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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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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

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

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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

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