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 June 30, 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 June 30, 2008, the Company had a total of  44,282,832 shares
        of Common Stock outstanding.





**The
      OLB Group, Inc.**








**FINANCIAL
      STATEMENTS**





June
      30,
      2008 and December 31, 2007











**CONTENTS**





Balance
                  Sheets
              3Statements
                  of Operations
              4Statement
                  of Stockholders’ Equity (Deficit)
              5Statements
                  of Cash Flows
              6Notes
                  to the Financial Statements
              7








**The
      OLB Group, Inc.**


Balance
      Sheets





Balance
                  SheetsASSETS
  June
                  30,
              
              December
                  31,2008
              
              2007**CURRENT
                  ASSETS**
              
              (Unaudited)Cash
              
              $
              311
              
              $
              2,333Prepaid
                  expenses
              
              
              63,332
              
              
              95,833Total
                  Current Assets
              
              
              63,643
              
              
              98,166OTHER
                  ASSETSInternet
                  domain
              
              
              4,965
              
              
              4,965TOTAL
                  ASSETS
              
              $
              68,608
              
              $
              103,131**CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              167,319
              
              $
              186,527Loan
                  payable - officer
              
              
              48,131
              
              
              -Accrued
                  salary
              
              
              68,750
              
              
              -Judgment
                  payable with accrued interest
              
              
              177,245
              
              
              172,627Total
                  Current Liabilities
              
              
              461,445
              
              
              359,154TOTAL
                  LIABILITIES
              
              
              461,445
              
              
              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
              
              
              (11,308,988
              )
              
              (11,063,574
              )Total
                  Stockholders’ Equity (Deficit)
              
              
              (392,837
              )
              
              (256,023
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              
              $
              68,609
              
              $
              103,131




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




-3-




**The
        OLB Group, Inc.**


**Statements
                  of Operations**(Unaudited)
  For
                  the Six Months Ended
              
              For
                  the Three Months EndedJune
                  30,
              
              June
                  30,2008
              
              2007
              
              2008
              
              2007NET
                  REVENUES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -OPERATING
                  EXPENSESOfficer
                  salary
              
              
              131,250
              
              
              124,730
              
              
              68,750
              
              
              62,430General
                  and administrative
              
              
              110,676
              
              
              1,067,715
              
              
              36,515
              
              
              148,489Loss
                  from operations
              
              
              (241,926
              )
              
              (1,192,445
              )
              
              (105,265
              )
              
              (210,919
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (3,488
              )
              
              (3,488
              )
              
              (1,744
              )
              
              (1,744
              )Total
                  Other Income / Expense
              
              
              (3,488
              )
              
              (3,488
              )
              
              (1,744
              )
              
              (1,744
              )NET
                  LOSS
              
              
              (245,414
              )
              
              (1,195,933
              )
              
              (107,009
              )
              
              (212,663
              )BASIC
                  LOSS PER SHARE
              
              $
              (0.01
              )
              $
              (0.03
              )
              $
              (0.00
              )
              $
              (0.01
              )BASIC
                  WEIGHTED AVERAGE SHARES
              
              
              44,036,950
              
              
              33,617,508
              
              
              44,282,832
              
              
              40,114,490




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


-4-




**The
      OLB Group, Inc.**




**Statements
      of Shareholders’ Equity (Deficit)**





Common
                  Stock
              
              AdditionalPaid
                  In
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              DeficitBalance
                  at, December 31, 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 6 months Ended June 30, 2008 (unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              (245,414
              )Balance
                  at, June 30, 2008 (unaudited)
              
              
              44,282,832
              
              $
              442,830
              
              $
              10,473,321
              
              $
              (11,308,988
              )







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


-5-


**The
      OLB Group, Inc.**




**Statements
      of Cash Flows**


(Unaudited)




For
                  the Six Months EndedJune
                  30,2008
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (245,414
              )
              $
              (1,195,933
              )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
              
              
              32,501
              
              
              (50,000
              )Increase
                  in accounts payable and accrued expense
              
              
              116,661
              
              
              137,117Net
                  Cash (Used in) Operating Activities
              
              
              (71,252
              )
              
              (22,559
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              
              -
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESIncrease
                  (decrease) in cash overdraft
              
              
              -
              
              
              (2,920
              )Repayment
                  of loan- officer
              
              
              (5,500
              )
              
              (4,500
              )Proceeds
                  from loan - officer
              
              
              74,730
              
              
              19,779Proceeds
                  from sale of common stock
              
              
              -
              
              
              11,000Net
                  cash provided by financing activities
              
              
              69,230
              
              
              23,359NET
                  CHANGE IN CASH
              
              
              (2,022
              )
              
              800CASH
                  – BEGINNING OF PERIOD
              
              
              2,333
              
              
              200CASH
                  – END OF PERIOD
              
              $
              311
              
              $
              1,000CASH
                  PAID FORInterest
              
              $
              -
              
              $
              -Taxes
              
              $
              -
              
              $
              300SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH ACTIVITIESStock
                  issued in conversion of accrued expenses & other debt
              
              $
              83,600
              
              $
              140,279Stock
                  for services
              
              $
              25,000
              
              $
              1,086,257


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


-6-


**The
      OLB Group, Inc.**


Notes
      to
      the Financial Statements


June
      30,
      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 six months ended June 30, 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.





-7-





**The
      OLB Group, Inc.**


Notes
      to
      the Financial Statements


June
      30,
      2008 and December 31, 2007








**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.





-8-




**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 salaries
      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 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 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 $397,802 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.




-9-


**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.
 
 **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.
  -10-
  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 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).
 
 The
        adoption of the above pronouncements is not expected to have a material impact
        on our financial condition or results of operations.
 
 **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 forth 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.
  -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.
  **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."
  -12-
 
 **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 -****SIX
        MONTHS ENDED JUNE 30, 2008 AS COMPARED TO SIX MONTHS ENDED JUNE 30,
        2007******
  ***GENERAL
        AND ADMINISTRATIVE EXPENSES***
  General
        and administrative  ("G&A") expenses decreased by $957,039 or 90%
        to $110,676 for the six months ended June 30, 2008 as compared to the six
        months
        ended June
        30 ,
        2007.
        For the three months ended June 30, 2008 as compared to the three months
        ended
        June 30, 2007 expenses decreased by $111,974 or 75% to $36,515 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 $950,520 to $245,413 for the six months ended June 30, 2008
        as
        compared to six months ended June 30, 2007 . Net
        loss decreased by $105,654 to $107,009 for the three months ended June 30,
        2008
        as compared to three months ended June 30, 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
        six
        months ended June 30, 2008 ,
        the
        Company used $71,252 of cash for operating activities, as compared to $22,559
        cash used through six months ended June 30, 2007. The increase in the use
        of
        cash was for operating expenses and professional services related to public
        company compliance.
  Cash
        provided from financing activities during the six months ended June 30, 2008
        was
        $69,230 as compared to $23,359 through six months ended June 30, 2007. Our
        capital needs have primarily been met from the loans from our
        president.
 
 Our
        financial statements as of the six months ended June 30, 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.
  -13-
  **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.
   -14-


**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.
  -15-
  **PART
        II. OTHER INFORMATION**
 
 **ITEM
                1.**
              **LEGAL
                  PROCEEDINGS:**
 
 As
        of the
        filing date of this Form 10-Q, we are not a party to any pending legal
        proceedings.
 
 **ITEM
                2.**
              **CHANGES
                  IN SECURITIES.**
 
 (a)  For
        the
        three months ended June 30, 2008 there were no sales of unregistered
        securities.
  -16-
  **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
                  *
 
 (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




-17-


**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:  July
                  25, 2008
              By:
              /s/ Ronny
                  YakovRonny
                  YakovPresident,
                  Chief Executive Officer and Interim
                Chief
                  Financial
                  Officer