SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549










FORM
      10-Q





**Quarterly
      Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of
      1934**





**For
      The Quarterly Period Ended March 31, 2008**





**Commission
      File Number:** **0-52994**





**THE
      OLB GROUP, INC.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            
            **13-4188568**(State
                of jurisdiction of Incorporation)
            
            (I.R.S.
                Employer Identification No.)**1120
                Avenue of the Americas, Fourth Floor**
              **New
                York, NY**
            
            **10036**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





**(212)
      278-0900**


(Registrant's
      telephone number)





**Not
      Applicable**


(Former
      name, address and fiscal year, 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 shell company (as defined in Rule
      12b-2 of the Exchange Act).





Yes  ̈ No x





As
      of
      March 31, 2008, the Company had a total of  44,282,832 shares of
      Common Stock outstanding.





**THE
      OLB GROUP, INC.**





**Form
      10-Q Quarterly Report**


**Table
      of Contents**





Page**PART
                I.**
            **FINANCIAL
                INFORMATION**Item
                1.
            Financial
                Statements (Unaudited)Balance
                Sheet as of March 31, 2008
            
            F-3Statements
                of Operations for the Three months Ended March 31, 2008and
                March 31, 2007
            
            F-4Statements
                of Cash Flows for three Months Ended March 31, 2008 and March 31,
                2007
            
            F-6Notes
                to Condensed Financial Statements
            
            F-7Item
                2.
            Management's
                Discussion and Analysis or Plan of Operation
            
            3Item
                3.
            Controls
                and Procedures
            
            9**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            
            10Item
                2.
            Changes
                in Securities
            
            10Item
                3.
            Defaults
                Upon Senior Securities
            
            11Item
                4.
            Submissions
                of Matters to a Vote of Security Holders
            
            11Item
                5
            Other
                Information
            
            11Item
                6.
            Exhibits
                and Reports on Form 8-K
            
            11**Signatures
                res**
            
            12


2


**PART
      I. FINANCIAL INFORMATION**




**The
        OLB Group, Inc.**
 
 
 **FINANCIAL
        STATEMENTS**
 
 March
        31,
        2008 and December 31, 2007
  
 
 **C
        O N T E N T S**
 
 Balance
                    Sheets
                
                
                F-3Statements
                    of Operations
                
                
                F-4Statement
                    of Stockholders’ Equity (Deficit)
                
                
                F-5Statements
                    of Cash Flows
                
                
                F-6Notes
                    to the Financial Statements
                
                
                F-7
 
 
 The
          OLB
          Group, Inc.
  Balance
          Sheets
 ASSETS
 March
                      31,
                  
                  December
                      31,2008
                  
                  2007**CURRENT
                      ASSETS**
                  
                  (Unaudited)Cash
                  
                  $
                  2,928
                  
                  $
                  2,333Prepaid
                      expenses
                  
                  
                  73,332
                  
                  
                  95,833Total
                      Current Assets
                  
                  
                  76,260
                  
                  
                  98,166OTHER
                      ASSETSInternet
                      domain
                  
                  
                  4,965
                  
                  
                  4,965TOTAL
                      ASSETS
                  
                  $
                  81,225
                  
                  $
                  103,131**CURRENT
                      LIABILITIES**Accounts
                      payable and accrued expenses
                  
                  $
                  177,117
                  
                  $
                  186,527Loan
                      Payable - Officer
                  
                  
                  15,000Judgment
                      payable with accrued interest
                  
                  
                  174,936
                  
                  
                  172,627Total
                      Current Liabilities
                  
                  
                  367,053
                  
                  
                  359,154TOTAL
                      LIABILITIES
                  
                  
                  367,053
                  
                  
                  359,154STOCKHOLDERS’
                      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,
                  
                  
                  -44,282,832
                      and 43,691,067shares issued and outstanding, respectively
                  
                  
                  442,830
                  
                  
                  436,912Additional
                      paid-in capital
                  
                  
                  10,473,321
                  
                  
                  10,370,639Accumulated
                      deficit
                  
                  
                  (11,201,979
                  )
                  
                  (11,063,574
                  )Total
                      Stockholders’ Equity (Deficit)
                  
                  
                  (285,828
                  )
                  
                  (256,023
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                  
                  $
                  81,225
                  
                  $
                  103,131
  The
            accompanying notes are an integral part of these financial
            statements.
 F-3
  The
        OLB Group, Inc.
 **Statements
          of Operations**
 (Unaudited)
 For
                      the Three Months EndedMarch
                      31,2008
                  
                  2007NET
                      REVENUES
                  
                  $
                  -
                  
                  $
                  -OPERATING
                      EXPENSESOfficer
                      salary
                  
                  
                  62,500
                  
                  
                  62,300General
                      and administrative
                  
                  
                  74,161
                  
                  
                  919,226Loss
                      from operations
                  
                  
                  136,661
                  
                  
                  981,526OTHER
                      INCOME (EXPENSE)Interest
                      expense
                  
                  
                  (1,744
                  )
                  
                  (1,744
                  )Total
                      Other Expense
                  
                  
                  (1,744
                  )
                  
                  (1,744
                  )NET
                      LOSS
                  
                  
                  (138,405
                  )
                  
                  (983,270
                  )BASIC
                      LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  $
                  (0.03
                  )BASIC
                      WEIGHTED AVERAGE SHARES
                  
                  
                  43,789,968
                  
                  
                  38,362,901
  The
        accompanying notes are an integral part of these
        financial statements.
  F-4
  The
        OLB Group, Inc.
 **Statements
          of Shareholders’ Equity (Deficit)**
 Common
                    Stock
                
                AdditionalPaid
                    In
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                DeficitBalance
                    at, December 31, 2006
                
                
                35,300,506
                
                $
                353,006
                
                $
                8,592,018
                
                $
                (9,385,744
                )Issuance
                    of common stock for cash
                
                
                44,000
                
                
                440
                
                
                10,560
                
                
                -Issuance
                    of common stockto
                    convert accrued salaries and loans to equity
                
                
                2,060,534
                
                
                20,605
                
                
                263,965
                
                
                -Issuance
                    of common stock for services
                
                
                6,195,027
                
                
                61,951
                
                
                1,486,806
                
                
                -Issuance
                    of common stock to convert warrants to equity
                
                
                91,000
                
                
                910
                
                
                17,290
                
                
                -Net
                    Loss for the year ended December 31, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,677,830
                )Balance
                    at, December 31, 2007
                
                
                43,691,067
                
                
                436,912
                
                
                10,370,639
                
                
                (11,063,574
                )Issuance
                    of common stock for services (unaudited)
                
                
                100,000
                
                
                1,000
                
                
                24,000Issuance
                    of common stockto
                    convert accrued salaries and loans to equity (unaudited)
                
                
                491,765
                
                
                4,918
                
                
                78,682Net
                    Loss for the 3 months Ended March 31, 2008 (unaudited)
                
                
                -
                
                
                -
                
                
                -
                
                
                (138,405
                )Balance
                    at, March 31, 2008 (unaudited)
                
                
                44,282,832
                
                $
                442,830
                
                $
                10,473,321
                
                $
                (11,201,979
                )
   The
        accompanying notes are an integral part of these
        financial statements.
 F-5
  **The
          OLB Group, Inc.**
 **Statements
        of Cash Flows**
 (Unaudited)
 
 For
                  the Three Months EndedMarch
                  31,2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (138,405
              )
              $
              (983,270
              )Adjustments
                  to reconcile net loss to net cash (used in)operating
                  activitiesStock
                  for services
              
              
              25,000
              
              
              1,086,257Changes
                  in assets and liabilities:(Increase)
                  decrease in prepaid assets
              
              
              22,500
              
              
              (187,500
              )Increase
                  in accounts payable and accrued expense
              
              
              55,400
              
              
              72,833Net
                  Cash (Used in) Operating Activities
              
              
              (35,505
              )
              
              (11,680
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              
              -
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESIncrease
                  (decrease) in cash overdraft
              
              
              -
              
              
              (3,460
              )Repayment
                  of loan- officer
              
              
              (5,500
              )
              
              (3,000
              )Proceeds
                  from loan - officer
              
              
              41,600
              
              
              11,826Proceeds
                  from sale of common stock
              
              
              -
              
              
              11,000Net
                  cash provided by financing activities
              
              
              36,100
              
              
              16,366NET
                  CHANGE IN CASH
              
              
              595
              
              
              4,686CASH
                  – BEGINNING OF YEAR
              
              
              2,333
              
              
              200CASH
                  – END OF YEAR
              
              $
              2,928
              
              $
              4,886CASH
                  PAID FORInterest
              
              
              -
              
              
              -Taxes
              
              $
              909
              
              $
              300SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH ACTIVITIESStock
                  issued in conversion of accrued expenses & other debt
              
              $
              83,600
              
              $
              71,327Stock
                  for services
              
              $
              25,000
              
              $
              1,086,257
   The
        accompanying notes are an integral part of these
        financial statements.
  F-6
  **The
        OLB Group, Inc.**
 Notes
        to
        the Financial Statements
 March
        31,
        2008 and December 31, 2007
  
 **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, 2007 included on the Company’s Form 10-KSB. The results
        of the three months ended March 31, 2008 are not necessarily indicative of
        the
        results to be expected for the full year ending December 31, 2008.
  **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.
 
 **Income
        taxes**
 
 In
        July
        2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
        No. 48, Deferred
        income taxes are provided using the liability method whereby deferred tax
        assets
        are recognized for deductible temporary differences and operating loss and
        tax
        credit carry forwards and deferred tax liabilities are recognized for taxable
        temporary differences. Temporary differences are the differences between
        the
        reported amounts of assets and liabilities and their tax bases. Deferred
        tax
        assets are reduced by a valuation allowance when, in the opinion of management,
        it is more likely than not that some portion or all of the deferred tax assets
        will not be realized. Deferred tax assets and liabilities are adjusted for
        the
        effects of the changes in tax laws and rates of the date of
        enactment.
  F-7
  **The
        OLB Group, Inc.**
 Notes
        to
        the Financial Statements
 March
        31,
        2008 and December 31, 2007
 
 
 When
        tax
        returns are filed, it is highly certain that some positions taken would be
        sustained upon examination by the taxing authorities, while others are subject
        to uncertainty about the merits of the position taken or the amount of the
        position that would be ultimately sustained. The benefit of a tax position
        is
        recognized in the financial statements in the period during which, based
        on all
        available evidence, management believes it is more likely than not that the
        position will be sustained upon examination, including the resolution of
        appeals
        or litigation processes, if any. Tax positions taken are not offset or
        aggregated with other positions. Tax positions that meet the
        more-likely-than-not recognition threshold are measured as the largest amount
        of
        tax benefit that is more than 50 percent likely of being realized upon
        settlement with the applicable taxing authority. The portion of the benefits
        associated with tax positions taken that exceeds the amount measured as
        described above is reflected as a liability for unrecognized tax benefits
        in the
        accompanying balance sheet along with any associated interest and penalties
        that
        would be payable to the taxing authorities upon examination. Interest
        and penalties associated with unrecognized tax benefits are classified as
        additional income taxes in the statement of income.
 
 The
        Company or one of its subsidiaries files income tax returns in the U.S. federal
        jurisdiction, and New York. With few exceptions, the Company is no longer
        subject to U.S. federal, state and local, or non-U.S. income tax examinations
        by
        tax authorities for years before 2004. The Company has not filed a tax return
        since the 2005 year. Minimum state tax payments have accrued in states for
        which
        the company has operated. Upon filing all amounts paid will be subject to
        penalties and interest according to the state of New York. The statue of
        limitations remains open on all years from 2006 going forward. The statute
        will
        not begin to run until the Company files the tax return. Once the return
        has
        been filed the IRS will have 3 years to examine and adjust the amounts
        reported.
  The
        company operates at a loss and will only be liable for minimum state tax
        payments once returns are filed. No unrecognized liability will be added
        to the
        Company’s balance sheet for the un-filed returns as the amounts reported are an
        immaterial amount.
  At
        December 31, 2007, there are no tax positions for which the ultimate
        deductibility is highly certain but for which there is uncertainty about
        the
        timing of such deductibility. Because of the impact of deferred tax accounting,
        other than interest and penalties, the disallowance of the shorter deductibility
        period would not affect the annual effective tax rate but would accelerate
        the
        payment of cash to the taxing authority to an earlier period.
  The
        Company’s policy is to recognize interest accrued related to unrecognized tax
        benefits in interest expense and penalties in operating expenses.
 
 **NOTE
                3 -**
              **RELATED
                  PARTY TRANSACTIONS**
 
 In
        February 2004, the Company entered into an employment agreement with its
        founder
        and President that expires on February 28, 2009 .
        The
        agreement provides for an annual salary of $250,000 plus fringe benefits
        and an
        incentive bonus based on the achievement of certain performance criteria. During
        2007 the company converted $284,570 of accrued salary and loans owed to the
        Company’s President into 2,060,534 shares of common stock.
 
 During
        the first three months of 2008 the company converted $83,600 of accrued salary
        and loans into 491,765 shares of common stock.
 
 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
  F-8
  **The
        OLB Group, Inc.**
 Notes
        to
        the Financial Statements
 March
        31,
        2008 and December 31, 2007
   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.
 
 **NOTE
                4 -**
              **GOING
                  CONCERN**
  The
        financial statements are presented on the basis that the Company is a going
        concern. A gofing 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 approximately $290,800 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.
  F-9


**ITEM
                2.**
            **MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**





You
      should read the following discussion and analysis of our financial condition
      and
      plan of operation together with our consolidated financial statements and the
      related notes appearing at the end of our Form 10-KSB for the fiscal year ended
      December 31, 2007. Some of the information contained in this discussion and
      analysis or set forth elsewhere in this form 10-Q, including information with
      respect to our plans and strategy for our business and related financing,
      includes forward-looking statements that involve risks and uncertainties. You
      should review the “Risk Factors” section of our Form 10-KSB for the fiscal year
      ended December 31, 2007 for a discussion of important factors that could cause
      actual results to differ materially from the results described in or implied
      by
      the forward-looking statements contained in the following discussion and
      analysis.




This
      Form
      10-Q contains forward-looking statements.  These statements relate to our
      expectations for future events and future financial performance. 
Generally, the words “anticipate,” “expect,” “intend” and similar expressions
      identify forward-looking statements.  Forward-looking statements involve
      risks and uncertainties, and future events and circumstances could differ
      significantly from those anticipated in the forward-looking statements. 
These statements are only predictions.  Actual events or results may differ
      materially.  Factors which could affect our financial results are described
      in the “Risk Factors” included herein. Readers are cautioned not to place undue
      reliance on these forward-looking statements, which speak only as of the date
      hereof.  Although we believe that the expectations reflected in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      levels of activity, performance or achievements.  Moreover, neither we nor
      any other person assumes responsibility for the accuracy and completeness of
      the
      forward-looking statements.  We undertake no duty to update any of the
      forward-looking statements after the date of this report to conform such
      statements to actual results or to changes in our expectations.





**Forward-Looking
      Statements**





The
      information in this report contains forward-looking statements. All statements
      other than statements of historical fact made in report are forward looking.
      In
      particular, the statements herein regarding industry prospects and future
      results of operations or financial position are forward-looking statements.
      These forward-looking statements can be identified by the use of words such
      as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
      words. No assurances can be given that the future results anticipated by the
      forward-looking statements will be achieved. Forward-looking statements reflect
      management’s current expectations and are inherently uncertain. Our actual
      results may differ significantly from management’s expectations.





The
      following discussion and analysis should be read in conjunction with our
      financial statements, included herewith. This discussion should not be construed
      to imply that the results discussed herein will necessarily continue into the
      future, or that any conclusion reached herein will necessarily be indicative
      of
      actual operating results in the future. Such discussion represents only the
      best
      present assessment of our management.


******


**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.**





The
      Company has had no revenues from operations since inception. 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.


3


**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.




**Overview.**





We
      are
      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 and 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.




**Recently
      Issued Accounting Pronouncements.**





During
      the year ended December 31, 2007, the Company adopted the following accounting
      pronouncements which had no impact on the financial statements or results of
      operations:





FASB
      154
      - Accounting Changes and Error Corrections





In
      May
      2005, the FASB issued FASB Statement No. 154, which replaces APB Opinion No.20
      and FASB No. 3. This Statement provides guidance on the reporting of accounting
      changes and error corrections. It established, unless impracticable
      retrospective application as the required method for reporting a change in
      accounting principle in the absence of explicit transition requirements to
      a
      newly adopted accounting principle. The Statement also provides guidance when
      the retrospective application for reporting of a change in accounting principle
      is impracticable. The reporting of a correction of an error by restating
      previously issued financial statements is also addressed by this Statement.
      This
      Statement is effective for financial statements for fiscal years beginning
      after
      December 15, 2005. Earlier application is permitted for accounting changes
      and
      corrections of errors made in fiscal years beginning after the date the
      Statement is issued. Management believes this Statement will have no impact
      on
      the financial statements of the Company once adopted.


4


FASB
      155 – Accounting for Certain Hybrid Financial Instruments





In
      February 2006, the FASB issued FASB Statement No. 155, which is an amendment
      of
      FASB Statements No. 133 and 140. This Statement (a) permits fair value
      re-measurement for any hybrid financial instrument that contains an embedded
      derivative that otherwise would require bifurcation, (b) clarifies which
      interest-only strip and principal-only strip are not subject to the requirements
      of Statement 133, (c) establishes a requirement to evaluate interests in
      securitized financial assets to identify interests that are freestanding
      derivatives or that are hybrid financial instruments that contain an embedded
      derivative requiring bifurcation, (d) clarifies that concentrations of credit
      risk in the form of subordination are not embedded derivatives, (e) amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. This
      Statement is effective for financial statements for fiscal years beginning
      after
      September 15, 2006. Earlier adoption of this Statement is permitted as of the
      beginning of an entity’s fiscal year, provided the entity has not yet issued any
      financial statements for that fiscal year. Management believes this Statement
      will have no impact on the financial statements of the Company once
      adopted.





FIN
      48 – Accounting for Uncertainty in Income Taxes





In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
      contains a two step approach to recognizing and measuring uncertain tax
      positions accounted for in accordance with SFAS No. 109. The first step is
      to
      evaluate the tax position for recognition by determining if the weight of
      available evidence indicates it is more likely than not that the position will
      be sustained on audit, including resolution of related appeals or litigation
      processes, if any. The second step is to measure the tax benefit as the largest
      amount which is more than 50% likely of being realized upon ultimate settlement.
      This provision is effective for fiscal years beginning after December 15, 2006,
      which will be the Company’s fiscal year 2008. The Company is evaluating the
      impact, if any; the adoption of this statement will have on its results of
      operations, financial position, or cash flows. Given the Company’s substantial
      loss carry-forward, it does not, in the near term, expect to have any impact
      of
      the Company’s tax position with the adoption of FIN 48.





FASB
      157 – Fair Value Measurements





In
      September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” SFAS No.
      157 defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 does not require any new fair value
      measurements, rather it applies under existing accounting pronouncements that
      require or permit fair value measurements. SFAS No. 157 is effective for fiscal
      years beginning after November 15, 2007, which will be the Company’s fiscal year
      2009. The Company is currently evaluating the impact of SFAS No. 157 on its
      financial statements.





FASB
      158 – Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans





In
      September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans”. SFAS 158
      requires us to record the funded status of its defined benefit pension and
      other
      postretirement plans in its financial statements. We are required to record
      an
      asset in its financial statements if a plan is overfunded or record a liability
      in its financial statements if a plan is underfunded with a corresponding offset
      to shareholders’ equity. Previously unrecognized assets and liabilities are
      recorded as a component of shareholders’ equity in accumulated other
      comprehensive income, net of applicable income taxes. SFAS 158 also
      requires us to measure the value of our assets and liabilities as of the end
      of
      our fiscal year ending after December 15, 2008. We have implemented
      SFAS 158 using the required prospective method. The recognition provisions
      of SFAS 158 are effective for the fiscal year ending after
      December 15, 2006. We do not expect that adoption of this new standard to
      have a material impact on our financial position, results of operations or
      cash
      flows.





FASB
      159 – Fair Value Option for Financial Assets and Financial
      Liabilities





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose
      to measure many financial instruments, and certain other items, at fair value.
      SFAS 159 applies to reporting periods beginning after November 15, 2007.
      The adoption of SFAS 159 is not expected to have a material impact on our
      financial condition or results of operations.





EITF
      00-19-2 - Accounting for Registration Payment Arrangements





In
      December 2006, the FASB issued FSP EITF 00-19-2, Accounting for
      Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting
      for
      registration payment arrangements. FSP 00-19-2 specifies that the contingent
      obligation to make future payments or otherwise transfer consideration under
      a
      registration payment arrangement, whether issued as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with FASB Statement No. 5,
      Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial
      instrument subject to a registration payment arrangement


5


SAB
      108 – Considering the Effects of Prior Year Misstatements in Current Year
      Financial Statements





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (SAB 108) “Considering the Effects of Prior Year
      Misstatements in Current Year Financial Statements.” SAB 108 provides guidance
      on quantifying financial statement misstatements, including the effects of
      prior
      year errors on current year financial statements. SAB 108 is effective for
      fiscal years beginning after November 15, 2006, which will be the Company’s
      fiscal year 2007.





**Liquidity
      and Capital Resources.**





We
      anticipate that our future liquidity requirements will require a need to obtain
      additional financing. 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. We may not be able to obtain such
      additional financing or, if obtained, such financing may not be available and/or
      not be on terms favorable to us.




**PLAN
      OF OPERATION.**




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 2008, 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 orders **** and
      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.


6


**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.**





Some
      of
      the information in this prospectus contains forward-looking statements that
      involve substantial risks and uncertainties. You can identify these statements
      by forward-looking words such as "may," "expect," "anticipate," "believe,"
      "estimate" and "continue," or similar words. You should read statements that
      contain these words carefully because they:




·
              discuss
                  our future expectations;
 
 ·
              contain
                  projections of our future results of operations or of our financial
                  condition; and
 
 ·
              state
                  other "forward-looking"
                  information.





We
      believe it is important to communicate our expectations. However, there may
      be
      events in the future that we are not able to accurately predict or over which
      we
      have no control. Our actual results and the timing of certain events could
      differ materially from those anticipated in these forward-looking statements
      as
      a result of certain factors, including those set forth under "Risk Factors,"
      "Business" and elsewhere in this prospectus. See "Risk Factors."





**OVERVIEW**




We
      are an
      e-commerce service provider engaged in the development of software products
      and
      other services designed to help businesses sell products over the internet.
      We
      are currently developing two software products: **ShopFast
      Direct Shopping Database** TM
      (“ShopFast DSD”), and **ShopFast
      Profit Center** TM
      (“ShopFast PC”). Each of these software products enables the user of the
      software to create an internet website from which such user can sell products
      located on a database maintained by us (the “OLB Database”).




**RESULTS
      OF OPERATIONS -****THREE
      MONTHS ENDED MARCH 31, 2008 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
      2007******




***GENERAL
          AND ADMINISTRATIVE EXPENSES***
  General
          and administrative ("G&A") expenses decreased by $845,065 or 1140% to
          $74,161 for the three months ended March 31, 2008 as compared to the three
          months ended March 31, 2007. This decrease in G&A expenses was the result of
          a decrease in professional fees and services for the software
          development .
  ***NET
          LOSS***
  Net
          loss
          decreased by $844,865 or to $138,405 for the three months ended March 31,
          2008
          as compared to three months ended March 31, 2007 .
          This
          decrease in net loss was the result of the decrease in G&A expenses for
          professional fees & software development .


***LIQUIDITY
      AND CAPITAL RESOURCES***





During the
      three
      months ended March 31, 2008 ,
      the
      Company used $35,505 of cash for operating activities, as compared to $11,680
      cash used through three months ended March 31, 2007. The increase in the use
      of
      cash for operating activities was a result of increase in legal and consulting
      fees.




Cash
      provided from financing activities during the three months ended March 31,
      2008
      was $36,100 as compared to $16,366 through three months ended March 31, 2007.
      Our capital needs have primarily been met from the proceeds of Reg-A offering,
      and loans from our president.





Our
      financial statements as of the three months ended March 31, 2008 have been
      prepared under the assumption that we will continue as a going concern through
      December 31, 2008. 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.


7


**PLAN
      OF OPERATION AND FINANCING NEEDS**





We
      are
      engaged in developing eCommerce software.





Our
      plan
      of operation within the next twelve months is to utilize our cash balances
      to
      continue research and development of our software.  We believe that
      our current cash and investment balances will be sufficient to support
      development activity and general and administrative expenses for the next twelve
      months. Management estimates that it will require additional cash resources
      during 2008, based upon its current operating plan and condition. We will be
      investigating additional financing alternatives, including equity and/or debt
      financing. There is no assurance that capital in any form would be available
      to
      us, and if available, on terms and conditions that are acceptable. If we are
      unable to obtain sufficient funds during the next twelve months, we may be
      forced to reduce the size of our organization, which could have a material
      adverse impact on, or cause us to curtail and/or cease the development of our
      products.


8


**ITEM
              3.**
            **CONTROLS
                AND PROCEDURES**





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. We intend to maintain disclosure controls
      and
      procedures that are designed to ensure that information required to be disclosed
      in our Exchange Act reports is recorded, processed, summarized and reported
      within the time periods specified in the Securities an Exchange Commission’s
      rules and forms, and that such information is accumulated and communicated
      to
      our management, including its chief executive officer as appropriate, to allow
      timely decisions regarding required disclosure based closely on the definition
      of “disclosure controls and procedures” in Rule 13a-15(e).





In
      designing and evaluating the disclosure controls and procedures, management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving the desired control
      objectives, and management necessarily is required to apply its judgment in
      evaluating the cost-benefit relationship of possible controls and procedures.





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 there is a lack of adequate personnel and the expertise
      that is required to (1) prepare an accurate analysis of cash flows and
      ultimately the Statement of Cash Flows included in the financial statements,
      (2)
      properly account for stock for service transactions and (3) properly prepare
      the
      cash reconciliation.





In
      addition, the Company has a material weakness in the adequacy of its ability
      to
      complete notes to the financial statements.




**Report
      of Management on Internal Control Over Financial Reporting**.





This
      quarterly report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation report of the
      Company’s registered public accounting firm due to a transition period
      established by rules of the Securities and Exchange Commission for new public
      companies.


9


**PART
      II. OTHER INFORMATION**





**ITEM
              1.**
            **LEGAL
                PROCEEDINGS:**





As
      of the
      filing date of this Form 10-QSB, we are not a party to any pending legal
      proceedings.





**ITEM
              2.**
            **CHANGES
                IN SECURITIES.**





(a)  For
      the
      three months ended March 31, 2008 there were no sales of unregistered
      securities, except as follows:





**Date
                of Sale******
            ****
            **Title
                of Security******
            ****
            **Number**
              **Sold**
            ****
            **Consideration**
              **Received,**
              **Commissions******
            ****
            **Purchasers******
            ****
            **Exemption
                from**
              **Registration**
              **Claimed******January 1, 2008
            
            Common Stock
            
            100,000 Shares
            
            For
                services rendered; no other consideration; no commissions
                paid.
            
            
            
            Section
                4(2) – Issued to a consultant to the Company for services rendered to
                the Company. The issuee is a sophisticated investor, who received
                the
                shares with a restrictive legend in connection services rendered
                to the
                Company and is able to fend for itself.March 31, 2008
            
            Common Stock
            
            491,765 Shares
            
            In
                conversion of accrued but unpaid salary and unpaid loans; no other
                consideration received; no commissions paid.
            
            Directors
                and
              Officers
            
            Section
                4(2) – Issued to an officer of the Company in conversion of accrued
                but unpaid salary and unpaid loans. The issuee is a sophisticated
                investor, who received the shares with a restrictive legend in connection
                conversion of accrued but unpaid salary and unpaid loans and is able
                to
                fend for himself.
              .





(b)  Rule
      463
      of the Securities Act is not applicable to the Company.


(c)  In
      the
      three months ended March 31, 2008, there were no repurchases by the Company
      of
      its Common Stock.


10


**ITEM
              3.**
            **DEFAULTS
                UPON SENIOR SECURITIES**





Not
      applicable.





**ITEM
              4.**
            **SUBMISSIONS
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS:**





Not
      applicable.





**ITEM
              5.**
            **OTHER
                INFORMATION:**





Not  applicable




**ITEM
              6.**
            **EXHIBITS:**




Except
      for the exhibits listed below as filed herewith or unless otherwise noted,
      all
      other required exhibits have been previously filed with the Securities and
      Exchange Commission under the Securities Exchange Act of 1934 on Form 10-SB,
      as
      amended (file no.0-52994).





Exhibit
              Number
            
            Description2.1
            
            Certificate
                of Incorporation2.2
            
            Bylaws2.3
            
            Certificate
                of Merger between The OLB Group, Inc. and OLB.com (On-Line
                Business)3.1
            
            Common
                Stock Certificate3.2
            
            Warrant
                Agreement, issued by The OLB Group, Inc. to Ronny Yakov10.1
            
            Employment
                Agreement effective March 1, 2004 between The OLB Group, Inc. and
                Ronny
                Yakov10.2
            
            Fulfillment
                and Distribution Agreement, dated January 19, 2006, between the OLB
                Group,
                Inc. and Baker & Taylor Fulfillment, Inc.10.3
            
            Settlement
                and Merger Agreement dated as September 27, 2004, between OLB.com
                (on-Line
                  Business) and MetaSource Group, Inc.11
            
            Statement
                re: Computation of per share earnings (1)31.1
            
            Rule
                13a-14(a) Certification – Chief Executive Officer
                *31.2
            
            Rule
                13a-14(a) Certification – Interim Chief Financial Officer
                *32.1
            
            Section
                1350 Certification – Chief Executive Officer *32.2
            
            Section
                1350 Certification – Interim Chief Financial Officer *99.1
            
            Press
                Release – First Quarter Earnings*





(1)
      Reference is made to Registrant’s Statements of Operations contained in the
      Financial Statements included in this Report on Form 10-QSB.


*
      Filed
      herewith.


11


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) 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.




**THE
                OLB GROUP, INC.**Date:  May
                __, 2008
            By:
            /s/ Ronny
                YakovRonny
                YakovPresident,
                Chief Executive Officer and Interim
              Chief
                Financial Officer


12