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 endedSeptember 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, 4th flr 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  xNo   ̈




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 companyx





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
November 2, 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 September 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





September
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





September 30,
                      
                      
                      December 31,2009
                      
                      
                      2008(Unaudited)CURRENT
      ASSETSCash
                      
                      $
                      119
                      
                      
                      $
                      670Total
      Current Assets
                      
                      
                      119
                      
                      
                      
                      670OTHER
      ASSETSInternet
      domain
                      
                      
                      4,965
                      
                      
                      
                      4,965TOTAL
      ASSETS
                      
                      $
                      5,084
                      
                      
                      $
                      5,635CURRENT
      LIABILITIESCash
      overdraft
                      
                      $
                      2,849
                      
                      
                      $
                      -Accounts
      payable and accrued expenses
                      
                      
                      179,389
                      
                      
                      
                      202,497Loan
      payable - officer
                      
                      
                      30,640
                      
                      
                      
                      1,473Accrued
      salary
                      
                      
                      308,718
                      
                      
                      
                      125,000Judgment
      payable with accrued interest
                      
                      
                      188,790
                      
                      
                      
                      181,863Total
      Current Liabilities
                      
                      
                      710,386
                      
                      
                      
                      510,833TOTAL
      LIABILITIES
                      
                      
                      710,386
                      
                      
                      
                      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
                      
                      
                      (11,746,453
                      )
                      
                      
                      (11,546,349
                      )Total
      Stockholders’ Deficit
                      
                      
                      (705,302
                      )
                      
                      
                      (505,198
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                      
                      $
                      5,084
                      
                      
                      $
                      5,635





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




5




The
OLB Group, Inc.





Statements
of Operations


(Unaudited)





For the Nine Months Ended
                  
                  
                  For the Three Months EndedSeptember 30,
                  
                  
                  September 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008REVENUES
                  
                  $
                  241,709
                  
                  
                  $
                  -
                  
                  
                  $
                  63,453
                  
                  
                  $
                  -Cost
      of goods / services
                  
                  
                  135,943
                  
                  
                  
                  -
                  
                  
                  
                  27,633
                  
                  
                  
                  -Gross
      Profit
                  
                  
                  105,766
                  
                  
                  
                  -
                  
                  
                  
                  35,820
                  
                  
                  
                  -OPERATING
      EXPENSESOfficer
      salary
                  
                  
                  206,250
                  
                  
                  
                  200,000
                  
                  
                  
                  68,750
                  
                  
                  
                  68,750General
      and administrative
                  
                  
                  92,693
                  
                  
                  
                  128,137
                  
                  
                  
                  32,350
                  
                  
                  
                  15,409Loss
      from operations
                  
                  
                  (193,177
                  )
                  
                  
                  (328,137
                  )
                  
                  
                  (65,280
                  )
                  
                  
                  (84,159
                  )OTHER
      INCOME (EXPENSE)Interest
      expense
                  
                  
                  (6,927
                  )
                  
                  
                  (5,232
                  )
                  
                  
                  (2,309
                  )
                  
                  
                  (1,744
                  )Total
      Other Expense
                  
                  
                  (6,927
                  )
                  
                  
                  (5,232
                  )
                  
                  
                  (2,309
                  )
                  
                  
                  (1,744
                  )NET  LOSS
                  
                  $
                  (200,104
                  )
                  
                  $
                  (333,369
                  )
                  
                  $
                  (67,589
                  )
                  
                  $
                  (85,903
                  )BASIC
      LOSS PER SHARE
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )BASIC
      WEIGHTEDAVERAGE
      SHARES
                  
                  
                  56,782,832
                  
                  
                  
                  44,119,509
                  
                  
                  
                  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
                              
                              
                              Additional Paid
                              
                              
                              AccumulatedShares
                              
                              
                              Amount
                              
                              
                              In 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 nine months ended September 30, 2009
    (unaudited)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (200,104
                              )Balance
      at September 30, 2009 (unaudited)
                              
                              
                              56,782,832
                              
                              
                              $
                              567,830
                              
                              
                              $
                              10,473,321
                              
                              
                              $
                              (11,746,453
                              )





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


7




The
OLB Group, Inc.





Statements
of Cash Flows


(Unaudited)





For the Nine Months EndedSeptember 30,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                    
                    $
                    (200,104
                    )
                    
                    $
                    (333,369
                    )Adjustments
      to reconcile net loss to net cash used inoperating
      activitiesStock
      for services
                    
                    
                    -
                    
                    
                    
                    25,000Changes
      in assets and liabilities:Decrease
      in prepaid assets
                    
                    
                    -
                    
                    
                    
                    32,501Increase
      in accounts payable and accrued expense
                    
                    
                    167,537
                    
                    
                    
                    193,728Net
      Cash Used in Operating Activities
                    
                    
                    (32,567)
                    
                    
                    
                    (82,140
                    )CASH
      FLOWS FROM INVESTING ACTIVITIES
                    
                    
                    -
                    
                    
                    
                    -CASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      in cash overdraft
                    
                    
                    2,849
                    
                    
                    
                    20Repayment
      of loan- officer
                    
                    
                    (33,978)
                    
                    
                    
                    (5,500
                    )Proceeds
      from loan - officer
                    
                    
                    63,145
                    
                    
                    
                    85,649Net
      cash provided by financing activities
                    
                    
                    32,016
                    
                    
                    
                    80,169NET
      CHANGE IN CASH
                    
                    
                    (551)
                    
                    
                    
                    (1,971
                    )CASH
      – BEGINNING OF YEAR
                    
                    
                    670
                    
                    
                    
                    2,333CASH
      – END OF YEAR
                    
                    $
                    119
                    
                    
                    $
                    362CASH
      PAID FORInterest
                    
                    
                    -
                    
                    
                    $
                    -Taxes
                    
                    $
                    418
                    
                    
                    $
                    7,192SUPPLEMENTAL
      DISCLOSURE OF NON-CASH ACTIVITIESStock
      issued in conversion of accrued expenses & other debt
                    
                    $
                    -
                    
                    
                    $
                    -Stock
      for services
                    
                    $
                    -
                    
                    
                    $
                    108,599





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


8




The
OLB Group, Inc.


Notes
to the Financial Statements


September
30, 2009 and December 31, 2008





NOTE
1 -     BACKGROUND





The
unaudited financial statements have been prepared by The OLB Group, Inc. (the
“Company”), pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments), which are, in the
opinion of management; necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations. These financial statements should be
read in conjunction with the audited financial statements and footnotes for the
year ended December 31, 2008 included on the Company’s Form 10-K.  The
results of the nine months ended September 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





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.




Recent
Accounting Pronouncements





During
the quarter ended September 30, 2009 and the year ended December 31, 2008, the
Company adopted the following accounting pronouncements:





The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles





Subsequent
Events Topic 855 of the FASB Accounting Standards
Codification.


9





The
OLB Group, Inc.


Notes
to the Financial Statements


September
30, 2009 and December 31, 2008





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 $710,267 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 November 6, 2009 and notes 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 an
e-commerce service provider, which enables a business desiring to sell goods and
services on the internet to utilize 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 which will account for
most of our business are as follows:





·
            ShopFast
      PC





·
            ShopFast
      DSD





There are
a number of trends in the e-commerce/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 objective of integrated marketing is 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 service
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 fourth quarter of fiscal 2009, to produce
a 30 minute infomercial to promote this product, as well as a short form two
minute commercial 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 to
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 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 - NINE MONTHS ENDED SEPTEMBER 30, 2009 AS COMPARED TO NINE MONTHS
ENDED SEPTEMBER 30, 2008




GENERAL
AND ADMINISTRATIVE EXPENSES




General
and administrative  ("G&A") expenses decreased by $35,444 or 28%
to $92,693 for the nine months ended September 30, 2009 as compared to the nine
months ended September 30, 2008. 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 $133,265 to $200,104 for the nine months ended September 30, 2009
as compared to the nine months ended September 30, 2008.   This decrease in
net loss was the result of the decrease in G&A expenses for professional
fees & software development and the gross profit generated in
2009.




LIQUIDITY
AND CAPITAL RESOURCES





During
the nine months ended September 30, 2009, the Company used $10,035 of cash for
operating activities, as compared to $82,140 of cash used through the nine
months ended September 30, 2008. The decrease in the use of cash was from the
revenue from the internet sales.




12




Cash
provided from financing activities during the nine months ended September 30,
2009 was $9,484 as compared to $80,169 through the nine months ended September
30, 2008. Our capital needs have primarily been met from the loans from our
president.





Our
financial statements as of the nine months ended September 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 source 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 as required by the Revenue Recognition Topic of the FASB
Accounting Standards Codification, reporting revenue gross as a principal versus
net as an agent. Revenue is recognized on a gross basis since our company has
the risks and rewards of ownership, latitude in selection of vendors and
pricing, and bears all credit risk. Our company records all shipping and
handling fees billed to customers as revenues, and related costs as cost of
goods sold, when incurred, in accordance with Emerging Issue Task Force Issue
No. 00-10, accounting for shipping and handling fees and costs.





Allowance
for Doubtful Accounts




Currently
we have no accounts receivable. We are required to make judgments based on
historical experience and future expectations, as to the realizability of our
accounts receivable. We make these assessments based on the following factors:
(a) historical experience, (b) customer concentrations, customer credit
worthiness, (d) current economic conditions, and (e) changes in customer payment
terms.





Recently
Issued Accounting Pronouncements





During
the quarter ended September 30, 2009 and the year ended December 31, 2008, the
Company adopted the following accounting pronouncements:





The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles




Subsequent Events Topic 855
of the FASB Accounting Standards Codification




13




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 in our reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported, within the time
periods specified in Securities
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
September 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:
      November 6, 2009
                Name:
                Ronny
      YakovTitle:
                President
      and Interim Chief Financial Officer
                  (Principal
      Executive Officer, Principal Financial
                  and
      Accounting Officer)




16