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 endedMarch 31, 2011





 ̈ 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  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 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 April 18, 2011, the Company had outstanding 128,396,599 shares of its common stock, par value $0.01.








THE OLB GROUP, INC.





FORM 10-Q





For the Quarterly Period Ended March 31, 2011





INDEX





PART I

Financial Information

3Item 1.

Financial Statements (unaudited)

3Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18Item 4.

Controls and Procedures

18PART II

Other Information

19Item 1.

Legal Proceedings

19Item 1A.

Risk Factors

19Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

19Item 3.

Defaults Upon Senior Securities

19Item 4.

Submission of Matters to a Vote of Security Holders

19Item 5.

Other Information

19Item 6.

Exhibits

20Signatures

21





2





PART I - FINANCIAL INFORMATION





Item 1.     Financial Statements





The OLB Group, Inc.





FINANCIAL STATEMENTS





March 31, 2011 and December 31, 2010




3





CONTENTS





Balance Sheets
5Statements of Operations
6Statement of Stockholders’ Equity (Deficit)
7Statements of Cash Flows
8Notes to the Financial Statements
9





4





The OLB Group, Inc.





Balance Sheets







March 31,

2011


December 31,

2010(Unaudited)ASSETSCURRENT ASSETSCash

$
859


$
3,908Total Current Assets


859



3,908OTHER ASSETSInternet domain


4,965



4,965Intangible assets, net


478,722



546,042TOTAL ASSETS

$
484,546


$
554,915LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses

$
34,880


$
28,935Note Payable


7,000



-Accrued salary


54,615



-Total Current Liabilities


96,495



28,935TOTAL LIABILITIES


96,495



28,935STOCKHOLDERS’ 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, 128,396,599 and 128,396,599 shares issued and outstanding, respectively


1,283,968



1,283,968Additional paid-in capital


11,492,591



11,492,591Accumulated deficit


(12,388,508
)


(12,250,579
)Total Stockholders’ Equity (Deficit)


388,051



525,980TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
484,546


$
554,915





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




5





The OLB Group, Inc.





Statements of Operations


(Unaudited)








For the Three Months EndedMarch 31,2011


2010Net revenues

$
47,463


$
57,904Cost of sales


17,448



56,830Gross profit


30,015



1,074OPERATING EXPENSESOfficer’s salary


68,750



68,750Amortization expense


67,320



-Other general & administrative expenses


31,809



42,340Total operating expenses


167,879



111,090Loss from operations


(137,864
)


(110,016
)OTHER INCOME (EXPENSE)Interest expense


(65
)


-Gain on/settlement of a lawsuit


-



86,887Total Other Income (Expense)


(65
)


86,887NET LOSS

$
(137,929
)

$
(23,129
)BASIC LOSS PER SHARE

$
(0.00
)

$
(0.00
)BASIC WEIGHTED AVERAGE SHARES


128,396,599



71,943,192





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




6





The OLB Group, Inc.





Statement of Stockholders’ Equity (Deficit)








AdditionalCommon Stock


Paid In


AccumulatedShares


Amount


Capital


DeficitBalance at  December 31, 2009


71,943,192


$
719,434


$
11,069,735


$
(11,869,418
)Issuance of common stock for purchase of intangible assets


11,556,835



115,568



208,023



-Warrants issued for purchase of intangible assets


-



-



326,459



-Common stock for cash


4,428,572



44,286



90,714



-Issuance of common stock To convert accrued salaries to equity


40,468,000



404,680



(202,340
)


-Net loss for the year ended December 31, 2010


-



-



-



(381,161
)Balance at  December 31, 2010


128,396,599



1,283,968



11,492,591



(12,250,579
)Net loss for the quarter ended March 31, 2011 (unaudited)


-



-



-



(137,929
)Balance at  March 31, 2011 (unaudited)


128,396,599



1,283,968


$
11,492,591


$
(12,388,508
)




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




7





The OLB Group, Inc.


Statements of Cash Flows


(Unaudited)








For the Three Months Ended

March 31,2011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(137,929
)

$
(23,129
)Adjustments to Reconcile Net Loss to Net Cash Provided by Operations:Amortization expense


67,320



-Changes in assets and liabilities:Increase in accounts payable and accrued expenses


60,560



44,484Net Cash Provided (Used) by Operating Activities


(10,049
)


21,355CASH FLOWS FROM INVESTING ACTIVITIES


-



-CASH FLOWS FROM FINANCING ACTIVITIESProceeds from loans


7,000



-Repayment of loan - officer


-



(220
)Proceeds from loan - officer


-



220Net Cash Provided by Financing Activities


7,000



-NET CHANGE IN CASH


(3,049
)


21,355CASH – BEGINNING OF PERIOD


3,908



555CASH – END OF PERIOD

$
859


$
21,910CASH PAID FORInterest

$
-


$
-Taxes

$
-


$
-





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




8




The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
 
 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, 2010 included on the Company’s Form 10-K.  The results of the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year ending December 31, 2011.
 
 NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Concentration of Credit Risk
 
 Financial instruments, which potentially subject the Company to concentration of credit risk, consist of 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
 
 The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
 
 Revenue and cost recognition
 
 Revenues will be recognized when title and risk of loss transfers to the customer and the earnings process is complete. In general, title passes to our customers upon the customer's receipt of the merchandise. Revenue is accounted for in accordance with the Revenue Recognition topic of the FASB ASC 605, 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.
 
 The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured.
 
 As a rule, a majority of revenue for The Company is recognized when actual collection of cash occurs. This is true for License revenue paid in full, Advanced Solutions revenue and Subscription revenue. Our License revenue on payment plans allows for customers to pay over time in installments and is recognized upon delivery of the product at the present value of the installment payment stream.
  9
  The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
  Costs are recorded at the time the related revenue is recorded. Payment processing costs are recorded in the period the costs are incurred and customer acquisition costs are comprised primarily of telemarketing costs and service costs and other additional benefit services.
 
 Membership Fees
 
 The Company recognizes revenues from membership fees for the sales of health-related discount benefit plans as earned as part of the ShopFast program. These arrangements are generally renewable monthly and revenue is recognized over the renewal period.  As these products often include elements sold through contracts with third-party providers, the Company considers each contractual arrangement in accordance with the Revenue Recognition topic of the FASB ASC 605. The Company’s current contracts meet these requirements for reporting revenue on a gross basis. The Company records a reduction in revenue for refunds, chargeback’s from credit card companies, and allowances based upon actual history and management’s evaluation of current facts and circumstances.
 
 Commissions
 
 The Company will pay commissions for its sales of third-party products. Commissions are recognized as products are sold and services performed and the Company has accomplished all activities necessary to complete the earnings process.
 
 Marketing Fees and Materials
 
 The Company markets certain of its products through a telemarketing sales organization whereby independent distributors establish their own network of associates. The independent distributors pay the Company a fee to become marketing representatives on behalf of the Company. In exchange, the representatives receive access, on an annual basis, to various marketing and promotional materials and tools as well as access to customized management reports; accordingly revenue from marketing fees is recognized over an annual period.  The Company also earns ancillary revenue from the sale of marketing materials which is recognized when the materials are provided to the representatives.
 
 Fair value of financial instruments
 
 For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, accounts payable, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments.  The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues.  The fair value approximates the carrying value of long-term debt.
 
 ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
 
 ·
Level 1. Observable inputs such as quoted prices in active markets;·
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;·
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
 The following presents the gross value of assets and liabilities that were measured and recognized at fair value.
 
 ·
Level 1: none·
Level 2: none·
Level 3: none
 
  10
 
 The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
  Intangible Assets
 
 Intangible assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis over two years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. The Company elected to perform its annual analysis at the end of its reporting year. As of December 31, 2010, the Company deemed that certain intangible assets acquired through its asset purchase agreement with Retailer Networks, Inc. were fully impaired. See Note 5 –Intangible Assets.
  NOTE 3
RECENT ACCOUNTING PRONOUNCEMENTS
 
 During the Quarter ended March 31, 2011 and the year ended December 31, 2010, the Company adopted the following accounting pronouncements which had no impact on the financial statements or results of operations
 
 In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
 
 In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.
 
 In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
  NOTE 4
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.
 
 On December 31, 2010, the Company issued 40,468,000 shares of common stock in conversion of $202,340 of accrued salary. Shares were valued at $0.005, which approximated the market value of the shares on the day of exchange.
  11
  The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
  NOTE 5
INTANGIBLE ASSETS
 
 On June 17, 2010 the Company completed an asset purchase agreement with Retailer Networks, Inc. (RNI). Pursuant to the terms of that agreement the Company purchased a number of intangible assets from RNI, including, but not limited to, customer information, trademarks, domain names, and educational resources for e-commerce. The purchase price that was paid to RNI for the assets consisted of 11,556,835 shares of OLB common stock and 13,316,835 warrants exercisable for the purchase of common stock, at the purchase price of $0.40. The fair value of the common stock was determined using the quoted market price on the date of issuance of $0.028 and the fair value of the purchase warrants were determined using the Black-Scholes option pricing model, for a total purchase price of $650,051. The warrants are valid to exercise for 24 months from the closing date. In addition, RNI agreed to purchase OLB common stock totaling $100,000 at a purchase price of $0.028.
 
 The Company elected to perform its annual analysis at the end of its reporting year. As of December 31, 2010 it was determined that certain intangibles would not be used by the company; therefore, these items were considered fully impaired.
 
 The following table summarizes the Company’s carrying amount of intangible assets as of March 31, 2011 and December 31, 2010.
 
 Amortizable Intangible Assets

March 31, 2011


December 31, 2010Customer and Product Information

$
390,030


$
390,030Trademarks, Domain names, & other intangibles


91,007



91,007Educational Resource


65,005



65,005Total Intangible Assets


546,042



546,042Less accumulated amortization


(67,320
)


-Net Intangible Assets

$
478,722


$
546,042
 
 The amortizable intangible assets have useful lives not exceeding two years and a weighted average useful life of two years. Amortization expense for the three months ended March 31, 2011 and 2010, was $67,320 and $0, respectively.
  NOTE 6
NOTE PAYABLE
 
 During the quarter a stockholder loaned the company $7,000. The loan has an interest rate of 10% and is due on demand.
  NOTE 7
GAIN ON SETTLEMENT OF A LAWSUIT
  In February 2010 the Company received $175,000, less $88,113 in attorney fees, as settlement of a lawsuit that was filed in a previous year. The proceedings were initiated due to non-performance of a consulting agreement between the Company and the plaintiff. With receipt of the settlement all further legal action has been dismissed.
  12
  The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
  NOTE 8
COMMON STOCK TRANSACTIONS
  In June 2010 the Company issued 11,556,835 shares of common stock in exchange for certain intangible assets as part of an Asset Purchase Agreement.
 
 In June and July of 2010 the Company sold 3,928,572 shares of common stock for $0.028 for total proceeds of $110,000. The stock was purchased as part of the agreement with the above mentioned Asset Purchase Agreement.
 
 On December 31, 2010, the Company sold 500,000 shares of common stock for $0.05 for proceeds of $25,000.
 
 On December 31, 2010, the Company issued 40,468,000 shares of common stock in conversion of $202,340 of accrued salary. Shares were valued at $0.005, which approximated the market value of the shares on the day of exchange.
  NOTE 9
STOCK WARRANTS
 
 A summary of the status of the Company’s outstanding stock warrants as of March 31, 2011 and December 31, 2010 and changes during the periods is presented below:
  Warrant


Weighted

Average

Price


Weighted

Average

Fair ValueOutstanding, December 31, 2010


13,316,835


$
0.40


$
0.40Issued


-



-



-Exercised


-



-



-Forfeited


-



-



-Expired


-



-



-Outstanding, March 31, 2011


13,316,835


$
0.40


$
0.40Exercisable, March 31, 2011


13,316,835


$
0.40


$
0.40
 
 Outstanding


ExercisableRange of

Exercise

Prices


Number

Outstanding

at

3/31/11


Weighted

Average

Remaining

Contractual

Life


Weighted

Average

Exercise

Price


Number

Exercisable

at

3/31/11


Weighted

Average

Exercise

Price$
0.40



13,316,835



1.25


$
0.40



13,316,835


$
0.40
  NOTE 10
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 an accumulated deficit of $12,388,508 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.
  13
 
 The OLB Group, Inc.
 Notes to the Financial Statements
 March 31, 2011 and December 31, 2010
  NOTE 11
SUBSEQUENT EVENTS
 
 The company has evaluated subsequent events in accordance with the provisions of ASC 855 noting no reportable subsequent events.
  14
  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 in the fourth quarter of 2011, 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.
 
 The purchase of the intangible assets in the prior year fits into the company's overall e-commerce strategy and future revenue growth.
  15
  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 final stages of our quality assurance  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.
 
 In addition to our ShopFast products we offer an extended service which allows our customers to obtain health-related discount benefit plans which are included as part of the ShopFast program. These healthcare insurance programs are generally renewable monthly and include elements sold through contracts with third-party providers.
 
 RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2011 AS COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2010
 
 REVENUE
 
 Revenue from operations for the three months ended March 31, 2011 decreased $10,441 or 18%, to $47,463 from $57,904 for the three months ended March 31, 2010. The decrease is mainly attributed to a decrease in the number of subscribers for the sales of health-related discount benefit plans as earned as part of the ShopFast program.
 
 GROSS PROFIT
 
 Gross profit from operations for the three months ended March 31, 2011 increased $28,941 to $30,015 from $1,074 for the three months ended March 31, 2010. In the first quarter of 2010 the company incurred certain software development costs that were charged to cost of sales. Those expenses were not incurred in the current quarter contributing to the decrease in cost of sales and therefore the increase in gross profit..
 
 GENERAL AND ADMINISTRATIVE EXPENSES
 
 General and administrative  ("G&A") expenses decreased $10,531 or 25% to $31,809 from $42,340 for the nine months ended March 31, 2011 as compared to the nine months ended March 31, 2010. In the quarter ended March 31, 2011 the company began to amortize its intangible assets which resulted in amortization expense of $67,320.
 
 NET LOSS
 
 Net loss increased by $114,800 to $137,929 from $23,129 for the three months ended March 31, 2011 as compared to the three months ended March 31, 2010.  This increase in net loss was the result of the combination of the amortization expense that was recorded and the gain on the settlement of a lawsuit in 2010.
  16
 
 LIQUIDITY AND CAPITAL RESOURCES
 
 During the three months ended March 31, 2011, the Company used $10,049 of cash for operating activities and received $7,000 in a loan from a stockholder.
 
 Our financial statements as of the three months ended March 31, 2011 have been prepared under the assumption that we will continue as a going concern through December 31, 2011. Our independent registered public accounting firm has issued their report on the December 31, 2010 financial statements 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 and Cost Recognition
 
 Revenues will be recognized when title and risk of loss transfers to the customer and the earnings process is complete. In general, title passes to our customers upon the customer's receipt of the merchandise. Revenue is accounted for in accordance with the Revenue Recognition topic of the FASB ASC 605, 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.
 
 The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured.
 
 
 As a rule, a majority of revenue for The Company is recognized when actual collection of cash occurs. This is true for License revenue paid in full, Advanced Solutions revenue and Subscription revenue. Our License revenue on payment plans allows for customers to pay over time in installments and is recognized upon delivery of the product at the present value of the installment payment stream.
 
 Costs are recorded at the time the related revenue is recorded. Payment processing costs are recorded in the period the costs are incurred and customer acquisition costs are comprised primarily of telemarketing costs and service costs and other additional benefit services.
 
 Membership Fees
 
 The Company recognizes revenues from membership fees for the sales of health-related discount benefit plans as earned as part of the ShopFast program. These arrangements are generally renewable monthly and revenue is recognized over the renewal period.  As these products often include elements sold through contracts with third-party providers, the Company considers each contractual arrangement in accordance with the Revenue Recognition topic of the FASB ASC 605. The Company’s current contracts meets these requirements for reporting revenue on a gross basis. The Company records a reduction in revenue for refunds, chargeback’s from credit card companies, and allowances based upon actual history and management’s evaluation of current facts and circumstances.
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 Commissions
 
 The Company will pay commissions for its sales of third-party products. Commissions are recognized as products are sold and services performed and the Company has accomplished all activities necessary to complete the earnings process.
  Intangible Assets
 
 Intangible assets are carried at cost and amortized over their estimated useful lives, generally on a straight-line basis over two years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.
 
 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 March 31, 2011, under the supervision and review of our Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, our Chief Executive Officer and our Interim Chief Financial Officer have concluded that our disclosure controls and procedures are not fully effective.
 
 We are aware of the following material weakness in internal control that could adversely affect the Company’s ability to record, process, summarize and report financial data:
 
 Due to the size of the Company we lack the personnel to maintain an adequate level of separation of duties.
 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.
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  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.
 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 ITEM 5. OTHER INFORMATION
 
 None.
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  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: May 16, 2011
Name:
Ronny YakovTitle:
President and Interim Chief Financial Officer

(Principal Executive Officer, Principal Financial

and Accounting Officer)
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