Page 2

Management’s Discussion and Analysis of Financial
Condition and Results of Operations Results of Operations, page 55

 3. Please include a discussion of the predecessor financial statements for the year ended December 31, 2017 compared to both
the predecessor and successor financial statements for the year ended December 31, 2018. Similarly, you should discuss the results
for the predecessor and successor interim periods ending June 30th. 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 SX and should not be given
greater prominence than that of your actual results.

The Company has revised the Registration
Statement to include a discussion of the predecessor financial statements for the year ended December 31, 2017 compared to the
predecessor and successor financial statements for the year ended December 31, 2018. The Company has also augmented the disclosure
in the Registration Statement to discuss the results for the predecessor and successor during the interim periods ending September
30.

Liquidity and Capital Resources, page 57

 4. Please disclose the material terms of the commitment from a related party and significant stockholder to satisfy the company’s
debt or other obligations through November 2020, including but not limited to, the identity of the related party, any limits or
restrictions to the amount of funding that may be provided, repayment terms, and any termination provisions. Discuss how your liquidity
might be impacted should such shareholder fail to satisfy the company’s debt and other obligations through such time. Please clarify
whether the agreement is written and whether you intend to file the agreement as an exhibit pursuant to Item 601(b)(10)(iii) of
Regulation S-K. Also, provide us with the proposed disclosures you reference in prior comment 5 regarding how you intend to repay
the remaining balance of your long-term debt after such commitment expires.

The Company has revised the Registration
Statement to disclose the material terms of the commitment from Mr. Herzog, including to identify Mr. Herzog as the related party,
indicate the restrictions surrounding the commitment and provide the term and termination provisions of the commitment. Specifically,
the Company notes that to date, the Company has not made any request to Mr. Herzog relating to the commitment, that in the event
that the Company deems it necessary to request an advance from Mr. Herzog, the Company expects to negotiate the terms of such advance
at that time and that Mr. Herzog has committed to not terminate this commitment during its term (though the Company also does not
believe that it has recourse in the event that such commitment is terminated). The Company further notes that the commitment has
been amended such that it terminates at the earlier of November 2020 and the completion of this offering so the Company does not
believe that it will have any impact on the investors in the offering.

 5. Please disclose the specific terms of your financial covenants, including the required and actual ratio/amounts as of each
reporting date. Refer to Item 303(a)(1) and Section IV.C of SEC Release 33-8350.

The Company has revised the Registration
Statement to disclose the specific terms of its financial covenants, including the required and actual ratio/amounts as of each
reporting date, and has provided disclosure in accordance with Item 303(a)(1) and Section IV.C of SEC Release 33-8350.

Securities and Exchange Commission

December 18, 2019

Page 3

Consolidated Statements of Operations for the Years Ended
December 31, 2018 and 2017, page F-7

 6. We note that you added footnotes to the summary financial and other data table and on the face of the interim statements
of operations. Please include similar footnotes to the annual statements of operations and cash flows.

The Company has updated its audited financial
statements in accordance with the Staff’s comment.

Condensed Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2019 and 2018 (unaudited), page F-32

 7. Please revise to include a separate column presenting the predecessor cash flow information and include a footnote to clarify
what the column for the six months ended June 30, 2018 represents.

The Company has revised the Condensed Consolidated
Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 to include a separate column presenting the predecessor
cash flow information and included a footnote to clarify what the column for the periods represents.

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

October 22, 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 Registration Statement on Form S-1
Filed October 9, 2019
File No. 333-232368
Dear Mr. Yakov:
            We have reviewed your amended 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 we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No.1 to Registration Statement on Form S-1
Summary of financial and other data, page 10
1.Please revise to provide your non-GAAP measures and other key performance indicators
for the interim periods presented and discuss any significant trends or fluctuations.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 October 22, 2019 Page 2
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
October 22, 2019
Page 2
Risk Factors
Failure to establish and maintain effective internal controls in accordance with Section 404...,
page 47
2.Please revise both here and on page 18 to clearly state that management has concluded
that your internal controls over financial reporting were not effective at December 31,
2018.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 55
3.Please include a discussion of the predecessor financial statements for the year ended
December 31, 2017 compared to both the predecessor and successor financial statements
for the year ended December 31, 2018. Similarly, you should discuss the results for the
predecessor and successor interim periods ending June 30th.  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 57
4.Please disclose the material terms of the commitment from a related party and significant
stockholder to satisfy the company’s debt or other obligations through November 2020,
including but not limited to, the identity of the related party, any limits or restrictions to
the amount of funding that may be provided, repayment terms, and any termination
provisions.  Discuss how your liquidity might be impacted should such shareholder fail to
satisfy the company's debt and other obligations through such time.  Please clarify
whether the agreement is written and whether you intend to file the agreement as an
exhibit pursuant to Item 601(b)(10)(iii) of Regulation S-K.   Also, provide us with the
proposed disclosures you reference in prior comment 5 regarding how you intend to repay
the remaining balance of your long-term debt after such commitment expires.
5.Please disclose the specific terms of your financial covenants, including the required and
actual ratio/amounts as of each reporting date. Refer to Item 303(a)(1) and Section IV.C
of SEC Release 33-8350.
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017, page
F-7
6.We note that you added footnotes to the summary financial and other data table and on the
face of the interim statements of operations.  Please include similar footnotes to the annual
statements of operations and cash flows.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 October 22, 2019 Page 3
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
October 22, 2019
Page 3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30. 2019 and
2019 (unaudited), page F-32
7.Please revise to include a separate column presenting the predecessor cash flow
information and include a footnote to clarify what the column for the six months ended
June 30. 2018 represents.
            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 Technology
cc:       Barry I. Grossman

CORRESP
1
filename1.htm

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

October 10, 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”). 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.

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 10, 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 10, 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.

    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.

Securities and Exchange Commission

October 10, 2019

Page 4

    Very truly yours,

    /s/ Ronny Yakov

        Ronny Yakov

        Chief Executive Officer

    cc:
    Matthew Bernstein, Esq.

    Ellenoff Grossman & Schole LLP

CORRESP
1
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

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

CORRESP
1
filename1.htm

The OLB Group, Inc.

200 Park Avenue

Suite 1700

New York, NY 10166

June
26, 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.

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

    Submitted February 14, 2019

    CIK No. 0001314196

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 February 26, 2019, regarding the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 submitted December
12, 2018 (the “Registration Statement”). 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. 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.

The Company has
revised the “Capitalization” section in the Registration Statement to include an adjustment for the proceeds of the
offering that will be used to repay a portion of your outstanding debt. The Company has removed the pro forma as adjusted column
from the “Capitalization” section in the Registration Statement.

Securities and Exchange Commission

June 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.

The Company has revised the Registration
Statement to remove the information obtained from 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.

The Staff is advised that the Company
is not a registered funding portal nor is the Company a broker-dealer. The Company, through CrowdPay, hosts a platform that targets
small and midsized businesses seeking to raise capital and by registered broker-dealers seeking to host capital raising campaigns
for such businesses by integrating the platform onto their websites. CrowdPay will also provide certain services to these third
parties, including compliance as well as all software-as-a-service services. The Company has revised the Registration Statement
to clarify that the Company is not a registered funding portal or a broker-dealer.

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.

The Company has revised the Registration
Statement to specifically include the $163,000 that the Company borrowed from Mr. Herzog which has previously been repaid. The
Company has further revised the Registration Statement to reflect that the accrued compensation and advances due to related parties
(Mr. Yakov) were completed in simple transactions and that the Company does not owe any interest or have a term by which such expenses
must be repaid.

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.

Securities and Exchange Commission

June 26, 2019

Page 3

The Staff is advised that the amount
of revenue attributable to Omnisoft during the three months ended March 31, 2019 and 2018 and the years ended December 31, 2018
and 2017 is $0, $62,621, $25,462 and $1,000, respectively. The Staff is further advised that the amount of revenue attributable
to CrowdPay during the three months ended March 31, 2019 and 2018 and the years ended December 31, 2018 and 2017 is $0, $4,500,
$12,072 and $132,205, respectively.

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.

The Staff is advised that
the Company currently complies with ASC 605 to recognize revenue. As an emerging growth company, the Company is not required to
comply with ASC 606 until the Company’s 2019 annual reporting period and for interim periods after 2019. The Company is currently
in the initial phase of analyzing the potential impact this standard will have on its consolidated financial position and results
of operations.

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.

The Staff is advised that the Company
has filed in the Registration Statement consolidated financial statements for December 31, 2018 and March 31, 2019 which include
the effects of the Company’s 2018 acquisitions including the adjustment of the amortization expense.

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

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

February 4, 2019
Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
200 Park Avenue
Suite 1700
New York, NY 10166
Re:The OLB Group, Inc.
Draft Registration Statement on Form S-1
Submitted December 12, 2018
CIK No. 0001314196
Dear Mr. Yakov:
            We have reviewed your 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.
Draft Registration Statement on Form S-1
Cover Page
1.Please highlight on the cover page that you will be a controlled company within the
meaning of the corporate governance standards of Nasdaq.  Disclose the beneficial
ownership held by Mr. Yakov, your Chief Executive Officer, and Mr. Herzog, your
principal stockholder, after the closing of the offering.
Prospectus Summary
Our Company, page 1
2.Please disclose whether you are currently substantially dependent on your

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 4, 2019 Page 2
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
February 4, 2019
Page 2
eVance business and, if so, the extent of such dependence.  In this regard, we note that
revenue for the Successor period was "primarily from transaction and processing fees
related to electronic payment."
Corporate Information, page 2
3.You disclose that CrowdPay and Omnisoft were affiliate companies of your "majority
stockholder" prior to the respective share exchanges.  Please revise to identify
Messrs. Yakov and Herzog as the counterparties to the share exchange agreements.
Further, disclose the details of the transactions in the related party transactions section of
your prospectus.  Refer to Item 404(d) of Regulation S-K.
Risk Factors
Risks Related to Our Company, page 4
4.You state that Ms. Boulds was hired as a full-time Chief Financial Officer, but her
biographical description suggests that she currently has other business interests.  To the
extent material, please clarify the amount of time that Ms. Boulds devotes to the company
and include appropriate risk factors regarding the limitations on her time and potential
conflicts of interest.
Our operating results and operating metrics are subject to seasonality and volatility . . . ., page 17
5.Your disclosure indicates that the eVance business generates revenue in Europe.  You,
however, otherwise disclose that such business provides financial and transaction
processing solutions "to merchants throughout the United States."  Please reconcile.  To
the extent you are targeting international expansion for the eVance business, please clarify
and describe the material opportunities, challenges, and risks associated with such strategy
in an appropriate area of the prospectus.
Cautionary Note Regarding Forward-Looking Statements, page 36
6.You state that you intend the forward-looking statements in the prospectus “to be covered
by the safe harbor” for such statements.  As your disclosure indicates that you believe this
offering constitutes your initial public offering, please remove any implication that you
are eligible to invoke the safe harbor provided by Section 27A of the Securities Act.
Use of Proceeds, page 37
7.Please disclose the amount of the Term Loan that you intend to repay with the proceeds of
this offering.  Also, clarify which promissory notes you intend to repay.  In this regard,
you refer to $3.0 million of such notes, which mature on March 31, 2019; however, $2.0
million matures on November 14, 2019.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 4, 2019 Page 3
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
February 4, 2019
Page 3
Results of Operations, page 42
8.The transaction and processing fees generated by the eVance business appear to have
decreased significantly during the periods subsequent to the date of the Asset Acquisition.
Please describe the causes of this change, including any known trends or uncertainties that
have had or that you reasonably expect to have a material favorable or unfavorable impact
on revenue.  For further insight into your performance, provide a comparative breakdown
of any key metrics that management uses to evaluate the performance of the
eVance business, such as the monthly average amount and number of transactions
processed as well as the number of merchants for which you serve as a wholesale ISO
versus a retail ISO.  In this regard, you should expand upon the disclosure on page 41 that
you are "currently processing over $82,000,000 in gross transactions on a monthly run
rate and average 1,400,000 transactions a month" and disclose such quantitative
information for each period presented.  Refer to Item 303(a) of Regulation S-K and
Section B of SEC Release No. 33-8350.
Liquidity and Capital Resources, page 43
9.You disclose that you are “currently in the process of a capital raise of up to $5,000,000”
that will yield enough liquidity for the next several years.  Please clarify whether you are
referring to the current offering or another financial transaction.  In addition, please
reconcile this statement with the disclosure in Note 3 that you are “currently in the process
of a capital raise of up to $7,500,000.”
Business
Our Industry, page 46
10.Please disclose the date of publication of the Nilson Report to which you cite in this
discussion.  In this regard, we note the corresponding disclosure on page i that you "have
not independently verified the data" that derive from such report.  Please be advised that
you are responsible for the entire content of the registration statement and should not
include language that can be interpreted as a disclaimer of information that you have
chosen to include.
Description of Our CrowdPay Business, page 51
11.Please explain how your platform for Regulation Crowdfunding offerings differs from
your platform for Regulation A+ and Regulation D offerings in relation to your
compliance with the federal securities laws, including fee structures.  In this regard, you
should briefly describe the distinct regulatory framework that is applicable to funding
portals as well as what distinguishes your services from those that may generally be
provided by broker-dealers.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 4, 2019 Page 4
 FirstName LastNameRonny Yakov
The OLB Group, Inc.
February 4, 2019
Page 4
Certain Relationships and Related Party Transactions, page 64
12.Your disclosure appears to be limited to transactions that have occurred since the
beginning of the last fiscal year.  Please also identify any transaction that has
occurred since the beginning of the fiscal year ended December 31, 2016 in which the
amount involved the lesser of $120,000 or one percent of the average of your total assets
at year-end for the last two completed fiscal years.  In this regard, we note your disclosure
on page F-10.  Refer to Item 404(d)(1) and Instruction 1 to Item 404 of Regulation S-K.
Further, identify the related parties to whom you owe $81,694 in accrued expenses.
Experts, page 71
13.The Exhibit 16 letter provided by Liggett & Webb P.A. refers to an Item 4.01 Form 8-K
dated September 25, 2018.  Please amend the Form 8-K filed on January 30, 2019 to
include a revised letter from your former independent registered accounting firm.
The OLB Group, Inc.
Interim Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-18
14.Please tell us whether both the April 9, 2018 Asset Acquisition and the May 9, 2018 Share
Exchanges are common control transactions.  If so, tell us how you determined that the
Asset Acquisition qualifies as a common control transaction.  If not, please revise your
current disclosures as they appear to imply that both the Asset Acquisition and Share
Exchanges are common control transaction.
15.Your disclosures imply that prior periods were retrospectively adjusted to furnish
comparative information.  Please clarify for us which periods were adjusted and revise
your disclosures as necessary.  Also, 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
16.Your disclosures refer to both ASC 605 and ASC 606. Please revise to clarify when you
adopted ASC 606 and provide the related disclosures including the transition disclosures
required by ASC 606-10-65.
Unaudited Pro Forma Condensed Combined Financial Information, page F-47
17.Please tell us why there are no pro forma adjustments in the pro forma condensed
combined statement of operations.  In this regard, we note the stepped up basis in acquired
intangible assets and the change in outstanding debt.

 FirstName LastNameRonny Yakov
 Comapany NameThe OLB Group, Inc.
 February 4, 2019 Page 5
 FirstName LastName
Ronny Yakov
The OLB Group, Inc.
February 4, 2019
Page 5
Exhibits
18.Please file or incorporate by reference all the material agreements related to the Asset
Acquisition and the Share Exchange as exhibits to the registration statement.  In
this regard, we specifically refer you to the agreements that were filed as exhibits to the
Forms 8-K filed on April 13, 2018, May 15, 2018, and August 3, 2018, pursuant to Item
601(b)(2) and Item 601(b)(10) of Regulation S-K.  Also, please note the promissory note
that was issued to Mr. Herzog on November 14, 2018, which does not appear to have been
filed with a Form 8-K, should be filed as an exhibit to the registration statement.
19.Please file the written agreement pursuant to which Mr. Herzog has promised to provide
you with any additional financial support that you may need.  In this regard, we note your
disclosure on page F-21.  Also, file Mr. Yakov's employment agreement, which you
briefly describe on page 61.  Refer to Item 601(b)(10) of Regulation S-K.
General
20.It appears that you have confidentially submitted this registration statement pursuant to
Section 6(e) of the Securities Act of 1933.  Clarify whether you believe that you are an
emerging growth company.  If appropriate, provide disclosure clarifying the implications
of such status throughout the prospectus, including the cover page, prospectus summary,
and Risk Factors section.  In this regard, you should address whether you will use the
extended transition period for complying with any new or revised financial accounting
standards provided by Section 7(a)(2)(B) of the Securities Act.  Also, supplementally
provide us with copies of all written communications, as defined in Rule 405 of the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential
investors in reliance on Section 5(d) of the Securities Act, whether or not they retain
copies of the communications.
            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-
Advisor, 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

Mail Stop 4561         A p r i l  6 ,  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 completed our review of the above referenced filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Stephen G. Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

    March 27, 2009

    Mr.
Stephen G Krikorian

    Accounting
Branch Chief

    Securities
and Exchange Commission

    100F
Street, N.E.

    Washington,
D.C. 20549

    I have
read and evaluated your comments contained within your letter dated March 2,
2009.  I will respond to each of them in order.

    Form
10-KSB For Fiscal Year Ended December 31, 2007

    Item
8A – Controls and Procedures, page 40

    1. You
questioned the statement “Prior to the filing of our Form 10-QSB for the second
quarter of 2008, our management intends to complete an evaluation of the
effectiveness of the design, maintenance and operation of our disclosure
controls and procedures and to implement any corrective
actions.”  Subsequent to the filing of the Form 10-KSB, management has
completed its assessment of its disclosure controls and procedures as required
by Item 307 of Regulations S-B and determined that its controls and procedures
are designed to ensure (1) that information required to be disclosed by us in
the reports we file or submit under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms,
and (2) that this information is accumulated and communicated to our management,
including our Chief Executive Officer and Interim Chief Financial Officer, to
allow timely decisions regarding required disclosure.  Management
determined that the controls and procedures were in place as of December 31,
2007 and that there were no significant changes to the controls subsequent to
December 31, 2007.

    The
results of this evaluation also includes similar statements included in our
Forms 10-Q for the quarters ended March 31, 2008 and June 30, 2008.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    2. Based
on the evaluation described in 1. above, management has determined that its
controls and procedures are designed to provide reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost benefit relationship of
possible controls and procedures.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    3.
Management determined that the controls and procedures evaluated in 1. above
were in effect as of the filing of the form 10-KSB for the year ended December
31, 2007 and that in addition, there were no significant changes in our internal
controls or in other factors that could significantly affect those
controls.

    The filer
will ensure that it updates its disclosure in its next Form 10-K filing for the
year ended December 31, 2008 and any Form 10-Q filings.

    Form
10-Q for Fiscal Quarter Ended September 30, 2008

    4. The
filer has reviewed the Form 10-Q in question and agrees that it is missing
required numbers and captions of Items.

    The filer
will ensure that it updates its disclosure in its future Forms 10-K and 10-Q
filings.

    5. The
filer has reviewed the Form 10-Q in question and agrees that it is missing the
disclosures required by Items 307 and 308(c) of the Regulation S-K.

    The filer
will ensure that its disclosure in its future Forms 10-K and 10-Q filings is in
compliance with the disclosures required by Items 307 and 308(c) of the
Regulation S-K.

    I also
acknowledge that the company is responsible for the adequacy of the disclosure
in the filings.

    We also
acknowledge that stuff comments or changes to disclosure in response to stuff
comments do not foreclose the Commission or any person from taking any action
with respect to the filling

    And we
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.

    All
corrections will be made on a prospective basis as per discussion with Ms.
Tamara Tangen of your office.  Should the filer need to amend any of
the Forms 10-KSB or 10-Q noted above, the filer will also correct the disclosure
deficiencies identified in your letter.

    Sincerely,

    /s/ Ronny Yakov

    Mr. Ronny
Yakov,

    President
and Interim Chief Financial Officer

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