The OLB Group, Inc.
200 Park Avenue, Suite 1700
New York, NY 10166

June 8, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathleen Collins, Accounting Branch Chief

Dear Ms. Collins,

The OLB Group, Inc. (the “Company” or “we”) hereby transmits its response to the comment letter received from the staff (the “Staff” ) of the U.S. Securities and Exchange Commission (the “Commission” ), dated June 4, 2020, regarding Amendment No. 6 to the Registration Statement on Form S-1 (the “Registration Statement” ) filed on May 21, 2020.

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Company’s Amendment No. 7 to Registration Statement on Form S-1 (the “Registration Statement”), which is being filed with the Commission contemporaneously with the submission of this letter.

Capitalization, page 53

The Company confirms that it has reflected the impact of repaying a portion of its indebtedness in the capitalization table and has revised the introductory paragraph of the capitalization table in the Registration Statement to reflect the same.

The Company has revised the Registration Statement in accordance with the Staff’s comment.

Securities and Exchange Commission

June 8, 2020

Page 2

Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 59

The Company has revised the Registration Statement to clarify that the Company will be able to fund future liquidity and capital requirements through cash flows generated from the Company’s operating activities for a period of twelve months, without giving effect to the offering. The Company has come to this conclusion based on its current cash position and the implementation of certain cost cutting measures meant to reduce the Company’s operating expenses to offset the impact of COVID-19 on the Company’s forecasted revenues.

Critical Accounting Policies, page 61

The Company tests for indefinite lived intangibles and goodwill impairment in the fourth quarter of each year and whenever events or circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In accordance with its policies, the Company utilized the services of an independent appraisal firm to perform a quantitative assessment of indefinite lived intangibles and goodwill and determined there was no impairment at December 31, 2019. For purposes of conducting the goodwill impairment evaluation, the Company was considered as a single reporting unit. The fair value of goodwill at December 31, 2019 is indicated at $35.6 million compared to a carrying amount of $6.9 million. Accordingly, goodwill exceeds its carrying amount by approximately 420%.

In connection with the response to the COVID-19 pandemic in the United States, the Company has experienced certain disruptions to its business and has observed disruptions for the Company’s customers and merchants which has resulted in a decline in transaction volume and revenue which will more than likely continue during the remainder of 2020. However, management does not believe that the decline will be significant enough to materially impact the valuation of the goodwill.

The Company has revised the Registration Statement to include this disclosure.

Experts, page 96

The Company has revised the Registration Statement in accordance with the Staff’s comment.

Note 8. Notes Payable, page F-21

The Company has revised the Registration Statement in accordance with the Staff’s comment.

Securities and Exchange Commission

June 8, 2020

Page 3

Condensed Financial Statements

Note 10. Subsequent Events, page F-44

The Registration Statement has been amended to add a discussion of the POSaBIT Inc. transaction that took place on May 22, 2020 (the “POSaBIT Transaction”). The assets were purchased from POSaBIT Inc. for a total purchase price of $270,000 (the “Purchase Price”) with $125,000 payable at closing of this transaction; (b) $25,000 payable within 90 days of the closing and (c) $120,000 payable within 180 days of the closing. The Purchase Price may be reduced by an amount that is equal to the percentage of the decrease in average monthly revenue in the period from August 1, 2020 through October 31, 2020 compared with the period from March 1, 2020 through April 30, 2020.

In addition, in the event that a customer contract which is anticipated to result in the greatest revenue of all contracts acquired in the POSaBIT Transaction is terminated by that customer, at its option, (1) within ninety (90) days from May 22, 2020, the second and third instalment payments shall not become due and the Purchase Price will automatically be adjusted to $125,000 or (2) within 180 days from May 22, 2020, the third instalment payment of the Purchase Price will not become due and owing and the Purchase Price will automatically be adjusted to $150,000.

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We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Matthew Bernstein, Esq. at mbernstein@egsllp.com or by telephone at (212) 370-1300.