UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
  x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the
quarterly period ended March 31,
2009
   ̈ TRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT
  For the
transition period from _______to _______
  Commission
File Number: 000-52994
  THE OLB
GROUP, INC.
 (Exact
name of small business issuer as specified in its charter)
  DELAWARE
                    
                    13-4188568(State
      or other jurisdiction of incorporation or
                    
                    (IRS
      Employer Identification No.)organization)
  1120 Avenue of the Americas,
4thflr New York, NY
10036
 (Address
of principal executive offices)
  (212)
278-0900
 (Registrant's
telephone number)
  
 (Former
name, if changed since last report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No  ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
  Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes  ̈ No x
 
 As of May
6, 2009, the Company had outstanding 56,782,832 shares of its common stock, par
value $0.01.
  
  THE
OLB GROUP, INC.
  FORM
10-Q
  For
the Quarterly Period Ended March 31, 2009
  INDEX
  PART I
                Financial
      Information
                3Item
      1.
                Financial
      Statements
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                10Item
      3.
                Quantitative
      and Qualitative Disclosures about Market Risk
                14Item
      4.
                Controls
      and Procedures
                14PART II
                Other
      Information
                15Item
      1.
                Legal
      Proceedings
                15Item
      1A.
                Risk
      Factors
                15Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                15Item
      3.
                Defaults
      Upon Senior Securities
                15Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                15Item
      5.
                Other
      Information
                15Item
      6.
                Exhibits
                15Signatures
                
                16
  
  PART
I - FINANCIAL INFORMATION
  Item 1.
Financial Statements
 The
OLB Group, Inc.
 
 Balance
Sheets
 ASSETS
 
 March 31,
                                
                                
                                December 31,2009
                                
                                
                                2008(Unaudited)CURRENT ASSETSCash
                                
                                $
                                831
                                
                                
                                $
                                670Total
      Current Assets
                                
                                
                                831
                                
                                
                                
                                670OTHER
      ASSETSInternet
      domain
                                
                                
                                4,965
                                
                                
                                
                                4,965TOTAL
      ASSETS
                                
                                $
                                5,796
                                
                                
                                $
                                5,635LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Accounts
      payable and accrued expenses
                                
                                $
                                201,898
                                
                                
                                $
                                202,497Loan
      payable - officer
                                
                                
                                4,685
                                
                                
                                
                                1,473Accrued
      salary
                                
                                
                                193,750
                                
                                
                                
                                125,000Judgment
      payable with accrued interest
                                
                                
                                184,172
                                
                                
                                
                                181,863Total
      Current Liabilities
                                
                                
                                584,505
                                
                                
                                
                                510,833TOTAL
      LIABILITIES
                                
                                
                                584,505
                                
                                
                                
                                510,833STOCKHOLDERS’
      EQUITY (DEFICIT)Preferred
      stock, $0.01 par value, 50,000,000 shares authorized, no shares
      outstanding
                                
                                
                                -
                                
                                
                                
                                -Common
      stock, $0.01 par value; 200,000,000 shares
      authorized,  56,782,832 and 56,782,832 shares issued and
      outstanding, respectively
                                
                                
                                567,830
                                
                                
                                
                                567,830Additional
      paid-in capital
                                
                                
                                10,473,321
                                
                                
                                
                                10,473,321Accumulated
      deficit
                                
                                
                                (11,619,860
                                )
                                
                                
                                (11,546,349
                                )Total
      Stockholders’ Deficit
                                
                                
                                (578,709
                                )
                                
                                
                                (505,198
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                
                                $
                                5,796
                                
                                
                                $
                                5,635
 
 The
accompanying notes are an integral part of these financial
statements.
  3
  The
OLB Group, Inc.
 
 Statements of
Operations
 (Unaudited)
 
 For the Three Months EndedMarch 31,2009
                        
                        
                        2008NET
      REVENUES
                        
                        $
                        95,490
                        
                        
                        $
                        -Cost
      of sales
                        
                        
                        72,320
                        
                        
                        
                        -Gross
      Profit
                        
                        
                        23,170OPERATING
      EXPENSESOfficer
      salary
                        
                        
                        68,750
                        
                        
                        
                        62,500General
      and administrative
                        
                        
                        25,622
                        
                        
                        
                        73,596Loss
      from operations
                        
                        
                        71,202
                        
                        
                        
                        136,096OTHER
      EXPENSEInterest
      expense
                        
                        
                        (2,309
                        )
                        
                        
                        (2,309
                        )Total
      Other Expense
                        
                        
                        (2,309
                        )
                        
                        
                        (2,309
                        )NET  LOSS
                        
                        $
                        (73,511
                        )
                        
                        $
                        (138,405
                        )BASIC
      LOSS PER SHARE
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )BASIC
      WEIGHTED AVERAGE SHARES
                        
                        
                        56,782,832
                        
                        
                        
                        43,789,968
 
 The
accompanying notes are an integral part of these financial
statements.
  4
  The
OLB Group, Inc.
 
 Statements of Shareholders’
Equity (Deficit)
 
 Common Stock
                                
                                
                                AdditionalPaid In
                                
                                
                                AccumulatedShares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                DeficitBalance
      at  December 31, 2007
                                
                                
                                43,691,067
                                
                                
                                $
                                436,912
                                
                                
                                $
                                10,370,639
                                
                                
                                $
                                (11,063,574
                                )Issuance
      of common stock  for services
                                
                                
                                100,000
                                
                                
                                
                                1,000
                                
                                
                                
                                24,000Issuance
      of common stockto
      convert accrued salaries and loans to equity
                                
                                
                                491,765
                                
                                
                                
                                4,918
                                
                                
                                
                                78,682Issuance
      of common stockto
      convert accrued salaries and loans to equity
                                
                                
                                12,500,000
                                
                                
                                
                                125,000Net
      loss for the year ended December 31, 2008
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (482,775
                                )Balance
      at,  December 31, 2008
                                
                                
                                56,782,832
                                
                                
                                
                                567,830
                                
                                
                                
                                10,473,321
                                
                                
                                
                                (11,546,349
                                )Net
      Loss for the 3 months Ended March 31, 2009 (unaudited)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (73,511
                                )Balance
      at March 31, 2009 (unaudited)
                                
                                
                                56,782,832
                                
                                
                                $
                                567,830
                                
                                
                                $
                                10,473,321
                                
                                
                                $
                                (11,619,860
                                )
  The
accompanying notes are an integral part of these financial
statements.
  5
 
 The
OLB Group, Inc.
 
 Statements of Cash
Flows
 (Unaudited)
 
 For the Three Months EndedMarch
      31,2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                        
                        $
                        (73,511
                        )
                        
                        $
                        (138,405
                        )Adjustments
      to reconcile net loss to net cash (used in) operating
      activitiesStock
      for services
                        
                        
                        -
                        
                        
                        
                        25,000Changes
      in assets and liabilities:Decrease
      in prepaid assets
                        
                        
                        -
                        
                        
                        
                        22,500Increase
      in accounts payable and accrued expense
                        
                        
                        70,460
                        
                        
                        
                        55,400Net
      Cash (Used in) Operating Activities
                        
                        
                        (3,051
                        )
                        
                        
                        (35,505
                        )CASH
      FLOWS FROM INVESTING ACTIVITIES
                        
                        
                        -
                        
                        
                        
                        -CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of loan- officer
                        
                        
                        (13,950
                        )
                        
                        
                        (5,500
                        )Proceeds
      from loan - officer
                        
                        
                        17,162
                        
                        
                        
                        41,600Net
      cash provided by financing activities
                        
                        
                        3,212
                        
                        
                        
                        36,100NET
      CHANGE IN CASH
                        
                        
                        161
                        
                        
                        
                        595CASH
      – BEGINNING OF YEAR
                        
                        
                        670
                        
                        
                        
                        2,333CASH
      – END OF YEAR
                        
                        $
                        831
                        
                        
                        $
                        2,928CASH
      PAID FORInterest
                        
                        
                        -
                        
                        
                        
                        -Taxes
                        
                        $
                        -
                        
                        
                        $
                        909SUPPLEMENTAL
      DISCLOSURE OF NON-CASH ACTIVITIESStock
      issued in conversion of accrued expenses & other debt
                        
                        $
                        -
                        
                        
                        $
                        83,600Stock
      for services
                        
                        $
                        -
                        
                        
                        $
                        25,000
 
 The
accompanying notes are an integral part of these financial
statements.
  6
  The
OLB Group, Inc.
 Notes
to the Financial Statements
 March 31,
2009 and December 31, 2008
 
 NOTE
      1 -
              BACKGROUND
 
 The
unaudited financial statements have been prepared by The OLB Group, Inc. (the
“Company”), pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments), which are, in the
opinion of management; necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the audited financial statements and footnotes for the
year ended December 31, 2008 included on the Company’s Form 10-K.  The
results of the three months ended March 31, 2009 are not necessarily indicative
of the results to be expected for the full year ending December 31,
2009.
 
 NOTE
      2 -
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
  Cash and Cash
Equivalents
 
 The
Company considers all highly liquid investments purchased with an original
maturity date of three months or less from the date of purchase to be a cash
equivalent.
  Concentration of Credit
Risk
 
 Financial
instruments, which potentially subject the Company to concentration of credit
risk, consist of accounts receivable and cash deposits.  The Company
maintains cash with various major financial institutions.  The Company
performs periodic evaluations of the relative credit standing of these
institutions.  To reduce risk, the Company performs credit evaluations
of its customers and maintains reserves for potential credit
losses.
  Use of
Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates
  Revenue and Cost
Recognition
 
 As a rule
the company recognizes revenue when persuasive evidence of an arrangement
exists, services have been rendered, the sales price is fixed or determinable,
and collection is reasonably assured. A majority of revenue for the company is
recognized when actual collection of cash occurs. This is true for license
revenue, Advanced Solutions revenue and Subscription revenue. Our license
revenue on payment plans allows for customers to pay over time in installments
and is recognized upon delivery of the product at the present value of the
installment payment stream.
  7
 
 The
OLB Group, Inc.
 Notes to
the Financial Statements
 March 31,
2009 and December 31, 2008
  Marketing Fees and Materials
  The
Company markets certain of its products through a telemarketing sales
organization whereby independent distributors establish their own network of
associates. The independent distributors pay
 
 the
Company a fee to become marketing representatives on behalf of the Company. In
exchange, the representatives receive access, on an annual basis, to various
marketing and promotional materials and tools as well as access to customized
management reports; accordingly revenue from marketing fees is recognized over
an annual period.  The Company also earns ancillary revenue from the
sale of marketing materials recognized when marketing materials are provided to
the representatives.
 
 Membership
Fees
  The
Company recognizes revenues from membership fees for the sales of health-related
discount benefit plans as earned as part of the ShopFast program. These
arrangements are generally renewable monthly and revenue is recognized over the
renewal period.  As these products often include elements sold through
contracts with third-party providers, the Company considers each contractual
arrangement in accordance with EITF 99-19, Reporting Revenue Gross as a
Principal versus Net as an Agent (EITF 99-19). The Company’s current contracts
meet the requirements of EITF 99-19 for reporting revenue on a gross basis. The
Company records a reduction in revenue for refunds, chargeback’s from credit
card companies, and allowances based upon actual history and management’s
evaluation of current facts and circumstances.
 
 Commissions
  The
Company will pay commissions for its sales of third-party products. Commissions
are recognized as products are sold and services performed and the Company has
accomplished all activities necessary to complete the earnings
process.
 
 Costs
 
 Costs are
recorded at the time the related revenue is recorded. Payment processing costs
are recorded in the period the costs are incurred and customer acquisition costs
are comprised primarily of telemarketing costs and service costs and other
additional benefit services.
 
 NOTE
      3 -
              RELATED
      PARTY TRANSACTIONS
  On
February 20, 2008 the company extended the employment agreement with its founder
and president for another 5 years commencing April 1, 2008 that expires on
February 28, 2014. The agreement provides for an annual salary of $275,000 plus
fringe benefits and an incentive bonus based on the achievement of certain
performance criteria. The employment agreement also includes a covenant not to
compete with the Company for a period of one (1) year after employment ceases as
to the renewal of this agreement.
  8
 
 The
OLB Group, Inc.
 Notes to
the Financial Statements
 March 31,
2009 and December 31, 2008
  NOTE
      4 -
              GOING
      CONCERN
 
 The
financial statements are presented on the basis that the Company is a going
concern.  A going concern contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business over a
reasonable length of time. The Company has incurred significant losses from
operations, and has a working capital deficit of $583,674 which together raise
substantial doubt about its ability to continue as a going concern. Management
is presently pursuing financing and investment opportunities with investment
bankers and private investors. The ability of the Company to achieve its
operating goals and to obtain such additional finances, however, is
uncertain.  The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty.
  NOTE
      5 -
              SIGNIFICANT
      TRANSACTIONS
  On
February 28, 2009, the company issued 1,000,000 shares of common stock at a
price of $0.04 to secure the payments due to one of its vendors. As it is the
understanding of both parties that the shares were issued as security for
payment and the intention is to have them returned to the company once payment
has been made, the shares have not been recorded as issued and outstanding as of
March 31, 2009.
  9
  ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Cautionary
Statement Regarding Forward-Looking Statements
  In
addition to historical information, this Report on Form 10-Q contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are statements that do not represent historical facts. We use words
such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,”
“continue” and similar expressions to identify forward-looking statements.
Forward-looking statements in this Form 10-Q include, but are not limited to,
those discussed in the section entitled "Management's Discussion and Analysis or
Plan of Operation”, our plans and expectations regarding future financial
results, operating results, business strategies, projected costs, products,
competitive positions, management’s plans and objectives for future operations,
and industry trends. These forward-looking statements are based on information
available to us as of the date of this Form 10-Q and current expectations,
forecasts and assumptions and involve a number of risks and uncertainties that
could cause actual results to differ materially from those anticipated by these
forward-looking statements. Such risks and uncertainties include a variety of
factors, some of which are beyond our control.  Please see our other
filings with the Securities and Exchange Commission for additional information
on risks and uncertainties that could cause actual results to differ. These
forward-looking statements should not be relied upon as representing our views
as of any subsequent date, and we are under no obligation to, and expressly
disclaim any responsibility to, update or alter our forward-looking statements,
whether as a result of new information, future events or otherwise.
  Overview
 
 We are an
e-commerce service provider, which enables a business desiring to sell goods and
services on the internet to utilize the our e-commerce resources and support
services, thus creating economies of scale and cost efficiencies for e-commerce
sellers throughout the entire e-commerce process.
  The
products that we plan to distribute over the next year will account for most of
our business are as follows:
 ·
                ShopFast
  PC
 ·
                ShopFast
    DSD
 
 There are
a number of trends in the eCommerce/direct response marketing industry, the most
significant of which is the trend toward integrated marketing strategies.
Integrated marketing campaigns involve not only advertising, but also sales
promotions, internal communications, public relations, social networking, and
other disciplines. The objectives of integrated marketing are to promote our
products and services,
 
 Price is
no longer the sole motivator of purchasing behavior for our potential customers.
With the availability of similar products from multiple sources, customers are
increasingly looking for distributors who provide a tangible value-added to
their products. As a result, we provide a broad range of products and related
services. Specifically, we will provide research and consultancy services,
artwork and design services, and fulfillment services to our customers. These
services will be provided in-house as well as outsourced by our current
suppliers.
 
 We can
provide no assurances that our expectations described above will be
realized.  As of December 31, 2008, the Company did not have any long
term contractual obligations.
  RESULTS OF OPERATIONS - THREE MONTHS
ENDED MARCH 31, 2009 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2008
  REVENUES
 
 Revenue
for the three month period ended March 31, 2009 was $95,490 as compared to $-0-
for the three months ended March 31, 2008.  The primary reason for
this increase is a result of new subscribers.
  10
 
 COST
OF SALES
 
 Cost of
sales for the three month period ended March 31, 2009 was $72,320 as compared to
$-0- for the three month period ended March 31, 2008.  The primary
reason for this increase is a result of increased activity associated with
generating sales.
 
 GROSS
PROFIT
 
 Gross
Profit for the three month period ended March 31, 2009 was $23,170 as compared
to $-0- for the three month period ended March 31, 2008.  The primary
reason for this increase is a result of generation of new
subscribers.
 
 OPERATING
EXPENSES
 
 Officer
Salaries
 
 Officer
Salaries for the three month period ended March 31, 2009 was $68,750 as compared
to $62,500 for the three month period ended March 31, 2008.  The
primary reason for this increase is a result of increase in the salary to our
sole executive officer.
 
 General
and Administrative Expenses
  General
and administrative  ("G&A") expenses decreased to $25,622 from
$73,596 for the three months ended March 31, 2009 as compared to the three
months ended March 31, 2008. This decrease in G&A expenses was the result of
a decrease in professional fees and services for software
development.
  LOSS
FROM OPERATIONS
 
 Our loss
from operations for the three month period ended March 31, 2009 was $71,202 as
compared to $136,096 for the three month period ended March 31,
2008.  The primary reason for this decrease is a result of generating
additional sales.
  INTERST
EXPENSE
  Our
interest expenses for the three month period ended March 31, 2009 was $2,309 as
compared to $2,309 for the three month period ended March 31, 2008.
 
 NET
LOSS
  Net loss for the three month period
ended March 31, 2009 was $73,511 as compared to $138,405 for the three month
period ended March 31, 2008. This decrease in net loss was the
result of the increase in sales and the decrease in G&A expenses for
professional fees and software development.
  LIQUIDITY
AND CAPITAL RESOURCES
 
 As of
March 31, 2009, the Company had a working capital deficit of $583,674. At
December 31, 2008, the Company had a working capital deficit of
$510,163.  During the three months ended March 31, 2009, the Company
used $3,051 of cash for operating activities, as compared to $35,505 in cash
used through three months ended March 31, 2008. The decrease in the use of cash
for operating activities was a result of a decrease in general and
administrative expenses.
 
 The
Company did not generate any cash flow from investing activities for the three
months ended March 31, 2009 or 2008.
 
 Cash
provided from financing activities during the three months ended March 31, 2009
was $3,212 as compared to $36,100 during the three months ended March 31, 2008.
Our capital needs have primarily been met from the loans from our
president.
  11
 
 While we
have raised capital to meet our working capital and financing needs in the past,
additional financing is required in order to meet our current and projected cash
flow deficits from operations and development. We are seeking financing, which
may take the form of debt, convertible debt or equity, in order to provide the
necessary working capital. There can be no assurance that future financings will
be available to us on acceptable terms. If financing is not available to us on
acceptable terms, we may be unable to continue our operations.  The
Company’s primary sources of funding to date consists of loans from its Chief
Executive Officer and principal stockholder, Ronny Yakov. Although Mr. Yakov has
provided financing in the past, he has no binding commitment to continue such
financing.
  Our plan
of operation is to launch the marketing of the software component of our
ShopFast PC product by the end of the second quarter of fiscal 2009, to produce
a 30 minute infomercial to promote this product, as well as short form two
minute commercials after completing the longer infomercial, depending on the
funds available to the Company for such purposes. We intend to run the
advertisements for a period of time and to use focus groups to determine the
prices at which we can obtain the highest level of reseller ordersand then to launch a
full scale media campaign. If the ratio of media spending to product orders is
at least $1.50 return in orders on $1.00 spent on advertising, we would continue
such advertising. Otherwise, we would consider alternatives to the advertising
methods tried. After adjustments to the marketing plan and getting a
satisfactory return rate on the media expenditures, we intend to launch a
nationwide television distribution campaign.
  Over the
next twelve months, we do not expect to purchase or sell any significant
equipment. We are currently redesigning ShopFast PC so that the Internet
Storefront can be created by a client having limited computer expertise without
our assistance. In previous versions of ShopFast DSD, the Internet Storefront
would have had to have been created by an administrator employed by us. We are
redesigning ShopFast PC so that the client can create the Internet Storefront on
the client’s own, in the following five steps:
  Step
1:
Choose the categories of items to be sold on the store.
  Step
2: Design the store by choosing layouts, fonts, colors and a
logo.
  Step
3: Personalize the store by adding descriptive text
  Step
4: Account information to facilitate payments for the store subscription
as well as payment of commissions
  Step
5: Final store confirmation and immediate store generation.
  If we
successfully test our ShopFast PC product, we are planning to develop or acquire
additional products to complement our e-commerce products. We anticipate
that we will also need to make expenditures in the following areas: to expand
our existing ecommerce platform and replace some of the existing hardware and
servers to service the volume of transactions we anticipate and to add more
marketing and administrative personnel, although our initial plan is outsource
significant services to third party providers. The additional products to be
developed and/or acquired have not yet been identified, but are expected to be
the result of requests by clients and/or their customers for additional
functionality, services, payment methods and/or product
availability.
  We are
currently in the quality assurance testing phase for our re-developed ShopFast
DSD software, which is based on a different design platform than the prior
versions, allowing it to operate faster and under all computer operating systems
that can fully support Internet Explorer 5.0 or higher. ShopFast DSD will have
be a customized product to the needs of the particular clients. The immediately
prior paragraph is also applicable to the successful testing of our re-developed
ShopFast DSD product.
  Our
financial statements as of the three months ended March 31, 2009 have been
prepared under the assumption that we will continue as a going concern through
December 31, 2009. Our independent registered public accounting firm has issued
their report that included an explanatory paragraph expressing substantial doubt
in our ability to continue as a going concern without additional capital
becoming available. Our ability to continue as a going concern ultimately is
dependent on our ability to generate a profit which is dependent upon our
ability to obtain additional equity or debt financing, attain further operating
efficiencies and, ultimately, to achieve profitable operations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  12
 
 Critical
Accounting Policies
 
 Our
discussion and analysis of our financial condition and results of operations are
based upon our financial statements, which have been prepared in accordance with
generally accepted accounting principles in the United States. The preparation
of financial statements require management to make estimates and disclosures on
the date of the financial statements. On an on-going basis, we evaluate our
estimates including, but not limited to, those related to revenue recognition.
We use authoritative pronouncements, historical experience and other assumptions
as the basis for making judgments. Actual results could differ from those
estimates. We believe that the following critical accounting policies affect our
more significant judgments and estimates in the preparation of our financial
statements.
  Revenue
Recognition
 
 Revenues
will be recognized when title and risk of loss transfers to the customer and the
earnings process is complete. In general, title passes to our customers upon the
customer's receipt of the merchandise. Revenue is accounted for in accordance
with Emerging Issue Task Force Issue No. 99-19, reporting revenue gross as a
principal versus net as an agent. Revenue is recognized on a gross basis since
our company has the risks and rewards of ownership, latitude in selection of
vendors and pricing, and bears all credit risk. Our company records all shipping
and handling fees billed to customers as revenues, and related costs as cost of
goods sold, when incurred, in accordance with Emerging Issue Task Force Issue
No. 00-10, accounting for shipping and handling fees and costs.
 
 Allowance
for Doubtful Accounts
  Currently
we have no accounts receivable. We are required to make judgments based on
historical experience and future expectations, as to the realizability of our
accounts receivable. We make these assessments based on the following factors:
(a) historical experience, (b) customer concentrations, customer credit
worthiness, (d) current economic conditions, and (e) changes in customer payment
terms.
  Recently
Issued Accounting Pronouncements
 
 During
the quarter ended March 31, 2009, the Company adopted the following accounting
pronouncements which had no impact on the financial statements or results of
operations
  In March
2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of SFAS 133” (“SFAS 161”).  This new
standard requires enhanced disclosures for derivative instruments, including
those used in hedging activities.  It is effective for fiscal years
and interim periods beginning after November 15, 2008.   The
Company does not expect that SFAS 162 will have an impact on its consolidated
financial statements.
  In
February 2008, the FASB issued FASB Staff Position 140-3, “Accounting for
Transfers of Financial Assets and Repurchase Financing Transactions” (“FSP FAS
140-3”) which provides guidance on accounting for a transfer of a financial
asset and repurchase financing.  FSP FAS 140-3 is effective for fiscal
years beginning after November 15, 2008 and interim periods within those fiscal
years.  The Company does not expect that FSP FAS 140-3 will have a
material effect on its consolidated financial statements.
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations,”
which replaces SFAS No. 141 (“SFAS 141R”). SFAS 141R, among other things,
establishes principles and requirements for how an acquirer entity recognizes
and measures in its financial statements the identifiable assets acquired
(including intangibles), the liabilities assumed and any noncontrolling interest
in the acquired entity. Additionally, SFAS 141R requires that all transaction
costs be expensed as incurred. The Company does not expect that SFAS 141R will
have a material effect on its consolidated financial statements.  SFAS
141R is effective for fiscal years beginning after December 15,
2008..
  In March
2008, the FASB issued FASB Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities. The new standard is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. Our adoption of SFAS 161 is not expected to have a material impact
on our results of operations or financial position.
  13
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  The new standard is intended to improve
financial reporting by identifying a consistent framework, or hierarchy, for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities.  Prior to the issuance
of SFAS 162, GAAP hierarchy was defined in the American Institute of Certified
Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. SFAS 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board Auditing amendments to AU Section 411,
The Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles.  Our adoption of SFAS 162 is not expected to have a
material impact on our results of operations or financial position.
  We do not
currently have any off-balance sheet arrangements.
 
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and, as such, are not required to provide the information under this
Item.
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 Disclosure
Control and Procedures
  We
maintain “disclosure controls and procedures,” as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange
Act ”), that are designed to ensure that information required to be
disclosed by us inreports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported, within the time
periods specified inSecurities
and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our President and
Interim Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating our disclosure
controls and procedures, management designed its disclosure controls and
procedures to provide reasonable assurance that the objectives of the disclosure
controls and procedures are met.  The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
 
 As of
March 31, 2009, we carried out an evaluation, under the supervision and with the
participation of our President and Interim Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our President and Interim Chief Financial
Officer concluded that our disclosure controls and procedures are not effective
in ensuring that information required to be disclosed by us in our periodic
reports is recorded, processed, summarized and reported, within the time periods
specified for each report and that such information is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
  We are
aware of the following material weaknesses in internal control that could
adversely affect the Company’s ability to record, process, summarize and report
financial date:
 
 Due to
the size of the Company we lack adequate personnel and the expertise that is
required for us to prepare an accurate analysis of our cashflows and ultimately
the Statement of Cashflows included in our financial statements.
  In
addition, because of the lack of expertise with financial statement preparation
and presentation our footnotes are frequently incomplete, inadequate and
inconsistent with prior periods. The Company is actively looking to hire a Chief
Financial Officer.
  14
 
 Changed
in Internal Control Over Financial Reporting
  There has
been no change in our internal control over financial reporting that occurred
during our last fiscal quarter that has materially affected, or is reasonably
likely to material affect, our internal control over financial
reporting.
  PART
II - OTHER INFORMATION
  ITEM
1. LEGAL PROCEEDINGS
 
 None.
 
 ITEM
1A. RISK FACTORS
  We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and, as such, are not required to provide the information under this
Item.
  ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
  On
February 28, 2009, the company issued 1,000,000 shares of common stock at a
price of $0.04 to secure the payments due to one of its vendors. It is the
understanding of both parties that the shares were issued as security for
payment and the intention is to have them returned to the company once payment
has been made. These shares were not shown as issued and outstanding as of March
31, 2009.
 
 ITEM
3. DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 ITEM
5. OTHER INFORMATION
  None.
  ITEM
6. EXHIBITS
 
 Exhibit Number
                      
                      Exhibit Description31.1
                      
                      Certification
      of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed
      herewith)31.2
                      
                      Certification
      of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange
      Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (filed
      herewith)32
                      
                      Certification
      of Chief Executive Officer and Chief Financial Officer, pursuant to 18
      United States Code Section 1350, as enacted by Section 906 of the
      Sarbanes-Oxley Act of 2002. (filed
herewith)
  15
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 By:
                /s/
      Ronny YakovDate:
      May 8, 2009
                Name:
                Ronny
      YakovTitle:
                President
      and Interim Chief Financial Officer
                  (Principal
      Executive Officer, Principal Financial and Accounting
    Officer)
  16