Unassociated Document

	(1) Title of each class of securities to which transaction applies:

	(2) Aggregate number of securities to which transaction applies:

	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4) Proposed maximum aggregate value of transaction:

	5) Total fee paid:

We are first sending this information statement to our stockholders by electronic mail (e-mail) on September 22, 2011 to The OLB Group’s stockholders of record and record holders, as defined in Rule 14a-1(i) under the Securities Exchange Act of 1934, at the close of business on September 21, 2011. If we do not have an e-mail address on file, or receive a notice of undeliverable e-mail, we will mail a copy of this information statement to such stockholders by first class U.S. Mail.

Only one copy of this information statement is being delivered to two or more stockholders who share the same address, unless we have previously received a request from a stockholder sharing the same address with another stockholder to deliver a copy for each stockholder. If you have not already made but would like to make this request, we will upon your oral or written request promptly deliver another copy of this information statement to you at the shared address. To receive your separate copy of this information statement, you may telephone and leave a voice mail with your request at (212) 278-0900, Ext. 212, or you may send a written request to Ronny Yakov, attn: Securities Reports, at 4th Floor, 1120 Avenue of the Americas, New York, NY 10036. If you are already receiving multiple copies of The OLB Group’s annual reports, proxy statements and information statements at the shared address and would like to receive only one copy in the future, please either call or write us per the preceding instructions.

Notwithstanding the lack of statutory appraisal rights, our stockholders have a right to receive “fair value” for fractional shares pursuant to Section 155 of the Delaware corporation law. If you determine the amount we will pay for fractional shares is less than a “range of reasonable values” for our shares, as described below, we suggest that you should consult your counsel regarding your determination and your judicial remedies.

Our issued and outstanding common stock is the only security entitled to vote on or consent to the proposals described in this information statement and to be approved by an action by written consent in lieu of a special meeting of stockholders. Each issued and outstanding share is entitled to one vote or consent with respect to each proposal to be approved by an action by written consent in lieu of a special meeting of stockholders. We have 128,396,599 shares issued and outstanding on the date of this information statement and do not expect that number to increase before the record date for determination of the shares entitled to consent to the proposals described in this information statement. A vote of or approval by more than 64,198,300 shares, or more than fifty percent of the issued and outstanding shares, on each proposal is sufficient to approve the two proposals described in this information statement. For purposes of approval of the proposals to be approved by an action by written consent in lieu of a special meeting of stockholders, the record date for determination of the stockholders who would be entitled to vote on or consent to the proposals was September 21, 2011, the business day prior to the first day this information statement is sent by electronic mail (e-mail) to our stockholders.

Mr. Yakov owns of record 86,951,966 shares of our issued and outstanding common stock, or sixty-eight percent. Mr. Yakov is also our sole director. Mr. Yakov has the voting power to approve the two proposals described in this information statement without the vote or approval of any other stockholder. Mr. Yakov intends to approve the two proposals described in this information statement. We are not seeking the approval of any other stockholder; and, we are not asking you for a proxy or written consent. Mr. Yakov will own 4,347,599 shares following the share reduction.

You may read and copy our annual report on Form 10-K for the year ended December 31, 2010 and all other reports and information we file with the U.S. Securities and Exchange Commission at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains all reports, proxy and information statements, and other information that we file electronically with the SEC. The address of the SEC web site is http://www.sec.gov, where you may use the EDGAR system search feature to locate our filings.

We will provide, without charge, to any person to whom this information statement is delivered, upon written or oral request of such person, and by first class mail or other equally prompt means, within one business day of receipt of such request, a copy of any and all of the reports that we have incorporated by reference in this information statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this information statement incorporates). To obtain a copy of these reports, you may telephone and leave a voice mail with your request at (212) 278-0900, Ext. 212, or you may send a written request to Ronny Yakov, attn: Securities Reports, at 4th Floor, 1120 Avenue of the Americas, New York, NY 10036. We are not incorporating by reference in this information statement any of our reports filed with the SEC.

The Board of Directors has approved and recommends to the stockholders for approval an amendment to our Delaware charter decreasing the number of our issued and outstanding shares. The recommended decrease will result in one new share replacing each twenty shares now issued and outstanding, a ratio of 1:20. Upon approval of this share decrease, also known as a reverse stock split, the number of our issued and outstanding shares will be reduced to approximately 6,419,830 shares (subject to adjustment for reduction for cancellation of fractional shares) from 128,396,599 shares now issued and outstanding.

We will not issue fractional shares resulting from the reverse stock split. If you own twenty shares or more of our common stock, any fractional shares will be rounded up. If you own less than twenty shares of our common stock, your resulting fractional share will be cancelled and we will pay you the cash value of the fractional share. You can determine the amount of cash we will pay you for your fractional share by multiplying the number of shares you own before the reverse stock split by $0.0076, which is the weighted average closing price of our common stock on the OTC Bulletin Board for the five business days prior to the date of this information statement, or a maximum of $0.15 for a holder of fractional shares.. The cancellation of fractional shares also is expected to reduce the number of our stockholders.

Before the reverse stock split, we do not have enough authorized but unissued shares of common stock available to (a) issue and sell additional shares which we anticipate we will need to issue in the event we seek equity funding, (b) issue and deliver additional shares which we anticipate we will need to issue in the event we seek to obtain debt financing which requires common stock or common stock purchase warrants attached, (c) issue and deliver additional shares which we anticipate we will need to issue in the event we seek to make acquisitions for stock, (d) issue to attract and retain directors, officers and key employees and (e) issue for other corporate purposes. The reverse split will reduce the 128,396,599 issued and outstanding shares to 6,419,830 shares issued and outstanding. The reverse stock split will not change the total number of shares we are authorized to issue, which is and will remain at two hundred million shares, because the reverse stock split is being approved by our stockholders. The reverse split will restore 121,976,769 shares to authorized but not issued shares.

The effective date of the reverse stock split will be the date the Financial Institutions Regulatory Authority announces the reverse stock split to the public securities markets. We intend to apply for the announcement soon after this information statement is first sent by electronic mail (e-mail) to our stockholders, so that the effective date will at or as soon as possible after the date of the approval by written consent, which will be not less than twenty days after this information statement is first sent by electronic mail (e-mail) to our stockholders.

At the effective date of the reverse stock split, the holders of whole shares our common stock will be able to exchange their old share certificates for share certificates representing the new number of shares resulting from the reverse split, but they are not required to do so. Stockholders may begin exchanging their stock certificates as soon as the reverse stock split is announced to the investing public.

Certificates should be tendered for reissue of whole shares or for payment for fractional shares by returning the currently issued certificates our transfer agent, Transfer Online, Second Floor, 317 SW Alder Street, Portland, OR 97204. The transfer agent and we recommend you return the certificates by certified U.S. Mail, return receipt requested, or by trackable courier service. We will pay the fee for the replacement certificates and the cost of delivering the replacement certificate and/or check for the fractional shares to you. We will not pay your cost incurred in delivery of your old certificate to the transfer agent.

We believe there will be no tax consequences to stockholders receiving whole shares resulting from the reverse stock split, other than an increase in your taxable basis per share. In other words, your cost per share for tax purposes will be your cost for the pre-split shares divided by the number of post-split shares you receive. If your payment for the fractional share exceeds your cost of the pre-reverse split shares resulting in the fractional share, however, you will recognize a short or long term capital gain on the difference, depending on whether your holding period is less or greater than one year. Conversely, if you paid more for the pre-split shares than the payment you receive for the fractional share, you will recognize a short or long term capital loss, depending on your holding period. The gain or loss, as the case may be, will be reported on your 2011 federal income tax return, but in either case is expected to be negligible.

These views regarding the tax consequences of the reverse stock split are not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service or the courts would accept the positions expressed above. The state and local tax consequences of the reverse split may vary significantly as to each shareholder, depending on the state in which such shareholder resides. We encourage you to seek your own tax advice.

We have considered certain negative factors often associated with a reverse stock split. These factors include the negative perception of reverse stock splits held by some investors, analysts and other stock market participants; the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to or lower than pre-reverse stock split levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding and in the public float coupled with a reduced number of stockholders; and, costs that may be associated with implementing a reverse stock split.

Because the reverse stock split will result in a decreased number of issued and outstanding shares of our common stock and an increase in the number of our authorized but unissued shares of common stock, the reverse stock split may be construed as having an anti-takeover effect. Although we have not undertaken the reverse stock split for this purpose, the increased number of authorized but unissued shares would be available for use to frustrate persons seeking to take us over or otherwise gain control of us by, for example, privately placing shares with purchasers who might side with our management in opposing a hostile takeover bid. Shares of common stock could also be issued to a holder that would thereafter have sufficient voting power to assure that any proposal to amend or repeal our Bylaws or certain provisions of our Articles of Incorporation would not receive the requisite vote. Such uses of our common stock could render more difficult, or discourage, an attempt to acquire control of us if such transactions were opposed by our management. However, it is also possible that an indirect result of the anti-takeover effect of the reverse stock split could be that stockholders will be denied the opportunity to obtain any advantages of a hostile takeover, including, but not limited to, receiving a premium to the then current market price of our common stock, if the same was so offered by a party attempting a hostile takeover of our company. We are not aware of any party's interest in or efforts to engage in a hostile takeover attempt as of the date of this information statement. Notwithstanding the possible anti-takeover effects of the reverse stock split, we believe that the concentration of our stock in the hands of our management, as disclosed above, will have an equal or greater anti-takeover effect.

The reverse stock split will enable us to (a) issue and sell additional shares which we anticipate we will need to issue in the event we seek equity funding, (b) issue and deliver additional shares which we anticipate we will need to issue in the event we seek to obtain debt financing which requires common stock or common stock purchase warrants attached, (c) issue and deliver additional shares which we anticipate we will need to issue in the event we seek to make acquisitions for stock, (d) issue to attract and retain directors, officers and key employees and (e) issue for other corporate purposes.

We believe that the low per-share market price of our common stock impairs the acceptability of our common stock to raise additional working capital and for debt funding, to potential acquisition candidates and to certain members of the investing public, including institutional investors. Because of the current low price of our common stock, we believe our credibility as a viable business enterprise is negatively impacted. We believe, but you have no guaranty, that the reverse stock split will eventually increase the market price of our common stock.

In addition, we believe that the reverse stock split and anticipated increase in per share price of our common stock should also enhance the acceptability and marketability of our common stock to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our common stock. Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or to monitor the activity of lower-priced stocks. Brokerage houses also frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks due to, among other reasons, the trading volatility often associated with lower-priced stocks. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our common stock. At least one clearing firm is now refusing to handle stock priced at less than $0.10. As noted above, the liquidity of our common stock may be adversely affected by the proposed reverse stock split given the reduced number of shares that will be outstanding after the reverse stock split. We are hopeful, however, that the anticipated higher market price will reduce, to some extent, the negative effects on the liquidity and marketability of the common stock inherent in some of the policies and practices of institutional investors and brokerage houses described above.

You have no assurance that any positive impact in these or other matters will result from the reverse stock split. However, we have not had a previous reverse stock split. Because the market price of our common stock is also based on factors which may be unrelated to the number of shares outstanding, including our performance, general economic and market conditions and other factors, many of which are beyond our control, the market price per new share of our common stock may not rise or remain constant in proportion to the reduction in the number of shares outstanding before the reverse stock split. Accordingly, the total market capitalization of common stock after the reverse stock split may be lower than the total market capitalization before the reverse stock split. In the future, the market price of our common stock following the reverse stock split may not equal or exceed the market price prior to the reverse stock split. In many cases, the total market capitalization of a company following a reverse stock split is lower than the total market capitalization before the reverse stock split.

In view of the fact that we have only approximately 130 stockholders of record at the date of this information statement, the reverse stock split does not qualify as a “going private transaction” as defined in Rule 13e-3 of the Exchange Act because we are now eligible to suspend or terminate our reporting obligations under the Exchange Act. We do not intend to suspend or terminate such reporting obligations.

Other than the general expectation of the need to issue shares of our commons stock in the future for financing purposes described generally above and satisfaction of outstanding obligations, none of which are due to our controlling stockholder, we do not have any contract, agreement, understanding or arrangement, written or oral, for the issue of shares of our common stock following the share reduction described in proposal no. 1.

The Board of Directors has approved and recommends to the stockholders for approval an amendment to our Delaware charter reducing, decreasing or changing the par value of our common stock to $0.0001 per share from its current par value of $0.01 per share. Under Delaware corporation law, we cannot sell shares of our common stock at a price less than its par value per share. Other than placing a floor on the price at which we can sell shares of our common stock and as a feature to assign a nominal value to our issued and outstanding common stock for balance sheet purposes, par value has no practicable application or utility.

Year	Quarter	High Bid		Low Bid
2009	March 30	$	0.04	$	0.04
2009	June 30	$	0.08	$	0.05
2009	September 30	$	0.10	$	0.09
2009	December 31	$	0.05	$	0.02
2010	March 30	$	0.02	$	0.02
2010	June 30	$	0.02	$	0.02
2010	September 30	$	0.01	$	0.01
2010	December 31	$	0.005	$	0.005
2011	March 31	$	0.041	$	0.015
2011	June 30	$	0.041	$	0.015

We anticipate that any sale of our common stock in the reasonable future will be at a discount to the average low bid at the time of sale. As is apparent from the table above, we would not have been able to sell shares of our common stock at a price at least equal to par value beginning in the quarter ended December 31, 2010 to present, unless the low bid following the reverse split factor described in proposal 1, above, were to settle at a price well above $0.01 per share, from which a discount could then be taken. We cannot predict at what level the low bid for our common stock will settle following the reverse split or whether or not such low bid will permit us to sell shares of common stock at a discount from market. Accordingly, if we are to be certain of our ability to raise equity funding, or use our common stock for any of the purposes described in proposal 1, above, we must reduce the par value of our common stock. This reduction in par value may be deemed to have a dilutive effect on existing stockholders in that we will be able to sell more shares of our common stock.

	(1) Amount Previously Paid:

	(2) Form, Schedule or Registration Statement No.:

	(3) Filing Party:

	(4) Date Filed:

Reverse Split Ratio:		1:20
Authorized		Outstanding		Available for Issue
Before	After	Before	After	Before	After
200,000,000	200,000,000	128,396,599	6,419,830	71,603,401	193,580,170