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 June 30,
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
July 31, 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 June 30, 2009




INDEX




PART I
              Financial
      Information
              3Item
      1.
              Financial
      Statements
              3Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              11Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risk
              14Item
      4.
              Controls
      and Procedures
              14PART II
              Other
      Information
              14Item
      1.
              Legal
      Proceedings
              14Item
      1A.
              Risk
      Factors
              14Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              14Item
      3.
              Defaults
      Upon Senior Securities
              14Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              15Item
      5.
              Other
      Information
              15Item
      6.
              Exhibits
              15Signatures
              
              16




2




PART
I - FINANCIAL INFORMATION




Item
1.     Financial Statements




The
OLB Group, Inc.
  FINANCIAL
STATEMENTS
 
 June 30,
2009 and December 31, 2008
  3
 
 CONTENTS
  Balance
      Sheets
                  5Statements
      of Operations
                  6Statements
      of Stockholders’ Equity (Deficit)
                  7Statements
      of Cash Flows
                  8Notes
      to the Financial Statements
                  9
  4




The
OLB Group, Inc.





Balance
Sheets


ASSETS





June
      30,
                          
                          
                          December
      31,2009
                          
                          
                          2008(Unaudited)CURRENT
      ASSETSCash
                          
                          $
                          702
                          
                          
                          $
                          670Total
      Current Assets
                          
                          
                          702
                          
                          
                          
                          670OTHER
      ASSETSInternet
      domain
                          
                          
                          4,965
                          
                          
                          
                          4,965TOTAL
      ASSETS
                          
                          $
                          5,667
                          
                          
                          $
                          5,635CURRENT
      LIABILITIESCash
      overdraft
                          
                          $
                          869
                          
                          
                          $
                          -Accounts
      payable and accrued expenses
                          
                          
                          216,062
                          
                          
                          
                          202,497Loan
      payable - officer
                          
                          
                          -
                          
                          
                          
                          1,473Accrued
      salary
                          
                          
                          239,968
                          
                          
                          
                          125,000Judgment
      payable with accrued interest
                          
                          
                          186,481
                          
                          
                          
                          181,863Total
      Current Liabilities
                          
                          
                          643,380
                          
                          
                          
                          510,833TOTAL
      LIABILITIES
                          
                          
                          643,380
                          
                          
                          
                          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
                          
                          
                          (11,678,864
                          )
                          
                          
                          (11,546,349
                          )Total
      Stockholders’ Deficit
                          
                          
                          (637,713
                          )
                          
                          
                          (505,198
                          )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          
                          $
                          5,667
                          
                          
                          $
                          5,635





The
accompanying notes are an integral part of these financial
statements.




5





The
OLB Group, Inc.





Statements of
Operations


(Unaudited)





For
      the Six Months Ended
                  
                  
                  For
      the Three Months EndedJune 30,
                  
                  
                  June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008REVENUES
                  
                  $
                  178,256
                  
                  
                  $
                  -
                  
                  
                  $
                  82,766
                  
                  
                  $
                  -Cost
      of goods / services
                  
                  
                  108,310
                  
                  
                  
                  -
                  
                  
                  
                  35,991
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  69,946
                  
                  
                  
                  -
                  
                  
                  
                  46,775
                  
                  
                  
                  -OPERATING
      EXPENSESOfficer
      salary
                  
                  
                  137,500
                  
                  
                  
                  131,250
                  
                  
                  
                  68,750
                  
                  
                  
                  68,750General
      and administrative
                  
                  
                  60,343
                  
                  
                  
                  110,676
                  
                  
                  
                  34,721
                  
                  
                  
                  36,515Loss
      from operations
                  
                  
                  (127,897
                  )
                  
                  
                  (241,926
                  )
                  
                  
                  (56,696
                  )
                  
                  
                  (105,265
                  )OTHER
      INCOME (EXPENSE)Interest
      expense
                  
                  
                  (4,618
                  )
                  
                  
                  (3,488
                  )
                  
                  
                  (2,309
                  )
                  
                  
                  (1,744
                  )Total
      Other Expense
                  
                  
                  (4,618
                  )
                  
                  
                  (3,488
                  )
                  
                  
                  (2,309
                  )
                  
                  
                  (1,744
                  )NET  LOSS
                  
                  $
                  (132,515
                  )
                  
                  $
                  (245,414
                  )
                  
                  $
                  (59,005
                  )
                  
                  $
                  (107,009
                  )BASIC
      LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )BASIC
      WEIGHTEDAVERAGE
      SHARES
                  
                  
                  56,782,832
                  
                  
                  
                  44,036,950
                  
                  
                  
                  56,782,832
                  
                  
                  
                  44,282,832





The
accompanying notes are an integral part of these financial
statements.




6





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 6 months Ended June 30, 2009 (unaudited)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (132,515
                    )Balance
      at,  June 30, 2009 (unaudited)
                    
                    
                    56,782,832
                    
                    
                    $
                    567,830
                    
                    
                    $
                    10,473,321
                    
                    
                    $
                    (11,678,864
                    )





The
accompanying notes are an integral part of these financial
statements.




7





The
OLB Group, Inc.





Statements of Cash
Flows


(Unaudited)





For
      the Six Months EndedJune 30,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (132,515
                    )
                    
                    $
                    (245,414
                    )Adjustments
      to reconcile net loss to net cash (used in)operating
      activitiesStock
      for services
                    
                    
                    -
                    
                    
                    
                    25,000Changes
      in assets and liabilities:(Increase)
      decrease in prepaid assets
                    
                    
                    -
                    
                    
                    
                    32,501Increase
      in accounts payable and accrued expense
                    
                    
                    155,683
                    
                    
                    
                    116,661Net
      Cash Provided by (Used in) Operating Activities
                    
                    
                    23,168
                    
                    
                    
                    (71,252
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES
                    
                    
                    -
                    
                    
                    
                    -CASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      (decrease) in cash overdraft
                    
                    
                    869
                    
                    
                    
                    -Repayment
      of loan- officer
                    
                    
                    (47,950
                    )
                    
                    
                    (5,500
                    )Proceeds
      from loan - officer
                    
                    
                    23,945
                    
                    
                    
                    74,730Net
      cash provided (used) by financing activities
                    
                    
                    (23,136
                    )
                    
                    
                    69,230NET
      CHANGE IN CASH
                    
                    
                    32
                    
                    
                    
                    (2,022
                    )CASH
      – BEGINNING OF YEAR
                    
                    
                    670
                    
                    
                    
                    2,333CASH
      – END OF YEAR
                    
                    $
                    702
                    
                    
                    $
                    311CASH
      PAID FORInterest
                    
                    
                    -
                    
                    
                    $
                    -Taxes
                    
                    $
                    418
                    
                    
                    $
                    -SUPPLEMENTAL
      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.


8





The
OLB Group, Inc.


Notes
to the Financial Statements


June 30,
2008 and December 31, 2009





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 six months ended June 30, 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





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.





9




The
OLB Group, Inc.


Notes
to the Financial Statements


June 30,
2009 and December 31, 2008




Recent Accounting
Pronouncements





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





FASB 141
(revised 2007) Business combinations





FASB 162,
“The Hierarchy of Generally Accepted Accounting Principles” (FAS 162).





The
adoption of the above pronouncements is not expected to have a material impact
on our financial condition or results of operations.




NOTE
      3 -
            RELATED
      PARTY TRANSACTIONS





In
February 2008, the Company renewed the employment agreement with its founder and
President that expires on February 28, 2013. The agreement provides for an
annual salary of $275,000, fringe benefits and an incentive bonus based on
achievement of certain performance targets.




During
2008 the company converted $208,600 of accrued salary and loans owed to the
Company’s President into 12,991,765 shares of common stock.




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 approximately $642,678 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-
              SUBSEQUENT
      EVENTS
  Management
has evaluated events through July 27, 2009 and note that there are no subsequent
events to disclose.




10





ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




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.





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.





Our plan
of operation is to launch the marketing of the software component of our
ShopFast PC product by the end of the forth 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.




11




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.  If we are unable to raise capital, we will not
be able to implement our plans.





RESULTS OF OPERATIONS - SIX MONTHS
ENDED JUNE 30, 2009 AS COMPARED TO SIX MONTHS ENDED JUNE 30,
2008




GENERAL
AND ADMINISTRATIVE EXPENSES




General
and administrative  ("G&A") expenses decreased by $50,333 or 45%
to $60,343 for the six months ended June 30, 2009 as compared to the six months
ended June 30, 2008. For the six months ended June 30, 2009. This decrease in
expense was the result of a decrease in professional fees and services for the
software development.




NET
LOSS




Net loss decreased by $112,889 to
$132,515 for the six months ended June 30, 2009 as compared to six months ended
June 30, 2008. 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 six months ended June 30,
2009, the Company generated $23,168 of cash from operating activities, as
compared to $71,252 cash used through six months ended June 30, 2008. The
decrease in the use of cash was from higher revenue from the internet
sales.




12




Cash
provided from financing activities during the six months ended June 30, 2009 was
$(23,136) as compared to $69,230 through six months ended June 30, 2008. Our
capital needs have primarily been met from the loans or repayment of loans from
our president.





Our
financial statements as of the six months ended June 30, 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.





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.





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.





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 year ended December 31, 2007 and in 2008, the Company adopted the following
accounting pronouncements which had no impact on the financial statements or
results of operations:





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





FASB 141
(revised 2007) Business combinations





FASB 162,
“The Hierarchy of Generally Accepted Accounting Principles” (FAS 162).




13




The
adoption of the above pronouncements is not expected to have a material impact
on our financial condition or results of operations.





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
June 30, 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 were 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.




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




None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.




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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)




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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:
      July 31, 2009
                Name:
                Ronny
      YakovTitle:
                President
      and Interim Chief Financial Officer
                  (Principal
      Executive Officer, Principal Financial
                  and
      Accounting Officer)





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